Employment and Employee Benefits Matters. (a) Parent shall cause the Surviving Corporation and its Subsidiaries, for the period commencing at the Effective Time and ending on the date that is 12 months after the Effective Time, to maintain for and provide to any Company Employee the compensation and employee benefits maintained and provided to the Company Employees immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1) and at levels in the aggregate that are no less valuable than those maintained for and provided immediately prior to the date of this Agreement (subject to modifications and increases permitted by Section 5.1); provided that incentive compensation will be discretionary or based on performance.
(b) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees who are employed by Parent or its Subsidiaries immediately following the Effective Time full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans or to the extent this credit would result in a duplication of benefits for the same period of service and not where past service credit was not provided for other new participants in such Parent Plans), under any employee benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ pre-Effective Time service with the Company, its Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company immediately prior to the Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent or its Subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations to the same extent waived by the Company and its Subsidiaries under the comparable Company Plans and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations with respect to the plan year in which the Effective Time occurs, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees, in each case under similar plans maintained by the Company and its Subsidiaries immediately prior to the Effective Time.
(c) Parent acknowledges and agrees that the consummation ...
Employment and Employee Benefits Matters. (a) Section 4.15(a) of the Disclosure Schedule sets forth a true and accurate list of all material Lorillard Employee Plans. The term “Lorillard Employee Plans” means (i) all employee benefit plans (within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA)) and all bonus, stock option, stock purchase, restricted stock and other equity or equity-based awards, incentive, deferred compensation, retiree health or life insurance, supplemental retirement, severance, superannuation, profit-sharing or other benefit plans, programs, agreements or arrangements, that are maintained, contributed to, or sponsored by the Lorillard Asset Owners or their respective Affiliates and ERISA Affiliates for the benefit of any employee of Lorillard or its Affiliates (including any employee of Lorillard or its Affiliates who is not actively employed at such time and who has a right of re-instatement) (each a “Lorillard Employee”) or any dependents thereof and (ii) all individual employment, retention, termination, change in control, severance or other similar contracts or agreements pursuant to which any Lorillard Asset Owner or its Affiliates currently has any obligation or Liability with respect to any Lorillard Employee or any dependents thereof. Each Lorillard Employee Plan is in writing and, with respect to each Lorillard Employee Plan, RAI has previously made available to the Acquiror, true and correct copies of each of the following documents: (i) a copy of the Lorillard Employee Plan (or to the extent no such copy exists, an accurate written description thereof); (ii) a copy of the most recent summary plan description and summary of material modifications with respect thereto, if any; (iii) a copy of each trust or other funding arrangement, if any; (iv) the two most recent annual financial reports, if any; (v) the two most recent actuarial reports, if any; and (vi) if applicable, the most recent IRS determination letter. Except as specifically provided in the foregoing documents made available to Acquiror and except as provided by applicable Law, there are no material amendments to any Lorillard Employee Plan, nor has any party with the authority to do so undertaken to make any such material amendments or to adopt or approve any new Lorillard Employee Plan.
Employment and Employee Benefits Matters. (a) Section 3.15(a) of the NBCU Disclosure Letter sets forth a list, as of the date hereof, of all material NBCU Employee Plans and separately identifies (i) the material NBCU Parent Plans, (ii) the material NBCU Subsidiary Plans (other than NBCU Multiemployer Plans), (iii) the NBCU Multiemployer Plans covering 50 or more active NBCU Employees employed in the United States and the material NBCU Multiemployer Plans covering NBCU Employees employed outside of the United States, (iv) the NBCU Employee Plans (other than NBCU Multiemployer Plans) constituting plans subject to Title IV of ERISA or other defined benefit pension plans covering 50 or more NBCU Employees, (v) each NBCU Employee Plan (other than any Multiemployer Plan) that provides for post-retirement medical coverage for 50 or more NBCU Employees (excluding coverage as required to avoid an excise tax under section 4980B of the Code, coverage through the end of the calendar month in which retirement occurs, post-employment coverage under a medical expense reimbursement account and coverage during any severance benefits period), and (vi) to the Knowledge of NBCU, the principal labor agreements covering the current material terms and conditions of employment with each union or labor organization, collective bargaining unit, works council or other employee representative that applies to NBCU Employees. NBCU has previously made available to Comcast a true and complete copy of each NBCU Employee Plan (other than Multiemployer Plans) covering NBCU Employees employed in the United States and a summary or written description of each material NBCU Employee Plan applicable to NBCU Employees employed in countries other than the United States.
(b) To the Knowledge of NBCU, as of the date hereof, no NBCU Multiemployer Plan is in critical, endangered, or seriously endangered status as described in Section 305 of ERISA, as amended by the Pension Protection Act of 2006.
(c) Each NBCU Employee Plan (and, as of the date hereof, with respect to any Multiemployer Plan, solely to the Knowledge of NBCU without any inquiry) that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS that it is so qualified, and each related trust that is intended to be exempt from federal income Tax pursuant to Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no event has occurred since the date of such determination lette...
