Employee Contracts and Benefit Plans Sample Clauses

Employee Contracts and Benefit Plans. Except as expressly provided herein, the Company shall not, and shall not permit any ERISA Affiliate to, adopt or amend (other than amendments that reduce the amounts payable by the Company or any ERISA Affiliate or amendments required by law to preserve the qualified status of a Plan) any Plan, Benefit Program, employee benefit plan (within the meaning of Section 3(3) of ERISA) or collective bargaining agreement or enter into any employment, severance or similar contract with any Person (including, without limitation, contracts with management of the Company, or any ERISA Affiliate that might require that payments be made upon the consummation of the transactions contemplated hereby) or amend any such existing contracts to increase any amounts payable thereunder or benefits provided thereunder. The Company shall not grant any increase in compensation to any employees or pay any bonus, except for increases in salary or wages of the Company in the ordinary course of business in accordance with past practice which does not include the Special Bonuses. Neither the Company, any ERISA Affiliate nor any Plan, nor any trust created thereunder, shall (i) engage in any transaction in connection with which the Company, or any ERISA Affiliate could be subjected (directly or indirectly) to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a tax imposed by Section 4975 of the Code, (ii) incur any "accumulated funding deficiency" (as such term is defined in Section 302 of ERISA or Section 412 of the Code) whether or not waived, (iii) terminate any Plan in a manner, or take any other action with respect to any Plan, that could result in the imposition of a lien on any property of the Company or any ERISA Affiliate pursuant to Section 4068 of ERISA or that could otherwise result in the liability of any of such entities to any Person, (iv) take any action that could adversely affect the qualification of any Plan or its compliance with the applicable requirements of ERISA or that might result in any "reportable event" (as such term is defined in Section 4043(b) of ERISA) or (v) fail to make full payment when due of all amounts which, under the provisions of any Plan, Benefit Program, agreement relating thereto or applicable law, the Company or any ERISA Affiliate is required to pay as contributions thereto. The Company shall, and shall cause each ERISA Affiliate to, file, on a timely basis, all reports and forms required by f...
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Employee Contracts and Benefit Plans. No Target shall (i) adopt or amend (other than amendments that reduce the amounts payable by such Target or amendments required by Law to preserve the qualified status of a plan or a contract) any collective bargaining Contract or employee benefit plan, (ii) enter into any employment, management or severance arrangement with any Person (including Contracts with any Target's management or any Seller that might require that payments be made upon the consummation of the Transactions), nor (iii) amend any existing Contracts to increase any amounts payable thereunder or benefits provided thereunder. No Target shall grant any increase in compensation to its employees or independent contractors.
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Employee Contracts and Benefit Plans. 28 7.8 Prohibited Dispositions.............................................29 7.9 Lines of Business and Capital Expenditures..........................29 7.10
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Employee Contracts and Benefit Plans. During the term of this Agreement, neither the Company nor any of its Subsidiaries shall (i) adopt or amend (other than amendments that reduce the amounts payable by the Company or any of its Subsidiaries or amendments required by Law to preserve the qualified status of a plan or a contract) any collective bargaining agreement or employee benefit plan, (ii) enter into any employment or severance arrangement with any Person (including, without limitation, contracts with management of the Company or any of its Subsidiaries that might require that payments be made upon the consummation of the transactions contemplated hereby), except for severance arrangements entered into in the ordinary Course of Business which do not obligate the Company to pay more than US$150,000 individually or US$300,000 in the aggregate, or (iii) amend any existing contracts to increase any amounts payable thereunder or benefits provided thereunder. Neither the Company nor any of its Subsidiaries shall grant any increase in compensation to its employees.
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Employee Contracts and Benefit Plans. The Company shall not adopt or amend any Employee Benefit Plan or enter into any employment, severance, consulting or similar contract with any person or amend any such existing contracts to increase any amounts payable thereunder or benefits provided thereunder. The Company shall not grant any increase in compensation to any of its employees or pay any bonus, except as set forth on the Company Disclosure Letter. Neither the Company, nor any Employee Benefit Plan and any trust created thereunder, will (a) engage in any "prohibited transactions" (as such term is defined in Section 406 of ERISA and Section 4975(c) of the Code), (b) incur any "accumulated funding deficiency" (as such term is defined in Section 302 of ERISA) whether or not waived, (c) terminate any plan in a manner that could result in the imposition of a Lien on any property of the Company pursuant to Section 4068 of ERISA or (d) take any action that could adversely affect the qualification of any Employee Benefit Plan or its compliance with the applicable requirements of ERISA or that might result in any "reportable event" (as such term is defined in Section 4043(b) of ERISA). The Company shall file, on a timely basis, all reports and forms required by federal regulations with respect to any Employee Benefit Plan or agreement described in the Company Disclosure Letter or any schedule hereto.
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Employee Contracts and Benefit Plans. Schedule 4.20 sets forth a ------------------------------------ true and complete list of each bonus, deferred compensation, incentive compensation, stock purchase, stock option, restricted stock issuance, severance or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be contributed to by Xxxxxx for the benefit of any employee or terminated employee of Xxxxxx (the "Plans"). Xxxxxx has complied with the Regulations relating to the Plan required to be maintained by the laws of Argentina. Xxxxxx is not a party to, and is not otherwise bound by any Contract or other legally enforceable obligation that constitutes or arises from any employment contracts and severance agreements, including, without limitation, Contracts (a) to employ or terminate executive officers or other personnel and other contracts with present or former officers, directors or shareholders and (b) Contracts that will result in the payment by, or the creation of any Liability to pay on behalf of, Buyer, Xxxxxx or Sellers any severance, termination or other similar payments to any present or former personnel following termination of employment or otherwise as a result of the consummation of the transactions contemplated by this Agreement.
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Related to Employee Contracts and Benefit Plans

