Benefit Matters Clause Samples

Benefit Matters. (a) Parent agrees that each employee of the Company or any of its Subsidiaries who continues employment with Parent, H&H Acquisition Sub, H&H Group, the Surviving Corporation or any of their respective Subsidiaries after the Merger Closing Date (each, a “Continuing Employee”) shall be provided with benefits on substantially the same terms as benefits are provided to similarly situated employees of Parent. Nothing in this Agreement shall require Parent, H&H Acquisition Sub, H&H Group, the Surviving Corporation or any of their Subsidiaries to continue to employ any particular employee of the Company or any of its Subsidiaries following the Merger Closing Date, or shall be construed to prohibit Parent, H&H Acquisition Sub, H&H Group, Surviving Corporation or any of their Subsidiaries from amending or terminating any Company Benefit Plan. (b) Parent, H&H Acquisition Sub, H&H Group and the Surviving Corporation shall ensure that, as of the Merger Closing Date, each Continuing Employee receives full credit (for all purposes, including eligibility to participate, vesting, vacation entitlement and severance benefits) for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit under its employee benefit plans) under each of the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or the relevant Subsidiary, as applicable, in which such Continuing Employee becomes a participant; provided, however, that no such service recognition shall result in any duplication of benefits. As of the Merger Closing Date, Parent, H&H Acquisition Sub and H&H Group shall, or shall cause the Surviving Corporation or relevant Subsidiary to, credit to each Continuing Employee the amount of vacation time that such employee had accrued under any applicable Company Benefit Plan as of the Merger Closing Date. With respect to each health or welfare benefit plan maintained by Parent, the Surviving Corporation or the relevant Subsidiary for the benefit of any Continuing Employee, Parent shall (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Merger Closin...

Benefit Matters. (a) Neither Seller or any of its Affiliates nor any member of the Company Group currently has or ever maintained, sponsored, contributed to, or required to be contributed to, for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant of any member of the Company Group or any spouse or dependent of such individual pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity, stock or stock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, (each, a “Benefit Plan”), nor is there any Benefit Plan under which any member of the Company Group 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. (b) Except as set forth in Section 3.22(b) of the Disclosure Schedules, neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional or subsequent events): (i) entitle any current or former director, officer, independent contractor or consultant of any member of the Company Group to severance pay or any other payment; (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation (including stock-based compensation) due to any such individual; (iii) result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or (vi) require a “gross-up” or other payment to any “disqualified individual” within the meaning of Section 280G(c) of the Code. (c) Each member of the Company Group has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.

Benefit Matters. (a) Except as provided on Schedule 4.14(a) and except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA, the Seller Group does not have any liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof that shall affect the Buyer or the Assets. There is no health care plan sponsored or maintained by the Seller Group that provides health or dental coverage or benefits to any current or future retiree of the Seller Group or their spouses or dependents. (b) Schedule 4.14(b) contains a list of all material Employee Plans sponsored, maintained or contributed to by the Seller Group, or to which the Seller Group has an obligation to contribute. With respect to any Employee Plan that is sponsored, maintained, or contributed to (or to which there is an obligation to contribute), or has been sponsored, maintained, or contributed to (or to which there has been an obligation to contribute) within six (6) years prior to the Closing Date, by the Seller Group, or any corporation, trade, business, or entity under common control with either Seller, within the meaning of Section 414(b), (c), (in) or (o) of the Code or Section 4001 of ERISA (“Commonly Controlled Entity”), except as set forth on Schedule 4.14(b) (i) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied in full, (ii) no liability to the Pension Benefit Guaranty Corporation has been incurred by the Seller Group or any Commonly Controlled Entity, which liability has not been satisfied in full, (iii) no Tax under Section 4971 of the Code has been incurred for failure to satisfy the minimum funding requirements, (iv) all contributions (including employer contributions and employee elective deferred contributions) that are due have been timely paid to the Savings Plans and all contributions (including installments) to such plan (other than the Savings Plans) required by Sections 302, 303 and 304 of ERISA and Sections 412, 430, 431 and 432 of the Code have been timely made and all contributions for any period ending before the Closing Date that are not yet due have been paid up to and including the Closing Date to any such Employee Plan which is subject to Section 302 of ERISA or Section 412 of the Code, or accrued on the books of the Sellers or any Commonly Controlled Entity, (v) no liability under Sections 302, 303 or 3...

