Employees; Employee Benefit Plans Sample Clauses
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Employees; Employee Benefit Plans. (a) Parent shall, or shall cause the Surviving Company and its Subsidiaries to, (i) give those employees who are, as of the Effective Time, employed by the Company and its Subsidiaries (the “Continuing Employees”) full credit under any employee benefit plans or arrangements maintained by Parent, the Surviving Company or any Subsidiary of Parent or the Surviving Company covering such Continuing Employees (other than any defined benefit, cash balance or equity-based plans), including, but not limited to, vacation and paid time off accruals, (collectively, the “Parent Plans”) for such Continuing Employees’ service with the Company or any of its Subsidiaries (or any predecessor entity) to the same extent recognized by the Company and its Subsidiaries; (ii) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any Parent Plan that is a welfare benefit plan that such employees may be eligible to participate in after the Effective Time to the same extent waived by the Company and its Subsidiaries or otherwise not subject to a limitation by the Company and its Subsidiaries; (iii) provide credit under any such welfare plan for any co-payments, deductibles and out-of-pocket expenditures for the remainder of the coverage period during which any transfer of coverage occurs; and (iv) honor in accordance with their terms all employee benefit plans or arrangements maintained by the Company immediately prior to the Effective Time.
(b) From a period of one (1) year from and after the Effective Time, and subject to the immediately following sentence, Parent shall, or shall cause the Surviving Company and its Subsidiaries to, provide to the Continuing Employees compensation and benefit arrangements that are no less favorable in the aggregate than the compensation and benefit arrangements that are provided to similarly situated employees of Parent; provided, however, that in no event shall such Continuing Employees compensation and benefit arrangements be less favorable in the aggregate than such Continuing Employees’ current compensation and benefit arrangements. As soon as practicable after the Effective Time, Parent shall, or shall cause the Surviving Company and its Subsidiaries to, cause the Continuing Employees to commence participation in such Parent Plans as are provided to similarly situated employees of Parent. From and after the Effectiv...
Employees; Employee Benefit Plans. (a) Parent shall, or shall cause the Surviving Company and its Subsidiaries to, (i) give those employees who are, as of the Effective Time, employed by the Company and its Subsidiaries (the “Continuing Employees”) full credit for purposes of eligibility, vesting and benefit accruals under any employee benefit plans or arrangements maintained by Parent, the Surviving Company or any Subsidiary of Parent or the Surviving Company (collectively, the “Parent Plans”) for such Continuing Employees’ service with the Company or any of its Subsidiaries (or any predecessor entity) to the same extent recognized by the Company and its Subsidiaries; (ii) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any Parent Plan that is a welfare benefit plan that such employees may be eligible to participate in after the Effective Time; (iii) provide credit under any such welfare plan for any co-payments, deductibles and out-of-pocket expenditures for the remainder of the coverage period during which any transfer of coverage occurs; provided, however, that no such service shall be recognized to the extent such recognition would result in the duplication of benefits; and (iv) honor in accordance with their terms all employee benefit plans or arrangements maintained by the Company immediately prior to the Effective Time.
(b) As soon as administratively practicable after the Effective Time but no later than December 31, 2006, and subject to the immediately following sentence, Parent shall, or shall cause the Surviving Company and its Subsidiaries to, provide to the Continuing Employees compensation and benefit arrangements that are no less favorable in the aggregate than the compensation and benefit arrangements that are provided to similarly situated employees of Parent. As soon as practicable after the Effective Time, Parent shall, or shall cause the Surviving Company and its Subsidiaries to, cause the Continuing Employees to commence participation in such Parent Plans as are provided to similarly situated employees of Parent. From and after the Effective Time, Parent and the Surviving Company shall keep in full force and effect, and comply with the terms and conditions of, any agreement in effect as of the date of this Agreement between or among the Company or any of its Subsidiaries and any of its or their employees relating to severance pay or si...