  • Plans and Benefit Arrangements The Borrower shall, and shall cause each other member of the ERISA Group to, comply with ERISA, the Internal Revenue Code and other applicable Laws applicable to Plans and Benefit Arrangements except where such failure, alone or in conjunction with any other failure, would not result in a Material Adverse Change. Without limiting the generality of the foregoing, the Borrower shall cause all of its Plans and all Plans maintained by any member of the ERISA Group to be funded in accordance with the minimum funding requirements of ERISA and shall make, and cause each member of the ERISA Group to make, in a timely manner, all contributions due to Plans, Benefit Arrangements and Multiemployer Plans.

  • Employee Matters and Benefit Plans 12 2.12 Receivables........................................................................................16 2.13

  • Company Employee Plans (a) Part 3.19(a) of the Disclosure Schedule sets forth a complete and accurate list of each material Company Employee Plan. For purposes of this Agreement, “

  • Employees and Benefit Plans (a) From and after the Effective Time, Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, the "Company Employees") with at least the types and levels of employee benefits (including employee contribution levels) comparable in the aggregate to those maintained by Buyer for similarly-situated employees of Buyer. Buyer will treat, and cause its applicable benefit plans to treat, the service of the Company Employees with the Company or any of its Subsidiaries as service rendered to Buyer or any of its Subsidiaries for purposes of eligibility to participate, vesting and for level of benefits including, but not limited to, severance benefits, vacation entitlement and applicability of minimum waiting periods for participation (but not for benefit accrual under any defined benefit plan (including minimum pension amount) and not for participation in the Brookline Bank Employee Stock Ownership Plan) attributable to any period before the Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer's health and similar plans, Buyer shall not treat any employee of the Company or any of its Subsidiaries as a "new" employee for purposes of any exclusions under any health or similar plan of Buyer for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or similar plan of the Company or its Subsidiaries immediately prior to the Effective Time, and any deductibles, co-payments or out-of-pocket expenses paid under any of the Company's or any of its Subsidiaries' health plans shall be credited towards deductibles, co-payments or out-of-pocket expenses under Buyer's health plans upon delivery to Buyer of appropriate documentation, subject to the terms and conditions of the applicable Buyer Employee Program.

  • Pension and Benefit Plans (a) Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five year period. No Borrower or any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan, and neither any Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA that would exceed $25,000,000 if any Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is Insolvent.

