Employees and Employee Benefit Plans Sample Clauses

Employees and Employee Benefit Plans. The Purchaser does not (a) have any paid employees or (b) maintain, sponsor, contribute to or otherwise have any Liability under, any Benefit Plans.

Employees and Employee Benefit Plans. (a) Buyer shall (i) with respect to employees employed by the Acquired Subsidiaries, continue the employment of the individuals listed as “continuing employees” on Schedule 8.4(A) as of immediately following the Closing (the “Continuing Employees”), and (ii) with respect to employees employed by Seller or its Affiliates (other than the Acquired Subsidiaries), offer, or cause Buyer’s Affiliates to offer, employment as of the Closing Date to each other Business Employee listed on Schedule 8.4(A), but only if such Business Employee is actively employed (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Closing Date. Buyer also shall, or shall cause its Affiliates to, offer employment to each Business Employee who is not actively employed immediately prior to the Closing Date and who is able to return to active employment within three months after the Closing Date, or such longer period during which the Business Employee has a right of re-instatement in accordance with applicable Requirements of Laws (collectively, “Inactive Business Employees”), in each case promptly upon his or her return from any leave or other absence. The Continuing Employees and the other Business Employees who accept an employment offer from Buyer or any of its Affiliates and commence employment as of the Closing Date are referred to collectively herein as the “Transferred Employees”, and any Inactive Business Employee shall be treated as a Transferred Employee upon his or her return to, or commencement of, active employment with Buyer or its Affiliates. (b) Buyer will, immediately following the Closing Date, provide each Transferred Employee with (i) at least the same base salary or base wage rate (as applicable) and bonus opportunity, in the aggregate, as Seller currently offers, and (ii) employee benefits (with credit for their prior service with Seller) which are in the aggregate substantially comparable in the aggregate to those made available either to such Transferred Employee immediately prior to the Closing or to similarly situated employees of Buyer. (c) Effective as of the Closing Date, Buyer will recognize each Transferred Employee’s prior service with the Seller for purposes of eligibility to participate, vesting and determination of level of vacation, other paid time off or severance benefits and as may otherwise be required by applicable statute for Transferred Employees who are Canadian Business Employees (but not for ...

Employees and Employee Benefit Plans. (a) Section 4.17(a) of the Company Disclosure Schedule sets forth a true and complete list as of the date of this Agreement of each material Company Employee Plan and each Company Employee Plan that is subject to ERISA. For each material Company Employee Plan and each Company Employee Plan that is subject to ERISA, the Company has made available to Parent a copy of such plan (or a description, if such plan is not written) and all amendments thereto and material written interpretations thereof, together with a copy of (if applicable) (i) each trust, insurance or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service Forms 5500, (iv) the most recent favorable determination or opinion letter from the Internal Revenue Service, (v) the most recently prepared actuarial reports and financial statements in connection with each such Company Employee Plan, and (vi) all documents and correspondence relating thereto received from or provided to the Department of Labor, the PBGC, the Internal Revenue Service or any other Governmental Authority during the past year. (b) Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has, during the last six years, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. (c) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, to the knowledge of the Company, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, each trust created under any such Company Employee Plan is exempt from tax ...

Employees and Employee Benefit Plans. (a) Section 4.16 of the Company Disclosure Schedule contains a correct and complete list identifying each “employee benefit plan,” as defined in Section 3(3) of ERISA, each employment, severance or similar Contract, plan or policy and each other plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) or other form of benefits which is maintained, administered or contributed to by the Company or any ERISA Affiliate of the Company and covers any employee, director or former employee or director of the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has any liability. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof have been furnished to Parent together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” (b) With respect to each Employee Plan which is subject to the provisions of Title IV of ERISA in which the Company participates or has participated, (i) no accumulated funding deficiency, if applicable, within the meaning of ERISA Section 302 or Code Section 412 has been incurred, whether or not waived; (ii) the Company does not have any liability (A) for any lien imposed under ERISA Section 302(f) or Code Section 412(n), (B) for any interest payments required under ERISA Section 302 (e) or Code Section 412(m), (C) for any excise tax imposed by Code Sections 4971, 4972, or 4979, or (D) for any minimum funding contributions under ERISA Section 302(c)(11) or Code Section 412(c)(11); (iii) the Company has not withdrawn from any such Employee Plan during a plan year in which it was a “substantial employer” (as defined in ERISA Section 4001(a)(2)); (iv) the PBGC has not instituted proceedings or threatened to institute proceedings to terminate any such...

