Effective on the Closing Date Sample Clauses

Effective on the Closing Date. Buyer shall provide Hired Employees the opportunity to participate in employee benefit plans, programs and arrangements substantially similar to those provided by Sellers prior to Closing ("BUYER BENEFIT PLANS"). Buyer shall waive any requirements or conditions under the Buyer Benefit Plans that relate to length of service or waiting periods in such Buyer Benefit Plans subject to any requirements under applicable insurance contracts.
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Effective on the Closing Date without further action by the Parties the MRA shall (except as specifically set forth below) be terminated in its entirety and the parties thereto shall have no further obligations thereunder (other than as specifically set forth in this Section 9.19.2), including, without limitation, any obligations of Delphi for payments with respect to flowbacks under Section 5.11 of the MRA or otherwise. Notwithstanding the foregoing, GM agrees to pay any and all amounts due to Delphi which accrue under the MRA for periods prior to Closing regardless of the date on which such amounts become due under the terms of the MRA. In addition, GM shall continue to be responsible for the payment of all costs and amounts due to Delphi under the MRA with respect to the Athens Facility (as defined in the MRA).
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Effective on the Closing Date the Buyer shall assume all of the Benefit Plans effective after the date hereof which Benefit Plans are set forth on Schedule 5.8, and the Seller agrees to transfer the same, together with any related plan assets, trust agreements, record-keeping contracts, insurance policies, administrative contracts and other agreements related thereto. However, notwithstanding anything to the contrary herein, the Buyer shall not be responsible (and the Seller shall retain all liability) for claims, premium payments, costs or expenses (including, without limitation, disabilities or hospitalizations) incurred or relating to periods of time occurring on or prior to the Closing.
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Effective on the Closing Date the Buyer shall offer to hire substantially all of the employees of the Seller actively at work, or when they are able to return to active employment if on leave of absence at the Closing (other than Eugene Davis) at no less than the salary or rate of pay in e▇▇▇▇▇ ▇▇ ▇▇ the Closing Date, and with benefits that are substantially similar in the aggregate as those provided by the Seller immediately prior to the Closing Date. Each person who accepts the Buyer's offer of employment pursuant to this Section 7.9 shall be referred to herein as a "Transferred Employee"; provided, however, that it is understood and agreed that the Buyer shall not be obligated to retain any such employee in the employment of the Buyer, or to maintain their current terms and conditions of employment, for any specified period of time from and after the Closing Date.
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Effective on the Closing Date. Borrower, Detroit (as a Co-Borrower), the Administrative Agent and the Lenders desire to amend and restate the Existing Multi-Year Agreement in its entirety by this Agreement, and to provide, inter alia (and subject to the terms and conditions set forth herein), for an increase in the amount of the credit facilities provided by the Existing Multi-Year Agreement, an extension of the maturity thereof and revisions to the covenants of Borrower set forth therein.
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Effective on the Closing Date each participant in a Pfizer Qualified Plan who is an Affected Employee shall cease to be an active participant under each such plan, and shall become a participant of the Purchaser Qualified Plan as listed in Schedule 5.5(b)(ii) (such plans being collectively referred to as the "Purchaser Qualified Plans"), as the case may be. Purchaser shall ensure that the Purchaser Qualified Plans will recognize the accrued service of Affected Employees with Pfizer and its Affiliates prior to the Closing Date for all purposes, to the extent credited under the terms of the corresponding Pfizer Qualified Plan as in effect on the Closing Date. As soon as practicable after the Closing Date, Pfizer shall deliver such service data to Purchaser.
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Effective on the Closing Date each participant in a Pfizer Qualified Plan who is an Employee shall cease to be an active participant under each such plan, and shall become a participant of the Horizon or Arrow's Qualified Plans as listed in Schedule 5.2(d)(iii)(2) (such plans being collectively referred to as the "Buyer Qualified Plans"), as the case may be. The Buyer Qualified Plans will recognize the accrued service of Employees with Seller, the Company and each of their Affiliates prior to the Closing Date for all purposes, to the extent credited under the terms of the corresponding Pfizer Qualified Plan as in effect on the Closing Date. As soon as practicable after the date hereof, Seller shall deliver such service data to either of Horizon or Arrow.
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Effective on the Closing Date. Buyer agrees that Company or Buyer shall be liable for (i) all benefits payable under all employee benefit plans established or maintained by Company after the Closing Date, (ii) Company's workers' compensation obligations with respect to injuries incurred by the Continuing Employees on or after the Closing Date; and (iii) all benefits payable under all employee benefit plans established, maintained or made available by Company after the Closing Date for the benefit of Company employees. Continuing Employees (and their eligible dependents) shall be given credit under the employee benefit plans, programs, policies and arrangements that are established or made available for their service with Company and Seller prior to the Closing Date for purpose of (i) eligibility to participate and vesting, and (ii) satisfying any waiting periods, evidence of insurability requirements or the application of any pre-existing condition limitations. Buyer shall cause Company to reimburse Seller for the employer cost of medical coverage for employees, and their eligible dependents, for the balance of the calendar month beginning on the Closing Date and for payroll for all employees of Company for any days in the payroll period in which the Closing Date occurs including and after the Closing Date during which such employees continue to be employed.
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Effective on the Closing Date. ▇▇▇▇▇ shall resign from all of the positions of officer and director that he holds with the Company, including but not limited to President and Secretary of Osage and member of the Compensation Committee of Osage's Board of Directors, and his employment with the Company shall terminate;
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Related to Effective on the Closing Date

