Personnel and Employee Benefits Matters Sample Clauses

Personnel and Employee Benefits Matters. (a) Section 2.10 of the Seller Disclosure Letter lists each material Employee Benefit Plan (including a written description of any material oral Employee Benefit Plan) and specifically identifies Employee Benefit Plans that are Acquired Benefit Plans. With respect to each Acquired Benefit Plan, the Sellers have previously provided or made available to Apollo a true, complete and correct copy of: (i) such Acquired Benefit Plan, including the plan document and any amendments or other writings constituting a part thereof, and each trust agreement, insurance contract and other funding vehicle related thereto; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedules, if any; (iii) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; (vi) the most recent determination letter from the IRS, if any and (vii) all material communications received from or sent to the IRS, the PBGC, the Department of Labor or any other Governmental Authority. Except as delivered to Apollo in the foregoing documents, neither the Sellers nor any of their Affiliates (including the Subject Companies) have made a commitment to adopt, amend or terminate any Acquired Benefit Plan.
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Personnel and Employee Benefits Matters. (a) No liability under Title IV or Sections 302, 303 or 304 of ERISA or Sections 412, 430 or 431 of the Code has been incurred by the Company or any of its Subsidiaries that has not been satisfied in full, and no condition exists that could present a material risk that the Company or any of its Subsidiaries could reasonably be expected to incur any such liability. No Employee Benefit Plan is subject to Title IV of ERISA, and neither the Company, its Subsidiaries nor any of their respective ERISA Affiliates has, at any time during the last six years, contributed to or been obligated to contribute to any plan that is (i) subject to Title IV or (ii) a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA. No nonexempt “prohibited transactions” as such term is defined in Section 406 of ERISA or Section 4975 of the Code have occurred with respect to any Employee Benefit Plan, and neither the Company or any of its Subsidiaries has any material Tax liability under Section 4975 of the Code. All contributions required to be made to any Employee Benefit Plan by Applicable Law or by any Employee Benefit Plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Employee Benefit Plan, in each case for any period through the date hereof, have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the in the consolidated financial statements of the Company included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014.
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Personnel and Employee Benefits Matters. (a) Section 4.10(a) of the Seller Disclosure Schedule sets forth a list of each material (i) ”employee benefit plan” (within the meaning of Section 3(3) of ERISA), (ii) severance, change in control and employment plan, policy, program or agreement and (iii) vacation, incentive, bonus, stock option, stock purchase, restricted stock plan, and any other stock based plan program or policy sponsored by the Seller, Company or Seller Parent (or Seller Parent’s wholly owned subsidiary, JPMorgan Chase Bank, National Association) in which Affected Employees participate (collectively, the “Benefit Plans”). Except to the extent otherwise set forth in Section 4.10(a) of the Seller Disclosure Schedule, Seller has made available to Purchaser a true and complete copy of each such Benefit Plan document, policy or summary plan description thereof.
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Personnel and Employee Benefits Matters. (a) Section 4.12(a) of the Sellers Disclosure Schedule contains a true and complete list of all Arrangements as of the date of this Agreement. Wxxxx Fargo and the Sellers have delivered to Purchaser true, correct and complete copies of such Arrangements as are necessary for Purchaser to perform its obligations under the provisions of Article VII hereof. Except as otherwise provided in Article VII hereof, following the Closing, Purchaser will not have any Liability under or in respect of the Arrangements.
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Personnel and Employee Benefits Matters. (a) Section 2.10 of the ARC Disclosure Letter lists each material Employee Benefit Plan (including a written description of any material oral Employee Benefit Plan) and specifically identifies any Employee Benefit Plans that are subject to the laws of any jurisdiction other than the Applicable Laws of the United States and those Employee Benefit Plans that ARC will transfer to Newco or any of the Transferred Entities prior to the Closing. With respect to each Employee Benefit Plan, ARC has delivered to AMH a complete and correct copy of: (i) such Employee Benefit Plan, including the plan document and any amendments or other writings constituting a part thereof, and each trust agreement, insurance contract and other funding vehicle related thereto; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedules, if any; (iii) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; (vi) the most recent determination letter from the Internal Revenue Service, if any and (vii) all material communications received from or sent to the IRS, the PBGC, the Department of Labor or any other Governmental Authority. Except as delivered to AMH in the foregoing documents, no Subject Company has made a commitment to adopt, amend or terminate any Employee Benefit Plan.
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Personnel and Employee Benefits Matters. 20 4.12 Taxes................................................................................................21 4.13 Properties...........................................................................................22 4.14
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Personnel and Employee Benefits Matters. (a) Section 4.11(a) of the Seller Disclosure Schedule sets forth a list of each material (i) "employee benefit plan" (within the meaning of Section 3(3) of ERISA), (ii) severance, change in control and employment plan, program or agreement and (iii) vacation, incentive, bonus, stock option, stock purchase, restricted stock or other benefit or compensation plan, program, agreement or policy of or sponsored by Seller Parent, Seller, any of the Subject Companies or FG, in which present or former employees or directors of the Subject Companies or the FG Transferred Business participate (collectively, "Benefit Plans").
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Personnel and Employee Benefits Matters. (a) Section 4.11(a) of the Seller Disclosure Letter sets forth a complete and correct list of all employees of and consultants to any of the Subject Companies (identified separately as employees or consultants, as appropriate, and indicating each employee who is on an approved leave of absence) as of the Business Day before the date hereof. As of the date of this Agreement, no officer of any of the Subject Companies has provided any of the Subject Companies with notice of termination of employment or, to the Knowledge of Seller, intends to terminate employment with any of the Subject Companies. Each employee of the Subject Companies has been properly classified as “exempt” or “non-exempt” for all purposes under Applicable Law (including, but not limited to, the Fair Labor Standards Act).
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Related to Personnel and Employee Benefits Matters

