Following the Closing Date. Seller shall promptly pay when due all of its debts and Liabilities, including any liability for income taxes and excluding any debts and Liabilities expressly assumed by Buyer hereunder; provided, however, this covenant shall not apply to any debt or Liability or portion thereof, that Seller is contesting in good faith by appropriate proceedings; and provided further, that Seller shall pay promptly all or that portion of such contested debt or Liability that is found to be owing at the completion of such proceedings.
Following the Closing Date. 4.5.1 each Seller shall, or shall procure that a member of that Seller’s Group shall, pay a pro-rated cash bonus for the current bonus year as at the Effective Time and any unpaid cash bonus for the bonus year which ended before the Effective Time to each Transferred Employee formerly employed by that Seller’s Group and who participated in such annual cash bonus plan within 90 days following the Closing Date. For the avoidance of doubt, this paragraph 4.5.1 shall apply whether or not a member of that Seller’s Group provides post-Closing payroll services to a Target Group Company; and
Following the Closing Date. (a) Seller shall give Buyer or its tenant or operator and their authorized employees, agents, officers, representatives and successors-in-interest, access to its books and records (and permit Buyer or its tenant or operator to make copies thereof) to the extent relating to the Facility, as Buyer or its tenant or operator may request, and (b) Buyer or its tenant or operator shall give Seller and their authorized employees, agents, officers, representatives and successors-in-interest, access to the books and records of the Facility (and permit Seller to make copies thereof, at Seller's cost and expense) to the extent relating to periods prior to the Closing Date as Seller may reasonably request and at reasonable times for purposes of preparing Tax Returns and conducting proceedings relating to Taxes or other governmental inquires or reports including any audit requirement of the HUD mortgage.
Following the Closing Date. (A) Transferred Employees' accrued benefits under Seller's defined benefit pension plans shall be frozen and shall not be increased as the result of any service completed or any compensation received for employment with the Buyer after the Closing Date. Notwithstanding the preceding sentence, and only for purposes of determining vesting and eligibility for early retirement subsidies under the Seller's defined benefit retirement plans, Seller shall recognize the Transferred Employees' employment with the Buyer after the Closing Date as if such employment was with the Seller. Transferred Employees shall have a right to commence benefits in accordance with Seller's defined benefit plans; provided, however, any subsidies reflecting employment described in this subparagraph shall be paid only if the Transferred Employee terminates employment with the Buyer.
Following the Closing Date. Buyer shall maintain the Books and Records for a minimum period of seven years and, during such time period, shall allow Sellers, upon reasonable prior notice and during regular business hours, the right, at Sellers' expense, to examine and make copies of the Books and Records transferred to Buyer at the Closing for any reasonable business purpose. Access to such Books and Records shall be at Sellers' expense and may not unreasonably interfere with Buyer's, the Company's or any of its subsidiaries' or any successor company's business operations.
Following the Closing Date. (a) notwithstanding the obligations of clause 8, each member of the Purchaser Group shall (at the Seller’s expense, to the extent the costs are reasonable) give such assistance to any member of the Seller Group (including access to records and personnel) as the Seller may reasonably request in relation to any third party proceedings by or against any member of the Seller Group so far as they relate to the Company, including proceedings relating to employees’ claims or Taxation; and
Following the Closing Date. SBC Sub shall purchase from Operating Partnership the Prodigy Service and resell it to Legacy Subscribers. Operating Partnership will set the wholesale price for narrowband and broadband service equal to (i) the weighted average price of the amounts charged by SBC and its Affiliates to the Legacy Subscribers at retail as of the Closing Date (the "Retail Price"); provided, that, in the event that following the Closing Date, the Average Retail Price increases or decreases by more than ten percent (10%) from the Average Retail Price as of the Closing Date, SBC Sub and Operating Partnership agree to hold discussions to determine whether its is appropriate to adjust the Retail Price, less (ii) any reasonable and necessary expenses, direct or indirect, actually incurred by SBC Sub or its Affiliates in serving Legacy Subscribers, such expenses to be determined in a manner consistent with SBC Sub's historical practices and consistent with regulatory cost accounting requirements applicable to SBC and its regulated subsidiaries (such sum, the "Wholesale Price"). For illustrative purposes only, an example of how this provision would be implemented in practice is attached hereto as Schedule 2.7(b)(i). SBC Sub shall pay to Operating Partnership the Wholesale Price for each Legacy Subscriber in respect of which it is obligated to purchase from Operating Partnership the Prodigy Service pursuant to this Section 2.7(b) on a monthly basis so long as such Legacy Subscriber (x) is (i) a Prodigy Subscriber during the month for which such payment is made or (ii) a subscriber on a full or partial payment waiver pursuant to a SBC promotional offer and (y) has not cancelled the Prodigy Service. On a quarterly basis, such monthly payments shall be reconciled to reflect actual experience.
Following the Closing Date. Purchaser shall and shall cause its Affiliates to, and shall use commercially reasonable efforts to cause all its and their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other Requirements of Law, all confidential documents and information concerning the Excluded Assets, Excluded Liabilities and the respective businesses of Seller and its Affiliates other than the ESP Business, except to the extent that such information can be shown to have been (i) in the public domain through no fault of Purchaser or any such Affiliate or other Person, or (ii) later lawfully acquired by Purchaser or any such Affiliate or other Person, as the case may be, from a third-party; provided that Purchaser and any such Affiliate may disclose such information to their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such Persons are informed by Purchaser or such Affiliate, as the case may be, of the confidential nature of such information and are directed by Purchaser or such Affiliate, as the case may be, to treat such information confidentially. The obligation of Purchaser and its Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information.
Following the Closing Date. Buyer and Seller shall abide by the alternate procedure for employment tax reporting set forth in Section 5 of IRS Revenue Procedure 96-60 with respect to the filing of all applicable Form W-2s, 941s or other related employment tax filings for 2002.
Following the Closing Date. (i) for purposes of determining eligibility to participate, vesting and benefits accrual (other than benefit accrual under any defined benefit pension plan) in plans, programs, policies and arrangements maintained by Purchaser, the Company or its Subsidiaries in respect of any Employee following the Closing (the “Purchaser’s Benefit Plans”), each Employee will be credited with all such Employee’s years of service with the Company and its Subsidiaries (to the extent such service was credited under the analogous predecessor plan), except to the extent such credit would result in an unintended duplication of benefits, (ii) Purchaser shall cause the eligibility of any Employee under any Purchaser’s Benefit Plan providing health and welfare benefits not to be subject to any exclusion for any pre-existing condition or waiting periods to the extent waived under a comparable Employee Benefit Plan maintained by the Company or any of its Subsidiaries immediately prior to the Closing, and (iii) eligible expenses incurred by any Employee up to and including the Closing Date shall be taken into account for purposes of satisfying applicable deductible provisions and/or annual out-of-pocket limits, if any, under Purchaser’s Benefit Plans in which such Employee is eligible to participate, to the extent credited under the Employee Benefit Plans.
