Continuation and Portability of Employee Benefits Sample Clauses

Continuation and Portability of Employee Benefits. From and after the date of this Agreement, the Sellers shall provide continuation coverage to employees of Sellers as required by COBRA until the later of the Closing Date or the date that Sellers' group health plan is terminated (the "Coverage Termination Date"). Upon the Coverage Termination Date, to the extent required by Law, Purchaser shall provide COBRA coverage to all individuals who are "M&A Qualified Beneficiaries" (as defined in the regulations issued pursuant to COBRA) with respect to the Purchased Assets. Such coverage provided by Purchaser shall be provided solely under Purchaser's employee benefit plans, and only to those to whom Purchaser is required to provide COBRA coverage under Law. Sellers shall notify Purchaser of its expected Coverage Termination Date at least 30 days in advance of such date, or if such date is not known to Sellers 30 days in advance then such notice shall be given as soon as Seller is aware of its Coverage Termination Date (but not later than the actual Coverage Termination Date). For the avoidance of doubt, an Employee whose employment is terminated after the date of this Agreement shall be deemed to be an "M&A Qualified Beneficiary" if (i) the Employee, for a period beginning not less than six months prior to the Closing Date and ending as of the Closing Date, was (a) continuously and directly connected to the Business, or (b) was continuously performing a general management or administrative function that was primarily dedicated to the Business; (ii) no Seller, nor any Affiliate of Seller, is maintaining a group health plan; and (iii) the termination of the Employee's employment occurs on or before December 31, 2004. Notwithstanding the foregoing, no Employee shall be deemed an M&A Qualified Beneficiary if such Employee's activities on behalf of a Seller were primarily dedicated to a business that is not part of the Business.
Sample 1
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Continuation and Portability of Employee Benefits. Purchaser shall ------------------------------------------------- be responsible for administering compliance under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1, as amended, and Health Insurance Portability and Accountability Act of 1996 for those Transferred Employees whose coverage terminates after the Closing.
Sample 1
Continuation and Portability of Employee Benefits. Purchasers shall be responsible for administering compliance with the continuation coverage requirements for "group health plans" under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), and the portability requirements under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") with respect to Transferred Employees whose coverage under the Employee Benefit Plans terminates on or after the Closing Date and any other employee or former employee of the Sellers (and their eligible dependents) who had a "qualifying event" (within the meaning of Section 4980B(f)(d) of the Code on or prior to the Closing (the "COBRA Beneficiaries"). Purchasers shall be responsible for administering compliance under COBRA and HIPAA for the COBRA Beneficiaries and those Transferred Employees whose coverage terminates subsequent to their becoming participants in the Purchaser Plans.
Sample 1

Related to Continuation and Portability of Employee Benefits

  • Continuation of Employee Benefits For a period of 24 months from the date of termination of employment, the Bank also shall maintain in full force and effect, for the continued benefit of the Executive, all employee benefit plans and programs to which the Executive was entitled prior to the date of termination, if the Executive’s continued participation is possible under the general terms and provisions of such plans, and programs, except that if the Executive’s participation in any health, medical, life insurance, or disability plan or program is barred, the Bank shall obtain and pay for, on the Executive’s behalf, individual insurance plans, policies or programs which provide to the Executive health, medical, life and disability insurance coverage which is substantially equivalent to the insurance coverage to which Executive was entitled prior to the date of termination.

  • Continuation of Welfare Benefits For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents life, disability, accident and health insurance benefits and other benefits and perquisites (including employee stay rates) substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. Benefits otherwise receivable by the Executive pursuant to this Section 6(a)(2) shall be reduced to the extent benefits of the same type are received by the Executive from another employer during the twenty-four (24) month period following the Executive's termination of employment; provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason.

  • Compensation and Fringe Benefits (a) The Company shall, during the Term of Employment, pay to the Executive as compensation for the performance of his duties and obligations a salary of $240,000 per annum. This compensation is subject to annual review and adjustment, as appropriate in the judgment of the Company. The compensation payable pursuant to this Section 5(a) shall be payable in equal semi-monthly installments on the last day of each such pay period.

  • Employee Benefits During the Employment Term, Executive will be entitled to participate in the employee benefit plans currently and hereafter maintained by the Company of general applicability to other senior executives of the Company. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

  • Employee Benefits and Perquisites During the Employment Term, the Executive will be entitled to (i) participate in all employee benefit plans, programs, arrangements or policies that are from time to time made available by the Company generally to its senior executives, including, without limitation, the Company’s life insurance, long-term disability, and health plans (“Employee Benefits”); and (ii) the perquisites and other fringe benefits that are from time to time made available by the Company generally to its senior executives and to such perquisites and fringe benefits that are from time to time made available by the Company to the Executive in particular, subject to any applicable terms and conditions of any specific perquisite or other fringe benefit; provided, however, that nothing contained herein shall be deemed to require the Company to adopt, maintain or provide any particular plan, program, arrangement, policy, perquisite or fringe benefit. The Executive shall be required to comply with the conditions attendant to coverage by such plans and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans as they may be amended from time to time. The Executive agrees to cooperate and participate in any medical or physical examinations as may be required in connection with the applications for such life and/or disability insurance policies.

  • Vacation and Fringe Benefits During the Employment Period, the Executive shall be entitled to paid vacation and fringe benefits at a level that is commensurate with the paid vacation and fringe benefits available to the Executive immediately prior to the Effective Date, or, if more favorable to the Executive, at the level made available from time to time to the Executive or other similarly situated officers at any time thereafter.

  • Continued Employee Benefits If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

  • Employee Benefits; ERISA (a) Schedule 4.17 contains a true and complete list of each material bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance, change-in-control, or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement or arrangement, and each other material employee benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be contributed to by any Conveyed Entity, any Subsidiary thereof or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with any Conveyed Entity would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA, for the benefit of any employee or former employee of any Conveyed Entity, Subsidiary thereof or any ERISA Affiliate (the "Plans"). Schedule 4.17 identifies each of the Plans that is an "employee welfare benefit plan," or "employee pension benefit plan" as such terms are defined in Sections 3(1) and 3(2) of ERISA (such plans being hereinafter referred to collectively as the "ERISA Plans"). No Conveyed Entity, Subsidiary thereof or any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, to create any additional Plan or modify or change any existing Plan that would affect any employee or former employee of any Conveyed Entity, any Subsidiary thereof or any ERISA Affiliate except to the extent that any such creation, modification or change could not, individually or in the aggregate, reasonably be expected to result in a material liability of a Conveyed Entity or any of its Subsidiaries.

  • Employee Benefits Matters promptly, and in any event within 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:

  • Preservation of Employee Benefit Plans 53 10.6 Dividends.......................................................54

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