Employee Benefits and Other Matters Sample Clauses

Employee Benefits and Other Matters. (a) Purchaser will continue to employ Employees on an "at will" basis. Seller shall remain responsible for the payment of any benefit accrued by Employees prior to the Closing Date under any severance, salary continuation, incentive or similar agreement between Superior and/or Seller and any Employees entered into prior to the Closing Date. (b) Effective as of the Closing Date, Seller shall cause Superior to withdraw from participation in, and Employees shall cease accruing benefits under, all of Seller's employee benefit plans and policies. On or before the Closing Date, Seller or Superior, as the case may be, shall, to the extent permitted under applicable law, cause Employees participating in any qualified defined benefit pension Plan or qualified defined contribution Plan to become fully vested under the terms of such Plans. Seller shall amend its defined contribution Plan to provide that Employees shall be eligible to receive the employer matching contribution for the year in which the Closing Date occurs without regard to the requirement that a participant be employed by Seller on December 31 of such year. Purchaser shall, as soon as practicable after the Closing Date, establish a retirement plan which Purchaser deems reasonable and competitive among employers in the markets where Purchaser will conduct business. For the purposes of such plans established by Purchaser, prior continuous service of Employees with Superior or Seller shall be counted as continuous service with Purchaser for satisfaction of enrollment, eligibility and vesting requirements. Seller remains responsible for all benefits accrued by Employees as of the Closing Date resulting from participation in Seller's defined benefit and defined contribution Plans. (c) On the Closing Date, Purchaser will have established and will make available to Employees reasonable and competitive employee welfare plans, including, without limitation, medical, life and disability plans, and will use its best efforts to enroll all participating Employees in such plans without consideration of pre-existing conditions. Purchaser will also use its best efforts to permit plan-year payments toward satisfaction of participant deductible amounts and other employee payment limits to carry forward to the plan established by Purchaser. Plan design and premium distribution under such plan or plans will rest solely with Purchaser. Purchaser and Seller agree that liability for medical claims of Employees incurred but ...
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Employee Benefits and Other Matters. Seller shall be solely responsible for all benefits payable after the Closing Date to former employees of the Company and their dependents and beneficiaries, including all liabilities, if any, to former employees of the Company arising under ERISA, and any federal or state "plant closing" or "tin parachute laws," if any, which relate to events occurring prior to or after the Closing Date, including any amounts payable thereunder for terminations after the Closing Date which liability arises thereunder from the consummation of the transactions contemplated by this Agreement.
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Employee Benefits and Other Matters. Indemnification; Directors’ and Officers’ Insurance
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Employee Benefits and Other Matters. 26 Section 3.17 Taxes.................................................................................27 Section 3.18 Intellectual Property.................................................................29 Section 3.19 Environmental, Health, and Safety Matters.............................................30 Section 3.20
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Employee Benefits and Other Matters. (a) SCHEDULE 3.16 identifies all material bonus, deferred or incentive compensation, profit sharing, retirement, vacation, sick leave, hospitalization or severance plans, "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and material fringe benefit plans sponsored, maintained or contributed to by the Seller or any Subsidiary or with respect to which the Seller or any Subsidiary has any liability (the "EMPLOYEE BENEFIT PLANS"). SCHEDULE 3.16 indicates whether each such Employee Benefit Plan covers long-term care Affected Employees or contract rehabilitation therapy Affected Employees. Except as set forth in SCHEDULE 3.16, none of the Employee Benefit Plans are subject to Title IV of ERISA nor does any Employee Benefit Plan provide for medical or life insurance benefits to retired or former employees of the Seller or any Subsidiary (other than as required under Code Section 4980B, or similar state law). Except as set forth in SCHEDULE 3.16, neither the Seller nor the Subsidiaries is a participating or contributing employer in any "multiemployer plan" (as defined in Section 3(37) of ERISA) with respect to employees of the Seller or its Subsidiaries nor has the Seller or any Subsidiary incurred any withdrawal liability with respect to any multiemployer plan or any liability in connection with the termination or reorganization of any multiemployer plan. (b) Each such Employee Benefit Plan is in all material respects in compliance with the applicable provisions of ERISA and the Code and all other applicable laws, rules and regulations, including, without limitation, medical continuation under Code Section 4980B. Since January 1, 2000, to the knowledge of the Seller, neither the Seller nor any Subsidiary has (i) engaged in any transaction prohibited by section 406 of ERISA or section 4975 of the Code; (ii) breached any fiduciary duty owed by it with respect to the Employee Benefit Plans described above; or (iii) failed to file and distribute timely and properly all reports and information required to be filed or distributed in accordance with ERISA or the Code. (c) All contributions, premiums or payments under or with respect to each Employee Benefit Plan which are due on or before the Closing Date have been made or accrued. (d) Except as set forth on SCHEDULE 3.16, each Employee Benefit Plan which is intended to be qualified under Code Section 401(a)(i) has been amended to reflect a...
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Related to Employee Benefits and Other Matters

  • 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.

  • Marshalling and Other Matters Borrower hereby waives, to the extent permitted by law, the benefit of all appraisement, valuation, stay, extension, reinstatement and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale hereunder of the Property or any part thereof or any interest therein. Further, Borrower hereby expressly waives any and all rights of redemption from sale under any order or decree of foreclosure of this Security Instrument on behalf of Borrower, and on behalf of each and every person acquiring any interest in or title to the Property subsequent to the date of this Security Instrument and on behalf of all persons to the extent permitted by applicable law.

  • 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.

  • 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.

  • 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:

  • Utilities and Other Services 4.4.1 The Tenant shall arrange, at its own cost and expense, for the installation, connection and supply of all utilities and any other services required by it at or in relation to the Premises. 4.4.2 The Tenant shall pay to the suppliers, and indemnify the Landlord against, all charges for the installation, connection and supply of all utilities and any other services consumed or used at or in relation to the Premises and the Tenant shall comply with the requirements and regulations of the respective suppliers. Tenant to initial 4.4.3 For the purposes of this Clause 4.4, the term “utilities” shall include water, electricity, telecommunications network, gas and any water-borne sewerage systems.

  • 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.

  • SPECIAL AND OTHER LEAVE ‌ Definition of immediate family for Article 20 (Special and Other Leave): is an employee's parent, stepparent, spouse, common-law spouse, grandparent, grandchild, child, stepchild, brother, sister, father-in-law, mother-in-law, son-in-law, daughter-in-law, legal guardian, legal xxxx, and any other relative permanently residing in the employee's household or with whom the employee permanently resides.

  • Reimbursement of Business and Other Expenses The Executive is authorized to incur reasonable expenses in carrying out the duties and responsibilities under this Agreement, and the Company shall promptly reimburse the Executive for such expenses, subject to documentation in accordance with the Company’s policies.

  • 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.

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