Liabilities under Benefit Plans Sample Clauses

Liabilities under Benefit Plans. Except as expressly provided in this Section 8.7, (i) Seller shall remain solely responsible for any and all liabilities and obligations arising under the Benefit Plans, and Purchaser shall not assume or otherwise acquire any of the Benefit Plans, and (ii) for purposes of this Agreement, liabilities under the Benefit Plans shall be considered Excluded Liabilities.
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Liabilities under Benefit Plans. Seller shall retain all, and Purchaser shall not assume and shall not be deemed to have assumed any, Liability or responsibility for any Liabilities under, with respect to or arising in connection with, any Benefit Plan or with respect to any Seller Employee, including Transferred Employees.
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Liabilities under Benefit Plans. Except as expressly provided in the last sentence of Section 8.7(c), (i) Seller shall remain solely responsible for any and all liabilities and obligations arising under the Benefit Plans, and Purchaser shall not assume or otherwise acquire any of the Benefit Plans, and (ii) for purposes of this Agreement, liabilities under the Benefit Plans shall be considered Excluded Liabilities. In addition, the following shall be considered Excluded Liabilities: (i) any and all liabilities arising under or in connection with any other employee benefit or compensation plan, policy, arrangement or agreement with respect to which the Seller or any ERISA Affiliate has any liability (whether actual or contingent); and (ii) any and all liabilities in respect of salary, bonus, vacation or paid time off, payable to employees or former employees of Seller except as expressly provided in the last sentence of Section 8.7(c).
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Liabilities under Benefit Plans. (a) Purchaser agrees to assume, as of the Closing Date, sponsorship of and liability for, all Benefit Plans to the extent such liabilities constitute Assumed Obligations, including liability for continuation coverage under section 4980B(f) of the Code arising with respect to events occurring before, on or after the Closing Date. Purchaser agrees to honor and to make required payments in accordance with all Benefit Plans to the extent such liabilities constitute Assumed Obligations, and further agrees that, for a period of six months immediately following the Closing Date, it shall provide that such employees and former employees may participate in plans of Purchaser which provide benefits that are substantially comparable to those provided to them under the Benefit Plans on the date of this Agreement ("Purchaser Benefit Plans"). Purchaser agrees that for periods after the Closing Date, it shall provide group health benefits sufficient to satisfy the obligations of Seller and its Affiliates under Section 4980B of the Code so that neither the Seller nor its Affiliates shall incur any tax under Section 4980B or liability under Part 6 of Title I of ERISA with respect to the Benefit Plans for continuation coverage after the Closing Date (whether such obligation arises on account of qualifying events occurring before, on or after the Closing Date).
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Liabilities under Benefit Plans. Except as expressly provided in this Section 8.7, (i) BOA shall remain solely responsible for any and all liabilities and obligations arising under or with respect to the Benefit Plans, and Purchaser shall not assume or otherwise acquire any of the Benefit Plans, and (ii) for purposes of this Agreement, liabilities under or with respect to the Benefit Plans shall be considered Excluded Liabilities.
Sample 1
Liabilities under Benefit Plans. (a) Each Seller shall retain all of its Benefit Plans, and neither Purchaser shall purchase any assets of, and neither Purchaser shall assume nor be deemed to have assumed any liability or responsibility for any obligations or liabilities under, with respect to or arising in connection with, any Benefit Plan, whenever arising, or any liability or responsibility of either Seller with respect to any Affected Employee, including Hired Employees.
Sample 1
Liabilities under Benefit Plans. Neither the Seller nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable state or local Law; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation, (iii) incurred any Liability to the Pension Benefit Guaranty Corporation in connection with any Benefit Plan covering any active, retired, or former employees or directors of the Seller or any of its ERISA Affiliates, including, but not limited to, any Liability under Section 4069 or 4212(c) of ERISA or any penalty imposed under Section 4071 of ERISA; (iv) ceased operations at any facility or withdrawn from any employee benefit plan in a manner that could subject it to Liability under Section 4062, 4063, or 4064 of ERISA; (v) failed to comply with Sections 601 to 608 of ERISA and Section 4980B of the Code; or (vi) incurred or reasonably expects to incur, any withdrawal liability (including any contingent or secondary withdrawal liability) under Title IV of ERISA. Nothing has occurred that presents a risk of the occurrence of any withdrawal from or the partition, termination, reorganization, or insolvency of any Multiemployer Plan that could reasonably be expected to result in any Liability, including any withdrawal liability under Title IV of ERISA, to the Seller or any ERISA Affiliate. No complete or partial termination of any Benefit Plan has occurred. Nothing has occurred that could reasonably be expected to constitute grounds under Title IV of ERISA to terminate, or appoint a trustee to administer, any Benefit Plan and no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for such plan. The Purchaser shall not have any Liability with respect to any terminated employee benefit plan of the Seller, or any current or former ERISA Affiliate, except to the extent included in the Closing Date Working Capital or as otherwise contemplated by this Agreement and the Ancillary Documents.
Sample 1
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Related to Liabilities under Benefit Plans

