Employee Benefits and Agreements. (a) Following the Effective Time, Republic as the Surviving Corporation shall honor in accordance with their terms all Benefit Arrangements and all provisions for vested benefits or other vested amounts earned or accrued through such time period under the Employee Plans.
Employee Benefits and Agreements. 2.17 Consents....................................................................2.18
Employee Benefits and Agreements. Seller is not a party to any employment agreement, labor union agreement, pension, profit-sharing, or retirement plan or agreement, that relates to any period beyond the Closing Date, whether written or oral.
Employee Benefits and Agreements. (a) The Disclosure Schedule contains a list of (i) all material employment contracts between Music Line and its Subsidiaries and each executive officer thereof and (ii) all bonus, incentive, stock option, stock purchase, phantom stock, stock appreciation rights, performance shares, and similar plans either currently maintained by Music Line or its Subsidiaries and each employee pension and benefit plan which Music Line or its Subsidiaries maintain or to which any of such parties contributes or is required to contribute on behalf of its employees, directors or consultants.
Employee Benefits and Agreements. (a) Following the Closing Date, Ameris shall, or shall cause its applicable Subsidiary to, provide generally to employees of Atlantic and its Subsidiaries who continue employment with Ameris or any of its Subsidiaries following the Closing Date (“Atlantic Continuing Employees”) medical, dental, vacation and long-term disability benefits, medical and dependent care flexible spending accounts, severance and life insurance (collectively, “Employee Benefits”), on terms and conditions consistent in all material respects with those then currently provided by Ameris or its Subsidiaries to its other similarly-situated employees. For purposes of eligibility to participate and any vesting determinations (but not benefit accruals) in connection with the provision of any such Employee Benefits by Ameris or its Subsidiaries to the Atlantic Continuing Employees, service with Atlantic or any of its Subsidiaries prior to the Closing Date shall be counted to the extent such service was counted under the similar plan of Atlantic or its Subsidiary. The Atlantic Continuing Employees’ prior service with Atlantic or any of its Subsidiaries shall also be credited for purposes of all waiting periods for participation in any of such Employee Benefits to the extent such service was counted under the similar plan of Atlantic or its Subsidiary. Ameris or its applicable Subsidiary shall also waive all restrictions and limitations for preexisting conditions under Ameris’s Employee Benefit plans, to the extent such restrictions or limitations would not apply to the Atlantic Continuing Employees under the similar plan of Atlantic or its Subsidiary. Ameris or its applicable Subsidiary shall use commercially reasonable efforts to provide the Atlantic Continuing Employees with credit under Ameris’s group health Employee Benefit plans, for the plan year of such plans which includes the Closing Date, towards any applicable deductibles under Ameris’s group health Employee Benefit plans for the aggregate amounts paid by such employees toward applicable deductibles under Atlantic’s group health Employee Benefit plans for the plan year of such plans which includes the Closing Date.
Employee Benefits and Agreements. 24 3.10 Ampersand Lock-Up Agreements.............................................................25
Employee Benefits and Agreements. (a) The Disclosure Schedule contains a list of (1) all material employment contracts between the Company and each Subsidiary and each executive officer thereof, (2) all collective bargaining agreements between the Company or any Subsidiary and employee representatives, and (3) all bonus, incentive, stock option, stock purchase, phantom stock, stock appreciation rights, performance shares, and similar plans either currently maintained by the company or any Subsidiary or, if terminated, under which employees or former employees have rights that are outstanding, and all awards and agreements under any of such plans pursuant to which any employees or former employees hold outstanding rights.
Employee Benefits and Agreements. (a) The Disclosure Schedule contains a list of (1) all material employment contracts between the Company and each Subsidiary and each executive officer thereof, (2) all collective bargaining agreements between the Company or any Subsidiary and employee representatives, and (3) all bonus, incentive, stock option, stock purchase, phantom stock, stock appreciation rights, performance shares, and similar plans either currently maintained by the company or any Subsidiary or, if terminated, under which employees or former employees have rights that are outstanding, and all awards and agreements under any of such plans pursuant to which any employees or former employees hold outstanding rights. (b) The Disclosure Schedule contains a list of each employee pension benefit plan that the Company or any subsidiary maintains or to which any of such parties contributes or is required to contribute on behalf of its employees. With respect to each of such plans, the most recent summary plan descriptions and the most recent actuarial reports prepared with respect to such plans have been furnished or made available to Buyer. 11 <PAGE> (c) The Disclosure Schedule contains a list of each material unfunded deferred compensation, supplemental death, disability, medical reimbursement, employee welfare benefit plan and, to the extent not included in Paragraph 2.17(b) above, each material employee pension benefit plan maintained by the Company or any Subsidiary. With respect to each such plan that is funded or required to be funded through insurance, all premiums due and payable with respect to such insurance have been paid. With respect to each of such plans, the most recent summary plan descriptions and the most recent actuarial reports, if any, prepared with respect to such plans have been furnished or made available to Buyer. (d) The Disclosure Schedule lists (i) all governmental or court required plans, including, but not limited to, affirmative action plans, with respect to the Company or any Subsidiary, and (ii) all governmental or court ordered audits for compliance with applicable law that would require the continuation of any such plan or the implementation of any such plan that has not been put into effect on the date of this Agreement. 2.18
Employee Benefits and Agreements. (a Following the Merger Effective Time, Ampersand or the Surviving Corporation shall honor, in accordance with their respective terms, all Benefit Arrangements and all provisions for vested benefits or other vested amounts theretofore earned or accrued under the Employee Plans of each of the parties hereto.
Employee Benefits and Agreements. (a) None of the Employee Benefit Plans is sponsored by HRS. Section 5.18(a) of the Business Disclosure Schedule lists (i) all material Employee Benefit Plans, (ii) all Seller Sales Incentive Plans and (iii) all retention agreements covering any Business Employee, including the aggregate amount that could become payable pursuant to such retention agreements on each of September 30, 2012, March 31, 2013 and September 30, 2013.
