Benefits Arrangements Sample Clauses
The "Benefits Arrangements" clause defines the terms under which an employee or party is entitled to participate in benefit plans or programs provided by the employer or contracting entity. Typically, this clause outlines eligibility, the types of benefits included (such as health insurance, retirement plans, or other perks), and any conditions or limitations on participation. Its core practical function is to clarify the scope and nature of benefits available, ensuring both parties understand what is provided and reducing the risk of misunderstandings or disputes regarding entitlements.
Benefits Arrangements. (i) Each of the Purchasers and their Affiliates will assume or continue the Employee Benefit Plans which it is required to assume in accordance with Applicable Law in connection with the consummation of the transactions contemplated hereby or which transfer with the Target Companies by operation of Applicable Law, which Employee Benefit Plans will be listed and notified to the Purchasers not later than June 20, 2017 (the Assumed Employee Benefit Plans).
(ii) Transferred Employees will cease to participate in all Employee Benefit Plans other than Assumed Employee Benefit Plans effective as of the Closing.
(iii) With respect to the benefit plans, programs or arrangements maintained by the Purchasers which cover the Transferred Employees (the Purchaser Benefit Plans) and which provide medical, health or welfare benefits, if administratively practicable under the terms of the plan and Applicable Law, the Purchasers will cause such Purchaser Benefit Plans to (A) waive any preexisting condition limitations for conditions covered under the applicable Employee Benefit Plans (other than the Assumed Employee Benefit Plans) listed on Section 6.04(b)(iii) of the Disclosure Schedule (the Retained Plans) available to the Transferred Employees immediately prior to the Closing and any applicable waiting periods and (B) credit the Transferred Employees with any deductible and out-of-pocket expenses incurred by such Transferred Employees and their dependents under the Retained Plans during the portion of the current year preceding the Closing Date for purposes of satisfying any applicable deductible or out-of-pocket requirements under any similar Purchaser Benefit Plan in which such employees may be eligible to participate after the Closing Date. With respect to aggregate lifetime maximum benefits available under the Purchaser Benefit Plans, a Transferred Employee’s prior claim experience under any of the Retained Plans will not be taken into account.
Benefits Arrangements. 6 Section 1.08 Directors and Officers of MMX................... 6 ARTICLE II
Benefits Arrangements. Employees of APA at the Effective Time shall, to the extent eligible, participate in all employee benefit plans, programs, policies or arrangements as are generally provided by SFC to its own employees in accordance with the terms of such plans, programs, policies or arrangements in effect from time to time.
Benefits Arrangements. 65 6.13 Conversion, Data Processing and Related Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 6.14 Title Surveys . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 6.15 Environmental Assessments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 6.16 Stockholder Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 6.17 Investment Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 6.18 Additional Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73 6.19 Restructuring Efforts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73 Article 7 Conditions to the Merger
Benefits Arrangements. 80 12.2. No Rights of Employees..................................... 81 ARTICLE XIII TERMINATION 13.1. Termination................................................ 82 13.2.
Benefits Arrangements. (a) Termination of Company 401(k) Plan.
(1) At least five (5) business days prior to the Effective Time, the Company shall have adopted resolutions of its board of directors to terminate the Company’s 401(k) & Profit Sharing Plan (the “Company 401(k) Plan”) effective immediately prior to the Effective Time and to fully vest all participants in such Company 401(k) Plan. Before adopting such resolutions, the Company shall provide a draft of such resolutions to Parent for an opportunity to comment thereon, which Parent shall not unreasonably delay.
(2) The Company or its Subsidiaries shall make contributions to the Company 401(k) Plan with respect to the plan year commencing January 1, 2016 (and if applicable any subsequent plan year commencing prior to the Effective Time) and ending on the date of the Company 401(k) Plan termination in accordance with the terms of the Company 401(k) Plan.
(3) Immediately after the Effective Time, Parent shall offer participation in Parent’s tax-qualified defined contribution plan (“Parent 401(k) Plan”) to each person who was an active participant in the Company 401(k) Plan as of the date of its termination. Parent shall permit the Parent 401(k) Plan to, following the Closing Date and pursuant to Section 401(a)(31)(D) of the Code, accept rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code) of eligible amounts (including outstanding loans) distributed to employees from the Company 401(k) Plan.
Benefits Arrangements. As soon as practicable after the Effective Time, PG and Avidia each agree to appoint personnel from their respective human resources departments who will meet and in good faith negotiate to reach agreement with respect to the manner in which Avidia employee benefit plans, other than those governed by Section 1.6 above, will be treated after the Merger. The parties agree that to the extent practicable PG will provide benefits for Avidia employees and officers following the Merger that are substantially identical to the benefits provided to similarly situated PG employees and officers; provided, further, that the Avidia employees and officers as of the Effective Time shall receive past service credit for their years of service (including fractional years) with Avidia.
Benefits Arrangements. 7 Section 1.9
Benefits Arrangements. (a) Immediately after the Effective Time, MMX shall employ all of the individuals who were employees of RKI and MMX at the Effective Time, on the same terms and conditions as previously in effect.
(b) From and after the Effective Time and consistent with the terms of the Management Services Agreement (as defined below), MMX shall provide all of the employees of MMX and all former employees of RKI who were employees of RKI at the Effective Time with all employee benefit plans, programs, policies or arrangements (the "Benefit Plans"), as are provided by MMX to its own employees who are similarly situated.
(c) From and after the Effective Time, MMX shall provide all employees of the MMX and all former employees of RKI who were employees of RKI at the Effective Time with the opportunity to participate in any employee stock option or other incentive compensation plan of MMX (on substantially the same terms and subject to substantially the same conditions as are available to similarly situated employees of MMX at the Effective Time).
(d) From and after the Effective Time, MMX shall honor and pay, without modification, set-off, counterclaim or recoupment, all benefits and other amounts required or due under or with respect to, all agreements or plans which relate to any employee or former employee of RKI, or the terms of any employee's employment or termination of employment as in effect immediately prior to the Effective Time.
Benefits Arrangements. It is Acquiror's present intention that from and after the Closing, Acquiror shall, or shall cause the Company to, provide all of the employees of the Company with salary and wages at not less than their current levels and Acquiror shall, or shall cause the Company to, continue in effect all employee benefit plans, programs, policies or arrangements as are currently provided by the Company to its employees. It is the Acquiror's further intention to provide the employees of the Company, over a phase-in period, with benefits which are generally comparable in the aggregate to the benefits provided to other similarly situated employees of Acquiror and Zygo Subsidiaries.