Seller’s Benefit Plans. Buyer shall assume no Liability with respect to and Buyer shall not become the sponsor of any employee benefit plan or arrangement of any type whatsoever maintained by or contributed to by Seller or any ERISA Affiliate of Seller. Seller shall be responsible for complying with the requirements of Code Section 4980B and Part 6 of Title 1 of ERISA for Business Employees (whether or not such employees are hired by Buyer) and their “qualified beneficiaries” who experience a “qualifying event” (as such terms are defined in Code Section 4980B) and lose coverage under a Seller Welfare Plan. Seller will cause all applicable employer matching contributions to be made to the accounts of all Business Employees under the Sellers’ Code Section 401(k) plan for that portion of the plan year during which such Business Employee was eligible to receive an employer matching contribution, without regard to any requirement that such employee be employed on any particular date or earn any minimum number of hours of service to receive such contribution. Seller shall cause all Business Employees to become fully vested as of the Closing Date in their accounts under Seller’s Code § 401(k) plan. To the extent permitted by, and in accordance with, the provisions of Seller’s Code Section 401(k) plan, the Code and ERISA, the Seller will provide for distribution under such plan to each Business Employee by reason of the termination of employment of such employee from Seller.
Seller’s Benefit Plans. Section 3.10(b) of the Disclosure Schedule sets forth a list of all bonus, savings or thrift, stock bonus, employee stock ownership, stock option, commission or incentive, rabbi trust, deferred compensation, retirement, hospitalization, medical, vision or dental reimbursement, post-retirement medical, sickness, accident, scholarship, day care, prepaid legal services, severance pay, vacation or holiday pay, disability, death benefit, insurance and other welfare, retiree welfare or similar plans, programs, funds, contracts, employment contracts or arrangements providing compensation or benefits, oral or written, including “employee welfare benefit plans” and “employee pension benefit plans” as defined in Sections 3(1) and 3(2), respectively, of ERISA to which a member of the Seller Group or any ERISA Affiliate is a party or by which any of them is bound or pursuant to which it may be liable (directly, contingent or otherwise) at any time (“Sellers’ Benefit Plans”).
Seller’s Benefit Plans. (a) Except to the extent previously funded or covered through insurance purchased prior to the Closing Date, Buyer shall assume responsibility for all Benefit Plan liabilities and obligations for Transferred Employees on and after the Closing Date and Seller shall not have any liability with respect thereto. Except to the extent that such obligation or liability is associated with a Benefit Plan sponsored or maintained by the Thermal Divisions or a subsidiary included in the Business, or as otherwise expressly set forth herein, Seller shall retain all obligations and liabilities under the Benefit Plans in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Employee.
(b) Notwithstanding the foregoing, from and after the Closing Date for a period of one year after the Closing, Seller shall permit any Transferred Employees who participated in the Seller's Benefit Plans prior to Closing to continue to participate in Seller's Benefit Plans, except that any such Benefit Plans that were sponsored or maintained by the Thermal Divisions or the Subsidiaries before the Closing Date shall continue to be so sponsored and maintained after the Closing Date. Buyer shall reimburse Seller for the reasonable costs and expenses of providing such coverage after the Closing Date.
(c) Notwithstanding Section 10.03(b), (i) Buyer will assume Seller's obligation to contribute to the Steel Parts Corporation Contractual Pension Plan for Hourly Paid Employees on behalf of all employees of Insilco Sub Two who are entitled to participate in such Plan, (ii) Buyer shall have sole responsibility for all liabilities arising from or attributable to any postretirement healthcare and life insurance benefits for both terminated and retired former employees and Transferred Employees of the Thermal Divisions and Subsidiaries included in the Business and (iii) Seller shall take all steps necessary to freeze the accrual of benefits for employees of Insilco Sub Two in the Insilco Corporation Retirement Plan for Salaried Employees as of the Closing Date.
Seller’s Benefit Plans. Purchaser shall assume no responsibility ---------------------- with regard to any Company Benefit Plans of Seller. To the extent necessary, Seller may continue to communicate with the Hired Employees regarding their rights and entitlement to any benefits under the Company 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. In the event that the Seller's Code Section 401(k) plan terminates, Seller shall file such plan with the Internal Revenue Service for a determination that the plan is qualified upon termination prior to distributing any assets held under the Seller's Code Section 401(k) plan. Purchaser agrees to use its best efforts to enable Hired Employees with outstanding loan balances under the Seller's Code Section 401(k) plan to continue loan repayments or to permit rollovers of such outstanding loan balances to the Purchaser's Code Section 401(k) plan.
