Seller Benefit Plans Sample Clauses
The "Seller Benefit Plans" clause defines the obligations and disclosures related to employee benefit plans maintained by the seller. It typically requires the seller to provide detailed information about all retirement, health, and welfare plans offered to employees, including compliance with applicable laws and the status of plan funding. This clause ensures that the buyer is fully informed about potential liabilities or obligations associated with these benefit plans, thereby allocating risk and preventing future disputes regarding employee benefits after the transaction closes.
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Seller Benefit Plans. (a) Section 2.19(a) to the Disclosure Schedule sets forth a true, complete, and correct list of each Seller Benefit Plan. The Seller Entities have no binding obligation arising from any communication to any employee of the Seller Entities or to any other Person to modify any Seller Benefit Plan or to establish or implement any other material benefit plan, program, or arrangement.
(b) Sellers have delivered to Purchaser a true and complete copy of (i) each Seller Benefit Plan (as well as all employee benefit plans as defined in Section 3(3) of ERISA that were terminated during the preceding six (6) years and were intended at any time to be qualified under Section 401(a) of the Code) and each related trust agreement, annuity contract, other funding instrument, and all other material contract and agreement, including third-party administration agreements and service agreements, maintained in connection with the operation of each Seller Benefit Plan, (ii) the latest IRS determination letter, if any, obtained with respect to any such Seller Benefit Plan intended to be qualified or exempt under Section 401 or 501 of the Code, as applicable, (iii) Forms 5500 and certified financial statements for the most recently completed three (3) fiscal years for each Seller Benefit Plan required to file such form and maintain such financial statements, together with the most recent actuarial report, if any, prepared by the Seller Benefit Plan’s enrolled actuary, (iv) all summary plan descriptions for each Seller Benefit Plan for which a summary plan description is required, if any, and summaries prepared for each other Seller Benefit Plan, if any, distributed to participants and beneficiaries, and (v) any summaries of material modification, if any, concerning each Seller Benefit Plan.
(c) Each Seller Benefit Plan has been maintained, operated, and administered in all material respects in accordance with such Seller Benefit Plan’s respective terms, and in compliance with all applicable Laws, including ERISA and the Code. Except as set forth in Section 2.19(c) to the Disclosure Schedule, all reports, notices, and disclosures required to be filed or furnished pursuant to the requirements of the Code, ERISA, or the terms of the Seller Benefit Plans with respect to each Seller Benefit Plan have been duly and timely filed or furnished except for any failures that are not, either individually or in the aggregate, material. Within the last three (3) years, neither the Seller Entitie...
Seller Benefit Plans. Unless otherwise provided under the terms of the applicable Employee Benefit Plan or the Transition Services Agreement, effective as of 12:01 a.m. on the Applicable Closing Date, each Employee shall cease all active participation in and accrual of benefits under the Employee Benefit Plans that are not Assumed Benefit Plans (such Employee Benefit Plans, along with any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintained, contributed to or required to be contributed to by any of the Sellers, the Transferred Subsidiaries or any of their respective ERISA Affiliates, the “Retained Benefit Plans”). The Assumed Benefit Plans are set forth in Section 6.02 of the Disclosure Schedule). Sellers and their affiliates (other than any of the Transferred Subsidiaries) shall retain or assume all liabilities and obligations under or with respect to the Retained Benefit Plans, whether arising before, on or after the Applicable Closing Date (such liabilities and obligations shall be deemed Retained Liabilities for all purposes under this Agreement notwithstanding any other provision of this Agreement), and neither Purchaser nor any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any employee or former employee working in the Business who (i) as of the Applicable Closing Date is receiving or eligible to receive short-term disability benefits under a Retained Benefit Plan, or (ii) as of the Applicable Closing Date is receiving or is in an eligibility waiting or exclusion period for purposes of receiving long-term disability benefits under a Retained Benefit Plan, shall become eligible or continue to be eligible, as applicable, to receive such benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occur...
Seller Benefit Plans. Except as otherwise provided in this Section 6.6, from and after the Closing, the Transferred Employees shall cease to be active participants in the Seller Group Plans and Foreign Seller Group Plans that are not Conveyed Subsidiary Plans.
Seller Benefit Plans. Schedule 4.15 contains a true and complete list of each Seller Benefit Plan currently sponsored, maintained or contributed to by any of the Sellers in which a Business Employee participates. Any special tax status enjoyed by such plan is noted on such schedule. With respect to each Seller Benefit Plan identified on Schedule 4.15 the Sellers have heretofore delivered or made available to the Purchaser true and complete copies of the plan documents and any amendments thereto (or, in the event the plan is not written, a written description thereof), as is reasonably requested by the Purchaser.
