Qualified Employee Benefit Plans Sample Clauses

Qualified Employee Benefit Plans. Except as set forth in Schedule 2.01(y) neither of the Companies nor any other corporation or trade or business under common control with the Company sponsors, maintains or otherwise is a party to or participates in any pension, profit sharing, thrift or other retirement plan, or employee stock ownership plan that has been or is intended to be qualified under Section 401(a) of the Code.
Sample 1
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Qualified Employee Benefit Plans. Neither the Company nor any other corporation or trade or business under common control with the Company ("ERISA Affiliate") as determined under Sections 414(b), (c) or (m) of the Internal Revenue Code of 1986, as amended (the "Code"), sponsors, maintains or otherwise is a party to or participates in any pension, profit sharing, thrift or other retirement plan, or employee stock ownership plan that has been or is intended to be qualified under Section 401(a) of the Code, other than the 401(k) Profit Sharing Plan of the Company (the "Profit Sharing Plan"). The Profit Sharing Plan is sometimes referred to herein as the Qualified Plan. The Qualified Plan is currently covered under a favorable determination letter issued by the Internal Revenue Service finding that the Qualified Plan is a qualified plan under Section 401(k) of the Code. The Qualified Plan has been operated as a qualified cash or deferred arrangement under Section 401(k) of the Code. Sellers shall cause the Company to terminate its participation in the Qualified Plan so that the said termination shall be effective on the Closing Date and Sellers shall cause the Company to prepare and submit appropriate applications for determination to the Internal Revenue Service on or before the Closing Date seeking a favorable determination letter that as of the date of the termination thereof, the Qualified Plan was a qualified cash or deferred arrangement under Section 401(k) of the Code. (s)
Sample 1
Qualified Employee Benefit Plans. At the request of the Purchaser after the date hereof but prior to the Closing Date, the Sellers will (i) cause the Company to take all actions which are necessary and appropriate to terminate the Company's 401(k) and profit sharing plans, effective as of the date selected by the Purchaser or such other date as determined by the Internal Revenue Service (in either case after the Closing Date) and (ii) otherwise cooperate with the Purchaser in connection with the orderly transition of benefit coverages, if necessary or desired by the Purchaser following the Closing Date.
Sample 1
Qualified Employee Benefit Plans. (i) Except as to those plans identified on Schedule 6.18(c) hereto as tax-qualified Company Plans (the "Company Qualified Plans"), no member of the Company Group maintains a Company Plan which meets or was intended to meet the requirements of Section 401(a) of the Code. The IRS has issued favorable determination letters to the effect that each Company Qualified Plan qualifies under Section 401(a) of the Code and that any related trust is exempt from taxation under Section 501(a) of the Code, and such determination letters remain in effect and have not been revoked. The Company Qualified Plans currently comply in form with the requirements under Section 401(a) of the Code, other than changes required by statutes, regulations and rulings for which amendments are not yet required.
Sample 1
Qualified Employee Benefit Plans. Each Company Plan which meets or was intended to meet the requirements of Code Section 401(a) is identified on Schedule 2.16(c) as a tax-qualified Company Plan (collectively, the "Company Qualified Plans"). The Internal Revenue Service has issued favorable determination letters to the effect that each Company Qualified Plan qualifies under Code Section 401(a) and that any related trust is exempt from taxation under Code Section 501(a), and such determination letters remain in effect and have not been revoked. The Company Qualified Plans currently comply in form with the qualification requirements under Code Section 401(a), other than changes required by statutes, regulations and rulings for which amendments are not yet required. No issue concerning the qualification of the Company Qualified Plans is pending before or, to the Knowledge of the Company, is threatened by the Internal Revenue Service. The Company Qualified Plans have been administered in all material respects according to their terms and in all material respects in accordance with the requirements of Code Section 401(a). Any Company Qualified Plan which is required to satisfy Code Section 401(k)(3) and 401(m)(2) has been tested for compliance with, and has satisfied in all material respects the requirements of, Code Section 401(k)(3) and 401(m)(2) for each plan year ending prior to the Closing Date.
Sample 1

Related to Qualified Employee Benefit Plans

  • Stock-Based Employee Benefit Plans Parent and SpinCo shall take all actions as may be necessary to approve the grants of adjusted equity awards by Parent (in respect of Parent Shares) and SpinCo (in respect of SpinCo Shares) in connection with the Distribution in order to satisfy the requirements of Rule 16b-3 under the Exchange Act.

  • Employee Benefit Plans Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (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 then-current aggregate value of the assets of such Pension Plan by more than $150,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

  • Employee Benefits; ERISA (a) Schedule 4.17 contains a true and complete list of each material bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance, change-in-control, or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement or arrangement, and each other material employee benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be contributed to by any Conveyed Entity, any Subsidiary thereof or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with any Conveyed Entity would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA, for the benefit of any employee or former employee of any Conveyed Entity, Subsidiary thereof or any ERISA Affiliate (the "Plans"). Schedule 4.17 identifies each of the Plans that is an "employee welfare benefit plan," or "employee pension benefit plan" as such terms are defined in Sections 3(1) and 3(2) of ERISA (such plans being hereinafter referred to collectively as the "ERISA Plans"). No Conveyed Entity, Subsidiary thereof or any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, to create any additional Plan or modify or change any existing Plan that would affect any employee or former employee of any Conveyed Entity, any Subsidiary thereof or any ERISA Affiliate except to the extent that any such creation, modification or change could not, individually or in the aggregate, reasonably be expected to result in a material liability of a Conveyed Entity or any of its Subsidiaries.

  • Other Employee Benefit Plans During the Employment Period, except as otherwise expressly provided herein, the Executive shall be entitled to participate in all compensation, incentive, employee benefit, welfare and other plans, practices, policies and programs and fringe benefits on a basis no less favorable than that provided to any other executive officer of the Company.

  • 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:

  • Preservation of Employee Benefit Plans 53 10.6 Dividends.......................................................54

  • Employee Benefit Plan Any employee benefit plan within the meaning of Section 3(3) of ERISA maintained or contributed to by REIT or any ERISA Affiliate, other than a Multiemployer Plan.

  • Employees; Employee Benefit Plans (a) Section 4.11(a) of the Hxxxxx United Disclosure Schedule contains a true and complete list of each “employee benefit plan” (within the meaning of ERISA, including multiemployer plans within the meaning of ERISA Section 3(37)), stock purchase, stock option, severance, employment, loan, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transaction contemplated by this Agreement or otherwise) under which any current or former employee, director or independent contractor of Hxxxxx United or any of its Subsidiaries has any present or future right to benefits and under which Hxxxxx United or any of its Subsidiaries has any present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the “Hxxxxx United 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.

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