Benefit Matters. (a) To the extent service is relevant for purposes of eligibility, participation or vesting or receipt of benefits under a welfare benefit plan (but not the accrual of benefits under a retirement plan) under any employee benefit plan, program or arrangement established or maintained by Parent or a Subsidiary of Parent in which Business Employees may participate, such Business Employees shall be credited for service accrued as of the Effective Time with the Company to the extent such service was credited under a similar plan, program or arrangement of the Company. (b) To the extent Business Employees and their dependents enroll in any health plan sponsored by Parent or a Subsidiary of Parent, Parent shall waive any preexisting condition limitation applicable to such Business Employees to the extent that the employee's or dependent's condition would not have operated as a preexisting condition under the group health plan maintained by the Company. In addition, Parent shall cause such health plans (i) to waive all preexisting condition exclusions and waiting periods otherwise applicable to Business Employees and their dependents, other than exclusions or waiting periods that are in effect with respect to such individuals as of the Effective Time to the extent not satisfied, under the corresponding benefit plans of the Company, and (ii) to provide each Business Employee and his or her dependents with corresponding credit for any co-payments and deductibles paid by them under the corresponding benefit plans of the Company during the portion of the respective plan year prior to the Effective Time. (c) With respect to the 401(k) accounts of those Business Employees who become eligible to participate in Parent's 401(k) plan after the Effective Time, Parent agrees to take one or more of the following actions: (i) to establish an arrangement under which such Business Employees are provided with payroll withholding for purposes of repaying any loan that is outstanding under the Company's 401(k) plan as of the Effective Time; (ii) to permit such Business Employees to voluntarily transfer or roll over their accounts (including loans) from the Company's 401(k) plan to Parent's 401(k) plan; or (iii) to cause Parent's 401(k) plan to accept a direct trustee-to-trustee transfer of assets from the Company's 401(k) plan into Parent's 401(k) plan, including any outstanding loans, on behalf of such Business Employees. Parent and the Company agree that they shall take all action...

Benefit Matters. (a) Section 3.16(a) of the Disclosure Letter lists, as of the date of this Agreement, each Assumed Benefit Plan and each material Transferor Plan and indicates whether such Benefit Plan is an Assumed Benefit Plan or a Transferor Plan and separately identifies the non-U.S. jurisdiction applicable to each Foreign Plan, in each case, excluding (i) employment contracts or agreements (A) with employees whose annual base salary or annualized wage rate is below $125,000 or (B) that provide for severance payments or benefits equal to or less than three (3) months of base compensation or, if greater, the amount required by applicable Law and (ii) individual consulting or independent contractor agreements with Business Contractors that are terminable with thirty (30) days’ notice and without Liability (other than fees accrued but unpaid). Transferor has made available to Acquiror (i) a true and complete copy of each Assumed Benefit Plan and all amendments thereto and each material Transferor Plan and all material amendments thereto or a summary of the material terms thereof and (ii) with respect to each Assumed Benefit Plan, as applicable, (A) the most recent summary plan description and any summaries of material modifications thereto; (B) any trust documents or funding arrangements relating thereto (including group insurance contracts); (C) the most recent annual report with accompanying schedules and attachments, filed with the IRS or other equivalent Governmental Authority; (D) the most recent opinion or determination letter from the IRS or other equivalent Governmental Authority; (E) any nondiscrimination, coverage, top-heavy and Code 415 testing performed with respect to the three (3) most recently completed plan years; and (F) all material written correspondence with any Governmental Authority with respect to the last three (3) years. (b) Each Assumed Benefit Plan, and except as would not result in Liability to the Transferred Entities, each Transferor Plan, and each related trust or other funding instruments has been established, administered, operated, and maintained in all material respects in accordance with its terms and the requirements of all applicable Laws. Other than routine claims for benefits, there is no material claim or lawsuit pending or, to the Knowledge of the Business, threatened, against or arising out of an Assumed Benefit Plan, or except as would not result in Liability to the Transferred Entities, a Transferor Plan. No Assumed Benefit Pl...

