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.
Employee Benefits and Related Matters. (a) From and after the Effective Time, Xxxxxx shall honor, or shall cause one of its Subsidiaries (including the Surviving Corporation) to honor, all contractual obligations under the Xxxxxx Plans and Rook Plans, including, without limitation, all such contractual obligations as set forth on Section 5.10(a) of the Xxxxxx Disclosure Letter. For all purposes under the employee benefit plans of Xxxxxx and 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, Xxxxxx or 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 Xxxxxx Plans, 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 Xxxxxx Plan, 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, Xxxxxx or 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 Xxxxxx or 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...
Employee Benefits and Related Matters. (a) Parent agrees that, during the period commencing at the Effective Time and ending on the first anniversary of the Effective Time, the employees of the Company and its Subsidiaries will continue to be provided with (i) base salaries and cash bonus opportunities (including annual and long-term cash bonus opportunities, but excluding any equity compensation) that are no less than the base salaries and cash bonus opportunities (but excluding any equity compensation) provided by the Company and its Subsidiaries immediately prior to the Effective Time, (ii) pension and welfare benefits that are no less favorable in the aggregate than those currently provided by the Company and its Subsidiaries to such employees immediately prior to the Effective Time, and (iii) severance benefits that are no less favorable than those set forth in Section 6.9(a) of the Company Disclosure Letter.
Employee Benefits and Related Matters. (i) GCX will not make any changes to any Company Plan or Company Other Benefit Obligation without the written approval of the Designated AMCE Representative.
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:
Employee Benefits and Related Matters. 53 5.8 Prohibition on Voluntary Liquidation..................................54 5.9 Conversion of Westcoast Preferred Shares..............................54 5.10
Employee Benefits and Related Matters. (a) Set forth on Schedule 8.20(a) is a list of all Benefit Plans. With respect to each Benefit Plan, Lineage has provided to FLRish a true, correct, current, and complete (in all material respects) copy of each such Benefit Plan and, to the extent applicable, (i) any related trust agreement or other funding instrument; (ii) the most recent IRS favorable determination or opinion letter; (iii) any summary plan description and any material modifications thereto; (iv) a summary of any proposed amendments or changes anticipated to be made to the Benefit Plan at any time within the twelve (12) months immediately following the date hereof (other than any amendments required to be made by law); (v) for the three (3) most recent years, to the extent any exist: (A) financial statements and (B) actuarial valuation reports; and (vi) a written description of any non-written Benefit Plan.
Employee Benefits and Related Matters. (a) Schedule 4.11(a) sets forth a correct and complete list of each Benefit Plan. None of the Companies has any plan or commitment, whether legally binding or not, to create any additional Benefit Plan or modify or change any existing Benefit Plan that would affect any current or former employee, consultant or director of any of the Companies.
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.
Employee Benefits and Related Matters. (a) No Acquired Company sponsors, participates in, or is an adopting employer of any benefit and compensation plans, Contracts, policies or arrangements covering Employees, including “employee benefit plans” within the meaning of Section 3(3) of ERISA, and any deferred compensation, stock option, stock purchase, stock appreciation rights, stock- based, incentive, bonus and severance plans and all employment, severance and change in control agreements, and all amendments thereto (the “Benefit Plans”). All Benefit Plans, including all related summary plan descriptions, the most recent filed Form 5500 and any trust instruments, have been provided to Buyer prior to the date of this Agreement.
