Seller’s Employee Benefit Plans. Each Business Benefit Plan (including, for the avoidance of doubt, each International Benefit Plan) or portion of either thereof, that (i) is sponsored or maintained by a Transferred Entity, (ii) Purchaser or any of its Affiliates has agreed to assume pursuant to this Amended Agreement (including any Transferred Pension Plans) or (iii) Purchaser or any of its Affiliates is required to assume under applicable Law in connection with this Amended Agreement is referred to herein as an “Assumed Benefit Plan.” Section 4.09-1 of the Seller Disclosure Letter contains (1) a list, as of the date of the Original Agreement, of each material Assumed Benefit Plan (other than the Deferred Transfer Employee Benefit Plans), (2) a list, as of the date of the Original Agreement, of each material Business Benefit Plan and (3) a copy of each standard form of employment agreement or consulting agreement outside the United States that applies to any Employee; provided, however, that Seller shall only be required to schedule such Employment Agreements for Employees with an annual salary in excess of $250,000. With respect to each Assumed Benefit Plan required to be set forth on Section 4.09-1 of the Seller Disclosure Letter, Seller has made available to Purchaser complete and correct copies of each such Assumed Benefit Plan and all amendments thereto as of the date of the Original Agreement, (or, with respect to any unwritten plan, a summary of the terms thereof), and, to the extent applicable, (A) any related trust agreement or other funding instrument, (B) the most recent summary plan description for each such Assumed Benefit Plan for which a summary plan description is required by applicable Law, and if a summary plan description is not required, then any written plan description, summary or informational statement relating to such Assumed Benefit Plan that is available to participants of such Assumed Benefit Plan, (C) for the most recent plan year for which such information is available, with respect to each such Assumed Benefit Plan, all audited financial statements, actuarial valuation reports, and material correspondence (including annual filings) with any Governmental Authority, and (D) the most recent determination or opinion letter, if any, issued by the IRS with respect to any such Assumed Benefit Plan intended to be qualified under Section 401(a) of the Code, or with respect to any International Benefit Plan, documentation or information, if any, evidencing qualificat...
Seller’s Employee Benefit Plans. Each Seller shall retain all obligations and liabilities under its respective Employee Plans in respect of each of its Transferred Employee(s) (except as otherwise expressly set forth herein) and each of its employees or former employees (including any beneficiary thereof) who is not a Transferred Employee. Except as expressly set forth herein, each Seller shall retain all liabilities and obligations in respect of claims arising or incurred (whether or not reported) as of the Closing Date in respect of its Transferred Employees and benefits accrued as of the Closing Date by its Transferred Employees under its Employee Plans, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. Except as expressly set forth herein, no assets of any Employee Plan shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates.
Seller’s Employee Benefit Plans. (a) Seller shall retain all obligations and liabilities under the Employee Plans and Benefit Arrangements in respect of each Employee or former Employee (including any beneficiary thereof). No assets of any Employee Plan or Benefit Arrangement shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates. Accrued benefits or account balances of Transferred Employees under the 401(k) Plan shall be fully vested as of the Closing Date. Seller shall cooperate and assist any Transferred Employee who so requests, in making a direct rollover of the Transferred Employee’s vested account balance to Buyer’s 401(k) plan as soon as practicable after the Closing date. Buyer shall cooperate with Seller and any Transferred Employee with respect to such direct rollover, provided that Buyer determines that the direct rollover is permitted under the Code and regulations thereunder. Each of the parties hereto shall pay its own expenses in connection with such direct rollover.