  • Employment and Employee Benefits Matters (a) Parent will cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Control Time and ending on the first anniversary thereof (the “Continuation Period”), to (i) maintain for the individuals employed by the Company at the Control Time (the “Current Employees”) and who remain employees of the Surviving Corporation during the Continuation Period base compensation and target incentive compensation that is no less favorable to each Current Employee than such Current Employee’s base compensation and target incentive compensation immediately prior to the Control Time, and (ii) provide benefits that are of comparable economic value in the aggregate to the benefits provided by the Company as of immediately prior to the Control Time (excluding, for purposes of Section 6.4(a)(i) and (ii) equity and equity-based compensation, retention, stay, or transaction bonuses or similar arrangements); provided, however, that nothing in this Section 6.4 will be construed as an amendment to or prevent the amendment or termination of any particular Company Plan or employee benefit plan of Parent or any of its Subsidiaries, to the extent permissible thereunder, or interfere with the Parent’s or any of its Subsidiaries’ or the Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. Parent will cause the Surviving Corporation and each of its Subsidiaries to honor all obligations and agreements relating to 2010 Bonuses (as defined in Section 4.13(a) of the Company Disclosure Letter) as are, and to the fullest extent, set forth in Section 6.4(a) of the Company Disclosure Letter. During the Continuation Period, Parent will cause the Surviving Corporation to pay or cause to be paid, consistent with the Company’s past practice in similar circumstances, to each Current Employee (i) who is involuntarily terminated or (ii) in the case of any employee covered by an employment, change in control, severance or similar agreement or entitlement providing for benefits upon a voluntary termination for good reason, who terminates employment voluntarily for good reason as therein defined, severance in accordance with past practices, including with respect to bonuses.

  • Employee Benefits Matters promptly, and in any event within 5 days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

  • Vacation and Employee Benefits During his Employment, the Executive shall be eligible for paid vacations in accordance with the Company’s vacation policy, as it may be amended from time to time, with a minimum of 20 vacation days per year. During his Employment, the Executive shall be eligible to participate in the employee benefit plans maintained by the Company, subject in each case to the generally applicable terms and conditions of the plan in question and to the determinations of any person or committee administering such plan.

  • Compensation and Employee Benefits SECTION 13.01.

