Other Employee Plans and Benefit Arrangements Sample Clauses

Other Employee Plans and Benefit Arrangements. (a) Buyer shall be liable for, and, where appropriate, shall cause the Company to perform:
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Other Employee Plans and Benefit Arrangements. On or prior to the Closing Date, Buyer shall, or shall cause the Company to, establish a nonqualified deferred compensation plan (“Buyer NQDCP”) that mirrors Limited Brands Supplemental Retirement Plan (the “SRDCP”). Seller shall take any steps necessary to cause each Covered Employee participating in the SRDCP to be fully vested in their account balances thereunder as of the Closing Date. Effective as of the Closing Date, Buyer shall cause the Company to (1) accept the transfer (in the form of cash) from Seller of participant account balances from the SRDCP to the Buyer NQDCP with respect to benefits payable to Covered Employees who are participants in the SRDCP as of the Closing Date, and (2) assume all obligations and liabilities attributable to such account balances. On the Closing Date, Seller shall provide Buyer with a true and correct schedule setting forth the following information regarding each Covered Employee who is a participant in the SRDCP on the Closing Date: the name of the Covered Employee, his/her job title, and the amounts credited to his/her SRDCP account as of the Closing Date.
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Other Employee Plans and Benefit Arrangements. (a) On or prior to the Closing Date, Parent shall, or shall cause the Company to, establish a nonqualified deferred compensation plan that mirrors The Limited Supplemental Retirement and Deferred Compensation Plan (the "SRDCP"). Effective as of the Closing Date, and except as provided in Section 9.05(b) below, Parent shall cause the Company to (1) accept the transfer of participant account balances from the SRDCP to the mirror plan with respect to benefits payable to Covered Employees who are participants in the SRDCP as of the Closing Date, and (2) assume all obligations and liabilities attributable to the period prior to the Closing date in respect of the Covered Employees who were participants in the SRDCP as of the Closing Date. The account of each Covered Employee under the mirror plan shall be 100% vested and shall be paid to him/her by the Company and/or its Subsidiaries following the Covered Employee's termination of employment with the Company and its Subsidiaries pursuant to the terms of the mirror plan. On the Closing Date, The Limited shall provide Parent with a true and correct schedule setting forth the following information regarding each Covered Employee who is a participant in the SRDCP on the Closing Date: the name of the Covered Employee, his/her job title, and the total amount credited to his/her SRDCP account as of the Closing Date.
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Other Employee Plans and Benefit Arrangements. (a) Effective as of the Closing Date, Buyer will assume sponsorship of (i) all Employee Plans and Benefit Arrangements which provide post-retirement life insurance and health benefits, (ii) any and all Employee Plans and Benefit Arrangements required to be maintained under or pursuant to currently existing collective bargaining agreements, (iii) the Anchor Glass Container Corporation Executive/Key Employee Retention Plan, (iv) the Anchor Glass Container Corporation Health Care Flexible Spending Account Plan, (v) the Anchor Glass Container Corporation Dependent Care Flexible Benefits Plan, (vii) the Anchor Glass Container Medical and Dental Cafeteria Plan, (viii) the Anchor Glass Container Health Care Flexible Spending Account Plan for AFGWU Hourly Employees, (ix) the Anchor Glass Container Medical and Dental Cafeteria Plan for AFGWU and GMP Hourly Employees and (x) Seller's short-term and long-term disability plans (but Buyer may, in its sole discretion, limit participation therein to persons who are disabled as of the Closing Date and who remain continuously disabled thereafter). Buyer shall be entitled to receive from Seller, within a reasonable time after the Closing Date, such pertinent data or information as Buyer may reasonably require to determine the benefits of participants and former participants in the Employee Plans and Benefit Arrangements to be assumed by Buyer pursuant to this Section 9.02(a).
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Other Employee Plans and Benefit Arrangements. (a) Purchaser shall assume and be liable for, and, where appropriate, shall cause the Company and its Subsidiaries to perform all obligations in respect of the Transferred Employees under the employee agreements and arrangements described in Section 9.6(a) of the Disclosure Schedule (which by execution of this Agreement, Purchaser or the Company, as applicable, expressly assumes as of the Closing Date). Except to the extent specifically set forth herein and in Section 9.9, it is understood that Purchaser shall not assume and shall not be liable for any obligations, responsibilities or liabilities under the Employee Plans or Benefit Arrangements of Seller.
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Other Employee Plans and Benefit Arrangements. (A) The Shareholder shall retain all obligations and liabilities under its employee benefit arrangements in respect of any employee or prior employee of the Company or its Subsidiaries (including any beneficiary or dependent thereof) who is not an Acquired Employee. In addition, the Shareholder shall retain all obligations and liabilities for continuation coverage under its employee benefits arrangements arising under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any similar federal, state or local law or regulation with respect to any employee, former employee or dependent thereof (including any dependent of an Acquired Employee but not including any Acquired Employee) which relates to any "qualifying event" as defined in Section 4980B of the Code (or any similar occurrence as defined under state or local law) that occurred on or prior to the Closing Date.
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Other Employee Plans and Benefit Arrangements. (a) Upon or as soon as practicable following the Closing, Buyer shall, or shall cause the Company to, establish a nonqualified deferred compensation plan ("New Plan") that preserves the vesting and benefit payment provisions of the Limited Brands, Inc. Supplemental Retirement Plan (As Amended and Restated Effective January 1, 2002) (the "SRP") (other than such provisions as are set forth in Section 7.1 of the SRP, which shall apply only to new deferrals made after January 1, 2003) for the individuals whose names and account balances are listed on Section 9.05(a) of the Disclosure Schedule (the "SRP Participants"). Subject to Section 2.03, effective as of the Closing, Buyer shall cause the Company to (1) accept the transfer of participant account balances from the SRP to the New Plan with respect to the SRP Participants in an aggregate amount not to exceed $6.0 million and (2) assume all obligations and liabilities attributable to the period prior to the Closing in respect of such SRP Participants to the extent the amount of such obligations and liabilities does not exceed the sum of (x) $6.0 million and (y) the amount of the Final Closing Excess DC Amount paid to Buyer or its Affiliates pursuant to Section 2.03. Section 9.05(a) of the Disclosure Schedule shall also set forth the following information regarding each Covered Employee who is a participant in the SRP on the Closing Date: the name of the Covered Employee, his/her job title, and the total amount credited to his/her SRP account as of the Closing.
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Other Employee Plans and Benefit Arrangements. (a) Melville shall retain all obligations and liabilities under the Employee Plans and Benefit Arrangements in respect of any employee or prior employee (including any beneficiary or dependent thereof) who is not a Transferred Employee. In addition, Melville shall retain all obligations and liabilities for continuation coverage under the Employee Plans or Benefits Arrangements arising under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any similar federal, state or local law or regulation with respect to any employee, former employee or dependent thereof (including any dependent of a Transferred Employee but not including any Transferred Employee) which relates to any "qualifying event" as defined in Code Section 4980B that occurred on or prior to the Closing Date.
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Other Employee Plans and Benefit Arrangements. (a) Except with respect to the Special Retention Agreements referenced in Section E.02(c), as of the Closing Date, CE Employees and CE Beneficiaries shall cease to accrue or enjoy benefits under any Employee Plans and Benefit Arrangements and shall commence accrual of benefits and participation in those compensation and employee benefit plans and benefit arrangements maintained by CE (or the Purchaser) pursuant to Section E.03.
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Related to Other Employee Plans and Benefit Arrangements

