Plans, Benefits and Policies Sample Clauses

Plans, Benefits and Policies. (a) Except as otherwise provided herein, Buyer and its Subsidiaries will, as of the Closing Date, adopt and provide for Transferee Employees whose employment is based in the United States employment and benefit plans and programs (including, to the extent applicable, profit sharing and retirement plans, medical and severance benefits) on terms and conditions consistent with Buyer's employment and benefit plans and programs maintained for similarly situated employees of Buyer. (b) Buyer and its Subsidiaries will credit Transferee Employees with service with Sellers (and predecessors of Sellers) for purposes of (i) vesting for and eligibility to participate in any Pension Plan, but not for purposes of benefit accruals; (ii) any waiting periods, eligibility or pre- existing condition limitations for any Welfare Plan; and (iii) eligibility and benefit computation for vacation and severance pay plans; provided, -------- however, that with respect to vacation plans for the remainder of calendar ------- year 2000 only, Buyer shall maintain vacation plans equivalent to, and in lieu of, Sellers' vacation plans covering the Transferee Employees immediately prior to the Closing Date (offset by vacation time used under Sellers' vacation plans as of the Closing Date). Buyer shall credit Transferee Employees with any amounts paid prior to the Closing Date under any Welfare Plan that is a health plan toward the satisfaction of deductible amounts and copayment minimums under the Buyer's corresponding welfare benefit plans. (c) Sellers shall take all necessary actions to vest all Transferee Employees in their benefits under any Pension Plan maintained by a Seller (other than the Transferred Subsidiaries) as of the Closing Date. Sellers have not made contributions to their Pension Plans with respect to the years 1999 and 2000. (d) Sellers shall not take any action that will cause Buyer to be or become a successor corporation with respect to any Pension Plan maintained by a Seller as of the Closing Date. (e) Sellers shall take all necessary actions to cause a distributable event under Section 401(k)(10) of the Tax Code with respect to Employees of the Business who participate in a Pension Plan of the Sellers that permits contributions under Section 401(k) of the Tax Code. (f) Except as otherwise provided herein, as of the Closing Date all Transferee Employees whose employment is based in the United States shall cease participation in Benefit Plans of Sellers. (g) Sellers and...
Sample 1See All (5)
AutoNDA by SimpleDocs
Plans, Benefits and Policies. (a) Buyer and its Subsidiaries will, as of the Closing Date, adopt and provide a group health plan for Transferee Employees. (b) Buyer and its Subsidiaries will credit Transferee Employees with service with Seller (and predecessors of Seller) for purposes of (i) vesting for and eligibility to participate in any Pension Plan of Buyer, but not for purposes of benefit accruals; (ii) any waiting periods, eligibility or pre-existing condition limitations for any Welfare Plan of Buyer; and (iii) eligibility and benefit computation for vacation and severance pay plans of Buyer; provided, however, that the foregoing shall not require Buyer to offer any of such plans to Transferee Employees, except as provided in paragraph (a) above. (c) Except as otherwise provided herein, as of the Closing Date, all Transferee Employees shall cease participation in Benefit Plans of Seller. Except as set forth in Section 2.3, Seller shall retain all liabilities related to its Benefit Plans.
Sample 1
Plans, Benefits and Policies. Seller acknowledges that Buyer has no obligation to hire any individual Shareholder’s Employee that desires to be hired by Buyer and Seller shall retain all liabilities related to its Plans. The terms and provisions of this Section 6.5 are intended solely for the benefit of each party to this Agreement and their respective successors or permitted assigns, and it is not the intention of the parties to confer third party beneficiary rights, and this Section 6.5 does not confer any such rights, upon any Buyer-Hired Employees.