Employees and Employee Benefit Plans. (a) Neither Parent nor any of its ERISA Affiliates (nor any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has since January 1, 2011, sponsored, maintained, administered or contributed to (or had any obligation to contribute to), any plan subject to Title IV of ERISA, including any multiemployer plan, as defined in Section 3(37) of ERISA. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each Parent Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired and, to the knowledge of Parent, no circumstances exist that would reasonably be expected to result in any such letter being revoked or not being reissued or a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an Internal Revenue Service audit or investigation. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each trust created under any such Parent Employee Plan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, since January 1, 2015, each Parent Employee Plan has been maintained in compliance with its terms and all Applicable Law, including ERISA and the Code. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, no claim (other than routine claims for benefits), action, suit, investigation or proceeding (including an audit) is pending against or involves or, to Parent’s knowledge, is threatened against or reasonably expected to involve, any Parent Employee Plan before any court or arbitrator or any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the PBGC. To the knowledge of Parent, since January 1, 2015, no events have occurred with respect to any Parent Employee Plan that would reasonably be expected to result in the assessment of any excise taxes or p...

Employees and Employee Benefit Plans. (a) Schedule 4.11(a)(i) lists all Employee Benefit Plans and Employee Programs sponsored by Seller or an ERISA Affiliate of Seller, other than CLF&P, providing material benefits or compensation to the current employees of CLF&P, as in effect as of the date of this Agreement. Schedule 4.11(a)(ii) lists all Employee Benefit Plans and Employee Programs sponsored by CLF&P providing material benefits or compensation to the current and former employees of CLF&P, as in effect as of the date of this Agreement. With respect to the current and former employees of CLF&P, all insurance premiums required to be paid, all benefits, expenses and other amounts due and payable, and all contributions, transfers or payments required to be made to or under the Employee Benefit Plans or Employee Programs will have been paid, made or accrued on the Records on or before the Closing. (b) None of the current employees of CLF&P participate in any “multiemployer pension plan” within the meaning of ERISA Section 4001(a)(3). (c) The Employee Benefit Plans and Employee Programs available to the current employees of CLF&P conform in all material respects to all laws, including the applicable provisions of ERISA and the Code, except where the failure to conform would not have a Material Adverse Effect. (d) To the Knowledge of Seller, none of the Employee Benefit Plans, Seller or CLF&P has engaged in a transaction that would subject Seller or CLF&P to the Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to a civil penalty imposed by Section 502 of ERISA. (e) There are no material pending actions, claims or lawsuits that have been asserted or instituted against the Employee Benefit Plans or the Employee Programs with respect to any current or former employees of CLF&P other than routine claims for benefits, except as may be listed in Schedule 4.11(e). (f) The transactions contemplated by this Agreement shall not result in any termination, retention or severance pay obligations payable by Buyer, except as set forth on Schedule 4.11(f). (g) With respect to Employee Benefits Plans and Employee Programs listed on Schedule 4.11(a)(ii): (i) As of the Closing Date, CLF&P does not sponsor or maintain, nor has any obligation or liability under or with respect to, any defined benefit plan within the meaning of Section 3(35) of ERISA. (ii) Each Employee Benefit Plan intended to be qualified under Sections 401(a), 401(k) and/or 501(a) of the Code has been determined to b...