  • Employment and Employee Benefits (a) Parent shall cause the Surviving Corporation and its subsidiaries to provide employees of the Company and its Subsidiaries (the “Company Employees”) for the period of twelve (12) months immediately following the Closing Date, (i) at least the same level of base salary and hourly wages as in effect on the Closing Date, and (ii) benefits that are substantially comparable, in the aggregate, to the benefits provided by the Company and its Affiliates to Company Employees prior to the Closing Date; provided, however, that no defined benefit pension, post-retirement medical, equity-based, retention, change-in-control or other special or non-recurring compensation or benefits provided prior to the Closing Date shall be taken into account for purposes of this covenant. From and after the Closing Date, Parent or one of its Affiliates shall honor, and shall cause the Surviving Corporation to honor, in accordance with their terms, all employment, retention and severance agreements and all severance, incentive and bonus plans, programs and arrangements as in effect on the Closing Date that are applicable to any current or former employees or directors of the Company, subject to the terms and conditions, including the amendment and termination provisions, thereof. Parent or one of its Affiliates shall recognize the service of the Company Employees with the Company and its Affiliates prior to the Closing Date as service with Parent and its Affiliates in connection with any pension or welfare benefit plans and policies (including vacations, paid time-off, and holiday policies) maintained by Parent or one of its Affiliates (each, a “Parent Plan”) which is made available following the Closing Date by Parent or one of its Affiliates for purposes of any waiting period, vesting, eligibility, benefit entitlement and benefit accrual, provided that service credit shall not be required with respect to benefit accruals under any defined benefit pension plan, or to the extent that service credit would result in a duplication of benefits. Parent shall, or shall cause its Affiliates to, to the extent commercially and administratively practicable, (i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing and at-work conditions, if any, with respect to participation and coverage requirements applicable to Company Employees under any welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Closing Date by Parent or one of its Affiliates, and (ii) provide credit to Company Employees for any co-payments, deductibles and out-of-pocket expenses paid by such employees under the employee benefit plans, programs and arrangements of the Company and its Subsidiaries during the portion of the relevant plan year including the Closing Date.

  • ERISA and Employee Benefits Matters (A) To the knowledge of the Company, no “prohibited transaction” as defined under Section 406 of ERISA or Section 4975 of the Code and not exempt under ERISA Section 408 and the regulations and published interpretations thereunder has occurred with respect to any Employee Benefit Plan. At no time has the Company or any ERISA Affiliate maintained, sponsored, participated in, contributed to or has or had any liability or obligation in respect of any Employee Benefit Plan subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA, or Section 412 of the Code or any “multiemployer plan” as defined in Section 3(37) of ERISA or any multiple employer plan for which the Company or any ERISA Affiliate has incurred or could incur liability under Section 4063 or 4064 of ERISA. No Employee Benefit Plan provides or promises, or at any time provided or promised, retiree health, life insurance, or other retiree welfare benefits except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state law. Each Employee Benefit Plan is and has been operated in material compliance with its terms and all applicable laws, including but not limited to ERISA and the Code and, to the knowledge of the Company, no event has occurred (including a “reportable event” as such term is defined in Section 4043 of ERISA) and no condition exists that would subject the Company or any ERISA Affiliate to any material tax, fine, lien, penalty or liability imposed by ERISA, the Code or other applicable law. Each Employee Benefit Plan intended to be qualified under Code Section 401(a) is so qualified and has a favorable determination or opinion letter from the IRS upon which it can rely, and any such determination or opinion letter remains in effect and has not been revoked; to the knowledge of the Company, nothing has occurred since the date of any such determination or opinion letter that is reasonably likely to adversely affect such qualification; (B) with respect to each Foreign Benefit Plan, such Foreign Benefit Plan (1) if intended to qualify for special tax treatment, meets, in all material respects, the requirements for such treatment, and (2) if required to be funded, is funded to the extent required by applicable law, and with respect to all other Foreign Benefit Plans, adequate reserves therefor have been established on the accounting statements of the applicable Company or subsidiary; (C) the Company does not have any obligations under any collective bargaining agreement with any union and no organization efforts are underway with respect to Company employees. As used in this Agreement, “Code” means the Internal Revenue Code of 1986, as amended; “Employee Benefit Plan” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA, including, without limitation, all stock purchase, stock option, stock-based severance, employment, change-in-control, medical, disability, fringe benefit, bonus, incentive, deferred compensation, employee loan and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, under which (x) any current or former employee, director or independent contractor of the Company or its subsidiaries has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of its respective subsidiaries or (y) the Company or any of its subsidiaries has had or has any present or future obligation or liability; “ERISA” means the Employee Retirement Income Security Act of 1974, as amended; “ERISA Affiliate” means any member of the company’s controlled group as defined in Code Section 414(b), (c), (m) or (o); and “Foreign Benefit Plan” means any Employee Benefit Plan established, maintained or contributed to outside of the United States of America or which covers any employee working or residing outside of the United States.

