Employee Plans and Benefit Arrangements Clause Samples

Employee Plans and Benefit Arrangements. (a) From and after the Effective Time, subject to applicable law, the Surviving Corporation and its subsidiaries will honor obligations of the Company and its Subsidiaries incurred prior to the Effective Time under all existing Employee Plans and Benefit Arrangements (as defined in Section 3.14). (b) MergerSub agrees that, for at least one year from the Effective Time, subject to applicable law, the Surviving Corporation and its Subsidiaries will provide benefits to their employees which will, in the aggregate, be comparable to those currently provided by the Company and its subsidiaries to their employees. Notwithstanding the foregoing, nothing herein shall obligate or require the Surviving Corporation or any of its subsidiaries to provide its employees with a plan or arrangement similar to any equity based compensation plans currently maintained by the Company and nothing herein shall otherwise limit the Surviving Corporation's right to amend, modify or terminate any Employee Plan or Benefit Arrangement, as defined in Section 3.14. (c) It is MergerSub's current intention to maintain the Surviving Corporation's headquarters at its present location or another location in the greater Philadelphia area.

Employee Plans and Benefit Arrangements. (a) From and after the Effective Time, subject to applicable Law, CNT shall cause the Surviving Corporation and its Subsidiaries to honor the obligations to participants and beneficiaries incurred prior to the Effective Time under those Company Compensation and Benefit Plans that immediately prior to the Effective Time are sponsored by the Company or any of its Subsidiaries. From and after the Effective Time, CNT shall cause the Surviving Corporation and its Subsidiaries to reimburse SPX for the costs under those Company Compensation and Benefit Plans that immediately prior to the Effective Time are sponsored by SPX to the same extent that such reimbursement occurred prior to the Effective Time, except that neither CNT nor the Surviving Corporation and its Subsidiaries shall have any obligation after the Effective Time to SPX with respect to any retiree medical plan or defined benefit pension plan; and provided, however, that, with respect to short-term disability benefits, CNT may, by written notice to SPX prior to the Effective Time, agree to cause the Surviving Corporation to assume any and all obligations and liabilities of SPX to provide such benefits following the Effective Time.

Employee Plans and Benefit Arrangements. (a) From and after the Effective Time, subject to applicable law, the Surviving Corporation and its subsidiaries will honor obligations of the Company and its subsidiaries incurred prior to the Effective Time under all existing Employee Plans and Benefit Arrangements and International Plans (as defined in Section 3.14). (b) MergerSub agrees that, for at least one year from the Effective Time, subject to applicable law, the Surviving Corporation and its Subsidiaries will provide benefits to their employees which will, in the aggregate, be comparable to those currently provided by the Company and its subsidiaries to their employees. Notwithstanding the foregoing, nothing herein shall obligate or require the Surviving Corporation or any of its subsidiaries to provide its employees with a plan or arrangement similar to the equity-based compensation plans currently maintained by the Company and nothing herein shall limit the Surviving Corporation's right to amend, modify or terminate any Employee Plan or Benefit Arrangement, as defined in Section 3.14. (c) It is MergerSub's current intention to maintain the Surviving Corporation's headquarters at its present location or another location in the greater St. Louis area.

Employee Plans and Benefit Arrangements. 4.9.1 The Seller's Disclosure Schedule sets forth a true and complete list of all the following: (i)each "employee benefit plan," as such term is defined in Section 3(3) of ERISA related to any Employee or any beneficiaries or dependents of any Employee (each an "Employee Plan"), and (ii)each other plan, program, policy, contract or arrangement providing for bonuses, pensions, deferred compensation, stock or stock-related awards, severance pay, salary continuation or similar benefits, hospitalization, medical, dental or disability benefits, life insurance or other employee benefits, or compensation to or for any Employee or any beneficiaries or dependents of any Employee, whether or not insured or funded, (A)pursuant to which Seller has any material liability or (B)constituting an employment or severance agreement or arrangement with any Employee (each, a "Benefit Arrangement"). Seller has used its reasonable efforts to make available to Buyer with respect to each Employee Plan and Benefit Arrangement: (i)a true and complete copy of all written documents, including amendments, comprising such Employee Plan or Benefit Arrangement or, if there is no such written document, an accurate and complete description of such Employee Plan or Benefit Arrangement; (ii)all Form 5500s or Form 5500-Cs (including all schedules thereto), if applicable; (iii)the most recent financial statements and actuarial reports, if any; (iv)the summary plan description currently in effect and all material modifications thereof, if any; and (v)the most recent IRS determination letter, if any; and (vi)filings with the Department of Labor, including, but not necessarily limited to, "top hat" filings pursuant to Department of Labor Regulation Section 2520.104-23, if any. Any such Employee Plans and Benefit Arrangements not so provided are not in the aggregate material to the Purchased Assets or the Business. 4.9.2 (i) Seller has established and maintained in all material respects each Employee Plan and Benefit Arrangement in accordance with its terms and in material compliance with all applicable laws, including, but not limited to, ERISA and the Code; and (ii)to Seller's Knowledge, any third party trustee has complied in all material respects in the maintenance of each Employee Plan and Benefit Arrangement with all applicable laws and requirements. None of Seller, nor, to Seller's Knowledge, any of Seller's Employees, nor any other disqualified Person or party-in-interest with respect to a...