  • ERISA Liabilities; Employee Plans The Credit Parties shall: (i) keep in full force and effect any and all Employee Plans which are presently in existence or may, from time to time, come into existence under ERISA, and not withdraw from any such Employee Plans, unless such withdrawal can be effected or such Employee Plans can be terminated without liability to the Credit Parties; (ii) make contributions to all of such Employee Plans in a timely manner and in a sufficient amount to comply with the standards of ERISA, including the minimum funding standards of ERISA; (iii) comply with all material requirements of ERISA which relate to such Employee Plans; (iv) notify Lender immediately upon receipt by the Credit Parties of any notice concerning the imposition of any withdrawal liability or of the institution of any Proceeding or other action which may result in the termination of any such Employee Plans or the appointment of a trustee to administer such Employee Plans; (v) promptly advise Lender of the occurrence of any “Reportable Event” or “Prohibited Transaction” (as such terms are defined in ERISA), with respect to any such Employee Plans; and (vi) amend any Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code of 1986 to the extent necessary to keep the Employee Plan qualified, and to cause the Employee Plan to be administered and operated in a manner that does not cause the Employee Plan to lose its qualified status.

  • Seller Benefit Plans From and after the Closing, the Business Employees shall cease to be active participants in the Seller Benefit Plans that are not Company Benefit Plans. Except as otherwise expressly set forth in this ‎Article VI, the Seller Group shall assume or retain, and indemnify and hold harmless Purchaser and its Affiliates (including the Company) in respect of, all assets and Liabilities related to Seller Benefit Plans that are not Company Benefit Plans.

  • Other Benefit Plans It is understood that the Employer retains any existing rights which he may have, in his exclusive discretion, to alter, amend, cancel, or terminate any existing employee benefit plan or plans or part thereof that are not provided for in this Agreement.

  • Employee Matters; Benefit Plans (a) Except as required by applicable Legal Requirements, the employment of each of the Acquired Corporations’ employees is terminable by the applicable Acquired Corporation at will.

  • ERISA; Benefit Plans Schedule 2.25 accurately (i) lists each ERISA Pension Benefit Plan (A)(1) the funding requirements of which (under Section 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ending on the date hereof were, in whole or in part, the responsibility of the Company or any Company Subsidiary or (2) respecting which the Company or any Company Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) being an "ERISA Affiliate Pension Plan") and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary (each plan described in this clause (C) and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided ARS with (i) true, complete and correct copies of (A) each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (B) each trust agreement related thereto and (C) all amendments to those plans and trust agreements. Except as accurately set forth in Schedule 2.25, (i) neither the Company nor any Company Subsidiary is, or at any time during the six-year period ended on the date hereof was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group).

  • Employee Benefit Plans and Related Matters; ERISA (a) Section 4.17(a) of the Parent Disclosure Schedule sets forth as of the date of this Agreement a true and complete list of the material Parent Benefit Plans, including all Parent Benefit Plans subject to ERISA. With respect to each such material Parent Benefit Plan, Parent has made available to the Company a true and complete copy of such Parent Benefit Plan, if written, or a description of the material terms of such Parent Benefit Plan if not written, and to the extent applicable, (i) any proposed amendments, (ii) all trust agreements, insurance contracts or other funding arrangements, (iii) the most recent actuarial and trust reports for both ERISA funding and financial statement purposes, (iv) the most recent Form 5500 with all attachments required to have been filed with the IRS or the Department of Labor and all schedules thereto, (v) the most recent IRS determination or opinion letter, and (vi) all current summary plan descriptions.

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

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

  • 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.

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