Seller’s Employee Benefit Plans. (a) Seller or its Affiliates shall retain all obligations and liabilities under the Employee Plans in respect of each employee or former employee (including any beneficiary thereof) who
Seller’s Employee Benefit Plans. (a) Seller shall retain all obligations and liabilities under the Employee Plans and Benefit Arrangements in respect of each employee or former employee (including any beneficiary thereof) of the Business, including all of the Transferred Employees. Any benefits accrued as of the Closing Date by Transferred Employees under the Employee Plans and Benefit Arrangements shall be promptly paid by Sellers to the Transferred Employees, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. No assets of any Employee Plan or Benefit Arrangement shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates. With respect to Sellers' 401(k) Plan, Sellers shall amend the 401(k) Plan to provide that Transferred Employees shall be entitled to a pro rata portion, based on the number of days of the current plan year that occur before and including the Closing Date, of any contribution to the 401(k) Plan by Sellers in respect of the current plan year. Accrued benefits or account balances of Transferred Employees under the Employee Plans and Benefit Arrangements shall be fully vested as of the Closing Date.
Seller’s Employee Benefit Plans. (a) Schedule 3.21 lists each Seller Employee Benefit Plan.
Seller’s Employee Benefit Plans. The active participation of the Hired Employees in the Employee Benefit Plans shall cease as of the Closing Date and Purchaser is not adopting or continuing the Employee Benefit Plans. Purchaser shall not be liable for any severance pay, change in control payment, bonus related to a sale of Chatham or the Furniture Business, bonus related to duration of employment, year 2000 compliance or similar compensation due to any employee of either Seller, including any Hired Employees, other than the Divisional Change In Control Agreements assumed by Purchaser in accordance with SECTION 2.1(D) hereof. Except for Assumed Liabilities (as to which Purchaser shall be responsible), Purchaser shall assume no responsibility with regard to any Employee Benefit Plans of either Seller. As of the Closing Date, each Seller shall fully vest all Hired Employees in each Employee Benefit Plan that is an "employee pension benefit plan" within the meaning of ERISA. To the extent necessary, each Seller may continue to communicate with the Hired Employees regarding their rights and entitlement to any benefits under the Employee Benefit Plans, subject to Purchaser's prior approval as to the time of such communication, which consent shall not be unreasonably withheld.
Seller’s Employee Benefit Plans. The Parties agree that, effective as of the Closing, Seller shall continue its exclusive sponsorship of all Employee Benefit Plans of Seller (if any), including, without limitation, any “401(k) Plan”, and Seller and/or Shareholder shall be solely responsible and liable for all obligations, responsibilities, Claims and Losses related to any such Employee Benefit Plan.
Seller’s Employee Benefit Plans. (a) Seller shall retain all obligations and liabilities under the Employee Plans and any other benefit plan or arrangement of Seller or its affiliate in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Employee. Except as expressly set forth herein, Seller or its designated affiliate shall retain all liabilities and obligations in respect of benefits accrued by Transferred Employees under the Employee Plans and any other benefit plan or arrangement of Seller or its affiliate, and neither Buyer nor any of its affiliates shall have any liability with respect thereto. Except as expressly set forth herein, no assets of any Employee Plan shall be transferred to Buyer or any of its affiliates or to any plan of Buyer or any of its affiliates. Seller shall take all actions necessary (including any necessary plan amendments) to cause accrued benefits or account balances of Transferred Employees under the Seller 401(k) Plans to be fully vested as of the Closing Date, and to provide that Transferred Employees shall be entitled to the full benefit of any matching contribution under the Seller 401(k) Plans for the plan year that includes the Closing Date (the "CLOSING PLAN YEAR") attributable to amounts actually deferred prior to the Closing Date by Transferred Employees under the Seller 401(k) Plans during the Closing Plan Year, to the extent consistent with the governing plan documents and the past practice of Seller, excluding:
Seller’s Employee Benefit Plans. (a) Seller shall retain all obligations and liabilities under the Employee Plans in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Employee. Except as expressly set forth herein, Seller shall retain all liabilities and obligations in respect of benefits accrued as of the Closing Date by Transferred Employees under the Employee Plans, and neither Buyer nor any of its Affiliates shall have any liability with respect thereto. Except as expressly set forth herein, no assets of any Employee Plan shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates. Accrued benefits or account balances of Transferred Employees under the Employee Plans shall be fully vested as of the Closing Date.