Sample 1
Plans, Benefits and Policies. The Company shall adopt and provide for the Continuing Employees on or after the Closing Date such employee plans and other conditions of employment as the Company determines in its sole discretion, but shall not adopt or assume any of the obligations or liabilities with respect to any Employee Benefit Plans of the Company or any Plan Affiliate, except to the extent that such Employee Benefit Plan is listed on Schedule 4.19 and the Company otherwise agrees to assume the liabilities associated therewith.
Sample 1
Plans, Benefits and Policies. Buyer and/or the Employer shall adopt and provide for the Current Employees and other individuals it may hire such employee benefit plans, if any, as it determines in its sole discretion, and shall not be obligated to adopt or assume, in whole or in part, any of QuickHire's employee benefit plans or any obligations under any existing employment agreements or arrangements between QuickHire and any Current Employee. Notwithstanding the foregoing sentence, the Current Employees shall receive credit for the period such Current Employees were employed by QuickHire for purposes of the Buyer or the Employer employment policies and programs set forth on Schedule 8.2.
Sample 1
Plans, Benefits and Policies. Seller acknowledges that it shall retain all liabilities related to its Plans.
Sample 1
Plans, Benefits and Policies. (a) Buyer will, as of the Closing Date, adopt and provide, or otherwise make available, a group health plan for Transferee Employees. (b) To the extent that Buyer provides any Transferee Employee benefits under any Benefit Plan, Buyer will credit such Transferee Employee with service with Seller (and predecessors of Seller) for purposes of (i) vesting for and eligibility to participate in any Pension Plan of Buyer, but not for purposes of benefit accruals; (ii) any waiting periods, eligibility or pre-existing condition limitations for any Welfare Plan of Buyer; and (iii) eligibility and benefit computation for vacation and severance pay plans of Buyer; provided, however, that the foregoing shall not require Buyer to offer any of such plans to any Transferee Employees, except as provided in Section 6.3(a) above. Such requirements identified in clause (i) and (ii) above shall only apply to plans qualified under Section 401(a) of the Tax Code. (c) Seller shall retain and be solely responsible for all liabilities related to its Benefit Plans, whether incurred before, on or after the Closing. Seller shall assume or retain, as the case may be, and be solely responsible for all liabilities arising under, resulting from or relating to Seller's employment or termination of any of its former employees (other than Transferee Employees). Except as otherwise provided herein, as of the Closing, all Transferee Employees shall cease participation in Benefit Plans of Seller.
Sample 1
AutoNDA by SimpleDocs
Plans, Benefits and Policies. (a) Effective as of the Closing Date, Buyer shall treat prior service with Seller as service with Buyer for purposes of determining matching contribution benefits, if any, vesting and eligibility to participate in any "employee pension plan" (as defined by Section 3(2) of ERISA), but not for purposes of benefit accruals; and eligibility and benefit computation for vacation and severance pay plans; provided, however, -------- ------- that the foregoing shall not require Buyer to offer any such plans to Transferred Employees. In addition, Buyer shall honor any vacation that the Transferred Employees have accrued with Seller and/or the Subsidiaries; provided, however, that the Transferred Employees shall -------- ------- not be entitled to receive any payment in lieu of such accrued vacation. (b) As of the Closing Date, all Transferred Employees shall cease participation in the Plans of Seller. Seller shall retain all liabilities related to its Plans.
Sample 1
Plans, Benefits and Policies. Seller acknowledges that Buyer has no obligation to hire any of Seller's employees and Seller shall retain all liabilities related to its Plans.
Sample 1

