Employee Plans and Benefits. (a) From and after the Effective Time, the Surviving Corporation and its Subsidiaries will honor in accordance with their terms all existing employment, severance, consulting and salary continuation agreements between the Company or any of its Subsidiaries and any current or former officer, director, employee or consultant of the Company or any of its Subsidiaries or group of such officers, directors, employees or consultants.
(b) On or after the Effective Time, the Surviving Corporation and its Subsidiaries shall provide benefits, plans and programs to its employees which are no less favorable in the aggregate than those generally available to similarly situated employees in the same jurisdiction of Parent and its Subsidiaries. Nothing in this Agreement shall be construed as restricting the ability of Parent, the Surviving Corporation and Parent's Subsidiaries to establish such types and levels of compensation as they or any of them determine to be appropriate from time to time.
(c) To the extent permitted under applicable law, each employee of the Company or its Subsidiaries shall be given credit for all service with the Company or its Subsidiaries (or service credited by the Company or its Subsidiaries) under all employee benefit plans, programs, policies and arrangements maintained by the Surviving Corporation in which they participate or in which they become participants for purposes of eligibility and vesting including, without limitation, for purposes of determining (i) short-term and long-term disability benefits; (ii) severance benefits; (iii) vacation benefits; and (iv) benefits under any retirement plan.
Employee Plans and Benefits. (a) Subject to applicable law, the Company will honor in accordance with their terms all existing employment agreements and employee benefits plans between the Company or any of its Subsidiaries and any officer, director or employee of the Company or any of its Subsidiaries; provided that nothing in this Section 6.14(a) shall prevent the Company from amending or terminating any such agreements or plans in accordance with the terms thereof.
(b) Newco agrees that, for at least two years from the Effective Time, subject to applicable law, the Company and its Subsidiaries will provide benefits to their employees as a group (and not necessarily on an individual-by-individual or group-by-group basis) which will, in the aggregate, be similar to those currently provided by the Company and its Subsidiaries to their employees; provided that the Company and its Subsidiaries will not be under any obligation to retain any employee or group of employees.
Employee Plans and Benefits. Schedule 3.7(d) lists all material Benefit Plans, all material bonus, stock option, stock purchase, restricted stock, restricted stock unit, incentive compensation, deferred compensation, paid time off, retiree medical or life insurance, supplemental retirement, severance and other benefit plans, programs or arrangements, and all material change in control, retention, severance or other similar material contracts or agreements, whether or not subject to ERISA (but not including any benefit plan administered, sponsored or maintained by any governmental entity): (1) which are maintained, contributed to or sponsored by Seller Parent for the benefit of any Business Employee (the “Seller Employee Plans”), (2) with respect to which the Seller Parent has any material obligation to any Business Employee, or (3) which are maintained or sponsored by any of the FS Tech Entities (the “FS Tech Employee Plans”) (collectively, the “Employee Plans”). The Seller Parent has made available to the Buyer a true and complete copy of each Employee Plan (and any amendments thereto), including (if applicable) the most recent summary plan descriptions thereof. No Employee Plan is a multiemployer plan (within the meaning of section 3(37) of ERISA). Except as set forth in Schedule 3.7(d), (x) no FS Tech Employee Plan provides health or other welfare benefits to former employees of the Business other than as required by COBRA, and (y) during the past six years, neither the Seller Parent nor any of the FS Tech Entities have made contributions to or been obligated to make contributions to a multiemployer plan (within the meaning of section 3(37) of ERISA). Each of the FS Tech Employee Plans, the Seller Pension Plan and the Seller 401(k) Plan have been maintained and administered in accordance with its terms and in compliance in all material respects with all applicable Laws. Each Employee Plan that is intended to be qualified under section 401(a) of the Code has timely received a favorable determination letter from the Internal Revenue Service that the Employee Plan is so qualified and each trust established in connection with any Employee Plan which is intended to be exempt from federal income taxation under section 501(a) of the Code has received a determination letter from the Internal Revenue Service that it is so exempt, and, to the Knowledge of the Sellers, no event or circumstance has occurred since the date of such determination letter or letters that would adversely affect the ...
Employee Plans and Benefits. 36 SECTION 6.11. Disposition of Litigation............................. 36
Employee Plans and Benefits. The Company agrees to terminate the NBC Internet, Inc. 401(k) Profit Sharing Plan (the "401(k) Plan") prior to the occurrence of the Transactions, including the Merger, and distribute the assets of the 401(k) Plan in accordance with the provisions of the 401(k) Plan, the Code and ERISA.
