Material Benefit Plans Sample Clauses

The Material Benefit Plans clause defines the rules and obligations related to employee benefit plans that are significant to the parties involved, such as retirement, health, or stock option plans. It typically requires the disclosure of all such plans, ensures their compliance with applicable laws, and may set standards for their continuation or modification during a transaction. This clause is essential for providing transparency about employee benefits, helping to allocate risk and prevent disputes over undisclosed or improperly managed benefit obligations.
Material Benefit Plans i. Medical – PPO Plan through Blue Cross & Blue Shield of Massachusetts ii. Medical – HMO Plan through Blue Cross & Blue Shield of Massachusetts iii. Dental – Guardian, Policy No. 00454032 iv. Short Term Disability – Sun Life Insurance Company, Policy No. 211641 v. Long Term Disability – Sun Life Insurance Company, Policy No. 211641 vi. Life (Basic Term and AD&D) – SunLife Insurance Company, Policy No. 211641 vii. Ameriflex Flexible Spending Account Plan None. None. None. GUARANTEE ASSUMPTION AGREEMENT dated as of [DATE] by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a [corporation][limited liability company] (the “Additional Subsidiary Guarantor”), in favor of Capital Royalty Partners II L.P., Capital Royalty Partners II – Parallel Fund “A” L.P. and Parallel Investment Opportunities Partners II L.P., as Lenders (the “Lenders”) under that certain Term Loan Agreement, dated as of May 24, 2013 (as amended, restated, supplemented or otherwise modified, renewed, refinanced or replaced, the “Loan Agreement”), among Valeritas, Inc., a Delaware corporation (“Borrower”), the lenders party thereto and the Subsidiary Guarantors party thereto. Pursuant to Section 8.12(a) of the Loan Agreement, the Additional Subsidiary Guarantor hereby agrees to become a “Subsidiary Guarantor” for all purposes of the Loan Agreement, and a “Grantor” for all purposes of the Security Agreement. Without limiting the foregoing, the Additional Subsidiary Guarantor hereby, jointly and severally with the other Subsidiary Guarantors, guarantees to the Lenders and their successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all Guaranteed Obligations (as defined in Section 13.01 of the Loan Agreement) in the same manner and to the same extent as is provided in Section 13 of the Loan Agreement. In addition, as of the date hereof, the Additional Subsidiary Guarantor hereby makes the representations and warranties set forth in Sections 7.01, 7.02, 7.03, 7.05(a), 7.06, 7.07, 7.08 and 7.18 of the Loan Agreement, and in Section 2 of the Security Agreement, with respect to itself and its obligations under this Agreement and the other Loan Documents, as if each reference in such Sections to the Loan Documents included reference to this Agreement, such representations and warranties to be made as of the date hereof.
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Material Benefit Plans i. Medical – PPO Plan through Blue Cross & Blue Shield of Massachusetts, Policy No. 2305332 ii. Medical – HMO Plan through Blue Cross & Blue Shield of Massachusetts, Policy No. 4050078 iii. Medical – PPO/HSA Plan through Blue Cross & Blue Shield of Massachusetts, Policy No. 2350252 iv. Dental – Met Life, Policy No. TM-05913564-G v. Short Term Disability – Sun Life Insurance Company, Policy No. 211641 vi. Long Term Disability – Sun Life Insurance Company, Policy No. 211641 vii. Life (Basic Term and AD&D) - SunLife Insurance Company, Policy No. 211641 viii. Disability Plan for employees based in New York state – Sun life Insurance Company, Policy No. 820083 ix. Vision – Vision Service Plan Insurance Company – Policy No. 30043929 x. Ameriflex Flexible Spending Account Plan None. None. None. GUARANTEE ASSUMPTION AGREEMENT dated as of [ ] by [NAME OF ADDITIONAL GUARANTOR], a [corporation][limited liability company] (the “Additional Guarantor”), in favor of Capital Royalty Partners II L.P., Capital Royalty Partners II – Parallel Fund “A” L.P., Paralleled Investment Opportunities Partners II L.P., Capital Royalty Partners II (Cayman) L.P., and Capital Royalty Partners II – Parallel Fund “B” (Cayman) L.P., as Lenders (the “Lenders”) under that certain Second Amended and Restated Term Loan Agreement, dated as of May 3, 2016 (as amended, restated, supplemented or otherwise modified, renewed, refinanced or replaced, the “Loan Agreement”), among Valeritas, Inc., a Delaware corporation (“Borrower”), the lenders party thereto and the Guarantors party thereto.
