Buyer Employee Benefit Plans Sample Clauses

Buyer Employee Benefit Plans. (a) For a period of six (6) months following the Closing, Buyer shall provide Employees with base salaries equal to or greater than those provided to such Employees immediately prior to the Closing. Effective on or as soon as practicable after the Closing Date and in accordance with the terms of the Buyer’s benefit plans listed on Schedule 6.8 (the “Buyer’s Plans”), the Buyer shall provide the Employees with coverage under the Buyer’s Plans. The Buyer shall recognize the prior service of the Employees performed for the Company, the Seller and their Affiliates for purposes of eligibility to participate and vesting under the Buyer’s Plans applicable to the Employees except to the extent such prior service credit would result in a duplication of benefits. The Buyer shall also recognize the prior service of the Employees performed for the Company, the Seller and their Affiliates for purposes of providing vacation and other paid time off under the Buyer’s Plans, but otherwise shall not provide prior service credit for benefit accruals or contributions, early retirement subsidies or severance under the Buyer’s Plans applicable to the Employees.
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Buyer Employee Benefit Plans. Effective as of the Closing Date, except as otherwise provided in this Article VI, each Transferred Employee shall cease to participate in any Seller Benefit Plan (other than as a former employee of the Sellers and its Subsidiaries to the extent, if any, permitted by the terms of such Seller Benefit Plan). Effective from and after the Closing, Buyer shall, or shall cause its applicable Subsidiaries to, establish or have in effect Employee Benefit Plans for the benefit of the Transferred Employees (and their dependents and beneficiaries) in accordance with the requirements of this Article VI and Buyer’s and its Subsidiaries’ offers of employment. From and after the Closing Date, Buyer shall, and shall cause its applicable Subsidiaries to, recognize the service of the Transferred Employees prior to the Closing Date with the Sellers or any of their Affiliates and any of their respective predecessors as service with Buyer for the purposes of eligibility and vesting under the Buyer Employee Benefit Plans, including eligibility to participate, vesting and benefit accrual, except to the extent the recognition of such service would result in the duplication of benefits for the same period of service. From and after the Closing Date, each Transferred Employee shall immediately be eligible to participate, without any waiting time, in any and all Buyer Employee Benefit Plans. With respect to any Buyer Employee Benefit Plan that is a medical, dental, other health, life insurance or disability plan, Buyer shall, and shall cause its Subsidiaries to, to the extent permitted by such Buyer Employee Benefit Plan, (i) waive or cause to be waived any pre-existing condition exclusions and requirements that would result in a lack of coverage of any pre-existing condition of a Transferred Employee (or any dependent thereof) that would have been covered under the Seller Employee Benefit Plan in which such Transferred Employee (or eligible and enrolled dependent thereof) was a participant immediately prior to the Closing Date, and credit or cause to be credited any time accrued against applicable waiting periods relating to such pre-existing condition, (ii) ensure that any medical, dental or other health expenses incurred by a Transferred Employee (or family member thereof) in the calendar year that includes the Closing Date is recognized for purposes of calculating any deductible, co-payment, out-of-pocket maximum, benefit limitations or similar provisions for such calendar year ...
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Buyer Employee Benefit Plans. Notwithstanding the foregoing, credit will be granted to the Hired Employees under the Buyer’s employee benefit plans, including, but not limited to, any retirement, 403(b), 401(k), profit sharing, health and welfare, life, disability, vacation or paid time-off, severance and similar plans of Buyer covering the Hired Employees for their continuous employment with Seller from their most recent hire date by Seller through the Closing Date for purposes of (A) satisfying any and all eligibility and participation requirements under such plans; (B) determining the vested status of the Hired Employees under such plans; and (C) determining the amount and duration of any benefits under such plans to the extent that service or seniority is a consideration in calculating benefits, but no credit for any service will be required that would result in a duplication of benefits, such as pension or retirement benefits, or an accrual of such a benefit for a period of time prior to the employment of the Hired Employees by Buyer, as provided herein. Notwithstanding the foregoing, such service credit will be granted only to the extent service with Buyer is recognized under any such plan, program, policy or arrangement, and will not be granted to the extent such treatment would result in duplicative benefits for the same period of service, or to the extent such service is prior to a specific date before which service would not have been credited for employees of Buyer.
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Buyer Employee Benefit Plans. Following the Closing, Buyer shall:
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Buyer Employee Benefit Plans. (a) SCHEDULE 5.8.2 lists each Buyer Employee Benefit Plan and clearly identifies each as a Pension Plan, Welfare Plan or other type of Buyer Employee Benefit Plan in which employees of the Staker Operations participate.
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Buyer Employee Benefit Plans. 50 4.16. Directors, Officers and Employees........................50 4.17. Environmental Matters....................................51 4.18. Investment Advisory and Investment Company Matters.......52 4.19. Takeover Statutes........................................52 4.20. Derivatives..............................................52 4.21. Brokers and Finders, etc.................................52 4.22. Securities...............................................52 4.23. Certain Actions..........................................52 4.24. Full Disclosure..........................................53 ARTICLE V COVENANTS 53
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Buyer Employee Benefit Plans. (a) Schedule 4.15 of Buyer's Disclosure Schedule sets out summaries of all employee benefit plans, share option plans, profit related pay plans or other employee benefit plans of any kind of Buyer or its Subsidiaries now in-force and there are no other such plans.
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Buyer Employee Benefit Plans. (a) The Buyer Parties have provided to Seller a copy of each employment and service Contract between a Buyer Group Entity and any “named executive officer” of Buyer Parent. With respect to each material Buyer Employee Plan, the Buyer Parties have provided to Seller, as applicable: (i) the current prospectus or summary plan description and all summaries of material modifications or, if no prospectus or summary plan description is required, a description of material terms, (ii) the most recent favorable determination or opinion letter from the IRS, (iii) the most recently prepared actuarial reports and financial statements, and (iv) all material, non- routine documents and correspondence relating thereto received from or provided to any Governmental Authority within the last three (3) years.
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Buyer Employee Benefit Plans. Following the Closing, Buyer shall cause the Transferred Employees to be covered under Employee Benefit Plans that are, (A) with respect to the Transferred Employees in Canada, no less favorable, (B) with respect to the Transferred Employees in the United States employed by Alpharetta, offered by Buyer under Buyer's Employee Benefit Plans to Buyer's employees in comparable positions and employment status, and, (C) with respect to the Transferred Employees in the United States located in Selma, Alabama, comparable when taken in the aggregate, to the Employee Benefit Plans under which such Transferred Employees were covered immediately prior to the Closing. Buyer shall cause service with Sellers to be recognized as eligibility and vesting service for purposes of all applicable Employee Benefit Plans and compensation plans and arrangements applicable to the Transferred Employees after the Closing, to the extent such service was credited under comparable plans and arrangements of Sellers prior to the Closing. From and after the Closing Date, in the case of any Employee Benefit Plan of Buyer that is an employee health or life insurance plan and in which the Transferred Employees become eligible to participate (any such plan, a "Buyer Welfare Plan"), Buyer shall cause such Buyer Welfare Plan to waive any pre-existing conditions of any such Transferred Employee that were covered under the Employee Benefit Plan in which such Transferred Employee was a participant immediately prior to commencement of participation in Buyer Welfare Plan.
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Related to Buyer Employee Benefit Plans

