Benefit Matters. AMCON and HNWC will work together to design benefit plans to be adopted by the Surviving Corporation for the benefit of its employees as soon as practicable following the Merger. Until such adoption, the Surviving Corporation shall cause all AMCON Employee Plans and all HNWC Employee Plans to be maintained in full force and effect.
Benefit Matters. (a) Each employee of HWG, LLC (including those individuals considered to be jointly employed by 1st Odyssey and HWG, LLC) who is a participant in the Hallwood Group Tax Favored Savings Plan (401(k) plan) and who is employed by Purchaser, Parent or an affiliate of either (a "Post Closing Employer") on the date that is sixty (60) days after the Effective Time will be permitted to "roll over" his or her account balance into the Post Closing Employer's 401(k) Plan.
(b) At the Effective Time (or following a reasonable transition period as set forth below), employees of HWG, LLC (including those individuals considered to be jointly employed by 1st Odyssey and HWG, LLC) ("Partnership Employees") who have become employees of a Post Closing Employer ("Continuing Employees") shall be eligible to participate in those employee benefit plans maintained for similarly situated employees of a Post Closing Employer, or in substantially similar programs, on the same terms applicable to similarly situated employees of such Post Closing Employer. Each Continuing Employee shall be given credit for any sick leave time accrued, but unused, as of the day immediately preceding the Effective Time (or, if later, the time of the transition of such employee from a Partnership Benefit Plan to a Employee Plan). Each Continuing Employee shall be given credit, for purposes of any service requirements for participation, vesting or length of service requirements (but not benefit accrual for purposes of any defined benefit pension plan), for his or her period of service with HWG, LLC (including any period of joint employment with 1st Odyssey and employment by the General Partner, HCRE and their predecessors) credited under a similar plan prior to the Effective Time, subject to appropriate break in service rules. Each such employee shall, with respect to any Post Closing Employer plans or programs which have co-payment, deductible or other co-insurance features, receive credit for any amounts such individual has paid to date in the plan year of the Effective Time under comparable plans or programs maintained by Post Closing Employer prior to the Effective Time. Each such employee shall be subject to any pre-existing condition limitations under such Post Closing Employer's group health plan only to the extent that the employee's benefits were so limited under the group health plan as of the Effective Time.
(c) Nothing in this Section 6.13 shall be construed as granting any Partnership Employee...
Benefit Matters. (a) Neither Seller or any of its Affiliates nor any member of the Company Group currently has or ever maintained, sponsored, contributed to, or required to be contributed to, for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant of any member of the Company Group or any spouse or dependent of such individual pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity, stock or stock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, (each, a “Benefit Plan”), nor is there any Benefit Plan under which any member of the Company Group or any of its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise.
(b) Except as set forth in Section 3.22(b) of the Disclosure Schedules, neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional or subsequent events): (i) entitle any current or former director, officer, independent contractor or consultant of any member of the Company Group to severance pay or any other payment; (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation (including stock-based compensation) due to any such individual; (iii) result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or (vi) require a “gross-up” or other payment to any “disqualified individual” within the meaning of Section 280G(c) of the Code.
(c) Each member of the Company Group has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Benefit Matters. (a) Except as provided on Schedule 4.14(a) and except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA, the Seller Group does not have any liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof that shall affect the Buyer or the Assets. There is no health care plan sponsored or maintained by the Seller Group that provides health or dental coverage or benefits to any current or future retiree of the Seller Group or their spouses or dependents.
(b) Schedule 4.14(b) contains a list of all material Employee Plans sponsored, maintained or contributed to by the Seller Group, or to which the Seller Group has an obligation to contribute. With respect to any Employee Plan that is sponsored, maintained, or contributed to (or to which there is an obligation to contribute), or has been sponsored, maintained, or contributed to (or to which there has been an obligation to contribute) within six (6) years prior to the Closing Date, by the Seller Group, or any corporation, trade, business, or entity under common control with either Seller, within the meaning of Section 414(b), (c), (in) or (o) of the Code or Section 4001 of ERISA (“Commonly Controlled Entity”), except as set forth on Schedule 4.14(b) (i) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied in full, (ii) no liability to the Pension Benefit Guaranty Corporation has been incurred by the Seller Group or any Commonly Controlled Entity, which liability has not been satisfied in full, (iii) no Tax under Section 4971 of the Code has been incurred for failure to satisfy the minimum funding requirements, (iv) all contributions (including employer contributions and employee elective deferred contributions) that are due have been timely paid to the Savings Plans and all contributions (including installments) to such plan (other than the Savings Plans) required by Sections 302, 303 and 304 of ERISA and Sections 412, 430, 431 and 432 of the Code have been timely made and all contributions for any period ending before the Closing Date that are not yet due have been paid up to and including the Closing Date to any such Employee Plan which is subject to Section 302 of ERISA or Section 412 of the Code, or accrued on the books of the Sellers or any Commonly Controlled Entity, (v) no liability under Sections 302, 303 or 3...
Benefit Matters. (a) To the extent service is relevant for purposes of eligibility, participation or vesting or receipt of benefits under a welfare benefit plan (but not the accrual of benefits under a retirement plan) under any employee benefit plan, program or arrangement established or maintained by Parent or a Subsidiary of Parent in which Business Employees may participate, such Business Employees shall be credited for service accrued as of the Effective Time with the Company to the extent such service was credited under a similar plan, program or arrangement of the Company.
