Health and Welfare Plans; Benefit Arrangements Sample Clauses

Health and Welfare Plans; Benefit Arrangements. (a) For a period of one year following the Closing Date, TTSI shall ensure, and Buyer shall cause TTSI to ensure, that the US Transferred Employees are provided benefits that are substantially equivalent on an aggregate basis (and "substantially identical" with respect to health benefit coverage for purposes of satisfying Section 4980B of the Code) to those provided under the Employee Plans and Benefit Arrangements as in effect for those US Transferred Employees immediately prior to the Closing Date, it being understood and agreed that such benefits provided by TTSI shall include health, medical, dental, life, disability and severance benefits. Notwithstanding anything to the contrary in the preceding sentence, Buyer shall take commercially reasonable steps for purposes of TTSI providing health benefit coverage to US Transferred Employees on the Closing Date through CIGNA and agrees that such health benefit coverage will be "substantially identical" to that provided under Parent's group health plan as in effect immediately prior to the Closing Date for purposes of satisfying Section 4980B of the Code; provided, however, that if such health benefit coverage is not in place as of the Closing Date, Parent agrees to provide continuation coverage to US Transferred Employees (and their covered dependents) to the extent required by Section 4980B of the Code. Parent, at its option, may provide and administer continuation coverage and benefit claims under its group health plan and in such event TTSI shall reimburse Parent for the reasonable and customary cost of the provision and administration of benefits thereunder for the TTSI employees and covered dependents. Parent agrees to cooperate and assist Buyer and TTSI as is reasonably necessary to put such TTSI's health benefit coverage in place.
Sample 1Sample 2
AutoNDA by SimpleDocs
Health and Welfare Plans; Benefit Arrangements. (a) For a period of one year following the Closing Date, Buyer Companies shall ensure that the US Transferred Employees are provided benefits that are comparable in the aggregate to the health, medical, dental, life, disability and severance benefits in effect for the US Transferred Employees immediately prior to the Closing Date.
Sample 1Sample 2
Health and Welfare Plans; Benefit Arrangements. (a) For a period of one year following the Closing Date, Buyer intends to ensure that the US Transferred Employees are provided benefits that are substantially equivalent on an aggregate basis (and "substantially identical" with respect to health benefit coverage for purposes of satisfying Section 4980B of the Code) to those provided under the Employee Plans and Benefit Arrangements as in effect for those US Transferred Employees immediately prior to the Closing Date (except to the extent that any change is necessary to any stock option plan or other equity-based Benefit Arrangement to eliminate the use of any equity securities of the employer), it being understood and agreed that such benefits provided by Buyer and its Affiliates shall include at a minimum health, medical, dental, life, disability and severance benefits. Each U.S. Transferred Employee shall receive credit for service and compensation with Black & Decker and its Affiliates prior to the Closing Date for all purposes xx xxe same extent that service and compensation are recognized under Employee Plans and Benefit Arrangement immediately prior to the Closing.
Sample 1
Health and Welfare Plans; Benefit Arrangements. (a) Effective as of the Closing Date, Buyer and MTC shall make available to the Transferred Employees (and their dependents and beneficiaries) immediate participation in the employee welfare benefit plans available to other employees of Buyer and MTC, including medical, health, dental, flexible spending accounts, accident, life, short-term disability, and long-term disability ( the “Buyer Welfare Plans”). For a period of twelve months following the Closing Date, Buyer and MTC shall provide to the Transferred Employees a severance benefit plan that is no less favorable to Transferred Employees than the Seller’s severance benefit plan in effect for the Transferred Employees immediately prior to the Closing Date (attached hereto as Schedule D.03(a) is a copy of the Seller’s severance benefit plan), taking into account all compensation paid and service completed before and after the Closing Date in accordance with the terms of such severance plan.
Sample 1

Related to Health and Welfare Plans; Benefit Arrangements

  • Health and Welfare Benefit Plans During the Employment Period, Executive and Executive’s immediate family shall be entitled to participate in such health and welfare benefit plans as the Employer shall maintain from time to time for the benefit of senior executive officers of the Employer and their families, on the terms and subject to the conditions set forth in such plan. Nothing in this Section shall limit the Employer’s right to change or modify or terminate any benefit plan or program as it sees fit from time to time in the normal course of business so long as it does so for all senior executives of the Employer.

