Transferred Entity Benefit Plans Clause Samples
The "Transferred Entity Benefit Plans" clause defines the treatment and handling of employee benefit plans associated with an entity being transferred in a transaction, such as a merger or acquisition. It typically outlines which benefit plans—such as retirement, health, or stock option plans—will be assumed, continued, or terminated by the acquiring party, and may specify the obligations regarding accrued benefits or ongoing administration. This clause ensures clarity and continuity for employees affected by the transaction and allocates responsibility for benefit plan liabilities between the parties, thereby preventing disputes and ensuring a smooth transition.
Transferred Entity Benefit Plans. (a) Section 4.8 of the Seller Disclosure Schedule sets forth a complete list of each material Transferred Entity Benefit Plan and Governmental Plan, in each case as of the date hereof. With respect to each Transferred Entity Benefit Plan and each Governmental Plan, Seller has made available to Purchaser complete, accurate, and current copies (if applicable) of: (i) the most recent plan document and any related trust agreement (or if unwritten, a written summary of its material terms), (ii) the most recent summary plan description and summaries of material modification (or any summaries of plan terms provided to the Business Employees or their dependents or beneficiary), (iii) all related insurance Contracts, other funding arrangements, and administrative services agreements, and (iv) all material, non-routine correspondence with participants or any Governmental Entity in the past three years.
(i) Each Transferred Entity Benefit Plan and, to the Knowledge of Seller, each Governmental Plan, has been administered, funded and operated in all material respects in accordance with its terms and all applicable Laws, (ii) no condition exists with respect to any Transferred Entity Benefit Plan or Governmental Plan that could result in any material tax, fine, lien, penalty or other Liability imposed by applicable Laws on the Transferred Entities, (iii) no Transferred Entity Benefit Plan has been declared to be fully or partially wound up, nor has any act occurred that would cause any such plan to be wound up under its plan documents or pursuant to which any plan could reasonably be expected to be ordered up, in whole or in part, by or at the direction of any Governmental Entity, (iv) each Transferred Entity Benefit Plan or Governmental Plan required to be registered has been registered and has been maintained in good standing with the applicable Governmental Entity, and (v) all contributions required to be made with respect to any Transferred Entity Benefit Plan or Governmental Plan on or before the date hereof have been made, except as would not result in material Liability to any of the Transferred Entities.
(c) No Transferred Entity Benefit Plan is, and none of the Transferred Entities maintain, administer or have any obligation to contribute to, or has any current or contingent Liability or obligation under or with respect to, or has in the past six (6) years contributed to, sponsored, maintained, administered or had any current or contingent Liability or obligat...
Transferred Entity Benefit Plans. Purchaser and its Affiliates shall assume all assets and Liabilities related to all Transferred Entity Benefit Plans.