Employee Benefit and Other Plans Sample Clauses

Employee Benefit and Other Plans. Schedule 4.18 contains a true and complete list of all Plans which Aquatics ---- or any Affiliates of Aquatics, and all Plans subject to any provision of Title IV of ERISA which any ERISA Affiliate of Aquatics, maintains or contributes to, or has any obligation to contribute to, or, during the last six years, has maintained, contributed to or been obligated to contribute to, or with respect to which Aquatics or any Affiliate of Aquatics may incur liability (directly or indirectly, pursuant to Section 4069 of ERISA or otherwise), and neither Aquatics nor any ERISA Affiliate of Aquatics has any liability with respect to any such Plan. Schedule 4.18 sets forth, as of December 31, 1995, a good faith estimate of the excess of the accumulated benefit obligation (ABO) over the assets of the Defined Benefit Plan for Former Employees of KDI Corporation amended and restated as of January 1, 1996 for the current and former employees of Aquatics and its ERISA Affiliates who are participants in said plan. All Plans identified in Schedule 4.18 which are in existence on the date hereof are ---- in compliance in all material respects, in form and in operation, with the applicable requirements of ERISA, the Code (to the extent the Plan is intended to comply with the Code), all other applicable laws and the Plan documents. All contributions required to be made by Aquatics or any ERISA Affiliate of Aquatics on or before the date hereof to each Plan listed on Schedule 4.18 which is in existence on the date hereof under the terms of such Plan, ERISA, the Code (to the extent the Plan is intended to comply with the Code) or other applicable laws have been timely made. To the knowledge of Aquatics and the Buyer, with respect to each such Plan which is an ERISA Plan, and which is in existence on the date hereof, neither Aquatics nor any ERISA Affiliate of Aquatics has engaged in nor has (or reasonably should have) any knowledge that any other person has engaged in or that any fiduciary has caused or permitted the Plan to engage in, any transaction in violation of Section 406(a) or 406(b) of ERISA for which no exemption exists under Section 408 of ERISA. With respect to each such Plan which is subject to any provision of Title IV of ERISA, there is no accumulated funding deficiency within the meaning of Section 302 of ERISA (waived or unwaived and based on current actuarial assumptions) and no event has occurred that would cause Aquatics or any ERISA Affiliate of Aquatics to incur ...
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Employee Benefit and Other Plans. Schedule 3.10 contains a complete list of all bonus, vacation, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock appreciation and stock option plans, all employment or severance contracts, all medical, dental, disability, severance, health and life plans, all other employee benefit and fringe benefit plans, contracts or arrangements and any "change of control" or similar provisions in any plan, contract or arrangement maintained or contributed to by Target Holding Company, Target Bank and their respective Subsidiaries for the benefit of officers, former officers, employees, former employees, directors, former directors, or the beneficiaries of any of the foregoing (collectively, "Compensation and Benefit Plans"). (a) True and complete copies of each of Target Holding Company's and Target Bank's Compensation and Benefit Plans, including, but not limited to, any trust instruments and/or insurance contracts, if any, and all amendments thereto have been supplied or made available to the Bank. (b) Each of Target Holding Company's, Target Bank's and their respective Subsidiaries' Compensation and Benefit Plans has been administered in accordance with the terms thereof. All "employee benefit plans" within the meaning of Section 3(3) of ERISA, other than "multiemployer plans" within the meaning of Section 3(37) of ERISA ("Multiemployer Plans"), covering employees or former employees of Target Holding Company, Target Bank and their respective Subsidiaries ("Plans"), to the extent subject to ERISA, are in compliance with ERISA, the Code, the Age Discrimination in Employment Act and all other applicable laws. Each Compensation and Benefit Plan of Target Holding Company, Target Bank and their respective Subsidiaries which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA ("Pension Plan") and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as set forth in Schedule 3.10(b) and neither Target Holding Company nor Target Bank is aware of any circumstances reasonably likely to result in a determination by the IRS that any such plan is not qualified. There is no pending or, to the knowledge of Target Holding Company or Target Bank, threatened litigation or governmental audit, examination or investigation relating to the Plans. (c) No liabilit...

Related to Employee Benefit and Other Plans

  • Labor and Other Employment Matters (a) (i) Neither the Parent nor any of the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary. (c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect. (d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.

  • Insurance and Other Benefits During the Employment Period, the Executive and the Executive’s dependents shall be entitled to participate in the Company’s insurance programs and any ERISA benefit plans, as the same may be adopted and/or amended from time to time (the “Benefits”). The Executive shall be entitled to paid personal days on a basis consistent with the Company’s other senior executives, as determined by the Board. The Executive shall be bound by all of the policies and procedures established by the Company from time to time. However, in case any of those policies conflict with the terms of this Agreement, the terms of this Agreement shall control.

