Benefit Plan Matters. For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and the beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Section 1.
Benefit Plan Matters. (a) Between the Effective Time and the Distribution Effective Time, the members of the Newmark Group shall continue to be participating companies in the Cantor Benefit Plans and BGC Benefit Plans in which Newmark Employees and Former Newmark Employees participated immediately prior to the Effective Time. Newmark shall be responsible for the cost of the participation of Newmark Employees and Former Newmark Employees in such Cantor Benefit Plans and BGC Benefit Plans, and such costs shall be determined and allocated to the Newmark Group (i) on the same basis as such costs were allocated to members of the Newmark Group in the ordinary course of business prior to the Effective Time and (ii) otherwise to the same extent as applied to members of the Newmark Group in their capacity as participating employers under such arrangements prior to the Effective Time.
(b) Except as otherwise expressly provided in this Article IX or as mutually agreed in writing between Newmark and BGC Partners or Cantor, as of the Distribution Effective Time:
(i) The members of the Newmark Group shall each cease to be participating companies in the BGC Benefit Plans and BGC Partners and Newmark shall take all necessary action to effectuate such cessation as a participating company.
(ii) The BGC Partners Group shall retain sponsorship of the BGC Benefit Plans and any trust or other funding arrangement maintained with respect to such plans, including any assets held as of the Distribution Effective Time with respect to such plans.
(iii) The BGC Partners Group shall retain all Liabilities under the BGC Benefit Plans, subject to the obligations of Newmark described in Section 9.03(a).
(iv) The members of the Newmark Group shall assume sponsorship of the Newmark Benefit Plans any trust or funding arrangement maintained with respect to such plans, including any assets held as of the Effective Time with respect to such plans.
(v) The members of the Newmark Group shall assume all Liabilities under any Newmark Benefit Plans.
Benefit Plan Matters. The Sellers shall retain all Seller Benefit Plans and the Purchaser shall not assume any obligations under any of the Sellers’ severance, pension, retiree medical or similar plans. The Sellers will be responsible for all severance, pension, retiree and other benefit obligations with respect to the Business Employees arising out of any Business Employee’s employment with the Sellers up to the Closing.
Benefit Plan Matters. Schedule 7.17 sets forth, as of the date hereof, a complete and correct list of, and that separately identifies, (a) all Title IV Plans and (b) all Multiemployer Plans. Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the Knowledge of any Obligor or Subsidiary thereof, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim, and (z) no ERISA Event is reasonably expected to occur. Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and neither Borrower nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recent valuation date. As of the date hereof, no ERISA Event with respect to a Title IV Plan or a Multiemployer Plan has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.
Benefit Plan Matters. (a) On and after the Closing Date, Purchaser shall give all Affected Employees full credit for all purposes (including for purposes of eligibility to participate, early retirement eligibility and early retirement subsidies, vesting and benefit accrual, except where it would result in a duplication of benefits) under any employee benefit plans or arrangements maintained by Purchaser or its subsidiaries immediately prior to the Closing Date for the Affected Employees' service with Company or any Subsidiary to the same extent recognized by Company or any Subsidiary under comparable plans immediately prior to the Closing Date; provided, however, that this language shall not be construed as giving past service credit for awards that require future service as a condition of earning any bonus, incentive or equity awards granted on or after the Closing Date. Affected Employee means each individual who is employed by Company or any Subsidiary on the Closing Date, including any such individuals on approved leave of absence (including maternity and paternity leave, vacation, sick leave, short-term or long-term disability, military leave, jury duty and bereavement leave). Section 5.6(a) of the Seller Disclosure Schedule lists, as of the date of this Agreement, each Affected Employee and his or her date of hire.
(b) Except as otherwise provided in collective bargaining agreements to the extent applicable to Affected Employees, until the first anniversary of the Closing, Purchaser shall, or shall cause its subsidiaries to, provide (i) each Affected Employee with salary and bonus opportunities that are no less favorable to such Affected Employee than those in effect immediately prior to the Closing Date, but not including for this purpose any bonus or incentive compensation plans, programs, agreements or arrangements maintained by Seller, the Seller Compensation Increases or any equity-based compensation, and (ii) Affected Employees with employee benefit plans and arrangements (other than salary and any and all bonus opportunities and incentive compensation referenced in clause (i)) that are, except as otherwise specifically provided in this Section 5.6, substantially similar in the aggregate to those provided to the Affected Employees immediately prior to the Closing Date. Purchaser shall provide to each Affected Employee who is covered by a collective bargaining agreement such compensation and benefits as are required to be provided pursuant to the applicable collectiv...