Employees; Employee Benefit Plans. (a) Except as set forth on Section 3.21(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary thereof is a party to or bound by any collective bargaining agreement or other similar agreement, and there are no labor unions or other organizations representing, purporting to represent or attempting to represent any employees employed by the Company or any Subsidiary in their capacities as such. Within the past three (3) years, there has not occurred or, to the Knowledge of Holdings or to the Knowledge of the Company, been threatened any attempt by any labor union or other labor organization to organize any employees of the Company or the Subsidiaries, any strike, slowdown, picketing, work stoppage, concerted refusal to work overtime, or other similar labor activity with respect to any employee of the Company or any Subsidiary, and to the Knowledge of Holdings and to the Knowledge of the Company, no event has occurred or circumstance exists that may provide the basis of any strike, slowdown, picketing, work stoppage, concerted refusal to work overtime, employee union organizing or election activities, or other similar labor activity. Except as set forth on Section 3.21(a) of the Company Disclosure Schedule, there are no pending, recently resolved (i.e., within the past three (3) years) or, to the to the Knowledge of Holdings or to the Knowledge of the Company, threatened material employment disputes, claims, investigations, hearings, audits, reviews, abatement programs, settlements, grievances, mediations, arbitrations, or complaints currently subject to any grievance procedure, arbitration, litigation, internal or external investigation, or any other proceeding against the Company or any of the Subsidiaries. The Company and each Subsidiary have complied in all material respects with all applicable Laws pertaining to the employment or termination of employment of its employees, including all such laws relating to classification of employees and independent contractors, equal employment opportunities, fair employment practices, civil rights, affirmative action, background checking, verification of employment eligibility, immigration, labor relations, occupational health and safety, the payment and withholding of taxes, maintenance of workers’ compensation insurance and unemployment tax registration, prohibited discrimination, wages, hours, and overtime, working conditions, employee leave, and other similar employment activities. The Comp...
Employees; Employee Benefit Plans. (a) Sellers have made available to Buyer a list, as of March 31, 2021 (the “Specified Employee Census”), (i) of each employee of Sellers or their Affiliates who are providing services to the Spending Account Business on a dedicated basis as of such date (the “Specified Employees”) and (ii) which includes for each Specified Employee the individual’s title or position, employing entity, hire date, years of credited service, work location, base salary, target annual cash bonus opportunity for the 2021 fiscal year, actual cash bonus payment for the 2020 fiscal year, outstanding retention or transaction bonus, accrued vacation, full-time or part-time status, and exempt or non-exempt classification. Each Specified Employee is currently employed by the entity listed in the Specified Employee Census. Except for any services pursuant to the Transition Services Agreement, the services provided by the Specified Employees constitute all of the services reasonably required to conduct and operate the Spending Account Business in the same manner as of the Closing Date, in all material respects, as conducted by MII Life and SamCo as of the date hereof.
(b) Sellers and their Affiliates (with respect to the Spending Account Business, the Acquired Assets and the Specified Employees) are and since December 31, 2017 have been in compliance in all material respects with all Applicable Laws relating to labor, the hiring of employees and the employment of the Specified Employees, including provisions thereof relating to wages and hours (including the classification of employees as “exempt” or “non-exempt” from overtime under Applicable Law and meal and rest breaks), collective bargaining, plant closings and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (the “WARN Act”)), employment discrimination, equal opportunity, civil rights, safety and health, workers’ compensation, unemployment insurance, pay equity, classification of employees and independent contractors, and the collection and payment of withholding and/or social security Taxes. Sellers and their Affiliates have, with respect to each Specified Employee, met all requirements required by Applicable Law or regulation relating to the employment of foreign citizens, including requirements of Form I-9, and, to the Knowledge of Sellers, each Specified Employee is permitted to work in the jurisdiction in which such Person is employed. Sellers and their Affiliates...
Employees; Employee Benefit Plans. (a) Section 4.11(a) of the H▇▇▇▇▇ United Disclosure Schedule contains a true and complete list of each “employee benefit plan” (within the meaning of ERISA, including multiemployer plans within the meaning of ERISA Section 3(37)), stock purchase, stock option, severance, employment, loan, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transaction contemplated by this Agreement or otherwise) under which any current or former employee, director or independent contractor of H▇▇▇▇▇ United or any of its Subsidiaries has any present or future right to benefits and under which H▇▇▇▇▇ United or any of its Subsidiaries has any present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the “H▇▇▇▇▇ United Benefit Plans.”
(b) With respect to each H▇▇▇▇▇ United Benefit Plan, H▇▇▇▇▇ United has delivered to TD Banknorth a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination letter, if applicable; (iii) any summary plan description provided by H▇▇▇▇▇ United or any of its Subsidiaries to their employees concerning the extent of the benefits provided under a H▇▇▇▇▇ United Benefit Plan; and (iv) for the most recent year (A) the Form 5500 and attached schedules, (B) audited financial statements and (C) actuarial valuation reports.
