Delayed Transfer Closing definition
Examples of Delayed Transfer Closing in a sentence
For the avoidance of doubt, in the case of any Delayed Transfer Jurisdiction, the legal interest in and to such Purchased Assets shall not be conveyed, assigned, transferred or delivered to Purchaser, and the Assumed Liabilities shall not be assumed by Purchaser, until the relevant Delayed Transfer Closing occurs.
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).
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 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.
Upon the Closing (or, with respect to a Delayed Transfer Jurisdiction, the Delayed Transfer Closing), all of the right, title and interest of 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; provided that Buyer may elect to require Seller to convey any of the Purchased Shares and the Purchased Assets to an Other Buyer, and Seller shall comply with any such election.
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).
At the Closing or applicable Delayed Transfer Closing, Seller will pay to each Continuing Employee an amount equal to such Continuing Employee’s accrued and unpaid vacation time, personal hours, paid time-off or days earned, sick leave and any other leave, in each case, to the extent required by Law (“Employee Accrued PTO Payment”).
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.
Buyer shall cause the Employing Entity in Thailand to provide to each Offer Recipient Employee in Thailand a written offer of employment upon the employment terms and conditions described herein (including the following sentence), with such offer to be effective on or prior to the Closing (including, as applicable, the Delayed Transfer Closing) for such jurisdiction.
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.