Employee Benefits and Related Matters. (a) Seller has made available to Purchaser a true, complete and correct list, as of the date of this Agreement, of each material Target Entity Plan. With respect to each material Target Entity Benefit Plan, Seller has made available to Purchaser, to the extent applicable: (i) true, complete and correct copies of all plan documents and related trust agreements, insurance contracts or other funding arrangements; (ii) the most recent annual funding report, or such similar reports, statements or information returns required to be filed with or delivered to any Governmental Authority (including reports filed on Form 5500 with accompanying schedules and attachments), if any; (iii) the most recent determination, qualification or opinion letter or similar document issued by any Governmental Authority for each such Target Entity Benefit Plan intended to qualify for favorable tax treatment and any pending application thereof; (iv) all current summary plan descriptions; (v) all material amendments and modifications to any such Target Entity Benefit Plan; and (vi) for the last two (2) years, all material written communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor or any other Governmental Authority. Neither Seller, nor the Target Entities has communicated to any Employee any intention or commitment to amend or modify any Target Entity Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangement.
(b) With respect to each Target Entity Plan that is intended to be qualified within the meaning of Section 401(a) of the Code, the IRS has issued a favorable determination letter or opinion letter or advisory letter upon which the Target Entities are entitled to rely under IRS pronouncements, that such plan is qualified under Section 401(a) of the Code, and to the knowledge of Seller, no act or omission has occurred since the date of the most recent determination or opinion letter which would materially adversely affect its qualification.
(c) No Plan to which any Target Entity or any ERISA Affiliate has ever had an obligation to contribute is a “multiple employer plan” sponsored by more than one employer, within the meaning of Sections 4063 or 4064 of ERISA, or a “multiemployer plan” as such term is defined in Section 4001(a)(3) of ERISA. With respect to any Plan that is a defined benefit pension plan to which any Target Entity or any ERISA Affiliate has ever m...
Employee Benefits and Related Matters. (a) Except as set forth on SCHEDULE 3.9(A) hereto, Seller is not a party to any employment, compensation, consulting, severance or indemnification agreement with any party or any other agreement with a present or former employee of Seller that provides for severance payments or stay bonuses contingent upon a change in control of Seller or a sale of its business or assets. Seller is in compliance in all material respects with all laws relating to the employment of labor, including all laws relating to wages, hours, the Workers' Adjustment Retraining Notification Act and any similar state or local "mass layoff" or "plant closing" law, collective bargaining, discrimination, civil rights, safety and health and workers' compensation.
(b) SCHEDULE 3.9(B) sets forth each employee pension, retirement, profit sharing, stock bonus, stock option, stock purchase, incentive, deferred compensation, medical, dental, vision, life insurance, accidental death and dismemberment insurance, business travel insurance, vacation pay, salary continuation, sick pay, disability, severance, golden parachute or other plan, fund, program, policy, contract or arrangement providing employee benefits that is maintained or contributed to by Seller (the "PLANS"). Seller has delivered to Buyer true, correct and complete copies of each Plan (or, in the case of any unwritten Plans, descriptions thereof). There are no pending, or to the knowledge of Seller, threatened suits, actions, proceedings, or claims (except claims for benefits payable in the normal operation of the Plans) against any Plan by any employee or other beneficiary covered under any such Plan or otherwise involving any Plan.
Employee Benefits and Related Matters. (a) Set forth on Schedule 3.19(a) is a complete and correct list of all Company Benefit Plans, including each Company Benefit Plan that is maintained, sponsored, contributed to, or required to be contributed to by the Company or any Company Subsidiary primarily for the benefit of employees outside of the United States (a "Non-U.S. Company Benefit Plan").
(b) Except as set forth on Schedule 3.19(b), true, correct and complete copies of the following documents, with respect to each of the Company Benefit Plans, have been provided to Purchaser by the Company, to the extent applicable: (i) the plan document (or if no such plan document exists with respect to a Company Benefit Plan, then a written summary of the material terms of such Company Benefit Plan) and any related trust documents, and amendments thereto, (ii) copies of any trust agreements, custodial agreements, insurance policies, administrative agreements and similar agreements, and investment management or investment advisory agreements, (iii) the three most recent IRS Forms 5500 and schedules thereto, if any, and the most recent actuarial report, if any, (iv) the most recent IRS determination letter (or opinion letter), if and as applicable, (v) the summary plan description and any modifications thereto, and any relevant employee handbooks, (vi) any actuarial valuations and reports related to any Company Benefit Plans with respect to the two most recently completed plan years; (vii) the most recent nondiscrimination tests performed under the Code, if applicable; and (viii) copies of any notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Company Benefit Plan.
(c) Each of the Company Benefit Plans has been established, maintained and administered in accordance with their respective terms and, in the case of all U.S. Company Benefit Plans, in all material respects with all applicable requirements of ERISA and the Code, and in the case of all Company Benefit Plans, in all material respects with other applicable Law. Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and has received a favorable and current determination letter from the Internal Revenue Service, or with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to the ...
Employee Benefits and Related Matters. 53 5.8 Prohibition on Voluntary Liquidation................................54 5.9 Conversion of Westcoast Preferred Shares............................55 5.10
Employee Benefits and Related Matters. 5.8.1 Stem Cell agrees, and after the Effective Date will cause Trillium or any of its Subsidiaries, as the case may be, to: (i) continue to employ the current employees of Trillium; and (ii) maintain, until their replacement following the closing of the Transaction contemplated herein, employee benefits pursuant to employee benefit plans, programs, policies or arrangements currently maintained by Trillium.