Employee Plans and Benefit Arrangements. (a) From and after the Effective Time, subject to applicable Law, Media Metrix shall cause the Surviving Corporation to honor the obligations of Jupiter and its Subsidiaries incurred prior to the Effective Time under all existing Jupiter Compensation and Benefit Plans. (b) Media Metrix shall cause the Surviving Corporation to grant to all individuals who are, as of the Effective Time, active employees of Jupiter or any of its Subsidiaries credit for all service with Jupiter, any of its present and former Subsidiaries, any other affiliate of Jupiter and their respective predecessors (collectively, the "Jupiter Affiliated Group") prior to the Effective Time for purposes of eligibility and vesting (but not benefit accrual) under the employee benefit plans of Media Metrix and its Subsidiaries in which such employees commence to participate after the Effective Time, but only to the extent that (i) such prior service was credited by Jupiter for similar purposes prior to the Effective Time and (ii) prior service is recognized by Media Metrix in respect of employees other than the employees of the Jupiter Affiliated Group. Any employee benefit plan which provides medical, dental or life insurance benefits after the Effective Time to any individual who is an active employee of the Jupiter Affiliated Group as of the Effective Time or a dependent thereof shall, with respect to such individuals, waive any waiting periods and any pre-existing conditions and actively-at-work exclusions to the extent so waived under present policy of the Jupiter Affiliated Group and shall provide that any expenses incurred on or before the Effective Time by such individuals shall be taken into

Employee Plans and Benefit Arrangements. 5.10.1 The SP Companies' Disclosure Schedule sets forth a true and complete list of all the following: (i) each "employee benefit plan," as such term is defined in Section 3(3) of ERISA (each an "Employee Plan"), and (ii) each other plan, program, policy, contract or arrangement providing for bonuses, pensions, deferred compensation, stock or stock-related awards, severance pay, salary continuation or similar benefits, hospitalization, medical, dental or disability benefits, life insurance or other employee benefits, or compensation to or for any current or former officers, directors, employees, agents, or independent contractors of either of the SP Companies ("Employees") or any beneficiaries or dependents of any Employee, whether or not insured or funded, (A) pursuant to which either of the SP Companies has any material liability or (B) constituting an employment or severance agreement or arrangement with any officer or director of either of the SP Companies (each, a "Benefit Arrangement"). The SP Companies have used their reasonable efforts to provide to Buyer with respect to each Employee Plan and Benefit Arrangement: (i) a true and complete copy of all written documents, including amendments, comprising such Employee Plan or Benefit Arrangement or, if there is no such written document, an accurate and complete description of such Employee Plan or Benefit Arrangement; (ii) all Form 5500s or Form 5500-Cs (including all schedules thereto), if applicable; (iii) the most recent financial statements and actuarial reports, if any; (iv) the summary plan description currently in effect and all material modifications thereof, if any; and (v) the most recent IRS determination letter, if any; and (vi) filings with the Department of Labor, including, but not necessarily limited to, "top hat" filings pursuant to Department of Labor Regulation Section 2520.104-23, if any. Any such Employee Plans and Benefit Arrangements not so provided are not material to either of the SP Companies. (i) The SP Companies have established and maintained in all material respects each Employee Plan and Benefit Arrangement in accordance with its terms and in material compliance with all applicable laws, including, but not limited to, ERISA and the Code; and (ii) to the Warranting Parties' Knowledge, any third party trustee has complied in all material respects in the maintenance of each Employee Plan and Benefit Arrangement with all applicable laws and requirements. To the Warranting Par...

Employee Plans and Benefit Arrangements. Not less than 15 days prior to the execution of this Agreement, ▇▇.

Employee Plans and Benefit Arrangements. Schedule 3.9 identifies each Employee Plan and Benefit Arrangement that is entered into, maintained, administered or contributed to, as the case may be, by the Company or any of its Subsidiaries or under which any of them has any material liability or obligation (collectively, the "COMPANY'S BENEFITS"). Except as set forth on Schedule 3.9: (a) None of the Employee Plans is a multiemployer plan, as defined in Section 3(37) of ERISA ("MULTIEMPLOYER PLANS"), and neither the Company nor any Subsidiary has withdrawn in a complete or partial withdrawal from any Multiemployer Plan, nor has any of

Employee Plans and Benefit Arrangements. The Subject Companies and the Owners shall terminate all Employee Plans and Benefit Arrangements of each Subject Company, with the exception of the Defined Benefit Plan, and shall provide CBIZ and Buyer with evidence of such termination, at or prior to the Closing. The Sellers, jointly and severally, shall be responsible for the payment of (i) all salaries, wages, benefits, bonuses, overtime, sick and personal days, severance pay, pension contributions and all other amounts owing to the Owners and the other current and former shareholders or employees of each Subject Company through the Effective Date, together with all amounts due for payroll, employment, social security and other taxes in respect thereto, (ii) all amount and other benefits payable at any time, whether before, as of or after the Effective Date, pursuant to any Employee Plan or Benefit Arrangement, and (iii) all amounts payable at any time, whether before, as of or after the Effective Date, with respect to the liabilities described on Schedule 4.18(f) and any Defined Benefit Plan liabilities; and each of the Sellers hereby releases Buyer, CBIZ and MC FOS from any liability with respect to any such amounts. After the Closing Date, each Seller shall pay directly to each of the employees and former employees of the Subject Companies that portion of all benefits (including pursuant to the Employee Plans and Benefit Arrangements) that has been accrued on behalf of and is payable to that employee or former employee (or is attributable to expenses properly incurred by that employee or former employee) as of the Effective Date, and none of CBIZ, Buyer, MC FOS or any other Affiliated Company shall assume any liability therefor. None of CBIZ, Buyer, MC FOS or any other Affiliated Company shall be liable for any claim for insurance, reimbursement or other benefits payable by reason of any event that occurs on or prior to the Effective Date, including, without limitation, severance, deferred compensation or any pension obligations. On the Effective Date, the employees of all Subject Companies shall cease to be eligible to participate in and accrue further benefits under the Employee Plans and Benefit Arrangements.