Preservation of Plans Sample Clauses

Preservation of Plans. For a period of five (5) years following the Closing Date, URSI will use its best efforts to maintain in full force and effect each Plan listed in Schedule 10.9, and if any such Plan is a Qualified Plan, will continue to make contributions to such Plan at or above the level stated in Schedule 10.9, unless and until (i) in the case of any Qualified Plan listed in Schedule 10.9, URSI establishes a defined contribution plan intended to qualify under Section 401(a) of the Code and makes contributions to such plan at or above the level stated in Schedule 10.9, or (ii) in the case of each other Plan, URSI establishes a replacement Plan providing equivalent or better benefits, provided that if the cost of providing equivalent benefits should, in the good faith judgment of URSI, become commercially unreasonable, the replacement plan established by URSI may have benefits that are, in the good faith judgment of URSI, as close to equivalent as can be obtained at commercially reasonable cost. There are no intended third party beneficiaries of this Section 10.9, and after the Closing Date it can be waived or modified by URSI and STOCKHOLDERS (or their successors) shown as owning two-thirds of COMPANY Stock on Annex II.
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Preservation of Plans. 40 10.10 HDS Stock Options..................................................................... 41 10.11 Section 338(h)(10) Election........................................................... 41
Sample 1
Preservation of Plans. Until the end of the first full calendar year --------------------- following the Closing Date, HDS will maintain in full force and effect each Plan listed in Schedule 10.9, and with respect to any such Plan that is a Qualified Plan, will continue to make contributions to such Plan at or above the level currently provided thereunder; provided, however, that in lieu of maintaining a Plan listed on Schedule 10.9 HDS may establish a replacement Plan providing equivalent or better benefits, provided that if the cost of providing equivalent benefits should, in the good faith judgment of HDS, become commercially unreasonable, the replacement plan established by HDS may have benefits that are, in the good faith judgment of HDS, as close to the equivalent as can be obtained at commercially reasonable cost. There are no intended third party beneficiaries of this Section 10.9, and after the Closing Date it can be waived or modified by HDS and STOCKHOLDERS (or their successors) shown as owning two-thirds of Company Stock on Annex II.
Sample 1

Related to Preservation of Plans

  • Preservation of Rights No delay or omission of the Lenders or the Administrative Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Loan notwithstanding the existence of a Default or the inability of the Borrower to satisfy the conditions precedent to such Loan shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section 8.2, and then only to the extent in such writing specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Lenders until the Obligations have been paid in full.

  • Preservation of Existence and Similar Matters Except as otherwise permitted under Section 9.4., the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, preserve and maintain its respective existence, rights, franchises, licenses and privileges in the jurisdiction of its incorporation or formation and qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization and where the failure to be so authorized and qualified could reasonably be expected to have a Material Adverse Effect.

  • Preservation and Protection of Collateral (a) The Administrative Agent shall be under no duty or liability with respect to the collection, protection or preservation of the Collateral, or otherwise, beyond the use of reasonable care in the custody and preservation thereof while in its possession.

  • Preservation of Trustee's Rights The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.

  • Preservation of Marks Each Assignor agrees to use or license the use of its Marks in interstate commerce during the time in which this Agreement is in effect, sufficiently to preserve such Marks as trademarks or service marks registered under the laws of the United States or the relevant foreign jurisdiction.

  • Compliance with Laws and Preservation of Corporate Existence Such Seller Party will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Such Seller Party will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted, except where the failure to so preserve and maintain or qualify could not reasonably be expected to have a Material Adverse Effect.

  • Termination of Plans Promptly and in any event within two Business Days after receipt thereof by the Borrower or any member of the Controlled Group from the PBGC, copies of each notice received by the Borrower or any such member of the Controlled Group of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan;

  • Limitation on Duties Regarding Preservation of Collateral The Secured Party’s sole duty with respect to the custody, safekeeping and preservation of the Collateral, under Section 9207 of the UCC or otherwise, shall be to deal with it in the same manner as the Secured Party deals with similar property for its own account. Neither the Secured Party nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Debtor or otherwise.

  • Incorporation of Plan Provisions These Terms and Conditions and the Agreement are made pursuant to the Plan, the provisions of which are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan. In the event of a conflict between the terms of these Terms and Conditions and the Agreement and the Plan, the terms of the Plan shall govern.

  • Preservation of Company Existence The Servicer will preserve and maintain its company existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing as a limited liability company in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect.

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