Employment and Benefit Plan Matters Sample Clauses

Employment and Benefit Plan Matters. (a) Prior to the Closing (to be effective as of the Closing), the Purchaser will offer regular full-time or part-time employment, as applicable, to such full-time and part-time employees of the Seller who are employed in the operations of the Business (as identified in accordance with Section 3.15) as the Purchaser deems appropriate on terms and conditions of employment substantially comparable to those which are applicable to the Business employees on the date hereof and hired before January 1, 2004 ("Business Employees"). Business Employees who accept offers of employment made by the Purchaser pursuant to this Section 5.16(a) and who actually commence active employment with the Purchaser (or any Designee or Affiliate of the Purchaser) as of the Closing will be referred to herein as the "Transferred Employees"; provided, however, that any Business Employee who accepts a position with the Purchaser but who is not actively at work on the Closing Date on account of sickness, vacation or short-term disability will be deemed a "Transferred Employee" only upon his or her return to active employment with the Purchaser (or any Designee or Affiliate of the Purchaser) after the Closing Date. Nothing in this Section 5.16(a) will be deemed to require, however, that the employment of any Transferred Employee be continued for any specific period of time after the Closing Date or that the terms and conditions of employment will remain unchanged for any specific period of time after the Closing Date. Except as provided in Section 5.16(c), the Seller will be responsible for all liabilities and claims relating to any current or former employee of the Seller or its Affiliates arising on or prior to the time such Person becomes a Transferred Employee of the Purchaser or its Designee or Affiliates (including any liabilities arising under any Benefit Plan or other compensation program, arrangement or agreement of the Seller). The Seller will retain liability for all Benefit Plans maintained by the Seller or its Affiliates and no such Benefit Plans (or any liabilities thereunder) will be assumed by or transferred to the Purchaser. The Purchaser will provide any benefits promised by it under this Section 5.16 through benefit plans established or maintained by the Purchaser, it being understood that Transferred Employees shall receive under such plans for eligibility and vesting purposes credit for prior service to the Seller to materially the same extent as if such service had b...
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Employment and Benefit Plan Matters. (a) Neither Seller, the Company, nor their respective ERISA Affiliates have ever sponsored, maintained, contributed to or had any liability or obligation to contribute to (i) any “pension plan” within the meaning of Section 3(2) of ERISA that is subject to Section 412 of the Code or Title IV of ERISA, (ii) any “multiemployer plan” within the meaning of Section 3(37) or 4001(a)(3) of ERISA, (iii) any “multiple employer plan” within the meaning of Section 413 of the Code or Section 4063 or 4064 of ERISA, (iv) any “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA, or (v) any “welfare plan” within the meaning of Section 3(1) of ERISA which provides medical, health or other welfare-type benefits to any former employee, director or independent contractor of Seller, the Company, or any of their respective ERISA Affiliates other than in accordance with Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code, or any similar state or local laws. Silver Hill Midstream, LLC and Sopris Minerals, LLC are not participating employers and do not sponsor or contribute to any Benefit Plan or other compensation plan, policy, agreement or arrangement of any kind that is maintained by the Company.
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Employment and Benefit Plan Matters. The Company does not employ, and the Company has never employed, any employees. All services provided to the Company are provided by employees of XXXX X. The Company does not sponsor or have any liability with respect to any employee benefit or compensation plans, programs, policies, agreements or arrangements of any kind. During the past six years, Seller, the Company and their ERISA Affiliates have not made or been required to make contributions to any “multiemployer plan,” as defined in Section 3(37) of ERISA, or an employee pension plan subject to Title IV of ERISA or Section 412 of the Code. Seller, the Company and their ERISA Affiliates have paid and discharged promptly when due all liabilities and obligations arising under ERISA or the Code of a character which if unpaid or unperformed would result in the imposition of a Tax or penalty against the Company or a Lien against the Company or the Properties. No circumstance exists which could be expected to result in a Tax being imposed on the Company under Section 4980B or 4980H of the Code.
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Employment and Benefit Plan Matters. (a) [***]
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Employment and Benefit Plan Matters. The Companies do not employ any Employees. All services provided to the Companies in connection with the Properties are provided by Employees of Saddle Butte Operating, LLC (“SBO”). Section 3.8 of the Disclosure Schedule sets forth a list of those Employees of SBO who provide services in connection with the field operations of the Properties as identified by Seller (the “Field Employees”), by position, principal work location, and date of hire. Except as disclosed in Section 3.8 of the Disclosure Schedule, (i) there are no collective bargaining agreements or similar labor union contracts applicable to the Field Employees and, to the Knowledge of Seller, no such agreement or contract has been requested by any Field Employee, group of Field Employees, or labor union; (ii) no Field Employees are represented by any labor union with respect to maintaining or providing services to the Properties; (iii) there are no pending, and to the Knowledge of Seller, threatened representational campaign or other organizing activities by any labor union to become the collective bargaining representative of any of the Field Employees; and (iv) the Field Employees have not in the past year engaged in any strikes, work stoppages, work slowdowns, or lockouts with respect to maintaining or providing services to the Properties and, to the Knowledge of Seller, there is no threat thereof by the Field Employees. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the Company, threatened by or on behalf of any Field Employee or group of Field Employees. The Companies do not sponsor any employee benefit plans, programs, policies or arrangements. Seller, the Companies and their ERISA Affiliates have not made or been required to make contributions to any “multiemployer plan,” as defined in Section 3(37) of ERISA, or an employee pension plan subject to Title IV of ERISA or Section 412 of the Code. Seller, the Companies and their ERISA Affiliates have paid and discharged promptly when due all liabilities and obligations arising under ERISA or the Code of a character which if unpaid or unperformed would result in the imposition of a lien against any of the Companies or any of the Properties.
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Employment and Benefit Plan Matters. The following provisions shall apply to certain employee-related matters:
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Employment and Benefit Plan Matters. (a) Each Employee who has an account balance in any Company Plan that is a defined contribution plan intended to be tax-qualified under Code Section 401(a) and is sponsored by a member of the Seller Group or Business Group (each a “Defined Contribution Plan” and, collectively, the “Defined Contribution Plans”) shall be deemed fully vested in, and entitled to receive a distribution of, his or her entire account balance to the extent provided by the terms of the Defined Contribution Plans and shall be permitted to rollover his or her “eligible rollover distribution” from the Defined Contribution Plans (as defined under Section 402(c)(4) of the Code) to a qualified retirement plan established or maintained by Buyer, a Company, a Subsidiary or an affiliate of Buyer. As of an Employee’s Transfer Date, such Employee shall cease to be eligible to make or receive contributions under any Defined Contribution Plans that are not Company Sponsored Plans (provided, that any contribution required to be made with respect to the participation of such Employees in such plans on or immediately prior to the Transfer Date shall be made by Seller as soon as administratively feasible following the Transfer Date, in accordance with the applicable Company’s standard administrative practice for such plans). As of the Closing Date, all Company Employees shall be deemed terminated without cause or terminated for the convenience of the Seller (or such similar standards) for the limited purpose of vesting in benefits in any applicable equity incentive plans (and related award agreements) of the Seller Group.
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Employment and Benefit Plan Matters 
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Related to Employment and Benefit Plan Matters