Employees and Employee Benefit Plans. (a) Schedule 3.13(a)(1) lists each employment, service, severance, change in control, non-compete and consulting agreement between any Employee, director, consultant, or independent contractor and the Companies (the "Employee Agreements"). Schedule 3.13(a)(2) describes all bonus, deferred compensation, stock option, stock appreciation right, vacation and other agreements or fringe benefit plan, arrangement or practice of the Companies which are maintained solely for the benefit of their former and current Employees, including, without limitation, all applicable "employee benefit plans" as defined by Section 3(3) of ERISA (the "Employee Benefit Plans"). Schedule 3.13(a)(3) describes all Seller Plans which provide benefits to former or current Employees of the Companies. (b) No Employee Benefit Plan is an "employee pension benefit plan" under Section 3(2) of ERISA. (c) Except as otherwise required by Legal Requirements, none of the Companies have any commitment, whether formal or informal, (i) to create any additional Employee Benefit Plan; (ii) to modify or change any Employee Benefit Plan; or (iii) to maintain for any period of time any Employee Benefit Plan. (d) Except as set forth in Schedule 3.13(d), the Employee Benefit Plans have been operated in compliance, in all material respects, with their terms and with applicable Legal Requirements. To the extent that the Companies or the Buyer could have liability following the Closing, the Seller Plans have been operated in compliance, in all material respects, with their terms and with applicable Legal Requirements. (e) None of the Employee Benefit Plans which are "welfare benefit plans," within the meaning of Section 3(1) of ERISA, provide for continuing benefits or coverage after termination or retirement from employment, except for COBRA rights under a "group health plan" as defined in IRC Section 4980B(g) and ERISA Section 607. (f) None of the Companies nor any Seller Party maintains or contributes or ever has maintained or contributed to any "employee pension benefit plan" that is subject to Title IV of ERISA or the minimum funding standards of Section 412 of the IRC to the extent that Buyer or the Companies will have any liability following the Closing. (g) The Companies have paid to their respective Employees the "year end" bonuses attributable to such Employees performance during fiscal year 2002, in an aggregate amount equal to the amount accrued for 2002 accrued incentives on the 2002 Financial Sta...

Employees and Employee Benefit Plans. (a) Full time employees of Cohoes and its Subsidiaries who remain employed after the Effective Time will be eligible to participate in benefit plans of the Surviving Corporation and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan of the Survivinx Xxxporation or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependents. (b) If the employment of any full-time employee of Cohoes, Hudson or their respective Subsidiaries is involuntarily termixxxxx other than for Cause within six months following the Effective Time, the Surviving Corporation or its applicable Subsidiary shall provide severance benefits to such employee in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by the total number of whole years of such employee's full-time employment (up to a maximum of thirteen years) at Cohoes, Hudson or any of their respective Subsidiaries; provided, hoxxxxx that in no...

Employees and Employee Benefit Plans. (a) Section 3.11(a) of the Company Disclosure Schedule lists all material Company Benefit Plans. For purposes of this Agreement, “Company Benefit Plans” means all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), whether or not subject to ERISA, and all stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, retention, bonus, employment, change in control, termination or severance plans, programs, agreements or arrangements that are maintained, contributed to or sponsored or maintained by, or required to be contributed to, the Company or any of its Subsidiaries for the benefit of any current or former employee, officer or director of the Company or any of its Subsidiaries, excluding, in each case, any Multiemployer Plan.

Employees and Employee Benefit Plans. (a) Schedule 3.9(a) sets forth a true and complete list of all employees (whether full or part time) of Seller or its Affiliates whose duties are performed primarily at or with respect to the Business (the “Employees”) and for each such individual lists such Person’s name, titles, work location, date of hire, annual salary or hourly wage rate, and status as exempt or non-exempt under the Fair Labor Standards Act, including employees who are receiving short-term disability benefits or are on family and medical, medical/long-term disability, administrative or military leave or any other type of leave that entitles the employee to reinstatement upon completion of the leave under the applicable leave policies of Seller or Seller’s Affiliates (collectively, “Leave”). (b) With respect to the Business and the Transferred Assets, neither Seller nor its Affiliates is, nor has been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been, any Union representing or purporting to represent any Employee, and, to the Knowledge of Seller, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor, to the Knowledge of Seller, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Business or the Transferred Assets. Seller has taken no action that would give rise to any notice required to be delivered under the WARN Act. (c) Schedule 3.9(c) contains a true and complete list of each Employee Benefit Plan, which is or has been maintained, sponsored, contributed to, or required to be contributed to by Seller, or any of its ERISA Affiliates, for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant employed in the operation of the Business, or any spouse or dependent of such individual, or under which Seller or any of its ERISA Affiliates has or may have any liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any liability, contingent or otherwise (each, a “Seller Plan”). (d) Each Seller Plan has been established, administered and maintained in accordance with its terms and in material compliance with all applicable Laws. Each S...