Employee Benefit Plans and Agreements. (a) Parent agrees that it will cause the Surviving Corporation from and after the Effective Time to honor all Employee Benefit Arrangements and all Employment Agreements; provided, however, that nothing in this Agreement shall be interpreted as limiting the power of Parent or the Surviving Corporation to terminate the employment of any Company Employee (as defined below) or to amend or terminate any Employee Benefit Arrangement or Employment Agreement subject to its terms and applicable Law. Following the Effective Time, active employees of the Company and its Subsidiaries (“Company Employees”) may, in the discretion of Parent, continue in the Employee Benefit Arrangements or become eligible for the employee benefit plans and arrangements of Parent or its Affiliates on the same terms as such plans and arrangements are generally offered from time to time to similarly situated employees of Parent and its Affiliates .
(b) For purposes of vesting and eligibility, but not benefit accrual, under the employee benefit plans of Parent and its Subsidiaries providing benefits after the Effective Time, each Company Employee shall be credited with his or her years of service with the Company and its Subsidiaries (and their respective predecessors) before the Effective Time, to the same extent as such Company Employee was entitled, before the Effective Time, to credit for such service under any similar Plan, except to the extent such credit would result in a duplication of benefits or is prohibited under applicable Law or the terms of the applicable plan. In addition, and without limiting the generality of the foregoing, except to the extent prohibited under applicable Law or the terms of the applicable Plan: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans sponsored by Parent and its Affiliates for the benefit of Company Employees (such plans, collectively, the “New Plans”) to the extent coverage under such New Plan replaces coverage under a comparable Plan in which such Company Employee participated immediately before the Effective Time; (ii) Parent shall cause all pre-existing condition exclusions, waiting periods and actively-at-work requirements of each New Plan to be waived for each Company Employee and his or her covered dependents to the extent currently applicable to such persons and waived under the corresponding Plan of the Company for the year in which the Effective Time o...
Employee Benefit Plans and Agreements. Part 4.24 of the Disclosure Schedule contains a true and complete list of all pension, profit sharing, retirement, deferred compensation, bonus, incentive, stock option, stock purchase, severance, fringe benefit, welfare or other employee benefit plans, agreements, arrangements or understandings to which Seller or the Subsidiary are parties, that are maintained, sponsored or contributed to by Seller or the Subsidiary or that relate to or provide benefits for any employees or former employees of Seller or the Subsidiary. With respect to Seller and each other employer which, along with Seller, is treated as a single employer for the purposes of Title IV of ERISA, since the effective date of ERISA:
(a) No such employer has made contributions to, or withdrawn in a complete or partial withdrawal (resulting in a withdrawal liability) from, a multiemployer plan (as defined in ERISA);
(b) No single-employer plan (as defined in ERISA) sponsored, maintained or contributed to by such an employer has been terminated or has been the subject of a notice of intent to terminate filed with the Pension Benefit Guaranty Corporation;
(c) No pension plan (as defined in ERISA) sponsored, maintained or contributed to by such an employer has incurred any accumulated funding deficiency (as defined in ERISA), whether or not waived; and
(d) No reportable event (as defined in ERISA) has occurred with respect to any such pension plan (other than such reportable event for which notice has been waived by regulation or statute).
Employee Benefit Plans and Agreements. (i) The Company has no employment agreements, arrangements, contracts, or understandings, whether enforceable or unenforceable, or written or oral with any employee, labor organization, or representative of any labor organization relating to its employees, except those set forth on Schedule 3.01(o) attached hereto. The Company has not violated any laws, regulations, orders or contract terms, affecting the collective bargaining rights of employees, equal opportunity in employment, or employee's health, safety, wages and hours.
(ii) There are no labor disputes existing, or to the best of the Members' knowledge, threatened, involving strikes, slowdowns, work stoppages, job actions or lockouts of any employees of the Company. There are no unfair labor practices or petitions for election pending before the National Labor Relations Board or any other federal or state labor commission relating to the employees of the Company. No demand for recognition heretofore made by any labor organization is pending with respect to the Company.