  • Effect on Other Employee Benefit Plans The value of the Award subject to this Agreement shall not be included as compensation, earnings, salaries, or other similar terms used when calculating benefits under any employee benefit plan (other than the Plan) sponsored by the Company or any Affiliate except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any or all of the employee benefit plans of the Company or any Affiliate.

  • Vacation and Other Benefits Each Contract Year, Executive shall be entitled to four (4) weeks of paid vacation in accordance with Employer’s applicable policies and procedures for executive-level employees. Executive shall also be eligible to participate in and receive the fringe benefits generally made available to other executive-level employees of Employer in accordance with and to the extent that Executive is eligible under the general provisions of Employer’s fringe benefit plans or programs; provided, however, that Executive understands that these benefits may be increased, changed, eliminated or added from time to time during the Term as determined in Employer’s sole and absolute discretion.

  • Compensation and Other Benefits Subject to the provisions of this Agreement, the Company shall pay and provide the following compensation and other benefits to the Executive during the Term as compensation for services rendered hereunder:

  • Parental leave and other entitlements An employee may in lieu of or in conjunction with parental leave, access any annual leave or long service leave entitlements which they have accrued subject to the total amount of leave not exceeding 52 weeks.

  • Vacation and Other Leave During the Period of Employment, the Executive shall accrue and be entitled to take paid vacation in accordance with the Company’s vacation policies in effect from time to time, including the Company’s policies regarding vacation accruals; provided that the Executive’s rate of vacation accrual during the Period of Employment shall be no less than three (3) weeks per year. The Executive shall also be entitled to all other holiday and leave pay generally available to other executives of the Company.

  • Executive Perquisites, Benefits and Other Compensation Executive shall be entitled to receive additional benefits and compensation from the Company in such form and to such extent as specified below: (i) Payment of all premiums for coverage for Executive and his dependent family members under health, hospitalization, disability, dental, life and other insurance plans that the Company may have in effect from time to time, benefits provided to Executive under this clause (i) to be at least equal to such benefits provided to Metals executives. (ii) Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Executive in the performance of his services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Executive upon submission of any request for reimbursement, and in a format and manner consistent with the Company's expense reporting policy. (iii) The Company shall provide Executive with other executive perquisites as may be available to or deemed appropriate for Executive by the Board and participation in all other Company-wide employee benefits as are available from time to time.

  • COMPENSATION AND OTHER FEES As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx: (A) The fees set forth below with respect to the Placement: 1. A cash fee payable immediately upon the closing of the Placement and equal to 6% of the aggregate gross proceeds raised in the Placement. Additionally, a cash fee payable within 48 hours of (but only in the event of) the receipt by the Company within 12 months of the Closing Date of any proceeds from the exercise of the Warrants sold in the Placement that are solicited by the Placement Agent and otherwise in compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110 equal to 5% of the aggregate cash exercise price received by the Company upon such exercise, if any (the “Warrant Solicitation Fee”), provided, however, the Warrant Solicitation Fee shall be reduced (before any reduction to the Xxxxxx Warrants described in the last sentence of Section A.2 below or any reduction to the expense reimbursement to Xxxxxx in Section B below) to the extent (and only to the extent) that Xxxxxx’x aggregate compensation for the Placement, as determined under FINRA Rule 5110, would otherwise exceed 8%. Such determination of the actual Warrant Solicitation Fee shall be made promptly following completion of the Placement and communicated in writing to the Company. 2. Such number of warrants (the “Xxxxxx Warrants”) to be issued to Xxxxxx or its designees at the Closing to purchase shares of Common Stock equal to 5% of the aggregate number of Shares sold in the Placement. The Xxxxxx Warrants shall have the same terms as the Warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be at least 125% of the public offering price per share, but in any event not less than the Warrant exercise price, and the expiration date shall be November 27, 2012. The Xxxxxx Warrants shall not have antidilution protections or be transferable for six months from the date of the Offering except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the Xxxxxx Warrants shall be reduced if necessary to comply with FINRA rules or regulations. Such determination of the actual number of Shares underlying the Xxxxxx Warrants shall be made promptly following completion of the Placement and communicated in writing to the Company. (B) The Company also agrees to reimburse Xxxxxx’x expenses (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the placement, but in no event more than $30,000 and only in the event the Placement has been consummated. If payable, such reimbursement shall be paid immediately upon the closing of the Placement.

  • Salary and Other Compensation As compensation for the services to be rendered by the Employee to the Company pursuant to this Agreement, the Employee shall be paid the following compensation and other benefits:

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