Seller Employee Benefit Plans. Seller has not incurred any liability with respect to Transferred Employees (other than normal claims for benefits) under any provisions of ERISA or other applicable law relating to any Employee Benefit Plan maintained by, contributed to or sponsored by Seller. Each Employee Benefit Plan maintained by, contributed to or sponsored by Seller has, in all material respects, been established, maintained and administered in compliance with its terms and materially complies, both in form and operation, with the applicable provisions of ERISA, the Code and other applicable Laws. Neither any Seller nor any ERISA Affiliate of Seller has ever sponsored, participated in, maintained or contributed to any plan or arrangement subject to Title IV of ERISA or Section 412 of the Code or a Multiemployer Plan, and Seller has never had any liability with respect to any such plan sponsored or maintained by Seller or an ERISA Affiliate. Neither Seller nor any ERISA Affiliate have ever sponsored, contributed to, maintained or participated in a “multiple employer plan” as described in Section 3(40) of ERISA or Section 413(c) of the Code and neither any Seller nor any ERISA Affiliate has any liability associated with such type of Employee Benefit Plan. No Employee Benefit Plan maintained by, contributed to or sponsored by Seller provides benefits, including, without limitation, death or medical benefits (through insurance or otherwise) with respect to Transferred Employees beyond their retirement or other termination of service other than coverage mandated by applicable law, or pursuant to an Employee Benefit Plan whose existence has been disclosed to Buyer. No Employee Benefit Plan maintained by, contributed to or sponsored by Seller which is a group health plan, as described in Section 5000(b)(1) of the Code, is self-insured, other than a plan providing dental coverage. No Employee Benefit Plan liability, contingent or otherwise, shall affect any of the Transfer Agency Assets, including, but not limited to, subjecting such Transfer Agency Assets to attachment, forfeiture, seizure, liquidation or use as collateral.
Seller Employee Benefit Plans. (a) Effective as of the Closing Date, the Transferred Employees shall cease to be credited with service and to accrue any benefits under The Dxxx Corporation Retirement Plan (the “Dxxx Retirement Plan”) and The Dxxx Corporation Savings and Investment Plan (the “Dxxx Defined Contribution Plan”). Each Non-Union Transferred Employee participating in the Dxxx Retirement Plan shall be eligible to receive a distribution of his or her vested accrued benefits under the Dxxx Retirement Plan in accordance with the terms of the Dxxx Retirement Plan. Purchaser shall arrange to have the defined contribution plan or plans sponsored by Purchaser accept direct rollovers from the Dxxx Defined Contribution Plan and the Dxxx Retirement Plan in the form of cash, or in the case of Non-Union Transferred Employees who have an outstanding participant loan under the Dxxx Defined Contribution Plan at the Closing Date, in the form of a promissory note; provided, however, that rollovers of promissory notes shall not take place if either party determines in good faith such rollovers would jeopardize the tax-qualified status of either the Purchaser plan or the Dxxx Defined Contribution Plan or if such rollovers would be so materially inconsistent with the terms of Purchaser’s participant loan program that such promissory notes could not be accepted and held by the Purchaser plan. Purchaser shall not be required to amend its plan in any manner to accept such loan rollovers on any terms different from loans allowable under Purchaser’s plan as of the date of any such rollover. The parties hereto and their respective employee benefits counsel shall work together in good faith to accomplish the direct rollovers of participant loans as contemplated by this Section 10.2(a).
Seller Employee Benefit Plans. Schedule 3.12 includes a list of each employment, severance, bonus, profit sharing, compensation, perquisite, termination, pension, retirement, deferred compensation, welfare or other employee benefit agreement, trust fund or other arrangement, created, entered into, maintained or contributed to by Seller for the benefit or welfare of any current or former director, officer or employee, including any PEO Employee, of Seller (such plans and arrangements being collectively the “Employee Benefit Plans”). To the Knowledge of Seller, each of the Employee Benefit Plans is in material compliance with all applicable Laws, including, where applicable, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Code. To the Knowledge of Seller there are no pending or threatened claims (other than routine claims for benefits or immaterial claims) by, on behalf of or against any of the Employee Benefit Plans or any trusts related thereto.
