Employee Benefit Arrangements Sample Clauses
The Employee Benefit Arrangements clause defines the employer's obligations regarding the provision and maintenance of benefits for employees, such as health insurance, retirement plans, and other welfare programs. It typically outlines which benefits are offered, eligibility requirements, and the process for enrolling or making changes to coverage. This clause ensures that both parties understand the scope of benefits provided, helping to prevent misunderstandings and disputes over employee entitlements.
Employee Benefit Arrangements. (i) All liabilities under the Employee Benefit Arrangements are (A) funded to at least the minimum level required by Law or, if higher, to the level required by the terms governing the Employee Benefit Arrangements, (B) insured with a reputable insurance company, (C) provided for or recognized in the financial statements most recently delivered to the Administrative Agent pursuant to Section 6.01 hereof or (D) estimated in the formal notes to the financial statements most recently delivered to the Administrative Agent pursuant to Section 6.01 hereof, where such failure to fund, insure, provide for, recognize or estimate the liabilities arising under such arrangements could reasonably be expected to have a Material Adverse Effect.
(ii) There are no circumstances which may give rise to a liability in relation to the Employee Benefit Arrangements which are not funded, insured, provided for, recognized or estimated in the manner described in clause (i) above and which could reasonably be expected to have a Material Adverse Effect.
(iii) Each of Parent and each of its Restricted Subsidiaries is in compliance with all applicable Laws, trust documentation and contracts relating to the Employee Benefit Arrangements (including pursuant to any applicable procedures under applicable Law, as appropriate), except as would not reasonably be expected to have a Material Adverse Effect.
Employee Benefit Arrangements. (a) Except for employees subject to collective bargaining agreements, until December 31, 2000, Parent shall maintain, or cause the Surviving Corporation to maintain compensation and employee benefits substantially equivalent in the aggregate to those provided by the Company immediately prior to the Effective Time (not taking into account equity-based incentive compensation provided by the Company). Parent agrees that, from and after the Effective Time, Parent will honor or will cause the Surviving Corporation to honor, all obligations under the Listed Plans. Notwithstanding the foregoing, from and after the Effective Time, the Surviving Corporation shall have the right to amend, modify, alter or terminate any Plan to the extent the terms of such Plans permit such action; provided, however, that for a period of no less than 12 months following the Effective Time, the Surviving Corporation shall neither terminate nor adversely amend or modify the Company's severance pay policy in effect as of April 1, 1999, other than with respect to requiring a binding waiver and release from the terminated employee prior to the payment of severance benefits.
(b) Except for employees subject to collective bargaining agreements, for purposes of determining eligibility to participate, vesting and accrual or entitlement to benefits where length of service is relevant under any employee benefit plan of the Parent or the Surviv- ing Corporation, the Employees shall receive service credit for service with the Company and any of its subsidiaries to the same extent such service credit was granted under the Plans, subject to offsets for previously accrued benefits and to no duplication of benefits (except that no such credit shall be applied for benefit accrual or entitlement purposes under defined benefit pension plans). Such employees shall also be given credit for any deductible or co-payment amounts paid in respect of the plan year in which the Effective Time occurs, to the extent that, following the Effective Time, they participate in any Parent Plan for which deductibles or co-payments are required. Parent agrees that it shall also cause each Parent Plan to waive (i) any pre-existing condition restriction which was waived under the terms of any analogous Plan immediately prior to the Effective Time or (ii) waiting period limitation which would otherwise be applicable to an Employee on or after the Effective Time to the extent such Employee had satisfied any similar waiting per...