Employment and Employee Benefits Matters. Directors’ and Officers’ Indemnification and Insurance *
Employment and Employee Benefits Matters. (a) Schedule 3.13 lists, as of the Agreement Date, all material Employee Plans. With respect to each material Employee Plan, the Company has previously made available to Buyer a true and complete copy of the following documents, to the extent applicable: (i) any written plan documents and all amendments thereto (or a written description of the material terms (if not in writing), (ii) the most recent summary plan descriptions, (iii) the most recent Forms 5500 and all schedules thereto, (iv) the most recent actuarial report, (v) the most recent IRS determination letter (or, if applicable, advisory or opinion letter) and (vi) all material non-routine correspondence to or from any Government Authority received in the last year with respect to any such Employee Plan.
(b) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or is entitled to rely on an advisory or opinion letter, from the IRS and, to the Knowledge of the Company, no facts or circumstances exist that would reasonably be expected to cause the IRS to revoke such letter.
(c) No Employee Plan is (i) an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or (ii) a “multiemployer plan” (within the meaning of Section 3(37) of ERISA).
(d) Each Employee Plan has been operated in accordance with its terms and the requirements of ERISA and all applicable Laws, in all material respects.
(e) No material Actions are pending or, to the Knowledge of the Company, threatened in writing from any Government Authority in connection with any Employee Plan (other than routine benefit claims), that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(f) No Employee Plan provides benefits or coverage in the nature of health or life insurance following retirement or other termination of employment, other than coverage or benefits required to be provided under Part 8 of Subtitle B of Title I of ERISA or Section 4980B of the Code, or any other applicable Law.
(g) The consummation of the Transactions will not, either alone or in combination with another event, (i) accelerate the time of payment or vesting, (ii) materially increase the amount of compensation or benefits due under any Employee Plan or (iii) result in any “disqualified individual” receiving any payment that would be characterized as an “excess parachute payment” (each such term as defined in...
Employment and Employee Benefits Matters. (a) Section 4.13(a) of the Disclosure Letter sets forth a true and complete list of each person who is a Business Employee (other than those employed by the Company or any Transferred Company) as of the date hereof.
(b) Section 4.13(b) of the Disclosure Letter sets forth a true and complete list of each material Company Plan and material Parent Plan. “Company Plan” shall mean each “employee benefit plan” (within the meaning of section 3(3) of ERISA, whether or not subject to ERISA) and each employment, consulting, retirement, welfare benefit, incentive compensation, bonus, change of control bonus, retention, pension, post-employment welfare, stock option, stock purchase, restricted stock, restricted stock unit, phantom equity, equity compensation, deferred compensation, severance or other material benefit or compensation plan, program, policy, arrangement or agreement (other than any governmental plan or arrangement maintained by a Governmental Authority that provides statutorily required benefits), in each case, that is sponsored, maintained, or contributed to by the Company or any Transferred Company or to which the Company or any Transferred Company will have any Liability after the Closing. “Parent Plan” shall mean each “employee benefit plan” (within the meaning of section 3(3) of ERISA, whether or not subject to ERISA) and each employment, consulting, retirement, welfare benefit, incentive compensation, bonus, change of control bonus, retention, pension, post-employment welfare, stock option, stock purchase, restricted stock, restricted stock unit, phantom equity, equity compensation, deferred compensation, severance or other material benefit or compensation plan, program, policy, arrangement or agreement (other than any governmental plan or arrangement maintained by a Governmental Authority that provides statutorily required benefits) that is sponsored, maintained or contributed to by Parent or any of its Affiliates (other than the Company or any Transferred Company) with respect to any Business Employee (collectively, the Company Plans and Parent Plans, the “Employee Plans”).
Employment and Employee Benefits Matters. 33 SECTION 6.6 Directors' and Officers' Indemnification and Insurance......34 SECTION 6.7
Employment and Employee Benefits Matters. (a) Section 3.15(a) of the Disclosure Schedule sets forth the SSO number and names of each Business Employee and Inactive Business Employee as of the date hereof.
(b) Section 3.15(b) of the Disclosure Schedule sets forth a list of (i) all employee benefit plans (within the meaning of Section 3(3) of ERISA whether or not subject to ERISA) and all bonus, stock purchase, incentive, deferred compensation, retiree health or life insurance, supplemental retirement, severance, retention arrangements that (x) are payable to any Key Employee (after the Closing) or (y) would constitute an Assumed Liability, change in control pay, or other benefit plans, programs or arrangements, that are maintained by, contributed to, required to be contributed to or sponsored by the Sellers or their respective Affiliates for the benefit of any current or former employee (and/or their dependents or beneficiaries) of Altair U.S. or the Business, or with respect to which Altair U.S. or the Business otherwise has any liabilities or obligations and (ii) all individual employment, retention, termination, severance or other similar contracts or agreements pursuant to which Altair U.S. or the Sellers or their respective Affiliates currently has any obligation with respect to any employee of Altair U.S. or the Business employed in its United States operations (the plans, programs, arrangements, contracts and agreements described in clauses (i) and (ii) above are hereinafter referred to as the “Employee Plans”). Section 3.15(b) of the Disclosure Schedule provides whether each Employee Plan is a U.S. Business Plan or an International Business Plan. Each material Employee Plan and each U.S. Employee Plan is in writing and the Sellers have previously informed the Buyer of the material terms and conditions thereof. Notwithstanding the foregoing, Section 3.15(b) of the Disclosure Schedule does not set forth those specific individual retention agreements with any employee of the Business in its United States operations that do not give rise to any Assumed Liabilities.
