Buyer’s Employee Plans Sample Clauses

Buyer’s Employee Plans. For purposes of Buyer’s Employee Plans, each Transferred Employee shall receive credit for prior years of service with Sellers for purposes of eligibility, vesting, and level of benefits under such plans (but shall not receive credit for benefit accrual purposes, other than as noted in this Article XI) and shall be entitled to participate in the Employee Plans of Buyer without the application of any applicable waiting periods or actively at-work conditions. Buyer shall waive any restrictions and limitations on preexisting medical conditions under its medical plans, except as required by Law; provided the Sellers provide Buyer with information regarding deductibles, offsets and out-of-pocket requirements, Buyer will use commercially reasonable efforts to provide the Transferred Employees and their eligible dependents with credit for deductibles, offsets and maximum out-of-pocket requirements made under medical, dental, vision and other welfare Employee Plans of Sellers for the year in which the Closing Date occurs under Buyer’s employee plans and for purposes of satisfying any applicable co-payment, deductible, out-of-pocket maximum or similar requirements under such Buyer employee plans. Within 90 days after the Closing, Buyer shall cause the Transferred Employees to be eligible to participate in a tax qualified defined contribution plan sponsored by the Buyer. Buyer shall take all reasonable action necessary to permit the roll over to such tax qualified defined contribution plan(s) of account balances from the Seller’s 401(k) plan that are intended to be tax qualified defined contribution plans in which Transferred Employees participated immediately prior to the Closing Date; provided in no event will Buyer be obligated to permit Transferred Employees to transfer their outstanding loans from Seller’s 401(k) plan to Buyer’s tax qualified defined contribution plan.
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Buyer’s Employee Plans. Effective as of the Closing Date, Buyer shall establish for the benefit of Buyer's Employees such employee benefit plans as Buyer shall deem appropriate.
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Buyer’s Employee Plans. Section 9.04. Commissions
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Buyer’s Employee Plans. (a) All liabilities and obligations relating to any Transferred Employee who accepts Buyer’s offer of employment pursuant to Section 9.01(a) of this Agreement related to periods of employment on or after the Closing Date (or, with respect to any Asset Sale Business Employees on leave of absence on the Closing Date, periods of employment on or after the date such Asset Sale Business Employee becomes a Transferred Employee) shall be the exclusive responsibility of Buyer. All liabilities and obligations relating to any Transferred Employee employed by a Transferred Subsidiary related to periods of employment before, on or after the Closing Date shall be the exclusive responsibility of Buyer.
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Buyer’s Employee Plans. Buyer will treat service by each of the Transferred Employees with Seller as service with Buyer. For purposes of vesting in benefits payable under Buyer's employee pension benefit plans ("Buyer's Pension Plans"), and for purposes of computing the amount of the benefits or the existence of a benefit under Buyer's Pension Plans, Buyer will not treat service by each of the Transferred Employees with Seller as service with Buyer.
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Related to Buyer’s Employee Plans

  • Employee Plans Except as provided in Section 4.12, the Assuming Institution shall have no liabilities, obligations or responsibilities under the Failed Bank's health care, bonus, vacation, pension, profit sharing, deferred compensation, 401K or stock purchase plans or similar plans, if any, unless the Receiver and the Assuming Institution agree otherwise subsequent to the date of this Agreement.

  • Company Plans Section 1.10(a),.................... 5 Company..........................................................................

  • ERISA Liabilities; Employee Plans The Credit Parties shall: (i) keep in full force and effect any and all Employee Plans which are presently in existence or may, from time to time, come into existence under ERISA, and not withdraw from any such Employee Plans, unless such withdrawal can be effected or such Employee Plans can be terminated without liability to the Credit Parties; (ii) make contributions to all of such Employee Plans in a timely manner and in a sufficient amount to comply with the standards of ERISA, including the minimum funding standards of ERISA; (iii) comply with all material requirements of ERISA which relate to such Employee Plans; (iv) notify Lender immediately upon receipt by the Credit Parties of any notice concerning the imposition of any withdrawal liability or of the institution of any Proceeding or other action which may result in the termination of any such Employee Plans or the appointment of a trustee to administer such Employee Plans; (v) promptly advise Lender of the occurrence of any “Reportable Event” or “Prohibited Transaction” (as such terms are defined in ERISA), with respect to any such Employee Plans; and (vi) amend any Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code of 1986 to the extent necessary to keep the Employee Plan qualified, and to cause the Employee Plan to be administered and operated in a manner that does not cause the Employee Plan to lose its qualified status.

  • Seller Benefit Plans From and after the Closing, the Business Employees shall cease to be active participants in the Seller Benefit Plans that are not Company Benefit Plans. Except as otherwise expressly set forth in this ‎Article VI, the Seller Group shall assume or retain, and indemnify and hold harmless Purchaser and its Affiliates (including the Company) in respect of, all assets and Liabilities related to Seller Benefit Plans that are not Company Benefit Plans.

  • Seller's Employees Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closing.

  • Employee Plan Section 4.17.5(a) Environmental and Safety Requirements...........................Section 4.19 ERISA......................................................Section 4.17.5(b) Excluded Assets................................................Section 7.1.4 Excluded Liabilities...........................................Section 7.1.4

  • Employee Matters; Benefit Plans (a) Except as required by applicable Legal Requirements, the employment of each of the Acquired Corporations’ employees is terminable by the applicable Acquired Corporation at will.

  • Benefit Plans The Executive shall be entitled to participate in any benefit plans relating to stock options, stock purchases, awards, pension, thrift, profit sharing, life insurance, medical coverage, education, or other retirement or employee benefits available to other senior executive employees of the Company, subject to any restrictions (including waiting periods) specified in such plans.

  • Company Benefit Plans (a) Section 4.13(a) of the Company Disclosure Letter sets forth a complete list, as of the date hereof, of each material Company Benefit Plan. For purposes of this Agreement, a “

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