  • Agreement to Sell and Contribute on the Closing Date On the terms and subject to the conditions set forth in this Agreement, Santander Consumer does hereby irrevocably sell, transfer, assign, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of Santander Consumer’s right, title and interest in, to and under the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date (collectively, the “Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

  • The First Closing Date Delivery of certificates for the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on [•], or such other time and date not later than 1:30 p.m. New York City time, on [•] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11.

  • Closing Date 1.2 Code........................................................

  • Initial Closing Date 3.1 A meeting shall take place on the Initial Closing Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ or such offices as the parties may agree at which the Seller shall deliver to the Security Trustee or its representative the following documents: (a) two originals of the power of attorney substantially in the form set out in Schedule 5, duly executed by the Seller; (b) a certified copy of each of the Insurance Acknowledgements (as defined in the Mortgage Sale Agreement dated 26 July 2000); (c) a duly executed assignment of the MIG Policies (as defined in the Mortgage Sale Agreement dated 26 July 2000) from the Seller and a certified copy of a notice (the original of which shall be served by courier or by special delivery) of such assignment from the Seller to Carfax or such other insurer under the MIG Policies in the form (mutatis mutandis) set out in Schedules 8 and 9 respectively of the Mortgage Sale Agreement dated 26 July 2000 and a certified copy of consent to assignment of the MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured under the MIG Policies following the assignment) from Carfax or such other insurers in such form as the Mortgages Trustee reasonably requires; (d) a certified copy of the board minutes of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents and all of the documentation to be entered into pursuant to this Agreement; (e) a duly executed assignment of rights against third parties in the form of the Assignment of Third Party Rights; (f) a certified copy of the notice from the Seller to Carfax as to the proposed assignment of the MIG Policies; and (g) a solvency certificate from an authorised signatory of the Seller dated as at the Initial Closing Date. 3.2 The Seller undertakes that, from the Initial Closing Date until the completion of the assignment in accordance with Clause 6.1, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee or as the Mortgages Trustee shall direct. 3.3 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller shall be paid the Purchase Price by telegraphic transfer as follows: (a) the Initial Consideration shall be paid by Funding for and on behalf of the Mortgages Trustee on the Initial Closing Date; and (b) the Deferred Consideration (including any Postponed Deferred Consideration) shall be paid by Funding for and on behalf of the Mortgages Trustee quarterly on the Interest Payment Dates (provided there are available funds and after the making of any provisions in accordance with normal accounting practice) in accordance with the Funding Pre- Enforcement Revenue Priority of Payments or, as the case may be, the Funding Post- Enforcement Priority of Payments. 3.4 The Seller shall provide all reasonable co-operation to the Mortgages Trustee, Funding and the Security Trustee to enable them to carry out their respective duties and enforce their rights under the Transaction Documents. Without prejudice to the generality of the foregoing, the Seller shall: (a) upon reasonable prior notice and during normal office hours, permit the Mortgages Trustee, Funding, the Security Trustee and their authorised employees and agents and other persons nominated by the Security Trustee and approved by the Seller (such approval not to be unreasonably withheld or delayed) to review the Customer Files and the Title Deeds in relation to the Portfolio (subject to such person(s) agreeing to keep the same confidential but provided that disclosure shall be permitted to the professional advisors and auditors of the party making the disclosure and/or to the extent that such disclosure is required by law or for the purpose of any judicial or other proceedings); and/or (b) give promptly all such information and explanations relating to the Loans and their Related Security as the Mortgages Trustee, Funding or the Security Trustee may reasonably request (including a list of the Loans and their Related Security in the Portfolio along with details of the location of the Title Deeds relating thereto), provided that, prior to completion in accordance with Clause 6, the Seller shall be under no obligation to provide any information or documentation to any person other than the Mortgages Trustee and/or the Security Trustee or their respective employees or allow such person access to the Customer Files or Title Deeds if to do so would result in a breach of the applicable Mortgage Terms or the Data Protection ▇▇▇ ▇▇▇▇.

  • The Closing Date Delivery of certificates for the Securities in definitive form to be purchased by the Underwriters and payment therefor shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on November 7, 2019 or such other time and date as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”).