Seller’s Benefit Plans. (a) All Employee Benefit Plans providing benefits or coverages to any Employee or Former Employee (“Seller’s Benefit Plans”) are listed in Section 4.15(a) of the Seller’s Disclosure Schedule. Except as otherwise indicated in Section 4.15(a) of the Seller’s Disclosure Schedule, (i) none of Seller’s Benefit Plans (other than the Company Benefit Plans) are established or maintained by the Company or any Subsidiary, (ii) the Company, the Subsidiaries and the Employees participate in such Seller Employee Benefit Plans (other than the Company Benefit Plans) due to the Company’s status as a wholly-owned subsidiary of Seller, (iii) except to the extent specified in the TSA, or with respect to Retained Company Plans, the Employees’ active participation in such Seller’s Benefit Plans will cease as of the day before the Closing Date, and (iv) none of Seller’s Benefit Plans (except for Retained Company Plans) will obligate Buyer to assume or perform any obligation thereunder as a result of the transactions contemplated by this Agreement.
(b) Seller has delivered or made available to Buyer, prior to the execution of this Agreement, copies (or with respect to unwritten plans, written descriptions) of all of Seller’s Benefit Plans and Company Benefit Plans. Seller’s Benefit Plans and Company Benefit Plans have been maintained and operated in accordance with all federal, state, foreign and local Laws applicable to such plans and the terms and conditions of the respective plan documents, except where such non-compliance would not have a Material Adverse Effect. The Internal Revenue Service or other foreign taxing or regulatory authority has issued a favorable determination letter or its equivalent under applicable foreign Law with respect to each Seller’s Benefit Plan and each Company Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code, or to receive favorable tax treatment or otherwise satisfy the requirements of any applicable foreign Law, and, to Seller’s Knowledge, no facts or other circumstances exist that would result in the loss of such qualification or favorable tax treatment. No Seller’s Employee Benefit Plan or Company Benefit Plan is a “multiemployer plan” within the meaning of Section 3(37) of ERISA or similar foreign Law. No Seller’s Benefit Plan or Company Benefit Plan has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA or simil...
Seller’s Benefit Plans. Effective as of the Closing Date, the Continuing Non-Unionized Employees and Unionized Employees (who accept offers pursuant to Section 6.7(d)(i)) shall cease to accrue further benefits and shall cease to be active participants under the Sellers Benefit Plans. Buyer shall not assume any of the Sellers Benefit Plans. From and after the Closing Date, Sellers and their ERISA Affiliates shall retain and shall be solely responsible for all obligations and liabilities under the Sellers Benefit Plans, and neither Buyer nor its Affiliates (including the Acquired Companies) shall have any obligation, liability or responsibility from and after the Closing Date to or under the Sellers Benefit Plans, whether such obligation, liability or responsibility arose before, on or after the Closing Date.
Seller’s Benefit Plans. 40 SECTION 10.04. BUYER BENEFIT PLANS...........................................40 SECTION 10.05. W-2 REPORTING.................................................41 SECTION 10.06. NO THIRD PARTY BENEFICIARIES..................................41
Seller’s Benefit Plans. Purchaser shall assume no responsibility ----------------------- with regard to any benefit plans of Seller.
Seller’s Benefit Plans. Purchaser will assume no responsibility with regard to any Seller Plans. Seller shall cause the Hired Employees to be fully vested in their account balances and accrued benefits as of the Closing Date under each Seller Plan that is a defined benefit or contribution plan and such account balances and accrued benefits shall be available for distribution to Hired Employees in accordance with the terms and provisions of such plans. Seller shall retain any and all liability under the Seller Plans, including but not limited to all liability for all claims incurred by the Hired Employees or any of their covered dependents prior to the day following the Closing Date under the Seller Plans that provide medical, disability, life insurance, and workers’ compensation benefits. For the purposes of this Section 8.2 a claim is deemed incurred when the services that are the subject of the claim performed; in the case of life insurance, when death occurs; in the case of disability benefits, when the disability occurs; in the case of a hospital stay, when the employee or covered dependent first enters the hospital; and in the case of workers’ compensation, when the injury occurs. To the extent necessary, Seller may continue to communicate with the Hired Employees regarding their rights and entitlement to any benefits under the Plans, subject to Purchaser’s prior approval, which shall not be unreasonably withheld.
Seller’s Benefit Plans. Except for the 401(k) Plan of the Seller, none of the Seller’s Benefit Plans is (and neither the Seller nor any ERISA Affiliate has at any time maintained): (a) a “Multiple Employer Plan” within the meaning of Code Section 413(c), (b) a pension plan subject to Title IV of ERISA or the minimum funding requirements of Code Section 412, or (c) a “Multiemployer Plan” within the meaning of ERISA Section 3(37). With respect to each of the Seller’s Benefit Plans that is a “welfare benefit plan” (as defined in ERISA Section 3(1)), no such plan provides medical or death benefits with respect to current or former employees of the Branches (or their dependents) beyond their termination of employment (other than to the extent required by applicable Legal Requirements, including Code Section 4980B). None of the Seller’s Benefit Plans obligates the Seller or any of its ERISA Affiliates to pay retention, separation, severance, termination or similar benefits as a result of any transaction contemplated hereby and will not accelerate the time of paying or vesting, or increase the amount of compensation, due to any individual.