Benefit Matters. The employees of the Company and --------------- its subsidiaries shall be eligible to participate in the Acquiror 401(k), profit sharing, stock option and stock purchase plans and Acquiror medical, life insurance, disability insurance and vacation plans (the "Plans") effective (a) February 2, 1997 or (b) if the Effective Time is after February 2, 1997, the first day of the month following the Effective Time (the "Eligibility Date"). Participation in the Plans shall be subject to the eligibility requirements and the terms and conditions of each of the Plans. For purposes of the eligibility and vesting requirements of the Plans, service credit will be given for employment with the Company and its Subsidiaries prior to the Effective Time. The medical plan of the Acquiror shall not include pre-existing condition exclusions with respect to employees of the Company and its subsidiaries as of the Effective Time, except to the extent such exclusions were applicable under the medical plan of the Company on the Effective Time. Effective as of the Eligibility Date, all welfare benefit plans and the vacation plan of the Company and its subsidiaries will be terminated. Acquiror shall cause the Company to perform the Company's obligations under all employment, consulting and other compensation arrangements disclosed in Sections 5.1(i) and (m) of the Company Disclosure Schedule.

Benefit Matters. 37 SECTION 5.08. Stock Exchange Listing ...................................... 38 SECTION 5.09. Letters of the Company's Accountants ........................ 38 SECTION 5.10. Letters of Parent's Accountants ............................. 38 SECTION 5.11. Takeover Statute ............................................ 38 ARTICLE VI

Benefit Matters. (a) Schedule ‎3.15(a) contains a true and correct list of all Employee Plans. For the avoidance of doubt, this list excludes normal payroll practices such as the continuation of regular wage payments on account of vacation, holiday, jury duty or other like absences. (b) Schedule ‎3.15(b) contains a true and correct list of each “employee benefit plan,” as defined in Section 3(3) of ERISA, sponsored or contributed to by (or required to be contributed to by) the Company or any of its ERISA Affiliates (or any predecessor of any such entity) that is a “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA), a “multiple employer plan” (within the meaning of Section 413 of the Code) or a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA). (c) Except as set forth on Schedule ‎3.15(c), neither the Company nor any of its ERISA Affiliates (or any predecessor of any such entity) sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has in the past six years sponsored, maintained, administered or contributed to (or had any obligation to contribute to), or has or is reasonably expected to have any direct or indirect Liability with respect to any pension plan (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA, Section 302 of ERISA, or Section 412 of the Code. No event has occurred and, to the Company’s Knowledge, no condition exists, that has subjected, or would reasonably be expected to subject, the Company to any material tax, fine, lien, penalty or other Liability imposed by ERISA, the Code or any other applicable Law, either directly or by reason of the Company’s affiliation with any of its ERISA Affiliates. (d) With respect to each Employee Plan intended to qualify under Section 401(a) of the Code, such Employee Plan is the subject of a determination letter from the IRS, or in respect of which an opinion letter from the IRS may be relied upon, stating that the form of such plan is so qualified, or a request for such determination or opinion is currently pending with the IRS, and such request was timely filed and, to the Company’s Knowledge, 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 IRS Closing Agreement Program if discovered during an IRS audit or investigation. Each trust created under any such Employee Plan is exempt from Tax under Section 501(a...

Benefit Matters. Cerner and CITATION will work together to transition CITATION employees to Cerner employee benefit plans, as appropriate.