(b) To the extent Business Employees and their dependents enroll in any health plan sponsored by Parent or a Subsidiary of Parent, Parent shall waive any preexisting condition limitation applicable to such Business Employees to the extent that the employee’s or dependent’s condition would not have operated as a preexisting condition under the group health plan maintained by the Company. In addition, Parent shall cause such health plans (i) to waive all preexisting condition exclusions and waiting periods otherwise applicable to Business Employees and their dependents, other than exclusions or waiting periods that are in effect with respect to such individuals as of the Effective Time to the extent not satisfied, under the corresponding benefit plans of the Company, and (ii) to provide each Business Employee and his or her dependents with corresponding credit for any co-payments and deductibles paid by them under the corresponding benefit plans of the Company during the portion of the respective plan year prior to the Effective Time.
(c) With respect to the 401(k) accounts of those Business Employees who become eligible to participate in Parent’s 401(k) plan after the Effective Time, Parent agrees to take one or more of the following actions: (i) to establish an arrangement under which such Business Employees are provided with payroll withholding for purposes of repaying any loan that is outstanding under the Company’s 401(k) plan as of the Effective Time; (ii) to permit such Business Employees to voluntarily transfer or roll over their accounts (including loans) from the Company’s 401(k) plan to Parent’s 401(k) plan; or (iii) to cause Parent’s 401(k) plan to accept a direct trustee-to-trustee transfer of assets from the Company’s 401(k) plan into Parent’s 401(k) plan, including any outstanding loans, on behalf of such Business Employees. Parent and the Company agree that they shall take all action...
Benefit Matters. The employees of the Company and --------------- its subsidiaries shall be eligible to participate in the Acquiror 401(k), profit sharing, stock option and stock purchase plans and Acquiror medical, life insurance, disability insurance and vacation plans (the "Plans") effective (a) February 2, 1997 or (b) if the Effective Time is after February 2, 1997, the first day of the month following the Effective Time (the "Eligibility Date"). Participation in the Plans shall be subject to the eligibility requirements and the terms and conditions of each of the Plans. For purposes of the eligibility and vesting requirements of the Plans, service credit will be given for employment with the Company and its Subsidiaries prior to the Effective Time. The medical plan of the Acquiror shall not include pre-existing condition exclusions with respect to employees of the Company and its subsidiaries as of the Effective Time, except to the extent such exclusions were applicable under the medical plan of the Company on the Effective Time. Effective as of the Eligibility Date, all welfare benefit plans and the vacation plan of the Company and its subsidiaries will be terminated. Acquiror shall cause the Company to perform the Company's obligations under all employment, consulting and other compensation arrangements disclosed in Sections 5.1(i) and (m) of the Company Disclosure Schedule.
Benefit Matters. (a) Schedule 3.17(a) of Seller Disclosure Schedules contains a complete and correct list as of the date hereof of all material Employee Plans. No Acquired Company has any commitment to establish or enter into any new Employee Plan, or to modify, amend or continue, other than as required by applicable Law, any Employee Plan or the terms thereof.
(b) At no time has any Acquired Company contributed to, been obligated to contribute to, participated in, or had any Liability with respect to (including any Liability through an ERISA Affiliate), any “multiemployer plan” (within the meaning of Section 3(37) of ERISA), a “multiple employer plan” (within the meaning of Section 413 of the Code) or a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA).
(c) None of the Acquired Companies has maintained, established, sponsored, participated in, contributed to, or been required to contribute to, or had any Liability (including any Liability on account of an ERISA Affiliate) with respect to any pension plan (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA, Section 302 of ERISA, or Section 412 of the Code.
(d) Each Employee Plan and any related trust intended to qualify under Section 401(a) of the Code is so qualified and has received a favorable determination letter or opinion letter from the U.S. Internal Revenue Service (the “IRS”) stating that the form of such plan is so qualified, and to Seller’s Knowledge there has been no event, condition or circumstance that has adversely affected or could adversely affect such qualified status.
(e) Each Employee Plan has been established and maintained in compliance with its terms and applicable Laws in all material respects, including ERISA and the Code, as applicable. Each Acquired Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and, to Seller’s Knowledge there is no default or violation by any other party to, any Employee Plan. There are no actions, Suits, arbitrations, mediations, claims or investigations pending, or, to Seller’s Knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Employee Plan or against the assets of any Employee Plan. There are no audits, or Suits pending or, to Seller’s Knowledge, threatened by the IRS or any other Governmental Entity with respect to any Employee Plan. All Taxes that are required by applicable La...
Benefit Matters. 36 SECTION 5.08 Stock Exchange Listing.............................................................37 SECTION 5.09 Letters of the Company's Accountants...............................................37 SECTION 5.10 Rights Agreement...................................................................37
Benefit Matters. 78 SECTION 5.05. Indemnification............................................. 79 SECTION 5.06. Public Announcements........................................ 81 SECTION 5.07. Affiliates.................................................. 82 SECTION 5.08. No Solicitation............................................. 82
Benefit Matters. Except as contemplated herein, the Company, for the period ending on December 31, 1997, shall provide employee benefits under plans, programs and arrangements which, in the aggregate, will provide benefits to the employees of the Company which are no less favorable, in the aggregate, than those provided pursuant to the plans, programs and arrangements of the Company (other than those related to Company Common Stock) in effect and disclosed to Newco on the date hereof; provided, however, that nothing herein shall prevent the amendment or termination of any such plan, program or arrangement, require that the Company provide or permit investment in the securities of the Company, interfere with the Company's right or obligation to make such changes as are necessary to conform with applicable law or prevent the termination by the Company or any subsidiary of any employee of the Company or of any subsidiary.
