Examples of Delayed Transfer Closing in a sentence
The Parties agree to use reasonable best efforts to accomplish each transfer described in this Section 5.5(m) as soon as practicable following the Closing Date (or Delayed Transfer Closing with respect to a Delayed Transfer Country) and to cooperate in good faith to make such filings and disclosures and obtain such approvals as may be deemed necessary or advisable in accordance with applicable Law.
To the extent permitted by applicable Law, effective as of the Closing Date (or Delayed Transfer Closing with respect to a Delayed Transfer Country), an Affiliate of Purchaser shall assume or retain sponsorship of, and shall retain or assume all assets (if any) and Liabilities relating to, the Dedicated Retirement Plans.
The Transferred Employees (assuming for purposes of this Section 5.5(k) that all Applicable OUS Conveyed Company SSEs are Transferred Employees) who are active participants (the “Non-U.S. Pension Participants”) in Seller’s Non-U.S. Retirement Plans shall cease to be an active participant or actively accrue benefits under Seller’s Non-U.S. Retirement Plans as of the Closing (or Delayed Transfer Closing, as applicable).
Differences in income taxes between SFAS No. 109 and the rate-making treatment of the applicable regulatory commissions are recorded as regulatory assets which totaled $266.6 million and $227.6 million at December 31, 2006 and 2005, respectively.
Seller (and each of Seller’s Affiliates, as applicable) shall timely cause the Delayed Restructuring to occur with effect prior to the applicable Delayed Transfer Closing with respect to Vietnam.
Seller shall not knowingly discourage any Business Employee from accepting an offer of employment from an Employing Entity, or otherwise transferring to or continuing employment with an Employing Entity or its Affiliates (including, as of the Closing (or, with respect to any Delayed Transfer Jurisdiction, the Delayed Transfer Closing), Buyer and its Subsidiaries).
Upon the Closing (or, with respect to a Delayed Transfer Jurisdiction, the Delayed Transfer Closing), all of the right, title and interest of Seller or any Other Seller, (including any risk of loss) in and to all of the Purchased Shares and the Purchased Assets shall pass to Buyer or such Other Buyer and in a manner consistent with the Step Plan Schedule.
The Transferred Employees (assuming for purposes of this Section 5.5(k) that all Applicable OUS Conveyed Company SSEs are Transferred Employees) who are active participants (the “Non-U.S. Pension Participants”) in Seller’s Non-U.S. Retirement Plans shall cease to be an active participant or actively accrue 107 benefits under Seller’s Non-U.S. Retirement Plans as of the Closing (or Delayed Transfer Closing, as applicable).