Seller Benefit Plans. Effective as of 12:01 a.m. (U.S. Eastern Time) on the Closing Date (or, for employees on short-term or long-term disability leave as of the Closing, such later date as described above in Section 6.1), each Transferred Employee shall cease all active participation in and accrual of benefits under all Plans (other than the Retention Agreements). For purposes of Sections 6.4 through 6.7 below, references to the Closing or the Closing Date shall mean, with respect to employees on short-term or long-term disability leave as of immediately prior to the Closing, such later date as described above in Section 6.1.
Seller Benefit Plans. From and after the Closing, the Company Employees shall cease to be active participants in the Seller Benefit Plans that are not Company Benefit Plans. Except as otherwise expressly set forth in this Article VI, the Seller Group shall assume or retain, and indemnify and hold harmless Parent and its Affiliates (including the Company) in respect of, all assets and Liabilities related to Seller Benefit Plans that are not Company Benefit Plans.
Seller Benefit Plans. Seller has maintained and funded all of its employee benefit plans (collectively, the “Seller Benefit Plans”) in accordance with their terms and all applicable laws. Neither Seller nor any member of the controlled group maintains or contributes to, or has ever maintained or contributed to, any Defined Benefit Plan or Multiemployer Plan. Nothing contained in any of the Seller Benefit Plans will obligate Buyer to provide any benefits to employees, former employees or beneficiaries of employees or former employees, or to make any contributions to any plans from and after the Closing.
Seller Benefit Plans. From and after the Closing, the Business Employees who are employed by Purchaser or any of its Affiliates shall cease to be active participants in the Seller Benefit Plans that are not Purchased Entity Benefit Plans.
Seller Benefit Plans. Except for obligations specifically assumed by Purchaser hereunder related to the Transferred Benefit Plans, Purchaser shall assume no responsibility with regard to any Seller Benefit Plans. To the extent necessary, Seller may continue to communicate with the Hired Employees regarding their rights and entitlement to any benefits under the Seller Benefit Plans, subject to Purchaser's prior approval, which shall not be unreasonably withheld, and the parties shall cooperate with each other in the administration of all applicable employee benefit plans and programs.
Seller Benefit Plans. (a) Schedule 4.18 contains a list of each employee benefit plan, contract, program, policy or arrangement sponsored, maintained or contributed to by Seller or any of its ERISA Affiliates or with respect to which Seller or any of its ERISA Affiliates may have any Liability and each employment, severance, change in control or similar agreement to which Seller or any ERISA Affiliate is a party (collectively, the “Seller Benefit Plans”). An accurate and complete copy of each Seller Benefit Plan and all Contracts related thereto, or the funding thereof, each as in effect on the date hereof, has been supplied or made available to Purchaser. In the case of any Seller Benefit Plan which is not in written form, Purchaser has been supplied with an accurate description of such Seller Benefit Plan as in effect on the date hereof. A true and correct copy of (i) the most recent annual reports, actuarial reports and accountant’s opinions of the plan’s financial statements, (ii) the most recent summary plan description, (iii) each summary of material modification, (iv) each participant notice under section 204(h) of ERISA and (v) Internal Revenue Service determination letter with respect to each Seller Benefit Plan, to the extent applicable, has been supplied or made available to Purchaser, and there have been no material changes in the financial condition in the respective plans from that stated in the annual reports and actuarial reports supplied.
(b) Except as set forth in Schedule 4.18(b), with respect to each Seller Benefit Plan:
(i) each Seller Benefit Plan complies and has been administered in form and in operation in all material respects in accordance with its terms and with all applicable requirements of Law, and to the Knowledge of Seller no event has occurred which would reasonably be expected to cause any such Seller Benefit Plan to fail to comply with such requirements, and no notice has been issued by any Governmental Authority questioning or challenging such compliance;
(ii) since January 1, 2005, each Seller Benefit Plan which is subject to section 409A of the Code has been administered in good faith compliance with section 409A and applicable guidance issued thereunder;
(iii) each Seller Benefit Plan which is an employee pension benefit plan (within the meaning of section 3(2) of ERISA) is the subject of a favorable determination letter issued by the Internal Revenue Service with respect to the qualified status of such plan under section 401(a) of the Co...