  • Plans and Benefit Arrangements The Borrower shall, and shall cause each other member of the ERISA Group to, comply with ERISA, the Internal Revenue Code and other applicable Laws applicable to Plans and Benefit Arrangements except where such failure, alone or in conjunction with any other failure, would not result in a Material Adverse Change. Without limiting the generality of the foregoing, the Borrower shall cause all of its Plans and all Plans maintained by any member of the ERISA Group to be funded in accordance with the minimum funding requirements of ERISA and shall make, and cause each member of the ERISA Group to make, in a timely manner, all contributions due to Plans, Benefit Arrangements and Multiemployer Plans.

  • Company Employee Plans (a) Part 3.19(a) of the Disclosure Schedule sets forth a complete and accurate list of each material Company Employee Plan. For purposes of this Agreement, “

  • 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.

  • Company Plans Section 1.10(a),.................... 5 Company..........................................................................

  • Employee Plans Except as provided in Section 4.12, the Assuming Institution shall have no liabilities, obligations or responsibilities under the Failed Bank’s health care, bonus, vacation, pension, profit sharing, deferred compensation, 401K or stock purchase plans or similar plans, if any, unless the Receiver and the Assuming Institution agree otherwise subsequent to the date of this Agreement.

  • Benefit Plans The Executive shall be eligible to participate in any employee benefit plan of the Company, including, but not limited to, equity, pension, thrift, profit sharing, medical coverage, education, or other retirement or welfare benefits that the Company has adopted or may adopt, maintain or contribute to for the benefit of its senior executives, at a level commensurate with his positions, subject to satisfying the applicable eligibility requirements. The Company may at any time or from time to time amend, modify, suspend or terminate any employee benefit plan, program or arrangement for any reason in its sole discretion.

  • Employee Benefit Plans; Employment Agreements Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10, (i) there has been no "prohibited transaction," as such term is defined in Section 406 of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of ERISA, any material employee welfare plans (as defined in Section 3(1) of ERISA), or any material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "COMPANY EMPLOYEE PLANS") which could result in any liability of the Company or any of its Subsidiaries; (ii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury), and the Company and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee 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 nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none of the Company or any of its Subsidiaries is a party to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated hereby.

  • Employee Benefit Arrangements (i) All liabilities under the Employee Benefit Arrangements are (A) funded to at least the minimum level required by Law or, if higher, to the level required by the terms governing the Employee Benefit Arrangements, (B) insured with a reputable insurance company, (C) provided for or recognized in the financial statements most recently delivered to the Administrative Agent pursuant to Section 6.01 hereof or (D) estimated in the formal notes to the financial statements most recently delivered to the Administrative Agent pursuant to Section 6.01 hereof, where such failure to fund, insure, provide for, recognize or estimate the liabilities arising under such arrangements could reasonably be expected to have a Material Adverse Effect.

  • 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.

  • ERISA; Benefit Plans Section 4.26(d) of the Disclosure Statement 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 Seller or any Seller Subsidiary or (2) respecting which the Seller or any Seller 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 "Seller 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 Seller or any Seller Subsidiary (each plan described in this clause (C) and each Seller ERISA Pension Plan being a "Seller ERISA Benefit Plan"), (ii) states the termination date of each Seller 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 Seller has provided Apple with (i) true, complete and correct copies of (A) each Seller 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 Section 4.26(d) of the Disclosure Statement, (i) neither the Seller nor any Seller 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 Seller or a Seller Subsidiary was a member, among its members any Person other than the Seller and the Seller Subsidiaries and (ii) no Person is an ERISA Affiliate of the Seller or any Seller Subsidiary (other than the Seller or any Seller Subsidiary in the case of any other Seller Subsidiary or any Seller Subsidiary in the case of the Seller, if the Seller and the Seller Subsidiaries comprise an ERISA Group).

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