Related to Plans, Benefits and Policies

  • Benefits and Insurance The Executive shall, in accordance with Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any benefit plan or arrangement that may be in effect from time to time and made available to similarly situated Company executives (including, but not limited to, being named as an officer for purposes of the Company’s Directors & Officers insurance policy). The Company reserves the right in its sole discretion to modify, add or eliminate benefits at any time. All benefits shall be subject to the terms and conditions of the applicable plan documents, which may be amended or terminated at any time. The Executive shall be entitled to vacation each year, in addition to sick leave and observed holidays in accordance with the policies and practices of the Company. Vacation may be taken at such times and intervals as the Executive shall determine, subject to the business needs of the Company.

  • Benefits and Vacation The Executive shall be eligible to participate in such insurance programs (health, disability or life) or such other health, dental, retirement or similar employee benefits programs as the Board may approve, on a basis comparable to that available to other officers and executive employees of the Company. The Executive shall be entitled to a minimum of three (3) weeks of paid vacation per year. Vacation time may be accumulated for up to one year beyond the year for which it is accrued and may be used any time during such year. Any vacation time not used during such additional year shall be forfeited. The value of any accrued but unused and unforfeited vacation time shall be paid in cash to the Executive upon termination of Executive's employment for any reason.

  • Coordination of Benefits and Subrogation IPA and HMO shall establish and implement a system for coordination of benefits and subrogation, in accordance with those rules established under the HMO's policies and procedures and applicable federal and state laws. If known to IPA, IPA shall identify and inform HMO of Members for whom coordination of benefits and subrogation opportunities exist. HMO hereby authorizes IPA to seek payment, on a fee-for service basis or otherwise, from any insurance carrier, organization, or government agency which is primarily responsible for the payment or provision of medical services provided by IPA under this Agreement which can be recovered by reason of coordination of benefits, motor vehicle injury, worker's compensation, temporary disability, occupational disease, or similar exclusionary or limiting provisions, to the extent authorized by the applicable and not otherwise prohibited by law.

  • Benefits Plans During the Employment Period, You will be eligible to participate in all benefit plans in effect for executives and employees of the Company, subject to the terms and conditions of such plans.

  • Employee Benefits and Contracts (a) For a period of one year following the Effective Time, except as contemplated by this Agreement, any Buyer Entity shall provide generally to employees who are actively employed by a Seller Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer Entities to their similarly situated employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off program, the service of the Covered Employees with a Seller Entity prior to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior to the Closing Date, the Seller Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of no later than the day before the Closing Date, any Seller Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Internal Revenue Code Section 401(k) (a “401(k) Plan”). Seller shall provide Buyer with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plans in advance and give Buyer a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the Closing Date, the Seller Entities shall cooperate in good faith with Buyer prior to the Closing Date to amend, freeze, terminate or modify any other Seller Benefit Plan to the extent and in the manner determined by Buyer effective upon the Closing Date (or at such different time mutually agreed to by the Parties) and consistent with applicable Law. Seller shall provide Buyer with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(c), as applicable, and give Seller a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the actions contemplated herein have been effectuated. (d) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), including any current or former employee, officer, director or consultant of Seller or any of its Subsidiaries or Affiliates, any rights, remedies, obligations, or liabilities under or by reason of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Seller Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, agreement or arrangement maintained or sponsored by Buyer, Seller or any of their respective Affiliates; (ii) alter or limit the ability of the Surviving Corporation, Buyer or any of their Subsidiaries or Affiliates to amend, modify or terminate any Seller Benefit Plan, employment agreement or any other benefit or employment plan, program, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee, officer, director or consultant of Seller or any of its Subsidiaries or Affiliates, any right to employment or continued employment or continued service with Buyer or any Buyer Subsidiaries, the Surviving Corporation or the Seller Entities, or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Seller, Buyer or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Seller or any of its Subsidiaries or Affiliates at any time for any reason whatsoever, with or without cause. (e) On the Closing Date, Seller shall provide Buyer with a list of employees who have suffered an “employment loss” (as defined in the WARN Act) in the 90 days preceding the Closing Date or had a reduction in hours of a least 50% in the 180 days preceding the Closing Date, each identified by date of employment loss or reduction in hours, employing entity and facility location.

  • Benefits and Perquisites During the Term, Executive shall be entitled to participate in the benefit plans and programs commensurate with Executive’s position, that are provided by the Company from time to time for its senior executives generally, subject to the terms and conditions of such plans which may be amended, modified, or terminated by the Company.

  • Fringe Benefits and Perquisites During the Employment Term, the Executive shall be entitled to fringe benefits and perquisites consistent with those provided to similarly situated executives of the Company.

