EMPLOYEE PLANS, EMPLOYEES Sample Clauses

EMPLOYEE PLANS, EMPLOYEES. All employee bonus, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase, employee stock ownership, stock appreciation rights, savings, consulting, severance, collective bargaining, group insurance, fringe benefit and other employee benefit, incentive and welfare plans, policies, contracts and arrangements and all trust agreements related thereto, now in effect and relating to any present or former directors, officers or employees of CoBancorp or the CoBancorp Subsidiaries, whether or not described in Section 3(3) of ERISA ("CoBancorp Employee Plans"), are identified in the CoBancorp Disclosure Letter. CoBancorp has previously delivered or made available to FirstMerit copies of all CoBancorp Employee Plans, in each case as in effect on the date of this Agreement. All of CoBancorp Employee Plans have been maintained, operated and administered in substantial compliance with their terms, and CoBancorp, all of the CoBancorp Subsidiaries and all of the CoBancorp Employee Plans currently comply, and have at all relevant times complied, in all material respects with ERISA, the Code, and any other applicable laws. With respect to each CoBancorp Employee Plan which is a pension plan (as defined in Section 3(2) of ERISA): (a) except as set forth in the CoBancorp Disclosure Letter each pension plan as amended (and any trust relating thereto) intended to be a qualified plan under Section 401(a) of the Code either has been determined by the IRS to be so qualified or is the subject of a pending application for such determination that was timely filed, (b) except as set forth in the CoBancorp Disclosure Letter, would be fully funded (calculated using the interest rate and other actuarial assumptions mandated by the Pension Benefit Guaranty Corporation ("PBGC")) if terminated at the Effective Time and there is no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, and no waiver of the minimum funding standards of such sections has been requested from the IRS, (c) no reportable event described in Section 4043 of ERISA has occurred, (d) no defined benefit plan has been terminated, nor has the PBGC instituted proceedings to terminate a defined benefit plan or to appoint a trustee or administrator of a defined benefit plan, and no circumstances exist that constitute grounds under Section 4042 of ERISA entitling the PBGC to institute any such proceedings, and (e) no pension ...
Sample 1Sample 2Sample 3See All (8)
AutoNDA by SimpleDocs
EMPLOYEE PLANS, EMPLOYEES. All employee bonus, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase, employee stock ownership, stock appreciation rights, savings, consulting, severance, collective bargaining, group insurance, fringe benefit and other employee benefit, incentive and welfare plans, policies, contracts and arrangements and all trust agreements related thereto, now in effect and relating to any present or former directors, officers or employees of Signal or the Signal Subsidiaries, whether or not described in Section 3(3) of ERISA ("Signal Employee Plans"), are identified in the Signal Disclosure Letter. Signal has previously delivered or made available to FirstMerit copies of all Signal Employee Plans, in each case as in effect on the date of this Agreement.
Sample 1Sample 2Sample 3
EMPLOYEE PLANS, EMPLOYEES. (A) Seller will pay when due, retain and be solely responsible for, all liabilities and obligations related to the Employee Plans, except for the Company’s contributions, premiums or other expenses accrued in the ordinary course of business and expressly included in Estimated Net Working Capital through the Closing, and Seller shall cause the Company to cease being a participating employer in such plans as of Closing. Purchaser agrees that any reasonable Company action to accomplish this shall not be considered a violation of any provision of this Agreement. Seller shall be responsible for the continuation coverage requirements of Code Section 4980B and Sections 601 through 608 of ERISA (“COBRA”) with respect to any “qualifying events” related to any current or former employee of the Company or the Business (and his or her spouse or dependent) occurring on or before the Closing Date; and Purchaser shall be responsible for subsequent qualifying events.
Sample 1
EMPLOYEE PLANS, EMPLOYEES. 18 2.20 Legal Proceedings, Etc.......................................................................21 2.21 Transactions with Affiliates.................................................................21 2.22 Receivables..................................................................................21 2.23
Sample 1
EMPLOYEE PLANS, EMPLOYEES. The Company agrees (i) to cause its 401(k) plan to terminate effective as of the day immediately preceding the Closing Date and (ii) to cause all of its other Employee Plans to terminate as soon as practicable following the Closing, unless Parent in its sole discretion determines before such time to maintain such plans. 5.12
Sample 1
EMPLOYEE PLANS, EMPLOYEES. (a) Schedule 7.08 sets forth a complete list of all Employee Plans. The Stockholders have previously delivered or made available to Buyer true and complete copies of all such Employee Plans, in each case as in effect on the date of this Agreement.
Sample 1
EMPLOYEE PLANS, EMPLOYEES. (a) Parent will cause the Surviving Corporation to take actions that are reasonably necessary so that, for a period of not less than one year after the Effective Time, employees of the Company who continue their employment after the Effective Time (the "Employees") will be provided employee benefits which in the aggregate are no less favorable to the Employees than benefits which are substantially similar to those benefits provided as of the date of this Agreement; provided, however, that Parent will not be obligated to provide a stock option plan to Employees.
Sample 1
AutoNDA by SimpleDocs
EMPLOYEE PLANS, EMPLOYEES. (a) Section 2.19(a) of the Disclosure Schedule contains a true and complete list of all employee benefit plans, including, but not limited to, pension, profit sharing, incentive, bonus, deferred compensation, retirement, stock option, equity purchase, severance, medical and hospitalization, insurance, vacation, salary continuation, sick pay, welfare, fringe benefit and other employee benefit plans, contracts, programs, policies and arrangements, whether written or EXECUTION COPY oral, which the Company maintains or has maintained, or under which the Company has or had any obligations with respect to any employee, now or at any time during the five year period ending on the Closing Date (the "Plans").
Sample 1