Seller Employee Benefit Plans. Effective as of the earlier of the last day of the month in which the Closing Date occurs or the day in which Buyer obtains replacement health and welfare coverage for the Transferred Employees (the "TRANSITION DATE"), Seller shall terminate all Plans. Buyer shall have no right, title, interest, obligation, duty or liability with respect to the Plans or any other "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA) that is maintained or contributed to by (or required to be maintained or contributed to by) any person or entity that, together with Seller, is at any time treated as a single employer under Section 414 of the Code (each such employee pension benefit plan, an "ERISA AFFILIATE PLAN"), and Seller shall indemnify and hold Buyer harmless against all claims, suits, damages, losses, costs and expenses arising out of any liabilities, obligations or commitments with respect to the Plans, the ERISA Affiliate Plans and any employee pension benefit plans sponsored at any time by Communicor Corporation.
Seller Employee Benefit Plans. Buyer shall not assume or have any responsibility for any Seller Plans or Commonly Controlled Entity benefit plans or programs. Seller shall give all notices and provide insurance coverage, if any, in connection with this transaction required by the Consolidated Omnibus Budget Reconciliation Act of 1985 and Health Insurance Portability and Accountability Act and any other applicable law prior to Closing or in a timely manner thereafter. Seller shall indemnify Buyer for any loss or claim Buyer may incur in connection with the Seller's obligations in the preceding sentence. This indemnity is exclusive of any other indemnity provided by Seller in this Agreement with respect to the subject matter of this Section 6.5.
Seller Employee Benefit Plans. Purchaser shall have no obligation to continue or to make any contribution or payment with respect to any Employee Benefit Plan. Seller shall indemnify, defend and hold Purchaser harmless against any and all losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and related expenses) arising out of or relating to any Employee Benefit Plan in accordance with Section 12.1 hereof.
Seller Employee Benefit Plans. (a) Section 4.08(a) of the Seller Disclosure Schedule contains a true and complete list, as of the date of this Agreement, of each material Seller Benefit Plan, with identification of each Seller Benefit Plan that is an Assumed Benefit Plan. With respect to each material Seller Benefit Plan, Seller has made available to Purchaser, to the extent applicable, complete and correct copies, as the date hereof, of (i) the most recent summary plan description (including any material modification) for which a summary plan description is required by applicable Law, (ii) any material written communication to or from any Governmental Authority, and (iii) with respect to each Seller Benefit Plan that is an Assumed Benefit Plan, (A) the most recently filed IRS Form 5500, (B) the most recent actuarial report, financial statement and trustee report, and (C) the most recent determination or opinion letter from the IRS.
Seller Employee Benefit Plans. Notwithstanding any other provision of this Agreement, on and after the Closing Date, Seller shall retain the sponsorship of all employee benefit plans maintained by Seller ("SELLER EMPLOYEE BENEFIT PLANS") and all assets of and liabilities attributable to such plans including any obligations, liabilities or commitments with respect to the Transferred Employees arising on or before the Closing Date, including without limitation, under Part 6 of Title I of ERISA and Section 4980B of the Code relating to any qualifying event occurring on or before the Closing Date. Buyer agrees that following the Closing it will evaluate the possibility of accomplishing a plan-to-plan transfer of the accounts of the Transferred Employees in the Minntech Corporation Profit Sharing and Retirement Plan (the "Minntech Plan") from the trustee of the Minntech Plan to the trustee of Buyer's qualified defined contribution plan, and, to the extent such plan-to-plan transfer is deemed by Buyer to be feasible and economically prudent, take all reasonable steps to accommodate such transfer.
Seller Employee Benefit Plans. (a) All "employee benefit plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), of the Sellers relating to employees involved in the conduct of the Business or any trade or business conducting the Business under common control with the Sellers (an "ERISA Affiliate"), within the meaning of Section 414 of the Code and all material bonus, stock option, stock purchase, stock appreciation right, incentive, deferred compensation, supplemental retirement, severance and other similar material fringe or employee benefit plans, programs, policies or arrangements, any material employment, consulting or executive compensation agreements for the benefit of, or relating to, any employee, former employee or retiree of the Business, and written descriptions or any material oral arrangements or agreements with respect to the foregoing, currently maintained or maintained within the last three years by Parent, the Sellers or any ERISA Affiliate or under which Parent, the Sellers or any ERISA Affiliate has any liability in respect or current or former employees involved in the conduct of the Businesses are collectively, for purposes of this Section, referred to as the "Benefit Plans." All Benefit Plans are described on SCHEDULE 3.15.
Seller Employee Benefit Plans. 19 Section 3.16. Labor Relations....................................................................21 Section 3.17. Insurance..........................................................................21
