Following the Effective Time. Xxxxxxxx & Xxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxx Xxxxxx, Xxxxxx Xxxxxxxx and Xxxxx Xxxxxxxxx Email: xxxxxxxxxxxx@xxxxxxxx.xxx, xxxxxx.xxxxxxxx@xxxxxxxx.xxx and xxxxx.xxxxxxxxx@xxxxxxxx.xxx If to the Rights Agent: American Stock Transfer & Trust Company, LLC 0000 00xx Xxxxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Relationship Management or to such other persons or addresses as may be designated in writing by the party to receive such notice as provided above. Any notice, request, instruction or other document given as provided above shall be deemed given to the receiving party (i) upon actual receipt, if delivered personally; (ii) on the earlier of confirmed receipt or three (3) Business Days after deposit in the mail, if sent by registered or certified mail (return receipt requested); (iii) upon confirmation of receipt if sent by electronic mail (provided that if given by electronic mail such notice, request, instruction or other document shall be followed up within one (1) Business Day by dispatch pursuant to one of the other methods described herein); or (iv) on the first (1st) Business Day following the date of dispatch if delivered utilizing next-day service by express courier (with confirmation).
Following the Effective Time. Buyer intends to cause Lamcor to retain substantially all of its current employees and shall provide generally to officers and employees of Lamcor employee benefits under employee benefit and welfare plans (other than stock option or other plans involving the potential issuance of Buyer Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided by Buyer to its similarly situated officers and employees. For purposes of participation, vesting and (except in the case of Buyer retirement plans) benefit accrual under Buyer's employee benefit plans, the service of the employees of Lamcor prior to the Effective Time shall be treated as service with a Buyer Company participating in such employee benefit plans. Except as otherwise contemplated herein, Buyer also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.10 of the Lamcor Disclosure Memorandum to Buyer between Lamcor and any current or former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Lamcor Benefit Plans.
Following the Effective Time. Lessor and Lessee agree that they shall cooperate in a good faith effort to reach an agreement as to the amount of a termination fee to be paid by Lessor to Lessee as a result of termination of the Lease. If Lessor and Lessee are not able to agree within six months from and after the Effective Time as to the amount of a termination fee to be paid to Lessee, then Lessor and Lessee agree that the amount of termination fee shall be determined pursuant to the provisions of Section 37.1 of the Lease. Although the parties acknowledge that the compensation required to be paid by Lessor to Lessee shall be payable in the future in accordance with the foregoing terms, such deferral of payment of such compensation shall not in any way or to any extent whatsoever qualify, condition, or impair the termination of the Lease as of the Effective Time.
Following the Effective Time. Buyer shall arrange for each Seller Employee Benefit Plan participant who becomes a Buyer employee (or an employee of any Buyer subsidiary or affiliate) after the Effective Time (the “Transferred Employees”) to be eligible for at least substantially the same benefits in the aggregate as those provided to similarly situated employees of Buyer. Each Transferred Employee (including without limitation all eligible dependents) shall, to the extent permitted by law and applicable tax qualification requirements, and subject to any applicable break in service or similar rule, receive credit including for eligibility to participate and vesting under Buyer employee benefit plans for years of service with the Seller (and its subsidiaries, affiliates, and predecessors) prior to the Effective Time (except where doing so would cause a duplication of benefits). If applicable, Buyer shall cause any and all pre-existing condition (or actively at work or similar) limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans to be waived with respect to such Transferred Employees and their eligible dependents in accordance with applicable laws and shall provide them with credit for any co-payments, deductibles, and offsets (or similar payments) made during the plan year including the Effective Time for the purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under any Buyer employee benefit plans or programs in which they are eligible to participate after the Effective Time.
Following the Effective Time. Buyer shall honor and shall cause the Surviving Bank to honor in accordance with their terms all employment, severance and other compensation agreements and arrangements existing prior to the execution of this Agreement which are between the Company and any director, officer or employee thereof and which have been disclosed in the Company Disclosure Schedule and previously have been delivered to Buyer.