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Material Benefit Plans i. Medical – PPO Plan through Blue Cross & Blue Shield of Massachusetts, Policy No. 2305332 ii. Medical – HMO Plan through Blue Cross & Blue Shield of Massachusetts, Policy No. 4050078 iii. Medical – PPO/HSA Plan through Blue Cross & Blue Shield of Massachusetts, Policy No. 2350252 iv. Dental – Met Life, Policy No. TM-05913564-G v. Short Term Disability – Sun Life Insurance Company, Policy No. 211641
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Material Benefit Plans. Except as set forth in Section 3.10(a) of the Disclosure Schedule, none of the Welfare Plans promises or provides retiree medical or other retiree welfare benefits to any person. To the Knowledge of the Company (as defined in Section 9.03), no fiduciary of a Benefit Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach would reasonably be expected to result in any material liability to the Company. Each Benefit 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, to the Knowledge of the Company, nothing has occurred which would reasonably be expected to impair such determination. All contributions required to be made with respect to any Benefit Plan pursuant to the terms of the Benefit Plan or any collective bargaining agreement, have been made on or before their due dates. (b) None of the Pension Plans is subject to Title IV of ERISA and none of the Company or any other person or entity that, together with the Company, is treated as a single employer under Section 414 of the Code or pursuant to Title IV of ERISA (each, including the Company, a "Commonly Controlled Entity") has any liability under Title IV of ERISA (whether actual or contingent) with respect to a Pension Plan, or to any other employee pension benefit plan that is or was maintained, contributed to or required to be contributed to by a Commonly Controlled Entity (other than for contributions not yet due) or to the Pension Benefit Guaranty Corporation (other than for payment of premiums not yet due), which liability has not been fully paid. (c) No Commonly Controlled Entity is required to contribute to any "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA) or has withdrawn from any multiemployer plan where such withdrawal has resulted or would result in any "withdrawal liability" (within the meaning of Section 4201 of ERISA) that has not been fully paid or as to which a Commonly Controlled Entity would have liability pursuant to Section 4212(c) of ERISA. (d) Each Benefit Plan that is a Welfare Plan may be amended or terminated at any time after the Effective Time without material liability to the Company or the Subsidiaries, except as set forth in the plan or in any agreement related thereto, as provided by law or as disclosed in Section 3.10(d) of the Disclosure Schedul...