Employee Plans and Benefits. 32 SECTION 5.17 Sale of Shares by Parent......................................................................33 ARTICLE VI CONDITIONS TO THE MERGER SECTION 6.1 Conditions to the Obligations of Each Party...................................................33 SECTION 6.2 Conditions to the Obligations of Parent and Merger Sub........................................34 SECTION 6.3 Conditions to the Obligations of the Company..................................................34 ARTICLE VII TERMINATION, AMENDMENT AND WAIVER
Employee Plans and Benefits. 13 2.16 INSURANCE......................................................14 2.17 TRANSACTIONS WITH AFFILIATES...................................15
Employee Plans and Benefits. (a) Except as listed on Schedule 2.15, Seller does not maintain or contribute to or have any liability, including any contingent liability, and has not previously been a party with respect to any employee benefit plans, stock option or stock purchase plans, employment or severance arrangements or other similar arrangements including, without limitation, (i) any nonqualified deferred compensation, profit sharing, bonus, or retirement plans or stock option, stock purchase or incentive plans, agreements or arrangements, (ii) any defined contribution retirement plans intended to be qualified under Section 401(a) of the Code, (iii) any qualified defined benefit pension plans intended to be qualified under Section 401(a) of the Code (the plans described in (ii) and (iii) are collectively referred to as the "Pension Plans"), and (iv) any welfare benefit plans (the "Welfare Plans"). Each Pension Plan has received a favorable determination letter from the Internal Revenue Service that such Pension Plan is a "qualified plan" under Section 401(a) of the Code, the related trusts are exempt from tax under Section 501(a) of the Code, nothing has occurred that would jeopardize the qualification of such Pension Plan. The Plans comply in form and in operation in all material respects with the applicable requirements of the Code and the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Neither Seller nor any ERISA Affiliate is a party to, or has any liability with respect to any Pension Plan subject to Title IV of ERISA or any "multiple employer welfare arrangement" within the meaning of Section 3(40) of ERISA. As used in this Agreement, an "ERISA Affiliate" will mean each other Person or entity with whom Seller constitutes or has constituted all or part of a controlled group or which would be treated or has been treated with Seller as under common control or whose employees would be treated as employed by Seller under Section 414 of the Code or Section 400(1)(b) of ERISA.
(b) With respect to the Plans, (i) all required contributions have been made or properly accrued, (ii) there are no actions, suits or claims pending, other than routine claims for benefits, (iii) there have been no "prohibited transactions" (as that term is defined in Section 406 of ERISA or Section 4975 of the Code), and (iv) all Forms 5500 have been timely filed.
(c) Neither Seller or, to the Knowledge of Seller, any of its directors, officers, employees or any other "fiduciary," as...
Employee Plans and Benefits. (a) Schedule 2.15 contains an accurate and complete list and description of all Plans. True, correct and complete copies of such Plans as amended to the date hereof together with any summary plan descriptions and in respect of the Pension Plan, the most recent actuarial reports, financial statements and funding agreements have been provided to Buyer by Seller. No changes have occurred or, to the Knowledge of Seller, are expected to occur which would materially affect the information contained in such actuarial reports or financial statements required to be provided to the Buyer pursuant to this provision.
(b) With respect to the Plans, Seller has complied in all material respects with all applicable requirements of Laws governing such Plans including all Tax laws where same is required for preferential tax treatment and such Plans have at all times been properly established, registered and administered in all material respects in accordance with all applicable Laws and its terms. There is no audit or investigation pending or, to the Knowledge of Seller, Threatened with respect to any Plan before any Governmental Agency.
(c) No promises or commitments have been made by Seller to the employees to amend any Plan, to provide increased benefits thereunder or to establish any new Plan, save and except for changes, commitments and agreements that may from time to time be made as required by Law or as disclosed in Schedule 2.15.
(d) Except as expressly set forth in Schedule 2.15, and other than claims by employee for benefits received in the Ordinary Course under the Plans, Seller has not received written notice of any pending or Threatened claim under a Plan made by any employee that would have a Material Adverse Effect.
(e) All contributions or premiums required to be paid by Seller under the terms of each Plan or by Law have been made in accordance with applicable Laws and the terms of the Plans.
(f) Except as expressly set forth in Schedule 2.15, none of the Plans provides benefits beyond retirement or other termination of service to employees of the Business or their beneficiaries or dependants.
Employee Plans and Benefits. (a) Mattress Firm shall cause all employees of Elite who are employed by the Surviving Corporation on or after the Closing Date (the “Continuing Employees”) to be credited with their period of employment with Elite, and any of Elite’s subsidiaries for eligibility, participation and vesting (but not for purposes of benefit accrual under any defined benefit pension plan or group health plan) under any employee benefit plans of the Surviving Corporation to the extent permitted by plan terms.
(b) From and after the Closing, for Elite employees accepting employment, the Surviving Corporation shall cause to be credited any deductibles and out of pocket expenses incurred by such employee and their beneficiaries and dependents during the portion of the calendar year prior to their participation in the group health plans provided by the Surviving Corporation.