Benefit Plan Matters promptly, and in any event within five (5) days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto receipt of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans;
Benefit Plan Matters. (a) Immediately prior to the Closing, no Entity will sponsor, maintain, contribute to or be required to contribute to any Benefit Plans.
(b) There does not exist, nor do any circumstances exist that could reasonably be expected to result in, material liability to MLP or any of its Affiliates with respect to any Benefit Plan (including any Controlled Group Liability) sponsored, maintained, contributed to or required to be contributed to, at any time prior to Closing, by any Entity or its ERISA Affiliates or with respect to which any Entity has agreed contractually to be liable.
Benefit Plan Matters. Seller acknowledges that Buyer is not obligated to establish any employee benefit plan within the meaning of Section 3(3) of ERISA or any other arrangement under which any employee of Buyer may become entitled to a benefit or payment. Nothing in this Agreement shall, nor is intended to, create third party beneficiary rights in participants in any plan.
Benefit Plan Matters. (a) Schedule 4.11(a) lists each Benefit Plan that Sunoco or any of its ERISA Affiliates maintain or to which Sunoco or any of its ERISA Affiliates contribute or is a participating employer or under which Sunoco or any of its ERISA Affiliates may have any liability which applies to any employees of Sunoco or its Affiliates who are currently providing services related to or in connection with the operation of the Refinery Business (collectively, the “Company Benefit Plans”). With respect to each Company Benefit Plan, Sunoco has delivered true and complete copies of all plan documents and summary plan descriptions (to the extent applicable).
(b) Except as would not have a Material Adverse Effect, (i) each Company Benefit Plan (and each related trust, insurance contract or fund) has been administered and operated in accordance with the terms of the applicable controlling documents and with the applicable provisions of ERISA, the Code and all other applicable Laws (ii)each Company Benefit Plan that is an Employee Pension Benefit Plan and that is intended to meet the requirements of a “qualified plan” under Section 401(a) of the Code meets such requirements and has either received or applied for (or has time remaining to apply for) a favorable determination letter from the IRS within the applicable remedial amendment periods, and (iii) to the Knowledge of Sunoco, no amendments have been made to any such Company Benefit Plan following the receipt of a determination letter that would jeopardize such plan’s qualified status.
(c) Each Employee Pension Benefit Plan maintained, sponsored or contributed to by Sunoco or any of its ERISA Affiliates in the six year period preceding the Closing Date subject to the minimum funding requirements of Section 412 of the Code or subject to Title IV of ERISA has been set forth on Schedule 4.11(c) and the latest actuarial reports related to any such plan currently maintained, sponsored or contributed to by Sunoco have been delivered by Sunoco. Neither Sunoco nor its Affiliates has incurred any unsatisfied Liability to the Pension Benefit Guaranty Corporation nor could Sunoco or any of its ERISA Affiliates be reasonably expected to incur any Liability to the Pension Benefit Guaranty Corporation under Title IV of ERISA that could result in the imposition of any Liability on TCG or NewCo.
(d) Neither Sunoco nor any of its ERISA Affiliates maintain or contribute to, nor has Sunoco or any of its ERISA Affiliates ever maintained or contr...
Benefit Plan Matters. (a) Section 4.16 of the SSA Disclosure Schedules sets forth a true and complete list of each SSA Benefit Plan for the benefit of the SSA Employees. On or before the Execution Date, SSA has delivered to NTI (on behalf of NT Retail), with respect to each SSA Benefit Plan listed on Section 4.16 of the SSA Disclosure Schedules, a copy of the plan document (including all amendments thereto) and, to the extent applicable, a copy of the most recent summary plan description (and with respect to each such SSA Benefit Plan that is not in writing, a written description of the material terms thereof), including any amendments thereto. No such SSA Benefit Plan is a multiemployer plan (within the meaning of section 3(37) of ERISA).
(b) There does not now exist, nor do any circumstances exist that could result in, any Controlled Group Liability (as defined below) of SSA or any of its ERISA Affiliates that would be, or could become, a liability following the Effective Time of NT Retail or any of its Affiliates. As used in the preceding sentence, the term “Controlled Group Liability” means any and all liabilities (i) under Title IV of ERISA, (ii) under sections 206(g), 302 or 303 of ERISA, (iii) under sections 412, 430, 431, 436 or 4971 of the Code, (iv) as a result of the failure to comply with the continuation of coverage requirements of section 601 et seq. of ERISA and section 4980B of the Code, and (v) under corresponding or similar provisions of any foreign Law.