  • Health and Welfare Plans (i) All Liabilities relating to, arising out of, or resulting from health and welfare coverage or claims incurred by or on behalf of each Transferred System Employee under any Time Warner Cable Benefit Plan that is a health or welfare plan within the meaning of Section 3(1) of ERISA (each a "Time Warner Cable Health or Welfare Plan") prior to the Closing shall be Liabilities of Holdco or one of its Affiliates to the extent such Liabilities are reflected in the Closing Net Liabilities Amount used in calculating the Final Adjustment Amount.

  • Retirement and Welfare Plans Executive shall participate in employee retirement and welfare benefit plans made available to the Company’s senior level executives as a group or to its employees generally, as such retirement and welfare plans may be in effect from time to time and subject to the eligibility requirements of the plans. Nothing in this Agreement shall prevent the Company from amending or terminating any retirement, welfare or other employee benefit plans or programs from time to time as the Company deems appropriate.

  • Pension and Welfare Plans During the twelve-consecutive-month period prior to the Closing Date and prior to the date of any Credit Extension hereunder, no steps have been taken to terminate any Pension Plan, and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA. No condition exists or event or transaction has occurred with respect to any Pension Plan which might reasonably be expected to result in the incurrence by the Borrowers or any member of the Controlled Group of any material liability, fine or penalty. Except as disclosed in Item 6.11 of the Disclosure Schedule, neither any Borrower nor any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

  • Benefit Arrangements Each Benefit Arrangement has been maintained in compliance, in all material respects, with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Benefit Arrangement, including without limitation, the Code, and with all plan documents. Except as set forth in SCHEDULE 4.8 and except as provided by law, the employment of all persons presently employed or retained by the Company is terminable at will.

  • Health and Welfare Benefits Executive shall be entitled to participate, without discrimination or duplication, in any and all medical insurance, group health, disability, life, accidental death, dismemberment insurance, 401(k) or other retirement, deferred compensation, profit sharing, stock ownership and such other plans and programs which are made generally available by the Company to its other senior executives in accordance with the terms of such plans and programs and subject to the Company’s right to at any time amend or terminate any such plan or program. Executive shall be entitled to paid vacation, holidays, and any other time off in accordance with the Company’s policies in effect from time to time.

  • Welfare Plans (a) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee welfare benefit plans of Buyer and its affiliates providing benefits to any Acquired Employees after the Closing (the “New Welfare Plans” ), each Acquired Employee shall subject to applicable Law and applicable tax qualification requirements be credited with his or her years of service with Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, before the Closing, to the same extent as such Acquired Employee was entitled, before the Closing, to credit for such service under any similar employee benefit plan in which such Acquired Employee participated or was eligible to participate immediately prior to the Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (A) each Acquired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Employee participated immediately before the consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan of a Seller Entity (such plans, collectively, the “Old Plans” ), and (B) for purposes of each New Welfare Plan providing medical, dental, pharmaceutical and/or vision benefits to any Acquired Employee, Buyer, or, as applicable, an Acquired Company, shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plan to be waived for such Acquired Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated immediately prior to the Closing and Buyer shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan.

  • Welfare Benefit Plans During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

  • Benefits Plans During the Employment Period, You will be eligible to participate in all benefit plans in effect for executives and employees of the Company, subject to the terms and conditions of such plans.

  • Retirement and Welfare Benefits During the Term, the Executive shall be eligible to participate in the Company’s health, life insurance, long-term disability, retirement and welfare benefit plans, and programs available to similarly-situated employees of the Company, pursuant to their respective terms and conditions. Nothing in this Agreement shall preclude the Company or any Affiliate (as defined below) of the Company from terminating or amending any employee benefit plan or program from time to time after the Effective Date.

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