Employee Benefit Plans and Agreements. (a) Section 3.19(a) of the Company Disclosure Schedule contains a true and complete list of each “employee benefit plan” (within the meaning of Section 3(3) of the ERISA, and all stock purchase, stock option, severance, employment, change-in-control, welfare benefit, fringe benefit, bonus, incentive, compensation, deferred compensation, employee loan and all other employee benefit plans, agreements, programs and policies, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transaction contemplated by this Agreement or otherwise), whether formal or informal, oral or written, funded or unfunded under which (i) any current or former employee, director, consultant or independent contractor of the Company (the “Company Employees”) has any present or future right to benefits and which are, or are required to be, contributed to, sponsored by or maintained by the Company or any other current or former person or entity under common control with the Company within the meaning of Section 4145(b), (c), (m), or (o) of the Code and the regulations issued thereunder (“ERISA Affiliate”), or (ii) the Company or any of its ERISA Affiliates may have any present or future Liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the “Employee Plans”.
(b) With respect to each Employee Plan, the Company has made available to the Parent a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and all amendments thereto and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination letter, if applicable; (iii) any summary plan description and other written communications (or a description of any oral communications) by the Company to the Company Employees concerning the extent of the benefits provided under a Employee Plan; (iv) all material written agreements and contracts relating to each Employee Plan, including administrative service agreements and group insurance contracts; (v) all correspondence to and from any government agency; (vi) all Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, (“COBRA”) forms and related notices; (vii) the form of all Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) Privacy Notices and all Business Associate Agreements to the extent required under ...
Employee Benefit Plans and Agreements. (a) For a period of one (1) year beginning on the Closing Date, Parent agrees that it will cause the Surviving Corporation to provide each employee who continues employment with the Surviving Corporation following the Closing Date benefits that are substantially comparable, in the aggregate, to the benefits provided under the Company Plans in effect immediately prior to the Effective Time. Parent agrees that it will cause the Surviving Corporation from and after the Effective Time to honor all employment Contracts entered into by the Company prior to the date hereof and described in Section 5.11(a) of the Company Letter. Nothing in this Agreement shall be interpreted as limiting the power of Parent or the Surviving Corporation to amend or terminate any Company Plan or any other individual employee benefit plan, program, Contract or policy or as requiring Parent or the Surviving Corporation to offer to continue the employment of any employee or the engagement of any independent contractor or, other than as required by its terms, any written employment Contract. Nothing in this Agreement shall be interpreted as an amendment or other modification of any Company Plan or other employee benefit plan, program or arrangement or the establishment of any employee benefit plan, program or arrangement. Nothing herein shall be deemed to be a guarantee of employment for any employee of the Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries to terminate or cause to be terminated the employment of any employee at any time for any or no reason with or without notice. Parent and the Company acknowledge and agree that all provisions contained in this Section 5.11 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective Subsidiaries, and that nothing in this Section 5.11, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any employees, former employees, any participant in any employee benefit plan, program or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries, or (ii) to continued employment with Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries or continued participation in any employee benefit plan, program or arrang...
Employee Benefit Plans and Agreements. (a) GWBI agrees that it will, from and after the Effective Time, honor all employment Contracts entered into by Company prior to the date hereof and described in Section 5.11(a) of the Company Letter. Nothing in this Agreement shall be interpreted as limiting the power of GWBI to offer to continue the employment of any employee or the engagement of any independent contractor of Company or its Subsidiaries or, other than as required by its terms, any written employment Contract. Nothing herein shall be deemed to be a guarantee of employment for any employee of Company or any of its Subsidiaries, or to restrict the right of Surviving Corporation or any of its Subsidiaries to terminate or cause to be terminated the employment of any such employee at any time for any or no reason with or without notice; provided, however, that in the event that after the Effective Time any Eligible Employee of Company or its Subsidiaries is terminated from employment without cause prior to the date which is one (1) year from the Effective Time, GWBI shall provide severance benefits consisting of one week of pay for each year of service with Company or its Subsidiaries, with a minimum of two (2) weeks’
Employee Benefit Plans and Agreements. (a) Parent agrees that it will cause the Surviving Company from and after the Effective Time to honor all Company Plans, including all Employee Agreements; provided, however, that nothing in this Agreement shall be interpreted as limiting the power of Parent or the Surviving Company to amend or terminate any Company Plan or any other individual employee benefit plan, program, Contract or policy in accordance with its terms or as requiring Parent or the Surviving Company to offer to continue (other than as required by its terms) any written employment contract.
