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.
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.
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.
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.
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 exxxxx xx xx 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.
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.
Effective on the Closing Date x. Xxxxx 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;
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.
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).
