Applicable Closing Date definition
Examples of Applicable Closing Date in a sentence
Seller shall make all required contributions and pay all premiums required under each Seller Employee Plan on behalf of Transferred Employees with respect to periods ending prior to close of business on the date immediately prior to the Initial Closing Date for U.S. Transferred Employees and the Applicable Closing Date for the European Transferred Employees.
To the extent permitted by law and its 401(k) plan, Seller shall make, as and when due, all employee and required employer contributions with respect to the Transferred Employees’ employment service rendered prior to the Closing to the 401(k) plan of Seller and/or the applicable Seller Affiliate (the “Seller 401(k) Plan”) and shall cause the accounts of all Transferred Employees under the Seller 401(k) Plan to become fully vested as of the Applicable Closing Date.
Upon the execution of each of the other Transactional Agreements on the Initial Closing Date, and as applicable on the Applicable Closing Date, each of such other Transactional Agreements to which a member of the Seller Group is a party will constitute the legal, valid and binding obligation of the applicable member of the Seller Group and will be enforceable against each of Seller and the applicable Seller Affiliate, subject to the General Enforceability Exceptions.
Seller and its Affiliates will make payments on or immediately prior to the Applicable Closing Date that constitute all ordinary course wage and other payment obligations to all Transferred Employees in accordance with normal payroll practices in the Ordinary Course of Business.
Consent to (i) as of the Applicable Closing, the Tender Contracts applicable to the CGM Activities in such European Territory and (ii) as of the Initial Closing, the Contracts identified on Schedule 5.1(c), in each case, shall have been obtained as of the Applicable Closing Date and shall be in full force.