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.
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.
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. Set forth in Schedule 3.14 hereto is a --------------------------- list of each "employee welfare benefit plan" or "employee pension benefit plan" (as those terms are respectively defined in Sections 3(1) and 3(2) of ERISA), and each other qualified or non-qualified pension, retirement or deferred compensation plan, profit-sharing or incentive compensation plan, stock plan, unemployment compensation plan, vacation pay, severance pay, bonus or benefit arrangement, health, welfare, insurance or hospitalization program, or other material benefit arrangement, including all other contracts, arrangements, commitments and policies, written or oral, whether or not such contracts, arrangements, commitments or policies constitute an "employee benefit plan" (as defined in Section 3(37) of ERISA), which covers any Employee, is sponsored, maintained or contributed to or required to be contributed to by Citizens, or with respect to which Citizens has or may have any liability, contingent or otherwise after the Closing (collectively, the "Employee Plans"). For purposes -------------- of clarification, the term Employee Plans does not include any Employment Agreement delivered pursuant to Section 3.9 hereof. Citizens is not a party to any pension or welfare benefit plan that is a "multi-employer plan" within the meaning of Section 4001(a)(3) of ERISA, and as of the Closing Date, Citizens will have no withdrawal or other liability with respect to any "multi-employer plan" of Seller or any other Person. No Employee Plan is or was a "defined benefit plan" as defined under Section 3(35) of ERISA, and no Employee Plan is or was covered by Title IV of ERISA, as described in Section 4021 of ERISA. With respect to each Employee Plan, except as set forth on Schedule 3.14 hereto:
Employee Plans and Benefits. (a) Except as listed on SCHEDULE 2.15, Company does not maintain or contribute to or have any liability, including any contingent liability, with respect to (i) any nonqualified deferred compensation, profit sharing, bonus or retirement plans, (ii) any qualified defined contribution retirement plans, (iii) any qualified defined benefit pension plans (the plans described in (ii) and (iii) are collectively referred to as the "PENSION PLANS"), and (iv) any welfare benefit plans (the "WELFARE PLANS"). The Pension Plans and the Welfare Plans are collectively referred to as the "PLANS". Each of the Pension Plans has received a favorable determination letter from the Internal Revenue Service that such 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, and 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 requirements of the Code and the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Neither Company 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 Company constitutes or has constituted all or part of a controlled group or which would be treated or has been treated with Company as under common control or whose employees would be treated as employed by Company under Section 414 of the Code or Section 4001(b) of ERISA.
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.
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 ...