Related to EMPLOYEE PLANS, EMPLOYEES

  • 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, “

  • Employee Plans Except as provided in Section 4.12, the Assuming Institution shall have no liabilities, obligations or responsibilities under the Failed Bank’s health care, bonus, vacation, pension, profit sharing, deferred compensation, 401K or stock purchase plans or similar plans, if any, unless the Receiver and the Assuming Institution agree otherwise subsequent to the date of this Agreement.

  • Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.

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

  • Employee Benefit Plans; Employment Agreements Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10, (i) there has been no "prohibited transaction," as such term is defined in Section 406 of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of ERISA, any material employee welfare plans (as defined in Section 3(1) of ERISA), or any material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "COMPANY EMPLOYEE PLANS") which could result in any liability of the Company or any of its Subsidiaries; (ii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury), and the Company and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none of the Company or any of its Subsidiaries is a party to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated hereby.

  • 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.

  • Business Employees Immediately after the date of this Agreement, Buyer shall offer employment to each Business Employee set forth on Schedule 6.6(a). Buyer shall reimburse Seller for severance obligations (if any) arising as a result of the rejection of Buyer’s offer of employment by any Business Employee. Buyer shall cause each offer of employment to a Business Employee pursuant to this Section 6.6(a) to provide for (i) an annual salary or hourly wage rate (as applicable), (ii) annual and long-term bonus and incentive compensation opportunities (other than incentive compensation opportunities related to the transactions contemplated by this Agreement), and (iii) employee benefit plans, programs and arrangements (collectively “Employment Terms”) that are substantially comparable, in the aggregate, to those provided to Buyer’s employees in similar positions. In addition, Buyer may offer employment to the Business Employees set forth on Schedule 6.6(b), on terms to be mutually agreed upon, at the Buyer’s sole discretion. Buyer shall reimburse Seller for severance obligations (as set forth on Schedule 6.6(c)), actually paid by Sellers or Parent, arising as a result of the rejection of Buyer’s offer of employment by any Business Employee or arising as a result of Buyer’s failure to offer employment to any Business Employee if such Business Employee is terminated by Seller within thirty (30) days of the Closing Date. Any Business Employee who accepts Buyer’s offer of employment pursuant to this Agreement shall be a “Transferred Employee.” Nothing herein shall restrict the right of Buyer or a Subsidiary of Buyer to terminate the employment of any Transferred Employee after the Closing Date. Any reimbursement of severance obligations by Buyer to Seller, as set forth above, shall occur within ten (10) days of a reimbursement request from Seller.

  • Benefit Plans; ERISA (a) Section 2.09(a) of the Disclosure Schedule contains a true and complete list and description of each of the Benefit Plans and identifies each of the Benefit Plans that is a Qualified Plan and relates to Employees.

  • Transferred Employees Harpoon’s employment of the Transferred Employees shall terminate at 11:59 p.m. Pacific Time on the Series B Closing Date. Prior to or in conjunction with the Series B Closing, Maverick shall in good faith offer employment to the Transferred Employees, pursuant to terms of written offer letters, with such employment to commence on the first Business Day immediately following the Series B Closing Date. In the event that any such Transferred Employee accepts Maverick’s offer of employment either before or after the Series B Closing, Maverick shall be responsible for all Liabilities (including salaries and benefits, including the maintenance of appropriate levels of workers’ compensation insurance) arising out of any such employment from and after the initial date of the Transferred Employee’s employment with Maverick. Harpoon shall be responsible for providing notice and health continuation coverage under COBRA to any Transferred Employee (and his/her qualified beneficiaries) who experiences a qualifying event after the Series B Closing Date. With respect to all confidentiality and invention assignment provisions applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing, Harpoon shall enforce such provisions on behalf of Maverick, at Maverick’s request and expense, to the extent that Maverick cannot enforce such Contracts directly. Effective upon the Series B Closing, Harpoon hereby waives (x) any non-competition or similar provisions and (y) any confidentiality provisions, to the extent restricting disclosure or use of the Transferred Intellectual Property or use of the license set forth in Section 2.2(a), in each case ((x) and (y)) applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing.

  • Benefit Plans and Programs To the extent permitted by applicable law and subject to the terms and eligibility requirements of any such plan or program, Executive will be eligible to participate in all benefit plans and programs, including improvements or modifications of the same, that are maintained by the Company generally for executive employees of the Company, subject to the eligibility requirements and other terms and conditions of those plans and programs. The Company will not, however, by reason of this Section 5(b) be obligated either (1) to institute, maintain, or refrain from changing, amending, or discontinuing any such benefit plan or program, or (2) to provide Executive with all benefits provided to any other person or individual employed by the Company or any of its affiliates.

Time is Money Join Law Insider Premium to draft better contracts faster.