Benefit Plans Generally. Schedule 3.17(a) attached hereto contains a list as of the date hereof of all Benefit Plans, but excluding normal payroll practices, including the continuation of regular wage payments on account of vacation, holiday, jury duty or other like absence.
Benefit Plans Generally. Effective as of the Closing, Seller shall cause the Acquired Companies to cease to be participating employers in the Seller Employee Benefit Plans and, as of the Closing Date, all Transferred Employees shall cease to accrue benefits under and otherwise to participate as active participants in the Seller Employee Benefit Plans. Purchaser agrees that, from the Closing Date until December 31, 2005, it shall, or shall cause one or more of its Designated Affiliates and/or the Acquired Companies to, maintain employee benefit and compensation (including incentive bonus opportunity but excluding (i) post-employment health and life benefits (other than Cobra Coverage), (ii) defined benefit pension benefits for Non-Represented Employees, (iii) equity-based or related compensation, (iv) supplemental executive retirement benefits and (v) deferred compensation arrangements) plans, programs and arrangements for the benefit of the Non-Represented Employees that, when taken as a whole, are comparable to those provided to such Non-Represented Employees immediately before the Closing.
Benefit Plans Generally. Except as otherwise specifically provided in Section 3.4(f) of this Agreement, as of the Rights Closing Effective Time, each SHO Employee (and each such individual’s Plan Payees) shall cease participation in all SHLD Benefit Plans (subject to COBRA obligations, which are assumed by the SHO Group pursuant to Section 3.3(c) above) and, as of such time, SHO shall or shall cause another member of the SHO Group to have in effect or make available such SHO Benefit Plans, including Continuing Plans during the Benefits Transition Period, as are necessary to comply with its obligations pursuant to this Agreement.
Benefit Plans Generally. 58 SECTION 5.13 Takeover Statutes................................... 58 SECTION 5.14 Nasdaq National Marketing Listing................... 58
Benefit Plans Generally. Except for the Company Purchase Plan which shall terminate at the Effective Time, Parent agrees to honor in accordance with their terms, all employment, severance and similar agreements to which the Company is a party and which are listed on the Company Disclosure Schedule and all accrued benefits that are vested as of the Effective Time under any Company benefit program. Except for the Company Purchase Plan which shall terminate at the Effective Time, Parent agrees to provide employees of the Company with credit for all service with the Company for purposes of vesting and eligibility under any employee benefit plan, program or arrangement of Parent or its affiliates. To the extent not otherwise specified in this Agreement, Parent agrees that Company employees who continue to be employed by the Surviving Corporation after the Effective Time may continue to participate in their current Company sponsored employee benefit programs through six months following the Effective Time, except for the Company Purchase Plan which shall terminate at the Effective Time. Subsequently to such date, Company employees shall participate in Parent employee benefit programs or comparable programs under substantially the same terms and conditions as all other Parent employees. To the extent not otherwise specified in this Agreement, all Company employee benefit programs will cease no earlier than six months following the Effective Time, at a time to be determined by Parent in its discretion.
Benefit Plans Generally. Seagate agrees to honor in accordance with their terms all employment, severance and similar agreements to which Xxxxxx is a party and which are listed on the Xxxxxx Disclosure Letter and all accrued benefits that are vested as of the Effective Time under any Xxxxxx Employee Plan. Seagate agrees to provide employees of Xxxxxx with credit for all service with Xxxxxx or its affiliates for purposes of vesting and eligibility under any employee benefit plan, program or arrangement of Seagate or its affiliates. To the extent not otherwise specified in this Agreement, Seagate agrees that Xxxxxx employees who continue to be employed by Xxxxxx after the Effective Time may continue to participate in their current Xxxxxx sponsored employee benefit programs through six months following the Effective Time. Subsequent to such date, Xxxxxx employees shall participate in Seagate employee benefit programs or comparable programs under substantially the same terms and conditions as all other Seagate employees. To the extent not otherwise specified in this Agreement, all Xxxxxx employee benefit programs will cease no earlier than six months following the Effective Time, at a time to be determined by Seagate in its discretion.
Benefit Plans Generally. Schedule 5.17(a) attached hereto contains a true and complete list of all Benefit Plans.
Benefit Plans Generally. Except as otherwise set forth on Schedule 8.4 hereto, the Transferred Employees (and their eligible dependents and beneficiaries) shall cease to participate in any of the Parent's employee benefit plans and programs ("Parent Benefit Plans") effective as of the Closing. The Parent shall retain exclusive liability and responsibility for providing any and all benefits due and payable to or in respect of Transferred Employees and related dependents and beneficiaries under any Parent Benefit Plans in accordance with the terms of such Parent Benefit Plans and applicable law.
Benefit Plans Generally. Schedule 3.18(a) attached hereto contains a true and complete list as of the Agreement Date of all Benefit Plans. The Company has separately identified in Schedule 3.18(a) each Benefit Plan that is maintained, sponsored, contributed to, required to be contributed by any Acquired Company or any ERISA Affiliate, or under which any Acquired Company or any ERISA Affiliate has any liability, that is primarily for the benefit of employees residing outside of the United States (a “Non-U.S. Benefit Plan”). Except as contemplated by the terms of this Agreement or in the Ordinary Course of Business, no Acquired Company has any plan or commitment to establish, adopt, enter into, modify or terminate any Benefit Plan. Subject to applicable Law, including the requirements of ERISA and the Code, each Benefit Plan can be amended, terminated or otherwise discontinued by the Company, Buyer or each of their ERISA Affiliates without material liability to any such party.
Benefit Plans Generally. (i) As of the Closing Date, each Company will cease to participate in each Benefit Plan, and the Sellers and their Affiliates will take such action as is necessary to formally cease such participation in each Benefit Plan. Except as otherwise provided herein, after the Closing Date, each Seller, as applicable, will retain all liabilities for claims under such Benefit Plans, whether such claims are made before, on or after the Closing Date. Without limiting the foregoing and for avoidance of doubt, the Sellers or their Affiliates (other than the Companies) will retain all obligations and liabilities relating to benefits (including pension and retiree medical benefits), if any, provided or to be provided to all present and former employees, consultants or directors of the Companies who are not Company Employees.
