Spinco Participation in Parent Benefit Plans Sample Clauses

Spinco Participation in Parent Benefit Plans. Effective as of the Effective Time, (a) Spinco and each other Spinco Entity shall cease to be a Participating Company in any Parent Benefit Plan, other than any Spinco Benefit Plan, (b) the Spinco Employees shall cease to accrue further benefits and shall cease to be active participants in the Parent Benefit Plans (other than any Spinco Benefit Plan), and (c) the Parties shall take all necessary action before the Effective Time to effectuate the foregoing. Except as otherwise expressly provided in this Agreement or any other Transaction Agreement, Parent shall indemnify and hold Spinco, each Spinco Entity and the Company harmless for any Liability under any Parent Benefit Plan (other than any Spinco Benefit Plan) arising with respect to service (and the termination of service) prior to the Business Transfer Time of Spinco Employees and of individuals described in Section 2.3(a)(iii) of this Agreement; provided, however, that such indemnification obligation shall not apply to the extent (and only to the extent) that any such Liability results from action taken by any Spinco Entity or the Company after the Business Transfer Time. For the avoidance of doubt, the indemnification obligation set forth in the immediately preceding sentence shall not apply with respect to Liabilities for compensation or benefits (including any obligations under a CBA) that accrue, are paid or are provided on or after the Business Transfer Time even if the levels of, or eligibility for, compensation or benefits are based on service provided prior to the Business Transfer Time.
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Spinco Participation in Parent Benefit Plans. Except as expressly provided in this Agreement, effective as of the Effective Time (or, in the case of Parent U.S. Health and Welfare Plans and Parent 401(k) Plans, January 1, 2016), SpinCo and each other SpinCo Entity shall cease to be a Participating Company in any Parent Benefit Plan and each SpinCo Employee and each Former SpinCo Employee shall cease to be an individual participant in any Parent Benefit Plan, and Parent and SpinCo shall take all necessary action to effectuate such cessation as a Participating Company and as an individual participant. With respect to SpinCo Employees and Former SpinCo Employees, service with SpinCo or any other SpinCo Entity on or after the Effective Time (or, in the case of Parent U.S. Health and Welfare Plans and Parent 401(k) Plans, January 1, 2016) shall not be recognized under any Parent Benefit Plan for any purpose, except to the extent otherwise required by applicable law or as expressly provided in this Agreement.
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Related to Spinco Participation in Parent Benefit Plans

  • Participation in Benefit Plans The Executive shall be eligible to participate in the employee benefit plans and programs maintained by the Company from time to time for its executives, or for its employees generally, including without limitation any life, medical, dental, accidental and disability insurance and profit sharing, pension, retirement, savings, stock option, incentive stock and deferred compensation plans, in accordance with the terms and conditions as in effect from time to time.

  • 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.

  • Welfare, Pension and Incentive Benefit Plans During the Employment Period, the Executive (and his eligible spouse and dependents) shall be entitled to participate in all the welfare benefit plans and programs maintained by the Company from time to time for the benefit of its senior executives including, without limitation, all medical, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs. In addition, during the Employment Period, the Executive shall be eligible to participate in all pension, retirement, savings and other employee benefit plans and programs maintained from time to time by the Company for the benefit of its senior executives.

  • Participation in Plans Notwithstanding any other provision of this Agreement, the Executive shall have the right to participate in any and all of the plans or programs made available by the Company (or it subsidiaries, divisions or affiliates) to, or for the benefit of, executives (including the annual stock option and restricted stock grant programs) or employees in general, on a basis consistent with other senior executives.

  • Welfare Benefit Plans During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

  • Executive Benefit Plans The Executive will be eligible to participate in any executive benefit plans offered by the Company including, without limitation, medical, dental, short-term and long-term disability, life, pension, profit sharing and nonqualified deferred compensation arrangements, as the Board may determine in its discretion. The Company reserves the right to modify, suspend or discontinue any and all of the plans, practices, policies and programs at any time without recourse by the Executive, so long as the Company takes such action generally with respect to other similarly situated officers.

  • Seller Benefit Plans From and after the Closing, the Business 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 Purchaser and its Affiliates (including the Company) in respect of, all assets and Liabilities related to Seller Benefit Plans that are not Company Benefit Plans.

  • Company Benefit Plans (a) Section 4.13(a) of the Company Disclosure Letter sets forth a complete list, as of the date hereof, of each material Company Benefit Plan. For purposes of this Agreement, a “

  • ERISA; Benefit Plans Schedule 2.25 accurately (i) lists each ERISA Pension Benefit Plan (A)(1) the funding requirements of which (under Section 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ending on the date hereof were, in whole or in part, the responsibility of the Company or any Company Subsidiary or (2) respecting which the Company or any Company Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) being an "ERISA Affiliate Pension Plan") and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary (each plan described in this clause (C) and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided ARS with (i) true, complete and correct copies of (A) each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (B) each trust agreement related thereto and (C) all amendments to those plans and trust agreements. Except as accurately set forth in Schedule 2.25, (i) neither the Company nor any Company Subsidiary is, or at any time during the six-year period ended on the date hereof was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group).

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