(b) Parent shall cause each Parent Plan covering employees of the Company or its Subsidiaries to recognize prior service of such employees with the Company and its Subsidiaries as service with Parent and its Subsidiaries (i) for purposes of any waiting period, eligibility requirements, vesting, and determination of benefits under any Parent Plan that is not a “pension plan” (as defined in Section 3(2) of ERISA) and (ii) for purposes of eligibility (including eligibility for early retirement benefits) and vesting (but not benefit accrual) under any Parent Plan that is a “pension plan” (as defined in Section 3(2) of ERISA).
(c) Prior to the Closing Date, the Company shall adopt resolutions providing that no additional contributions will be made to the Xxxxxx.xxx, Inc. 401(k) Retirement Savings Plan or the United Tote Company, Inc. 401(k) Plan on and after the Closing and that such plans will be terminated effective as of the Business Day immediately prior to the Closing (but contingent on the Closing).
Employee Benefit Plans and Agreements. Forever Valuable has no deferred compensation, pension, profit-sharing and retirement plans, or bonus, welfare, severance policies or programs or other “employee benefit plans” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), fringe benefit or stock option, stock ownership, stock appreciation, phantom stock or equity (or equity-based) plans, including individual contracts, severance agreements, employee agreements, consulting agreements with individuals, separation and change in control programs, agreements or arrangements, or employee retention agreements, providing the same or similar benefits, whether or not written, participated in or maintained by Forever Valuable or with respect to which contributions are made or obligations assumed by Forever Valuable in respect of Forever Valuable (including health, life insurance and other benefit plans maintained for former employees or retirees).
Employee Benefit Plans and Agreements. (a) Parent agrees that it will cause the Surviving Corporation from and after the Effective Time to honor all Company Plans and all employment agreements entered into by the Company prior to the date hereof and described in Section 3.12 of the Company Letter; provided, however, that nothing in this Agreement shall be interpreted as limiting the power of Parent or the Surviving Corporation to amend or terminate any Company Plan or any other individual employee benefit plan, program, Contract or policy or as requiring Parent or the Surviving Corporation to offer to continue (other than as required by its terms) any written employment contract.
(b) Parent shall cause each Parent Plan covering employees of the Company or its Subsidiaries to recognize prior service of such employees with the Company and its Subsidiaries as service with Parent and its Subsidiaries (i) for purposes of any waiting period and eligibility requirements under any Parent Plan that is not a “pension plan” (as defined in Section 3(2) of ERISA) and (ii) for purposes of eligibility (including eligibility for early retirement benefits) and vesting (but not benefit accrual) under any Parent Plan that is a “pension plan” (as defined in Section 3(2) of ERISA).
Employee Benefit Plans and Agreements. The USWeb Schedules contain a complete and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, severance, relocation, repatriation, expatriation, visas, work permits, termination pay, deferred compensation, performance awards, stock or stock- related awards, fringe benefits or other employee benefits, whether written or unwritten or otherwise, funded or unfunded, including without limitation, each "employee benefit plan," within the meaning of Section 3(3) of Employee Retirement Income Security Act of 1974, as amended ("ERISA") which is currently maintained, contributed to, or required to be contributed to, by USWeb or any person or entity under common control with USWeb within the meaning of Section 414(b), (c), (m) or (o) of the Code and the regulations issued thereunder (an "ERISA Affiliate") for the benefit of any current or former employee, consultant, director of USWeb or any ERISA Affiliate (the "USWeb Employees"), or with respect to which USWeb or any Affiliate has or may have any liability or obligation (the "USWeb Employee Plans"). USWeb does not have any plan or commitment to establish any new USWeb Employee Plan, to modify any USWeb Employee Plan (except to the extent required by law or to conform any such USWeb Employee Plan to the requirements of any applicable law, in each case as previously disclosed to CKS in writing, or as required by this Agreement), or to enter into any USWeb Employee Plan.
