Closing, the claim shall be the joint responsibility and Liability of: (i) NewU or its Affiliates and (ii) Contributor and shall be equitably apportioned between NewU or its Affiliates, on the one hand, and Contributor, on the other hand, based upon the relative periods of time that the Workers Compensation Event transpired preceding and following the Closing.
7.7 Vacation. From and after the Closing, NewU shall honor all accrued but unused vacation and other paid time-off of the Transferred Employees. On the date of Contributor's first regularly-scheduled payroll cycle on or after the Closing Date or, where required by Law, on the Closing Date, Contributor shall pay each Transferred Employee the amount of his or her vacation pay that, as of the Closing Date, was reflected on Contributor's accounting books and records as being accrued but unused.
7.8 Payment of Bonuses. Contributor shall pay the Transferred Employees bonuses for any full year and pro-rated bonuses for any portion of a year during which the Transferred Employees worked for Contributor in the amount such Transferred Employees would have earned, and payable when such bonuses would be paid, if they had remained employed by Contributor; provided, however, that (a) no bonuses will be paid to Transferred Employees who are not still employed by NewU as of the date that such bonuses are payable, and (b) for the avoidance of doubt, no bonuses will be paid for any periods prior to the year in which this Agreement was executed.
7.9 No Third-Party Beneficiaries. Nothing contained in this Agreement, express or implied: (i) shall be construed to establish, amend, or modify any benefit plan, program, agreement or arrangement; (ii) shall alter or limit NewU’s or its Affiliates’, or Contributor’s or its Affiliates’, ability to amend, modify or terminate any particular benefit plan, program, agreement or arrangement; (iii) is intended to confer upon any current or former employee (including any dependent thereof) of Contributor or any of its Affiliates or any person other than the Parties (including any Transferred Employee) any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment; or (iv) is intended to confer upon any individual (including employees, retirees, or dependents or beneficiaries of employees or retirees) of Contributor or any of its Affiliates or any person other than the Parties (including any Transferred Employee) any right as a third party beneficiary of this Agreement.
Conditions to Obligations to Close.
8.1 Conditions to Obligation of All Parties to Close. The respective obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or written waiver by NewU, in its sole discretion, and Contributor, in its sole discretion, in each case, at or prior to the Closing Date of the following conditions. Each of the Parties shall use commercially reasonable efforts to prevent the occurrence of a Material Adverse Effect within its control.
(a) No Action by any Governmental Entity (other than one of the Purdue Parties) which seeks to prevent or enjoin the consummation of the transactions contemplated by the Transaction Documents shall have been commenced and be continuing.
(b) No Law or Educational Requirement shall have been enacted, entered, promulgated and remain in effect that prohibits or makes illegal or otherwise prohibits or prevents the consummation of the transactions contemplated by this Agreement.
(c) All Governmental Consents to the transactions contemplated by this Agreement that are set forth on Exhibit C (Closing Governmental Consents) shall have been obtained, in form and substance reasonably satisfactory to NewU and Contributor.
(d) An ED Preacquisition Review Notice shall have been received from ED with respect to ED Institution.