Benefit Agreements Clause Samples

Benefit Agreements. Section 3.01(g) Benefit Plans...........................................Section 3.01(m) business day............................................Section 8.03(a) Certificate.............................................Section 2.01(c) Closing....................................................Section 1.02

Benefit Agreements. 40 BHCA.......................................................................... 2 BIF........................................................................... 2

Benefit Agreements. The written agreement between The Plan or one of HCSC’s subsidiaries or affiliates, and an employer group, whether insured or self-funded, or an individual under which The Plan arranges for, indemnifies, or administers health care Benefits for Covered Services, and any written health Benefit plan covering a Member, which includes a detailed explanation of Covered Services.

Benefit Agreements. Upon consummation of the Merger, Webster Bank shall assume the obl▇▇▇▇▇▇▇s of Derby in the Directors' Voluntary Deferral Agreements for Derby Savings Bank as set forth therein.

Benefit Agreements. (H) the top five (5) Contracts (determined on the basis of the largest transactions, as measured by total bookings recorded by the Company or any of its Subsidiaries pursuant to such transactions, closed in the four consecutive fiscal quarter period ended August 31, 2018) with respect to purchases by Governmental Entities; (I) any Contract to or by which the Company or any of its Subsidiaries is a party or bound providing for the acquisition or disposition of any assets (other than obligations set forth in the capital expenditure budget set forth on (J) the primary relationship Contract between the Company or any of its Subsidiaries and each of the ten (10) largest customers of the Company and its Subsidiaries (determined on the basis of the largest transactions, as measured by total bookings recorded by the Company or any of its Subsidiaries pursuant to such transactions, closed in the four consecutive fiscal quarter period ended August 31, 2018); (K) the ten (10) largest Contracts between the Company or any of its Subsidiaries and any suppliers of goods, services and personnel to the Company and its Subsidiaries (determined on the basis of amounts paid by the Company or any of its Subsidiaries in the four consecutive fiscal quarter period ended September 30, 2018; (L) any Contract between the Company or any of its Subsidiaries with any supplier of goods and services to the Company and its Subsidiaries for use in the Company’s products or services that involves payments by the Company or its Subsidiaries to such supplier in excess of $10,000,000 per year (other than purchase orders); and (M) any Call Option and any Warrant. The Contracts of the Company or any of its Subsidiaries of the type referred to in clauses (A) through (M) of this subsection (i) are collectively referred to in this Agreement as “Material Contracts.” The Company has, subject to applicable Law and redaction of competitively sensitive information, made available to Parent a complete and correct copy (in all material respects) of each of the Material Contracts as of the date of this Agreement (it being acknowledged by Parent and Sub that each Material Contract filed by the Company with the SEC in the Filed SEC Documents shall be deemed to have been made available to Parent and Sub), including all material amendments or waivers thereto. Except for matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (1) each Material Contract...

Benefit Agreements. Enter into, terminate, establish, adopt or amend (except as may be required by applicable Law) any Benefit Agreements, take any action to grant or approve the grant of, accelerate the vesting, accrual or exercisability of stock options (except as expressly provided by this Agreement), restricted stock or other compensation or benefits payable thereunder or increase the participant pool of any Benefit Agreement (except that it may renew or replace its health insurance policies and programs in effect as of the date of this Agreement upon terms and conditions acceptable to the other party). Without limiting the generality of the foregoing, neither BHC nor the Bank shall take any action which has the effect of increasing its obligations or liabilities pursuant to any stock option plans or any other Benefit Agreement.

Benefit Agreements. On and after the Closing Date, the Surviving ------------------ Corporation shall honor the employment, severance, termination and retirement agreements to which the Company or the Subsidiary is presently a party and which are attached to or disclosed in the Disclosure Schedule, as such agreements may hereafter be amended, modified or terminated with the written consent of Buyer and the other party (the "Benefit Agreements"). On and after the Closing Date, it is the Buyer's intention to cause the Surviving Corporation to take all such actions as are necessary so that, for not less than one year after the Closing Date, employees of the Surviving Corporation during such period (other than employees holding or being a party to Benefit Agreements for which provision is made elsewhere in this Section 6.3) will be provided employee benefit and similar plans and programs as will provide benefits which in the aggregate are not less favorable than those provided to similarly situated employees of the Buyer as of the date hereof: provided, -------- however, that it is understood that after the Closing Date no party hereto will ------- have any obligation to issue shares of capital stock (or options or warrants to acquire any such shares) of any entity pursuant to any such plan or program. Notwithstanding the above, this Section 6.4 shall not create any obligation on the part of the Buyer or the Surviving Corporation to continue the employment of any employee of the Company or the Subsidiary following the Closing or create any rights in any employee to receive any additional benefits. There are no intended third-party beneficiaries of this Section 6.3.

Benefit Agreements. Surviving Corporation and National City shall honor, maintain and perform on and after the Effective Time and through December 31, 2004, without deduction, counterclaims, interruptions or deferment (other than withholding under applicable law or as expressly authorized by a Company Employee Plan), all of Company's and Company Subsidiaries' obligations under Company Employee Plans as such plans are in effect as of the Effective Time. Nothing in this Section shall be construed to require the accrual of any benefit under any Company Employee Plans past December 31, 2004 or preclude National City from amending or terminating any such Company Employee Plan effective on or after December 31, 2004.

Benefit Agreements. List of Retention Bonus Agreements and Severance Agreements for certain employees of Pacifica. Section 5.2(b)(ii)(y): Conflicts – Description of Buyer’s breach of certain borrower financial covenants under its credit line facility.