  • Employment and Benefit Matters (a) For the period commencing at the Effective Time and ending on December 31, 2011, Parent agrees to cause the Surviving Corporation to maintain base salary, bonus opportunity, retirement benefits, health benefits, welfare benefits, but not any stock-based benefits, for the Seller Personnel who remain employed after the Effective Time (collectively, the “Seller Employees”) at the same levels that are, in the aggregate, at least comparable to those in effect for similarly situated employees of Parent on the date hereof. Parent shall, and shall cause the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of Seller Employees with Seller or any Subsidiary of Seller attributable to any period before the Effective Time as service rendered to Parent, the Surviving Corporation or any Subsidiary of Parent for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of Parent or eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of Parent to be waived with respect to Seller Employees and their eligible dependents, to the extent waived or satisfied under the corresponding plan in which Seller Employees participated immediately prior to the Acceptance Date, and any deductibles paid by Seller Employees under any of Seller’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Date occurs shall be credited towards deductibles under the health plans of Parent or any Subsidiary of Parent. Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result. Seller Employees shall be considered to be employed by Parent “at will” and nothing shall be construed to limit the ability of Parent or the Surviving Corporation to terminate the employment of any such Seller Employee at any time. Parent will cooperate with Seller, and assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of Seller or any Subsidiary of Seller in accordance with all applicable Laws and bargaining agreements, if any.