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Material Benefit Plans. Essex Crane Rental Corp. Group Health and Welfare Plan (Blue Cross/Blue Shield of Alabama) Essex Rental Corp. 401(k) Plan (Prudential) Essex Rental Corp. Vision Plan (VSP) Essex Rental Corp. Dental Plan (Assurant) Essex Crane Rental Corp. Short-term Disability, long term disability and life insurance benefits (Assurant) 1. Title IV Plans 2. Multiemployer Plans 3. Material Benefit Plans
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Material Benefit Plans. Essex Crane Rental Corp. Group Health and Welfare Plan (Blue Cross / Blue Shield of Alabama) Essex Rental Corp. 401(k) Plan (Prudential) Essex Rental Corp. Vision Plan (VSP) Essex Rental Corp. Dental Plan (Assurant) Essex Crane Rental Corp. Short-term disability, long term disability and life insurance benefits (Assurant) 1. Title IV Plans 2. Multiemployer Plans 3. Material Benefit Plans 1.) The Preliminary Inspection Report by the Alabama Department of Environmental Management, dated as of March 13, 2007. 2.) The Compliance Plan attached to the Compliance Agreement by and among Essex Holdings, LLC ("Holdings"), KCP Services, LLC, the member of Holdings, Essex Crane Rental Corp. and Hyde Park Acquisition Corp. 3.) The Recognized Environmental Conditions, DeMinimis Environmental Conditions, and the Non-Compliance Issues set forth in the January 2008 draft Phase I Environmental Site Assessment Report and Limited Compliance Review prepared by Bradburne, Briller & ▇▇▇▇▇▇▇ LLC for the facilities at: (a) Alabaster, Alabama (b) Fontana, California (c) Longmont, Colorado (d) Tampa, Florida (e) Carlisle, Pennsylvania (f) Arcola, Texas (g) Rochester, Washington (h) Bauxite, Arkansas (i) ▇▇▇▇▇▇▇▇, California (j) Stockton, California (k) Port Allen, Texas (l) St. Louis, Missouri (m) Thorofare, New Jersey
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Related to Material Benefit Plans

  • ERISA; Benefit Plans Schedule 3.22 (i) lists (A) each ERISA Pension Benefit Plan (1) the funding requirements of which (under Section 302 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ended on the date hereof were, in whole or in part, the responsibility of the Company or (2) respecting which the Company 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 this clause (A) describes 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 this clause (B) describes 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 (each plan this clause (C) describes 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 Buyer with true, complete and correct copies of (i) the Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (ii) each trust agreement related thereto and (iii) all amendments to those plans and trust agreements. Except as Schedule 3.22 sets forth, (i) the Company is not, and at no 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 was a member, among its members any Person other than the Company and (ii) no Person is an ERISA Affiliate of the Company.

  • 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.

  • Benefit Plans (a) At the Effective Time, Mutual First or a Mutual First Subsidiary shall be substituted for ▇▇▇▇▇▇ or a ▇▇▇▇▇▇ Subsidiary as the sponsoring employer under those benefit and welfare plans with respect to which ▇▇▇▇▇▇ or any of its Subsidiaries is a sponsoring employer immediately prior to the Effective Time, and shall assume and be vested with all of the powers, rights, duties, obligations and liabilities previously vested in ▇▇▇▇▇▇ or its Subsidiary with respect to each such plan. Except as expressly contemplated by a separate agreement entered into by ▇▇▇▇▇▇ and Mutual First on the date hereof, each such plan shall be continued in effect by Mutual First or any applicable Mutual First Subsidiary after the Effective Time without a termination or discontinuance thereof as a result of the Company Merger or the Bank Merger, subject to the power reserved to Mutual First or any applicable Mutual First Subsidiary under each such plan to subsequently amend or terminate the plan, which amendments or terminations shall comply with applicable law. ▇▇▇▇▇▇, each ▇▇▇▇▇▇ Subsidiary, and Mutual First will use all reasonable efforts (i) to effect said substitutions and assumptions, and such other actions contemplated under this Agreement, and (ii) to amend such plans as to the extent necessary to provide for said substitutions and assumptions, and such other actions contemplated under this Agreement. (b) At or as promptly as practicable after the Effective Time as Mutual First shall reasonably determine, Mutual First shall provide, or cause a Mutual First Subsidiary to provide, to each full time employee of ▇▇▇▇▇▇, and its wholly-owned Subsidiaries as of the Effective Time ("▇▇▇▇▇▇ Employees") the opportunity to participate in each employee benefit and welfare