Other Employee Benefit Matters. Except as set forth in the confidential memorandum described in SECTION 2.13(A) or on SCHEDULE 2.13(C), none of the Employee Benefit Plans or employment contracts of EOIR provides any benefits that become payable solely as a result of the execution of this Agreement or the completion of the transactions contemplated by this Agreement.
Other Employee Benefit Matters. (a) Seller shall take all appropriate action to terminate Seller’s 401k and Employee Stock Ownership Plans (“Seller’s Qualified Plans”) as of immediately prior to the Closing Date, including any final audit and final tax return; provided, however, that Buyex xxxees that nothing in this Section will require Seller to cause the final dissolution and liquidation of Seller’s Qualified Plans prior to the Closing Date. Buyer and Seller shall take such actions prior to the Closing Date as may be reasonably necessary to enable the employees of Seller after the Closing Date to transfer the amount credited to their accounts under the Seller’s Qualified Plans through rollover contributions into either a qualified defined contribution plan of Buyer or a separate third party individual retirement account, or to take cash distributions from the Seller’s Qualified Plans.
Other Employee Benefit Matters. (a) Buyer and Seller shall take such actions prior to the Closing Date as may be reasonably necessary to enable Former Seller Employees to transfer the amount credited to their accounts under Seller’s 401(k) plan through a rollover contribution into either a qualified defined contribution plan of Buyer or a separate third party individual retirement account, or to take a cash distribution from Seller’s 401(k) plan. Buyer shall also take such actions as may be reasonably necessary to ensure that where Former Seller Employees are entering mid-year into Employee Welfare Benefit Plans of Buyer, Former Seller Employees are credited with deductibles, co-insurance payments and out-of-pocket expenses incurred during the current plan year under any similar Employee Welfare Benefit Plans of Seller. Notwithstanding anything in this Agreement to the contrary, Former Seller Employees will not experience any gap in insurance coverage. For purposes of any vesting determinations in connection with a qualified defined contribution plan of Buyer, service with Seller prior to the Closing Date shall be counted. For purposes of eligibility to participate in any matching contribution under a qualified defined contribution plan of Buyer, Seller’s employees shall be eligible on terms and conditions consistent with those then currently provided by Buyer to its other similarly-situated employees based on their employment date with Seller.
Other Employee Benefit Matters. Buyer and Seller shall take such actions prior to the Closing Date as may be reasonably necessary to enable the employees of Seller after the Closing Date to transfer the amount credited to their accounts under the Seller’s profit sharing plan through a rollover contribution into either a qualified defined contribution plan of Buyer or a separate third party individual retirement account, or to take a cash distribution from the Seller’s profit sharing plan. For purposes of any vesting determinations in connection with Buyer’s 401(k) Plan, service with Seller prior to the Closing Date shall be counted. For purposes of eligibility to participate in any matching contribution under Buyer’s 401(k) Plan, Seller’s employees shall be eligible on terms and conditions consistent with those then currently provided by Buyer to its other similarly-situated employees based on their employment date with Buyer.
Other Employee Benefit Matters. Except as specified in Section ------------------------------ ------- 2.12(b) of the Disclosure Schedule, none of the Employee Benefit Plans or -------- employment contracts with either Company provide any benefits that become payable solely as a result of the completion of this transaction. None of the persons performing services for either Company have been improperly classified as independent contractors, leased employees, or as being exempt from the payment of wages for overtime.
Other Employee Benefit Matters. No other Transferred Employee liability or Transferor Benefit Plan liability or related liability, including, without limitation, any liability for accrued vacation time, any liability under COBRA (except to the extent required by law), ERISA, or the Code, is being assumed by Operating, or a parent or affiliate of Operating.
Other Employee Benefit Matters. Seller shall take all appropriate action to terminate Seller’s tax qualified retirement plans (“Seller’s Qualified Plans”) immediately prior to the Closing Date, and will prepare any final audit and final tax return and any other regulatory filings; provided, however, that Xxxxx agrees that nothing in this Section will require Seller to cause the final dissolution and liquidation of Seller’s Qualified Plans prior to the Closing Date. Seller shall take such actions as may be reasonably necessary to enable a timely and efficient liquidation of Seller’s Qualified Plans and to amend the Seller’s Qualified Plans prior to termination to comply with all legal requirements. Nothing in this Agreement will be construed to prevent Seller from commencing the termination process of its Seller’s Qualified Plans and such Seller’s Qualified Plans may be terminated on or before the Closing Date or after the Closing Date, in the sole discretion of Seller. With respect to Former Seller Employees eligible to make rollover contributions into a Buyer’s Employee Benefit Plan, Buyer will permit such rollovers on the usual terms and conditions applicable under the Buyer’s Employee Benefit Plan, and Seller will take such actions as Buyer may reasonably request to facilitate such rollovers.
Other Employee Benefit Matters