  • Compensation and Benefit Plans Momentive shall not, and shall not permit any of its Subsidiaries to (i) other than in the ordinary course of business consistent with past practice, enter into, adopt, amend (except for such amendments as may be required by law) or terminate any Momentive Benefit Plan, or any other employee benefit plan or any agreement, arrangement, plan or policy between Momentive or a Subsidiary of Momentive and one or more of its directors or officers, (ii) except for normal payments, awards and increases in the ordinary course of business or as required by any plan or arrangement as in effect as of the date hereof, increase in any manner the compensation or other benefits of any director, officer or employee or pay any benefit not required by any plan or arrangement as in effect as of the date hereof or enter into any contract, agreement, commitment or arrangement to do any of the foregoing, (iii) enter into or renew any contract, agreement, commitment or arrangement (other than a renewal occurring in accordance with the terms thereof) providing for the payment to any director, officer or employee of such party of compensation or benefits contingent, or the terms of which are materially altered, upon the occurrence of any of the transactions contemplated by this Agreement (or any event closely associated therewith including without limitation any termination of employment), (iv) grant any stock option, restricted stock, restricted stock unit or other equity-related award pursuant to the Momentive Incentive Plan or otherwise on or after the date hereof or (v) enter into or amend any collective bargaining agreements, except in the ordinary course of business consistent with past practice.

  • 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.

  • 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.

  • Employee Matters and Benefit Plans 23 2.21 Employees........................................................................26 2.22 Governmental Authorizations and Licenses.........................................26 2.23

  • Employment and Employee Benefits Matters (a) Parent will cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Control Time and ending on the first anniversary thereof (the “Continuation Period”), to (i) maintain for the individuals employed by the Company at the Control Time (the “Current Employees”) and who remain employees of the Surviving Corporation during the Continuation Period base compensation and target incentive compensation that is no less favorable to each Current Employee than such Current Employee’s base compensation and target incentive compensation immediately prior to the Control Time, and (ii) provide benefits that are of comparable economic value in the aggregate to the benefits provided by the Company as of immediately prior to the Control Time (excluding, for purposes of Section 6.4(a)(i) and (ii) equity and equity-based compensation, retention, stay, or transaction bonuses or similar arrangements); provided, however, that nothing in this Section 6.4 will be construed as an amendment to or prevent the amendment or termination of any particular Company Plan or employee benefit plan of Parent or any of its Subsidiaries, to the extent permissible thereunder, or interfere with the Parent’s or any of its Subsidiaries’ or the Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. Parent will cause the Surviving Corporation and each of its Subsidiaries to honor all obligations and agreements relating to 2010 Bonuses (as defined in Section 4.13(a) of the Company Disclosure Letter) as are, and to the fullest extent, set forth in Section 6.4(a) of the Company Disclosure Letter. During the Continuation Period, Parent will cause the Surviving Corporation to pay or cause to be paid, consistent with the Company’s past practice in similar circumstances, to each Current Employee (i) who is involuntarily terminated or (ii) in the case of any employee covered by an employment, change in control, severance or similar agreement or entitlement providing for benefits upon a voluntary termination for good reason, who terminates employment voluntarily for good reason as therein defined, severance in accordance with past practices, including with respect to bonuses.

  • Executive Benefit Plans The Executive will be eligible to participate in any executive benefit plans offered by the Company including, without limitation, medical, dental, short-term and long-term disability, life, pension, profit sharing and nonqualified deferred compensation arrangements, as the Board may determine in its discretion. The Company reserves the right to modify, suspend or discontinue any and all of the plans, practices, policies and programs at any time without recourse by the Executive, so long as the Company takes such action generally with respect to other similarly situated officers.

  • 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.

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