plan maintained by Mutual First or a Mutual First Subsidiary, whichever is applicable, for similarly-situated employees provided that with respect to such plans maintained by Mutual First or a Mutual First Subsidiary, whichever is applicable, ▇▇▇▇▇▇ Employees shall be given credit for service recognized under the corresponding plan of ▇▇▇▇▇▇ and its Subsidiaries in determining participation in, eligibility for and vesting in benefits thereunder, and only with respect to severance and vacation plans, accrual of benefits; provided further that ▇▇▇▇▇▇ Employees shall not be subject to any waiting periods or pre-existing condition exclusions under the group health plan of Mutual First or any applicable Mutual First Subsidiary to the extent that such periods are longer or restrictions impose a greater limitation than the periods or limitations imposed under the applicable ▇▇▇▇▇▇ group health plan; and provided further that to the extent that the initial period of coverage for ▇▇▇▇▇▇ Employees under any plan of Mutual First or a Mutual First Subsidiary, whichever is applicable, that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA is not a full 12- month period of coverage, ▇▇▇▇▇▇ Employees shall be given credit under the applicable welfare plan for any deductibles and co-insurance payments made by such ▇▇▇▇▇▇ Employees under the corresponding ▇▇▇▇▇▇ welfare plan during the balance of such 12- month period of coverage. Nothing in the preceding sentence shall obligate Mutual First or any Mutual First Subsidiary to provide or cause to be provided any benefits duplicative to those provided under any ▇▇▇▇▇▇ benefit or welfare plan continued pursuant to subparagraph (a) above, including, but not limited to, extending participation in any plan which is an "employee pension benefit plan" under ERISA relative to any period of time with respect to which allocations are made to ▇▇▇▇▇▇ Employees under any employee pension benefit plan maintained or sponsored by ▇▇▇▇▇▇ or a Marion Subsidiary. Except as otherwise provided in this Agreement, the power of Mutual First or any Mutual First Subsidiary to amend or terminate any benefit or welfare plans of ▇▇▇▇▇▇ and its Subsidiaries shall not be altered or affected. Moreover, this subsection 6.13(b) shall not confer upon any ▇▇▇▇▇▇ Employee any rights or remedies hereunder and shall not constitute a contract of employment or create any rights, to be retained or otherwise, in employment at Mutual First or any Mutual First Subsidiary. (c) Any separate agreement entered into by ▇▇▇▇▇▇ and Mutual First on the date hereof relating to employee or other benefits is incorporated herein by reference and shall be deemed a part of this Agreement.

  • Company Benefit Plans (a) Section 4.13(a) of the Company Disclosure Letter sets forth a complete list, as of the date hereof, of each Company Benefit Plan. With respect to each Company Benefit Plan, the Company has made available to OmniLit, to the extent applicable, true, complete and correct copies of (A) such Company Benefit Plan (or, if not written a written summary of its material terms) and all plan documents, trust agreements, insurance Contracts or other funding vehicles and all amendments thereto, (B) the most recent summary plan descriptions, including any summary of material modifications, (C) the most recent annual reports (Form 5500 series) filed with the IRS with respect to such Company Benefit Plan, (D) the most recent actuarial report or other financial statement relating to such Company Benefit Plan, (E) the most recent determination or opinion letter, if any, issued by the IRS with respect to any Company Benefit Plan and any pending request for such a determination letter, (F) the most recent non-discrimination testing results relating to such Company Benefit Plan, and (G) all non-routine written correspondence to or from any Governmental Authority relating to such Company Benefit Plan. (b) (i) Each Company Benefit Plan has been operated, funded and administered in all material respects in compliance with its terms and all applicable Laws, including ERISA and the Code; (ii) all contributions required to be made with respect to any Company Benefit Plan have been made or, to the extent not yet due, accrued and reflected in the Company’s financial statements to the extent required by GAAP in accordance with the terms of the Company Benefit Plan and applicable Law; (iii) each Company Benefit Plan which is intended to be qualified within the meaning of Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS as to its qualification or may rely upon an opinion letter for a prototype plan and, to the knowledge of the Company, no fact or event has occurred that would reasonably be expected to adversely affect the qualified status of any such Company Benefit Plan. (c) No Company Benefit Plan is, and none of the