Benefit Obligations. With respect to the Company Employee Plans, there are no benefit obligations for which contributions have not been made or properly accrued as required by such Company Employee Plan or applicable Law, and there are no benefit obligations which have not been accounted for by reserves, or otherwise properly footnoted in accordance with GAAP, on the Company Financial Statements. The assets of each Company Employee Plan which is funded are reported at their fair market value on the books and records of such Company Employee Plan if so required under the terms of such Company Employee Plan or applicable Law.
Benefit Obligations. Employer shall not by reason of this Section 2 be obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any incentive compensation or employee benefit program or plan, so long as such actions are similarly applicable to other covered employees generally. Moreover, unless specifically provided for in a written plan document adopted by the Board or the Compensation Committee, none of the benefits or arrangements described in this Section 2 shall be secured or funded in any way, and each shall instead constitute an unfunded and unsecured promise to pay money in the future exclusively from the general assets of Employer and its subsidiaries and affiliates.
Benefit Obligations. All accrued material obligations for payments to any entity, plan or person with respect to any benefits for current or former employees of the Company or any ERISA Affiliate have been timely paid or adequate accruals therefor have been made in the Financial Statements in accordance with GAAP.
Benefit Obligations. As of the date of this Agreement, with respect to each Pension Plan which is covered by Title IV of ERISA and which is not a multiemployer plan, the current value of the accumulated benefit obligations (based on the actuarial assumptions that would be utilized upon termination of such Pension Plan) does not exceed the current fair value of the assets of such Pension Plan. There has been (A) no material adverse change in the financial condition of any such Pension Plan and (B) no change in actuarial assumptions with respect to such Pension Plan as a result of plan amendment, written interpretations, announcements, change in applicable law or otherwise which, individually or in the aggregate, would result in the value of any such Pension Plan’s accrued benefits exceeding the current value of such Pension Plan’s assets.
Benefit Obligations. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to the Company Employee Plans, there are no benefit obligations for which contributions have not been made or properly accrued as required by such Company Employee Plan or applicable Law, and there are no benefit obligations which have not been accounted for by reserves, or otherwise properly footnoted in accordance with GAAP, on the Company Financial Statements. The assets of each Company Employee Plan which is funded are reported at their fair market value on the books and records of such Company Employee Plan if so required under the terms of such Company Employee Plan or applicable Law.
Benefit Obligations. (a) Buyer and each Seller agree that, except as specifically set forth in this Agreement, Sellers shall be solely responsible for all liabilities or obligations of any kind with respect to the employment by Sellers of the Employees prior to the Effective Time, including, but not limited, to any claims by any Employees related to their employment by Sellers or to the termination of their employment by Sellers prior to and as of the Effective Time. Without limiting the generality of the foregoing sentence, Sellers shall be solely responsible for the following matters related to either Sellers' employment of the Employees and the termination of such employment prior to or at the Effective Time: (i) any required compliance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); and (ii) all alleged and actual obligations and claims arising from or relating to any employment agreement, collective bargaining agreement, Employee Benefit Plan, grievance, arbitration, unfair labor practice charge, or compliance with any applicable state or federal labor or employment law (including, but not limited to, all laws pertaining to discrimination, workers' compensation, unemployment compensation, occupational safety and health, unfair labor practices, family and medical leave, wages, hours or employee benefits).
(b) Buyer shall assume liability as of the Closing Date for the accrued paid time off entitlement of each Employee who becomes an employee of Buyer and shall pay each such Employee's wages or salary during their paid time off when taken. If an Employee with accrued paid time off terminates employment with Buyer on or before within one year of the Closing Date with paid time off entitlements remaining, Buyer shall pay such Employee a lump sum in cash equal to such paid time off entitlement less appropriate deductions.
(c) Effective one year after the Closing Date, for those Employees still employed by Buyer on such date, Buyer shall grant past service credit for vesting (but not for benefit accrual) under the Retirement Benefit Plan of X.X. Xxxxxxxxx & Sons Company for all service since the last day of hire with either Seller or any of their Affiliates. Buyer shall permit entry by Employees into such plan and, subject to reasonable administrative delay for enrollment, Buyer's Code section 401(k) plan within thirty days after Closing (to the extent the eligibility requirement therefor are then satisfied).
(d) Buyer shall grant past ser...
Benefit Obligations. All accrued material obligations for payments to any entity, plan or person with respect to any forms of compensation or benefits for employees of the Company relating to the Operations or any ERISA Affiliate have been paid or are otherwise not the liability of the Buyer unless specifically noted otherwise in this Agreement.
Benefit Obligations. All accrued material obligations for payments to any entity, plan or person with respect to any benefits for current or former employees of the Company or its Subsidiaries have been timely paid or adequate accruals therefore have been made in the Financial Statements.
Benefit Obligations. Subject to Section 6.7(a)(i), the Company shall honor, pursuant to their terms, all employee benefit obligations existing at the First Closing Date to current and former employees under Technest Compensation and Benefit Plans.
Benefit Obligations. Save in relation to any scheme Disclosed (“the Disclosed Schemes”) neither the Company nor any Subsidiary:
9.1.1 is under any commitment (whether legally binding or established by custom) to make payment of any pension, allowance, lump sums or other like benefit on or following the death, retirement or disability of any existing or former employee or director of the Company or any Subsidiary or for the benefit of any dependants of such persons;
9.1.2 is party to any pension, life assurance or retirement benefit scheme agreement or arrangement of any kind and has maintained and effected, and continues so to do, its whole obligations in each jurisdiction in which the Companies operate to provide pension, assurance, retirement and sickness cover policies;
9.1.3 has given or made any undertaking or assurance as to the introduction, continuance, increase or improvement of any pension or other benefit referred to in this paragraph 9.1;
9.1.4 has paid or promised to pay any ex gratia pensions