(c) None of the Employee Plans is (i) a multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) or a single employer plan (within the meaning of Section 4001(a)(15) of ERISA) for which Altair U.S. or the Sellers would reasonably be expected to incur liability under Section 4063 or 4064 of ERISA, (ii) a multiple employer plan as defined in Section 413(c) of the Code, or (iii) a multiple employer welfare arrangement as d...
Employment and Employee Benefits Matters. (a) Section 3.12(a) of the Seller Disclosure Schedule sets forth a list, as of the date of this Agreement, of all material BHGE Employee Plans in which IST Employees participate.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedule or pursuant to a GE Employee Plan, neither the execution of this Agreement nor the consummation of the Transaction (either alone or together with any other event) will (i) entitle any IST Employee to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, any cancellation of Debt, or any increase in compensation, (ii) result in the acceleration of payment, funding or vesting under any BHGE Employee Plan or result in any increase in benefits payable under any BHGE Employee Plan or (iii) result in the release of any IST Employee from his contractual obligations under any BHGE Employee Plan, in each case, except as would not reasonably be expected to be, individually or in the aggregate, material to the IST Business.
(c) With respect to the IST Employees, to the Knowledge of BHGE LLC, (i) no IST Employee is represented by a labor union, labor organization or works council (or representatives thereof) (each, a “Labor Organization”), no Labor Organization has been certified or recognized as a representative of any IST Employee, and neither the Sellers nor GEOG M&I are parties to or have any obligation under any labor agreement, collective bargaining agreement or any other labor-related agreements or arrangements with any Labor Organization pertaining to or which determines the terms or conditions of employment of any IST Employee, (ii) there are no pending or threatened representation campaigns, elections or proceedings concerning union representation involving any IST Employees and (iii)(A) there are no activities or efforts of any Labor Organization to organize any IST Employees, and (B) there are no demands for recognition or collective bargaining, strikes, slowdowns, work stoppages or lock-outs of any kind, or threats thereof, by or with respect to any IST Employee or any representatives thereof with respect to the IST Business.
(d) The Sellers and GEOG M&I are and, during the BHGE Ownership Period have been, in compliance in all material respects with all applicable collective bargaining agreements and Laws relating to the employment of the IST Employees (including employment or labor standards, labor relations, wages, overtime, employee classifica...
Employment and Employee Benefits Matters. (a) As of the Agreement Date, Seller has provided to Buyer a true and accurate list of the employees of Company and Company Subsidiary who are employed primarily in connection with the Business (collectively, the “Business Employees”), in each case, identifying names, job title, job location, hourly wage rate or salary (including, where applicable, current commission or bonus eligibility), date of hire and employer.
(b) Except as set forth on Schedule 4.16(b), as of the Agreement Date neither Company nor Company Subsidiary is a party to any employment contract or retention, severance or similar agreement with any Business Employee.
(c) Neither Company nor Company Subsidiary is a party to any labor, trade union or collective bargaining agreements, memoranda of understanding or other labor agreements or contracts with any union, labor organization, works council or other employee representative group. As of the Agreement Date, there are no pending or, to the Knowledge of Seller, threatened union organizing drives, material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against Company or Company Subsidiary.
(d) Schedule 4.16(d) lists, as of the Agreement Date, each Employee Plan, separately identifying those that are Business Plans. Other than the Business Plans, no Employee Plans are sponsored by Company or Company Subsidiary. True, correct and complete copies of (or, if unwritten, accurate descriptions of) all Business Plans have also been furnished to Buyer.
(e) As of the Agreement Date, except as set forth on Schedule 4.16(e), or except to the extent such Action, examination or audit would not reasonably be expected to result in a material Liability to Buyer or its Affiliates: (i) no Action is pending or, to the Knowledge of Seller, threatened in writing relating to an Employee Plan; and (ii) to the Knowledge of Seller, no Employee Plan has during the three-year period before the Agreement Date been the subject of an examination or audit by a Government Authority.
(f) Except as otherwise set forth in Schedule 4.16(f),
(i) Neither Buyer nor its ERISA Affiliates (including, after the Closing, Company and Company Subsidiary), will by reason of the Transactions have any Liability after the Closing arising from or under (i) any “defined benefit plan” (as defined in Section 3(35) of ERISA) subject to Title IV of ERISA that is or has been maintained, administered or contributed to by Seller or any ERISA Affilia...