Company, its Subsidiaries or any of their ERISA Affiliates has sponsored or contributed to, been required to contribute to, or has any liability (whether actual or contingent) with respect to, (i) a multiemployer pension plan (as defined in Section 3(37) of ERISA), (ii) a defined benefit pension plan that is subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, (iii) a multiple employer plan (within the meaning of Section 413(c) of the Code), or (iv) a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA). None of the Company, its Subsidiaries or any of their ERISA Affiliates has incurred or would reasonably be expected to incur any liability under Title IV of ERISA. (d) With respect to each Company Benefit Plan, no Legal Proceedings (other than routine claims for benefits in the ordinary course) are pending or, to the knowledge of the Company, threatened, and to the knowledge of the Company, no facts or circumstances exist that would reasonably be expected to give rise to any such Legal Proceedings. (e) No Company Benefit Plan provides medical, surgical, hospitalization, death, life insurance, welfare or similar benefits (whether or not insured) for employees, former employees, consultants, managers or directors of the Company or any Subsidiary of the Company (or any dependent or beneficiary thereof) for periods extending beyond their retirement or other termination of service, other than coverage mandated by applicable Law or benefits the full cost of which is borne by the current or former employee, consultant, manager or director (or his or her beneficiary). (f) Except as set forth on Section 4.13(f) of the Company Disclosure Letter, the consummation of the transactions contemplated hereby will not, either alone or in combination with another event (such as termination following the consummation of the transactions contemplated hereby), (i) entitle any current or former employee, officer or other service provider of the Company or any Subsidiary of the Company to any severance pay or any other compensation or benefits, (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation or benefits due any such employee, officer or other service provider, (iii) accelerate the vesting and/or settlement of any Company Award, or (iv) restrict the Company’s or any Subsidiary’s rights to amend or terminate any Company Benefit Plan. (g) The consummation of the transactions contemplated hereby will not, either alone or in combination with another event, result in any “excess parachute payment” under Section 280G of the Code. No Company Benefit Plan provides for, and the Company and its Subsidiaries do not have any obligation to make, a Tax gross-up, make whole or similar payment with respect to any Taxes, including any Taxes imposed under Sections 409A or 4999 of the Code. Each Company Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code has been operated in all material respects in compliance with Section 409A of the Code. No payment or benefit under any Company Benefit Plan has been, is or is reasonably expected to be subject to the penalties imposed under or by operation of Section 409A of the Code. (h) There have been no non-exempt “prohibited transactions” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA and no breaches of fiduciary duty (as determined under ERISA) with respect to any Company Benefit Plan. Each Company Benefit Plan may be amended, terminated or otherwise modified (including cessation of participation) by the Company or any of its Subsidiaries to the greatest extent permitted by applicable Law. Except as required by applicable Law, neither the Company nor any of its Subsidiaries has announced its intention to modify or terminate any Company Benefit Plan or adopt any arrangement or program which, once established, would come within the definition of a Company Benefit Plan. No Company Benefit Plan is, or within the past six (6) years has been, the subject of an application or filing under a government sponsored amnesty, voluntary compliance, or similar program, or been the subject of any self-correction under any such program. Neither the Company nor any Subsidiary of the Company has incurred (whether or not assessed) any material penalty or Tax under Section 4980H, 4980B, 4980D, 6721 or 6722 of the Code. (i) There is no action currently contemplated by the Company or any of its Subsidiaries, and for the past three years, no action has been taken by the Company or any of its Subsidiaries, in respect of any current or former employee or individual independent contractor of the Company or any of its Subsidiaries or such individuals’ compensation or benefits, in each case, in response to COVID-19.

  • Benefit Plan If an employee maintains coverage for benefit plans while on maternity or parental leave, the Employer agrees to pay the Employer's share of these premiums.