  • Employees and Employee Benefits (a) All Business Employees and the date of their employment, date of birth, annual salary, total compensation for the 2000 calendar year, Benefit Plan participation and election, job title, job location and the immediate supervisor of each of them as of the date of this Agreement are listed on Schedule 5.08. Schedule 5.08 also identifies each of the Business Employees who is a party to any contract or agreement with any of Sellers or Sellers' Affiliates, and each such employment contract or agreement which is in writing is included in Schedule 3.05B. Purchaser shall have the right, but not the obligation, to offer employment effective as of the Closing Date to any or none of the Business Employees as Purchaser chooses in its sole discretion. If Purchaser offers employment to any of the Business Employees effective as of the Closing Date pursuant to this Agreement, such offer shall be not less than the salary in effect for such Business Employee on the date of this Agreement and with benefits that are not less than those generally available to Purchasers' employees on the date of this Agreement. Sellers and Shareholders shall use commercially reasonable efforts to assist Purchaser in hiring Business Employees designated by Purchaser as Transferred Employees. Sellers and Shareholders shall not offer other employment to any Transferred Employee on or after the Closing Date without the prior written consent of Purchaser. Any severance obligations to Business Employees relating to the transactions contemplated hereby shall be borne solely by Sellers.

  • Employee Benefit Plans and Employee Matters (a) Schedule 2.13(a) of the Disclosure Letter lists, with respect to Parent and any trade or business (whether or not incorporated) which is treated as a single employer with Parent (an “ERISA Affiliate”) within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in which the Company’s employees or consultants participate or which the Company’s employees or consultants benefit from, (ii) each loan to an employee of the Company, (iii) all stock option, restricted stock unit, equity incentive, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, training, tuition assistance, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements in which the Company’s employees or consultants participate or which the Company’s employees or consultants benefit from, (iv) all bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans, programs or arrangements in which the Company’s employees or consultants participate or benefit from, (v) all other fringe or employee benefit plans, programs or arrangements that apply to the Company’s senior management and that do not generally apply to all employees of the Company and (vi) all employment or executive compensation or severance agreements, written or otherwise, as to which unsatisfied obligations of the Company or any of the Subsidiaries of greater than $1,000 remain for the benefit of, or relating to, any present or former employee, consultant or non-employee director of the Company or such Subsidiary (all of the foregoing described in clauses (i) through (vi), collectively, the “Company Employee Plans”). Correct and complete copies of all material documentation relating to the Company Employee Plans have been made available to Acquirer prior to the Agreement Date.

  • Employees and Employee Benefit Plans The Purchaser does not (a) have any paid employees or (b) maintain, sponsor, contribute to or otherwise have any Liability under, any Benefit Plans.

  • Pension and Employee Benefits 4.1.23.1 Purchaser and each of its subsidiaries have complied in all material respects, with the terms of all agreements, health, welfare, supplemental unemployment benefit, bonus, profit sharing, deferred compensation, stock purchase, stock compensation, disability, pension or retirement plans and other employee or director compensation or benefit plans, policies or arrangements which are maintained by or binding upon Purchaser or such subsidiary or in respect of which Purchaser or any of its subsidiaries has any actual or potential liability (collectively, the “Purchaser Plans”) and with all applicable Laws relating thereto.

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