  • Notices Regarding Plans and Benefit Arrangements (A) Promptly upon becoming aware of the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of: (1) any Prohibited Transaction that could subject the Company or any member of the Controlled Group to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, Benefit Arrangement or any trust created thereunder that in either case would reasonably be expected to result in a liability in excess of $5,000,000; (2) any assertion of material withdrawal liability with respect to any Multiemployer Plan or Multiple Employer Plan; (3) any partial or complete withdrawal from a Multiemployer Plan, by the Company or any member of the Controlled Group under Title IV of ERISA (or assertion thereof), which such withdrawal is likely to result in a material liability; (4) any withdrawal by the Company or any member of the Controlled Group from a Multiple Employer Plan; (5) any failure by the Company or any member of the Controlled Group to make a payment to a Plan required to avoid imposition of a lien under Section 303(k) of ERISA; or (6) any change in the actuarial assumptions or funding methods used for any Plan, where the effect of such change is to materially increase the unfunded benefit liability or to materially reduce the liability to make periodic contributions. (B) Promptly after receipt thereof, copies of (a) all notices received by the Company or any member of the Controlled Group of the PBGC’s intent to terminate any Plan administered or maintained by the Company or any member of the Controlled Group, or to have a trustee appointed to administer any such Plan; and (b) at the request of the Administrative Agent or any Lender each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Plan administered or maintained by the Company or any member of the Controlled Group, and schedules showing the amounts contributed to each such Plan by or on behalf of the Company or any member of the Controlled Group in which any of their personnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by the Company or any member of the Controlled Group with the Internal Revenue Service with respect to each such Plan. (C) Promptly upon the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the IRS in connection with the termination of any Plan.

  • Plans and Benefit Arrangements Except to the extent a violation of the following would not reasonably be expected to have a Material Adverse Effect: (i) With respect to all Benefit Arrangements, Plans and Multiemployer Plans, the Borrower and each member of the Controlled Group is in compliance with all applicable provisions of ERISA and any other Applicable Laws. There has not been any non-exempt Prohibited Transaction or Reportable Event with respect to any Benefit Arrangement or any Plan or, to the best knowledge of the Borrower, with respect to any Multiemployer Plan or Multiple Employer Plan. The Borrower and all members of the Controlled Group have made any and all payments required to be made under any agreement relating to a Multiemployer Plan or a Multiple Employer Plan or any Applicable Law pertaining thereto. With respect to each Plan and Multiemployer Plan, the Borrower and each member of the Controlled Group (i) have fulfilled their obligations under the minimum funding standards of ERISA, (ii) have not incurred any liability to the PBGC and (iii) have not had asserted against them any penalty for failure to fulfill the minimum funding requirements of ERISA. (ii) With respect to any Plan, no determination has been made that such Plan is in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code). (iii) To the best of the Borrower’s knowledge, each Multiemployer Plan and Multiple Employer Plan is able to pay benefits thereunder when due. (iv) Neither the Borrower nor any member of the Controlled Group has instituted proceedings to terminate any Plan in other than a “standard termination” (as defined in ERISA Section 4041(b)). Neither the Borrower nor any member of the Controlled Group has incurred any liability under Title IV of ERISA with respect to the termination of any Plan. (v) No event requiring notice to the PBGC under Section 303(k)(4)(A) of ERISA has occurred or is reasonably expected to occur with respect to any Plan. (vi) Neither the Borrower nor any member of the Controlled Group has been notified by any Multiemployer Plan or Multiple Employer Plan that such Multiemployer Plan or Multiple Employer Plan has been reorganized or terminated within the meaning of Title IV of ERISA or is in “endangered” or “critical” status, within the meaning of Section 432 of the Code or Section 305 of ERISA, and, to the best knowledge of the Borrower, no Multiemployer Plan or Multiple Employer Plan is or shall be reasonably expected to be reorganized or terminated, within the meaning of Title IV of ERISA. (vii) To the extent that any Benefit Arrangement is insured, the Borrower and all members of the Controlled Group have paid when due all premiums required to be paid. To the extent that any Benefit Arrangement is funded other than with insurance, the Borrower and all members of the Controlled Group have made all contributions required to be paid for all prior periods. (viii) Neither the Borrower nor any member of the Controlled Group has withdrawn from a Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, nor has a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA occurred.

  • Other Benefits and Perquisites The Executive shall be entitled to participate in the benefit plans provided by the Company for all employees, generally, and for the Company’s executive employees. The Company shall be entitled to change or terminate these plans in its sole discretion at any time.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!