Assumed Plans. Purchaser shall notify Sellers in writing no later than two (2) Business Days prior to the Closing as to which Employee Benefit Plans Purchaser shall adopt and assume, if any (the “Assumed Plans”). With respect to each Assumed Plan, Purchaser or, any entity designated by Purchaser, will be substituted for the applicable Seller as the plan sponsor under any such Assumed Plan and Purchaser shall have all rights of such Seller thereunder, including full authority to maintain, amend or terminate any such Assumed Plan at any time, in Purchaser’s sole discretion. Sellers agree to cooperate with Purchaser in adopting and effectuating any plan amendments to the Assumed Plans reasonably requested by Purchaser, so long as such amendments are effective as of, or after, the Closing Date and are consistent with applicable Law and other agreements under which Sellers are obligated. The parties agree to cooperate in all respects and take any actions necessary to implement the assumption by Purchaser of the Assumed Plans. Before, or as soon as administratively practicable after, the Closing, Sellers will provide Purchaser with (i) all records concerning participation, vesting, accrual of benefits, payment of benefits, and election forms of benefits under each Assumed Plan, and (ii) any other information reasonably requested by Purchaser as necessary or appropriate for the administration of each Assumed Plan, each subject to the provision of consent by any Purchaser Employee to the extent and in the manner required by Law. Purchaser will make all required filings or reports with or to the IRS, or any other governmental agency, and the participants and their beneficiaries with respect to each Assumed Plan on a timely basis for all plan years ending before, on or after the Closing Date or as may be required with respect to such Assumed Plan, provided the initial deadline for such filing or report is after the Closing Date. All parties recognize that a reasonable transition period may be necessary after the Closing Date and prior to Purchaser’s implementation of its assumption of the Assumed Plans before full compliance with this Section 6.5 is achieved, during which some or all of the Purchaser Employees and other participants and beneficiaries of the Assumed Plans may not be able to (i) make (and Purchaser may not be able to process) elective deferral contributions, loan repayments, investment changes, distribution requests, benefit payment requests or reimbursement request...
Assumed Plans. ................................................................................. Section 4.5(a) Certificates ...................................................................................... Section 4.4(c) Chevron ........................................................................................... Section 6.3 ChevronTexaco .....................................................................................
Assumed Plans. “Assumed Plans” is defined in Section 2.8(n) of the Agreement.
Assumed Plans. At the Merger Effective Time, Moon will assume the Comet Stock Plans. Following the Merger Effective Time, under such Comet Stock Plan, as applicable, Moon will be entitled to grant equity or equity-based incentive awards with respect to Moon Common Stock, to the extent permissible under applicable Law, using the share reserves of such Comet Stock Plan as of the Merger Effective Time (including any shares of Moon Common Stock returned to such share reserves as a result of the termination or forfeiture of an Assumed Award granted pursuant to this Section 4.1), except that: (i) shares covered by such awards will be shares of Moon Common Stock; (ii) all references in such Comet Stock Plan to a number of shares will be deemed amended to refer instead to that number of shares of Moon Common Stock (rounded down to the nearest whole share) as adjusted pursuant to the application of the Exchange Offer Ratio; and (iii) the Moon Board or a committee thereof will succeed to the authority and responsibility of the Comet Boards or any applicable committee thereof with respect to the administration of such Comet Stock Plan.
Assumed Plans. Effective as of the Closing Date, Buyer shall assume sponsorship of and, except as otherwise expressly provided in this SECTION 5.7, all obligations under, Liabilities with respect to, and assets with respect to, the Company Benefit Plans set forth on SCHEDULE 5.7(G) (the "ASSUMED PLANS"). Sellers and Buyer shall take all actions necessary to transfer such sponsorship and assets to Buyer as of the Closing Date. Except as otherwise expressly provided in this SECTION 5.7, Seller shall retain and assume all obligations under and Liabilities with respect to any Seller Benefit Plan which is not an Assumed Plan.
Assumed Plans. Section 4.2(d) Certificate of Merger....................................................................... Section 1.3 Certificates................................................................................ Section 4.3(b) Closing..................................................................................... Section 1.2
Assumed Plans. Buyer shall, or shall cause one of its Affiliates to, honor or assume, as applicable, all obligations attributable to the Business Employees under the Employee Benefit Plans set forth on Schedule 8.3(e) (the “Assumed Plans”), and shall discharge all obligations attributable to the Business Employees under such Assumed Plans in accordance with their terms.
Assumed Plans. (a) At the Effective Time, New Swift shall adopt and assume all of the rights and obligations of Old Swift under all of the employee benefit plans of Old Swift, including, but not limited to, the various plans, policies, programs and other arrangements for the benefit of its employees, non-employee directors, and/or employees of other participating employers and which shall specifically include the following: the Swift Energy Company 2005 Stock Compensation Plan, the Swift Energy Company 2001 Omnibus Stock Compensation Plan, Swift Energy Company Employee Savings Plan, Swift Energy Company 1990 Nonqualified Stock Option Plan, as amended, Swift Energy Company 1990 Stock Compensation Plan, as amended, Swift Energy Company Employee Stock Purchase Plan, Swift Energy Company Employee Stock Ownership Plan, Swift Energy Company 401(k) Plan, as all of the same have been amended and are in effect as of the Effective Time (the "Assumed Plans"). New Swift shall adopt the Assumed Plans as its own, and shall continue such plans in accordance with their terms. New Swift shall permit other participating employers affiliated with New Swift to participate in the Assumed Plans in the same manner as such employers participated as of or before the Effective Time in such Assumed Plans.
Assumed Plans. All assets, contracts, trust agreements, funding arrangements, plan documents, rights and interests of Seller under the Assumed Plans (if any);
Assumed Plans. Purchaser or one of its Affiliates shall, as of the applicable Transfer Date, assume or retain sponsorship and administration of each Assumed Plan with respect to the obligations thereunder related to each Continuing Employee; provided that nothing in this Agreement shall be interpreted as limiting the power, after the applicable Transfer Date, of the Purchaser or any of its Affiliates to amend or terminate any particular Assumed Plan in accordance with the terms of such plan and applicable Law.