5.8.2 Nothing herein shall be construed as limiting Stem Cell’s ability to amend, modify or terminate any individual employee benefit plan or arrangement of Trillium, Stem Cell or any of their respective subsidiaries, or (iii) requiring Stem Cell to maintain any particular level of employee benefits for any individual employee following the Effective Date subject to compliance with Section 5.8.1.
Employee Benefits and Related Matters. (i) Section 4.01(r)(i) of the Disclosure Schedule lists the following programs, plans and arrangements which are provided to or for the benefit of the current or former employees of the U.S. Business:
(i) any collective bargaining agreement and any written employment agreement, not terminable upon sixty (60) days notice without penalty, (ii) each defined benefit plan and defined contribution plan, stock option or ownership plan, executive compensation, bonus, incentive compensation or deferred compensation or profit-sharing plan, (iii) each medical, dental, vision, disability or death benefit plan, and (iv) any other employee benefit plan, including each "employee benefit plan" within the meaning of Section 3(3) of ERISA, and any vacation, holiday, sick leave, fringe benefit, or group life insurance plan in each case which is maintained or contributed to or by any U.S. Seller and which covers current or former employees of the U.S. Business (such programs, plans and arrangements described in clauses (ii), (iii) and (iv) above being referred to herein as the "U.S. Sellers' Plans"). True and complete copies of the U.S. Sellers' Plans listed in Section 4.01(r)(i) of the Disclosure Schedule have been made available to Buyer.
(ii) Except as set forth on Section 4.01(r)(ii) of the Disclosure Schedule:
(A) there have been no non-exempt "prohibited transactions" within the meaning of Section 4975 of the Code or Section 406 of ERISA with respect to any U.S. Sellers' Plans that could result in liability of Buyer under Section 502(i) of ERISA or Section 4975 of the Code.
(B) each of the U.S. Sellers' Plans and its administration is in compliance in all material respects with its terms and the requirements of ERISA and the Code.
Employee Benefits and Related Matters. Duke Energy agrees, and after the Effective Time will cause Westcoast or any of its subsidiaries, as the case may be, to:
(a) from the Effective Time through December 31, 2002, provide Affected Employees, taken as a whole, employee benefits pursuant to employee benefit plans, programs, policies or arrangements maintained by Duke Energy or any subsidiary of Duke Energy providing coverage and benefits which, in the aggregate, are no less favourable than (i) those provided to Affected Employees immediately prior to the Effective Time (other than benefits provided pursuant to Westcoast Employee Share Purchase Plans) or, (ii) if elected by Duke Energy with respect to all or certain Affected Employees, those provided from time to time after the Effective Time to employees of Duke Energy or its subsidiaries who are similarly situated, in terms of their positions, tenure and geographic locations, to such Affected Employees; "Affected Employees" means individuals who are actively employed by Westcoast or any of its subsidiaries as of the Effective Time, are not subject to a collective bargaining agreement and who remain employed with Duke Energy or any subsidiary of Duke Energy;
Employee Benefits and Related Matters. Employees of the Acquired Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall, subject to any necessary transition period and subject to any applicable plan provisions, contractual requirements or Legal Requirements, be eligible to participate in Parent’s health, vacation and 401(k) plans, to substantially the same extent as similarly situated employees of Parent, taking into account the service Continuing Employees completed for the Acquired Corporations prior to the Closing as though such service were completed for Parent. If and to the extent set forth in the relevant offer letters, Continuing Employees shall also be eligible for a stock option grant to purchase shares of Parent’s common stock, subject to approval of Parent’s board of directors in accordance with Parent’s customary practices, and pursuant to the terms and provisions set forth in Parent’s option plan and related documents. Nothing in this paragraph or elsewhere in this Agreement shall be construed to create a right in any Acquired Corporation Employee to employment with Parent, the Surviving Corporation or any Subsidiary of Parent, and the employment of each Continuing Employee shall be “at will” employment. No Acquired Corporation Employee, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement.
Employee Benefits and Related Matters. (a) Kinder agrees, and after the Effective Time will cause Terasen or any of its subsidiaries, as the case may be, to maintain the Terasen Plans in force as at the Effective Time unamended (other that any amendment which may be required to comply with Law) for the benefit of the Canadian Affected Employees for no less than 12 calendar months following the Effective Time. For purposes of this Section 5.7, "
Employee Benefits and Related Matters. (a) From and after the Effective Time, Bixxxx xhall honor, or shall cause one of its Subsidiaries (including the Surviving Corporation) to honor, all contractual obligations under the Bixxxx Xlans and Rook Plans, including, without limitation, all such contractual obligations as set forth on Section 5.10(a) of the Bixxxx Xisclosure Letter. For all purposes under the employee benefit plans of Bixxxx xnd its Subsidiaries (including the Surviving Corporation) providing benefits to any Continuing Employee after the Effective Time (the “New Plans”), and subject to applicable Law, each Continuing Employee shall be credited with his or her years of service with Rook, Bixxxx xr any of their respective Subsidiaries, as the case may be, before the Effective Time for purposes of eligibility and vesting, to the same extent as such Continuing Employee was entitled, before the Effective Time, to credit for such service under any similar Rook Plans or Bixxxx Xlans, as applicable, except to the extent such credit would result in a duplication of benefits and except for benefit accruals under any defined benefit pension plan or post-retirement health, welfare or life insurance plan. In addition, and without limiting the generality of the foregoing, and subject to any applicable Law: (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans which are welfare benefit plans to the extent coverage under such New Plan replaces coverage under a comparable Rook Plan or Bixxxx Xlan, as applicable, in which such Continuing Employee participated immediately before the Effective Time; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, Bixxxx xr the Surviving Corporation, as applicable, shall use reasonable best efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and Bixxxx xr the Surviving Corporation, as applicable, shall cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applic...