Following the Effective Time the Buyer shall, or shall cause a Buyer subsidiary to, (i) provide to those former employees of the Business Business whose employment terminated prior to the Effective Time (and eligible dependents of such former employees) (collectively, "Retirees") post-retirement welfare benefits substantially equivalent (both in terms of the benefits provided and the cost of such benefits to a Retiree) to those provided to such individuals under the post-retirement welfare benefit program of the Seller as in effect immediately prior to the Effective Time, (ii) continue an arrangement pursuant to which such post-retirement welfare benefits shall be provided, upon any termination of employment with the Buyer or a Buyer subsidiary, to those Transferred Employees (and their eligible dependents) who elect to receive such benefits (substantially in accordance with procedures currently utilized by the Seller) and who immediately prior to the Effective Time would be eligible for such benefits upon a termination of employment with the Seller (collectively, "Vested Eligible Employees") and (iii) continue an arrangement pursuant to which such post-retirement welfare benefits shall be provided to those individuals (and their eligible dependents) who are not Retirees or Vested Eligible Employees, and who, as of the Effective Time, had attained the age of 50 and had been credited with at least five years of service with the Seller (collectively, "Potential Grow-In Employees"), but only if, at the time of any termination with the Buyer or a Buyer subsidiary, (A) such Potential Grow-In Employee would have been eligible to receive such post-retirement welfare benefits under the Seller's post-retirement welfare benefit program as in effect immediately prior to the Effective Time (crediting service with the Buyer or a Buyer subsidiary as service with the Seller) and (B) such Potential Grow-In Employee elects to receive such benefits (substantially in accordance with procedures currently utilized by the Seller). In connection with the performance of Buyer's obligations hereunder, at the Effective Time the Seller shall cause to be transferred to a "VEBA" established under Section 501(c)(9) of the Code (or to be established) by the Buyer an amount equal to the portion of the Seller's accumulated post-retirement welfare benefit obligations as of December 31, 1999 ("APBO") attributable to Retirees, Vested Eligible Employees and Potential Grow-In Employees (such amount to be adjusted to refle...
Following the Effective Time the Buyer shall continue to provide to individuals who are employed by the Company and its Subsidiaries as of the Effective Time, who remain employed with the Buyer or any Subsidiary of the Buyer, and who are not subject to collective bargaining agreements ("Affected Employees"), for one (1) year following the Effective Time, employee benefits (other than stock option, stock purchase or other benefits involving the potential issuance of securities of the Company or the Buyer) (i) pursuant to the Employee Benefit Plans (including the Corporate Express Severance Policy, dated December 1, 1998, and the Corporate Express Management Incentive Program) as provided to such employees immediately prior to the Effective Time or (ii) pursuant to employee benefit plans, programs, policies or arrangements maintained by the Buyer or any Subsidiary of the Buyer providing coverage and benefits which, in the aggregate, are not materially less favorable than those provided to employees of the Buyer in positions comparable to positions held by Affected Employees with the Buyer or its Subsidiaries from time to time after the Effective Time.
Following the Effective Time. Ainge unconditionally, absolutely and irrevocably guarantees to Fox the prompt payment, in full, when due, of any payment obligations of all members of the Newco Group under this Agreement and the other Ancillary Agreements after the Closing and the prompt performance, when due, of all other obligations of any member of the Newco Group under this Agreement and the other Ancillary Agreements after the Closing. Ainge’s obligations to Fox under this Section 7.3 are referred to as the “Guaranteed Obligations.” The Guaranteed Obligations are absolute and unconditional, irrespective of, and Ainge hereby expressly waives to the extent permitted by law, any defense to its obligations under this
Following the Effective Time. ..11 Section 8.01. Of Each Party Other Than the Company......................11
Following the Effective Time. Buyer shall take commercially reasonable efforts to cause the Surviving Corporation to ensure, and the Surviving Corporation immediately following the Closing agrees to take commercially reasonable efforts to ensure, or cause to ensure, that, except as required by the insurance company, no limitations or exclusions as to pre-existing conditions, evidence of insurability or good health, waiting periods or actively-at-work exclusions or other limitations or restrictions on coverage are applicable to any Company Employees or their dependents or beneficiaries under any welfare benefit plans in which such employees may be eligible to participate, other than those in place for similarly situated employees of Buyer.