Employee Benefit Arrangements. (a) For the one-year period immediately following the Effective Time, Parent and the Surviving Company shall provide each employee of the Company and the Company Subsidiaries who remain employed by Parent, the Surviving Company or the Subsidiaries of Parent after the Effective Time (each, a “Covered Employee”) compensation and employee benefits in the aggregate that are substantially similar to the compensation and employee benefits provided to such Covered Employee immediately before the Effective Time, excluding equity and equity based plans and awards of interests in the Operating Partnership provided by the Company and the Company Subsidiaries, as the case may be, to each such Covered Employee immediately prior to the Effective Time; provided, however, that nothing contained in this Section 6.9 (subject to Section 6.9(c)) or elsewhere in the Agreement (including Section 9.9 hereof) shall be construed to prevent, from and after the Effective Time, the termination of employment of any Covered Employee or the amendment or termination of any particular Employee Program in accordance with its terms. Notwithstanding anything in this Agreement to the contrary, following the Effective Time, the employment of the Covered Employees who are covered by a collective bargaining agreement shall in all events be in accordance with the terms and conditions of such agreements.
(b) All service credited to each Covered Employee under the Employee Programs by the Company through the Effective Time shall be recognized by Parent and the Surviving Company for all purposes, including for purposes of eligibility, vesting, benefit accruals (but excluding benefit accrual under any defined benefit pension plan) and level of benefits under any employee benefit plan provided by Parent and the Surviving Company. With respect to any welfare benefit plan established or maintained by Parent or the Surviving Company for the benefit of Covered Employees and their eligible dependants, Parent and the Surviving Company shall waive any pre-existing condition exclusions, eligibility waiting periods, and evidence of insurability requirements (to the same extent such limitations, waiting periods, or evidence of insurability requirements would not have applied under the relevant Employee Program) and provide that any covered expenses incurred on or before the Effective Time in respect of the current plan year by Covered Employees (or any covered dependent of such an employee) shall be taken into ...
Employee Benefit Arrangements. (a) The Company shall, and Parent agrees to cause the Company to, honor and, from and after the Effective Time, the Surviving Corporation to honor, all obligations under the employment and severance agreements to which the Company or any of its subsidiaries is presently a party which are listed in Section 6.05 of the Company Disclosure Schedule. Notwithstanding the foregoing, from and after the Effective Time, the Surviving Corporation shall have the right to amend, modify, alter or terminate any Plan, provided that any such action shall not affect any rights for which the agreement or consent of the other party or a beneficiary is required. Employees of the Surviving Corporation immediately following the Effective Time who immediately prior to the Effective Time were employees of the Company or any Company subsidiary shall be given credit for purposes of eligibility and vesting under each employee benefit plan, program, policy or arrangement of the Parent or the Surviving Corporation in which such employees participate subsequent to the Effective Time for all service with the Company and any Company subsidiary prior to the Effective Time (to the extent such credit was given by the Company or any Company subsidiary) for purposes of eligibility and vesting.
(b) The Company will not take any action which could prevent or impede the termination of the 1995 Long-Term Incentive Compensation Plan, as amended, the 1997 Long-Term Incentive Compensation Plan Stock Incentive Plan and all other Stock Plans and any other plans, programs or arrangements providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any subsidiary of the Company in each case effective prior to the Effective Time. The Company will take all necessary action to (i) ensure that none of Parent, the Company or any of their respective subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any Person, other than Parent or its affiliates, to own any capital stock of the Surviving Corporation or any of its subsidiaries or to receive any payment in respect thereof as of the Effective Time and (ii) obtain all necessary consents so that after the Effective Time, holders of Options will have no rights other
Employee Benefit Arrangements. In order to secure an orderly and effective transition of the employee benefit arrangements for the Transferred Employees and their respective beneficiaries and dependents, Sellers and Purchaser shall cooperate, both before and after the Closing Date, to exchange information related to the Transferred Employees, including employment records and benefits information.
Employee Benefit Arrangements. (a) From and after the Closing Date, Buyer shall cause the Surviving Company Group to, honor all Company Plans in respect of each of the employees (including those employees who are full-time, part-time, temporary, on vacation or on a medical or disability or any other paid or unpaid approved leave of absence) of any member of the Company Group (in each case, as determined as of the Closing Date) and the directors of any member of the Company Group (collectively, the “Company Group Employees”) and compensation arrangements and agreements between a member of the Company Group and any such Company Group Employee, as in effect immediately prior to the Closing Date, for as long as such plan, agreement or other arrangement is in effect.