  • Seller Benefit Plans Unless otherwise provided under the terms of the applicable Employee Benefit Plan or the Transition Services Agreement, effective as of 12:01 a.m. on the Applicable Closing Date, each Employee shall cease all active participation in and accrual of benefits under the Employee Benefit Plans that are not Assumed Benefit Plans (such Employee Benefit Plans, along with any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintained, contributed to or required to be contributed to by any of the Sellers, the Transferred Subsidiaries or any of their respective ERISA Affiliates, the “Retained Benefit Plans”). The Assumed Benefit Plans are set forth in Section 6.02 of the Disclosure Schedule). Sellers and their affiliates (other than any of the Transferred Subsidiaries) shall retain or assume all liabilities and obligations under or with respect to the Retained Benefit Plans, whether arising before, on or after the Applicable Closing Date (such liabilities and obligations shall be deemed Retained Liabilities for all purposes under this Agreement notwithstanding any other provision of this Agreement), and neither Purchaser nor any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any employee or former employee working in the Business who (i) as of the Applicable Closing Date is receiving or eligible to receive short-term disability benefits under a Retained Benefit Plan, or (ii) as of the Applicable Closing Date is receiving or is in an eligibility waiting or exclusion period for purposes of receiving long-term disability benefits under a Retained Benefit Plan, shall become eligible or continue to be eligible, as applicable, to receive such benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred on or prior to the Applicable Closing Date. Following the Applicable Closing Date, each Transferred Employee shall be permitted to elect to take distribution (subject to applicable Law) of his or her vested accounts under any Retained Benefit Plan that is a U.S. tax-qualified defined contribution plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, in accordance with applicable Law, to an individual retirement account or to a U.S. tax-qualified defined contribution retirement plan established or maintained by Purchaser or a Transferred Subsidiary (the “Buyer U.S. Defined Contribution Plans”), and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, to the Buyer U.S. Defined Contribution Plans where elected by the Transferred Employee. Effective as of 12:01 a.m. on the Applicable Closing Date, Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their terms the Assumed Benefit Plans and shall be solely responsible for all liabilities under the Assumed Benefit Plans, whether arising before, on or after the applicable Closing (such liabilities and obligations shall be Assumed Liabilities for all purposes under this Agreement), and Sellers shall not sponsor, contribute to or maintain, or have any liability with respect to, the Assumed Benefit Plans.

  • Company Plans Section 1.10(a),.................... 5 Company..........................................................................

  • Benefit Plans The Executive shall be eligible to participate in any employee benefit plan of the Company, including, but not limited to, equity, pension, thrift, profit sharing, medical coverage, education, or other retirement or welfare benefits that the Company has adopted or may adopt, maintain or contribute to for the benefit of its senior executives, at a level commensurate with his positions, subject to satisfying the applicable eligibility requirements. The Company may at any time or from time to time amend, modify, suspend or terminate any employee benefit plan, program or arrangement for any reason in its sole discretion.

  • Compensation and Benefit Plans During the period from the date of this Agreement and continuing until the Effective Time, (i) each of Park and First-Knox xxxees as to itself and its Subsidiaries that it will not, without the prior written consent of the other party, enter into, adopt, amend (except for (A) such amendments as may be required by law and (B) plan documents and restatements currently being prepared by First-Knox xxxch do not increase benefits) or terminate any Park Benefit Plan or First-Knox Xxxefit Plan, as the case may be, or any other employee benefit plan or any agreement, arrangement, plan or policy between such party and one or more of its directors or officers, (ii) First-Knox xxxees as to itself and its Subsidiaries that it will not, without, the prior written consent of Park, (A) increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan and arrangement as in effect as of the date hereof (including, without limitation, the granting of stock options, stock appreciation rights, restricted stock, restricted stock units or performance units or shares), except for normal increases in the ordinary course of business consistent with past practice that, in the aggregate, do not result in a material increase in benefits or compensation expense to First-Knox, xx enter into any contract, agreement, commitment or arrangement to do any of the foregoing or (B) enter into or renew any contract, agreement, commitment or arrangement providing for the payment to any director, officer or employee of First-Knox xx compensation or benefits contingent, or the terms of which are materially altered, upon the occurrence of any of the transactions contemplated by this Agreement.

  • Employment Benefit Plans Employee may participate in employee benefit plans in which other similarly situated employees may participate, according to the terms of applicable policies and as stated in the Employee Handbook. Employee acknowledges receipt of the Employee Handbook available on the intercompany website and will review and abide by its terms.

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