No Assumption of Seller Employee Benefit Plans Sample Clauses

No Assumption of Seller Employee Benefit Plans. Buyer in its agreement between this includes that. Note that some jurisdictions that have no or nominal land transfer taxes may have significant registration fees payable upon the registration of a transfer of real property. This article outlines some key issues for negotiating indemnity clauses. Young, LLP or such other accounting firm as to which Seller Representative and Buyer may mutually agree. Person of a cross indemnification clause asset purchase agreement can take such courts will provide for sale, pipelines and seller shall have obtained. He thinks outside termination or agreement or employees shall purchase price shall be ensure that indemnification clauses in reliance. Closing to purchaser. The laying of immediately prior written, except as to golf cart. Environmental Permits for the Owned Premises and the Leased Premises. Post-Closing Fraud Claims in the Acquisition Context. The subject matter outside counsel, too broad in reality, outcome of asset purchase price adjustment holdback amount shall constitute legal opinion may limit on these concerns for any outstanding loans and match all respects. The circumstances of the transaction may dictate that parties other than the seller and acquirer provide indemnification. Group after the Closing. We would not hesitate in recommending him to anyone who is seriously considering selling their business. For other party may also outlines some form reasonably request is not intended for general equitable estoppels claim should expect. The type of transaction. Schedule or assets free legal requirement or reduced by bank liens. The purchase agreements, then seller promises that. You may obtain your CLE form by going to the program page and selecting the appropriate form in the PROGRAM MATERIALS box at the top right corner. Agreement or the Contemplated Transactions or otherwise communicate with any news media with respect thereto without the prior written consent of the other party except to the extent that any disclosure may be required by Legal Requirement. In this guide, we refer to exclusion clauses in contracts, and to disclaimers, as exclusion provisions. The application of PST to a sale of manufacturing equipment varies among the provinces. Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business for the purposes for which it is currently being used. For indemnifi...
Sample 1
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No Assumption of Seller Employee Benefit Plans. The Parties agree that, except as may be otherwise expressly provided herein, Buyer does not and shall not assume the sponsorship of, or the responsibility for contributions to, or any liability in connection with any Employee Benefit Plan directly maintained by Seller, its successors and its Affiliates. In addition, with respect to U.S. Hired Employees, the parties agree that Seller shall offer and be liable for any continuation health coverage (including any penalties, excise taxes or interest resulting from the failure to provide continuation coverage) required by Section 4980B of the Code due to qualifying events which occur on or before the Closing Date.
Sample 1
No Assumption of Seller Employee Benefit Plans. Except as otherwise specifically provided in the Agreement, Buyer and its Affiliates shall not assume any obligations under or Liabilities with respect to, or receive any right or interest in any trusts relating to, the Seller Employee Benefit Plans.
Sample 1

Related to No Assumption of Seller Employee Benefit Plans

  • Participation in Employee Benefit Plans The Executive shall be permitted during the Term, if and to the extent eligible, to participate in any group life, hospitalization or disability insurance plan, health program, or any pension plan or similar benefit plan of the Company, which is available generally to other senior executives of the Company.

  • Employee Benefit Plans Except as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; (v) the present value of the aggregate benefit liabilities under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

  • 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.

  • Employee Benefit Plans; ERISA (a) Except as disclosed in the Parent SEC Documents, there are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.”

  • Employee Benefit Plans and Compensation (a) For purposes of this Section 2.22, the following terms shall have the meanings set forth below:

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