(b) For a period of not less than one (1) year following the Closing Date, Buyer shall cause the Surviving Company Group to, provide each Company Group Employee who continues employment with a member of the Surviving Company Group or any of its Affiliates with compensation and benefits (including with respect to severance) that are substantially comparable in the aggregate to the compensation and benefits provided to such Company Group Employee immediately prior to the Closing Date in accordance with their terms, excluding for all purposes any equity-based plan, program or arrangement.
(c) Notwithstanding the foregoing, no provision of this Section 6.8, whether express or implied, shall, (i) constitute or create an employment agreement with any Company Group Employee, (ii) be treated as an amendment or other modification of any Company Plan or other existing benefit plan or arrangement, or (iii) limit the right of the Buyer or any member of the Company Group or Surviving Company Group to amend, terminate or otherwise modify, or to cause the Surviving Company Group to amend, terminate or otherwise modify, any Company Plan or other existing benefit plan or arrangement following the Closing Date. Nothing in this Section 6.8 shall create any third party beneficiary rights in any current or former Company Group Employee or any beneficiary or dependent thereof.
(d) The Company, the Sellers and Buyer acknowledge and agree that all provisions contained in this Section 6.8 with respect to Company Group Employees are included for the sole benefit of the Company, the Sellers and Buyer, and that nothing in this Section 6.8, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, includin...
Employee Benefit Arrangements. Section 7.10 of the Company Disclosure Schedule sets forth each employment or severance agreement to which the Company or any Company Subsidiary is presently a party. MergerCo agrees that the Company will honor, and from and after the Effective Time, the Surviving Corporation will honor, all obligations under such employment and severance agreements.
Employee Benefit Arrangements. No Credit Party maintains any employee pension or benefit plan. Each Colombian Branch has been and is in material compliance with all labor, pension fund, health, industrial security and social security obligations required under Colombian law.
Employee Benefit Arrangements. (a) After the Closing Date, all employees of the Company and the Company’s Subsidiaries (“Company Employees”) who are employed by Parent or any Subsidiary of Parent, including the Surviving Company, shall continue to be eligible to participate in any “employee benefit plan”, as defined in Section 3(3) of ERISA (an “Employee Benefit Plan”), of the Company which is continued by Parent, or alternatively shall be eligible to participate in the same manner as other similarly situated employees of Parent or its Subsidiaries in a similar Employee Benefit Plan sponsored or maintained by Parent or in which employees of Parent or its Subsidiaries participate after the Closing Date. With respect to each such Employee Benefit Plan of Parent, service with the Company or any Company Subsidiaries and the predecessor of any of them shall be included for purposes of determining eligibility to participate, vesting (if applicable) and determination of the level of entitlement to benefits under such Employee Benefit Plan. Parent shall, or shall cause its Subsidiaries, as the case may be, to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to all Company Employees under any comparable welfare plan that such Company Employees may be eligible to participate in after the Closing Date, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Closing Date under any comparable welfare plan maintained by the Company for such employees immediately prior to the Closing Date, and (ii) provide each such Company Employee with credit for any co-payments and deductibles paid prior to the Closing Date for the plan year within which the Closing Date occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Closing Date.
(b) At and after the Closing Date, Parent shall cause the Surviving Company or its Affiliates to honor fully, in accordance with their respective terms, all employment agreements, severance agreements, and retention bonus agreements of the Company or any Company Subsidiaries, all of which are listed in Section 6.8(b)(i) of the Company Disclosure Schedule, and such arrangements shall continue to be obligations of the Surviving Company or such Company Subsidiary, as applicable (subject ho...
Employee Benefit Arrangements. As soon as practicable following the ----------------------------- Effective Time, Acquiror shall enroll employees of Target who will become employees of Acquiror in all "employee welfare benefit plans," as such term is defined in Section 3.(1) of ERISA, maintained by Acquiror and shall take such steps as are necessary to ensure that there are no pre-existing condition limitations that apply to any medical, life or disability insurance coverage.