  • Employee Benefit Plans Except as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; (v) the present value of the aggregate benefit liabilities under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

  • Employee Benefit Plans; ERISA (a) Except as disclosed in the Parent SEC Documents, there are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.”

  • Company Benefit Plans (a) Section 4.13(a) of the Company Disclosure Letter sets forth a complete list, as of the date hereof, of each material Company Benefit Plan. For purposes of this Agreement, a “

  • Employee Benefits Plans Schedule 7.14 hereto identifies as of the date hereof each ERISA Plan sponsored or maintained by a Company or BRJ Seller. Except as would not reasonably be expected to have a Material Adverse Effect: (a) no ERISA Event has occurred or is expected to occur with respect to an ERISA Plan; (b) payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan; (c) the liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements to the extent required by GAAP; and (d) to our knowledge, no changes have occurred or are expected to occur that would cause an increase in the cost of providing benefits under any ERISA Plan. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each ERISA Plan that is intended to be qualified under Code Section 401(a): (i) there has been no non-compliance by the ERISA Plan and any associated trust with the applicable requirements of Code Section 401(a), (ii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely), (iii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired, (iv) the ERISA Plan currently satisfies the requirements of Code Section 410(b), without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”, and (v) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets. Except as would not reasonably be expected to have a Material Adverse Effect, no Controlled Group Member has or has had in the past, an obligation to contribute to a Multiemployer Plan.

  • Welfare Benefit Plans During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

  • Employee Benefit Arrangements (i) All liabilities under the Employee Benefit Arrangements are (A) funded to at least the minimum level required by Law or, if higher, to the level required by the terms governing the Employee Benefit Arrangements, (B) insured with a reputable insurance company, (C) provided for or recognized in the financial statements most recently delivered to the Administrative Agent pursuant to Section 6.01 hereof or (D) estimated in the formal notes to the financial statements most recently delivered to the Administrative Agent pursuant to Section 6.01 hereof, where such failure to fund, insure, provide for, recognize or estimate the liabilities arising under such arrangements could reasonably be expected to have a Material Adverse Effect.

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