(c) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on H▇▇▇▇▇ United, (i) each of the H▇▇▇▇▇ United Benefit Plans has been established and administered in accordance with its terms, and in compliance with the applicable provisions of ERISA, the Code and other applicable laws, rules and regulations; (ii) each H▇▇▇▇▇ United Benefit Plan which is intended to be qualified within the meaning of Code Section 401(a) has received a favorable determination letter as to its qualification, and nothing has occurred, whether by action or failure to act, that would reasonably be expected to cause the loss of such qualification; (iii) no “reportable event” (as such term is d...
Employees; Employee Benefit Plans a. Except as disclosed in writing, to the Knowledge of each Party: (i) no employee of such Party is subject to any nondisclosure or noncompetition agreement or any other agreement or restriction of any kind that would impede the ability of such employee to carry out fully all activities of such employee in furtherance of its business, except as would not have a Material Adverse Effect; and (ii) no employee or former employee of such Party has any claim with respect to any Intellectual Property Rights of the Party.
b. Each Party has provided to the other Party a listing of each employee of the Party and such employee’s respective position, title, leave status, service years, and remuneration since September 1, 2019.
c. Each Party has provided to the other Party a complete and correct list of all Employee Benefit Plans in which such Party’s employees participate. Each Party has delivered or made available to the other Party documents that set forth the terms of each Employee Benefit Plan and other information, documents or reports which describe the terms of or obligations under any such plan.
d. No liability under Title IV of ERISA has been incurred or to the Knowledge of each Party is reasonably expected to be incurred as of the Closing Date by such Party (other than liability for premiums due to the Pension Benefit Guaranty Corporation), except as would not have a Material Adverse Effect. The Pension Benefit Guaranty Corporation has not instituted proceedings to terminate any Employee Benefit Plan of each Party that is subject to Title IV of ERISA. None of such Employee Benefit Plans has incurred an “accumulated funding deficiency” (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived. Each Party has not engaged in, or is a successor or affiliate of an entity that has engaged in, a transaction which is described in Section 4069 or Section 4212(c) of ERISA.
e. During the ten (10) year period immediately preceding the Closing Date, each Party has not participated in or contributed to, or had any obligation to contribute to, any “multiemployer plan” (as defined in ERISA Section 3(37)). Such Party has not made or incurred, and the transactions contemplated by this Agreement will not result in the Party making or incurring, a “complete withdrawal” or a “partial withdrawal,” as such terms are respectively defined in Sections 4203 and 4205 of ERISA that would result in the incurrence of any liability by the Party, and the Party ...
Employees; Employee Benefit Plans. (a) Schedule 3.7(a) of the Company Disclosure Schedule accurately sets forth, with respect to each employee of the Company or any Subsidiary (including any employee of the Company or any Subsidiary who is on a leave of absence): (i) the name of such employee and the date as of which such employee was originally hired by the Company or any Subsidiary; (ii) such employee’s title; (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director’s fees, fringe benefits, bonuses, profit sharing payments, incentive compensation and other payments or benefits of any type) received by such employee from the Company or any Subsidiary with respect to services performed in 2003; (iv) such employee’s annualized compensation as of December 31, 2004; and (v) such employee’s citizenship status (whether such employee is a U.S. citizen or otherwise) and, with respect to non-U.S. citizens, identifies the visa or other similar permit under which such employee is working for the Company or any Subsidiary and the dates of issuance and expiration of such visa or other permit.
(b) Except as disclosed on Schedule 3.7(b)(i) of the Company Disclosure Schedule, the employment of the Company’s and each Subsidiary’s employees is terminable by the Company or the applicable Subsidiary at will. Except as disclosed on Schedule 3.7(b)(ii) of the Company Disclosure Schedule, neither the Company nor any Subsidiary uses, or has used during the two years preceding the date hereof, the services of any independent contractors.
(c) Schedule 3.7(c) of the Company Disclosure Schedule identifies each salary, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, termination pay, medical or life insurance, supplemental unemployment benefits, retirement, savings, profit-sharing or pension plan, program or agreement (collectively, the “Plans”) sponsored, maintained, contributed to or required to be contributed to by the Company or any ERISA Affiliate (as defined below) for the benefit of any employee of the Company or any ERISA Affiliate. As of the date hereof, neither the Company nor any ERISA Affiliate intends or has committed to establish or enter into any new Plan, and, except as may be required by applicable law and except as set forth on Schedule 3.7(c) of the Company Disclosure Schedule, to amend or modify any Plan. Except as set forth in Schedule 3.7(c) of the Company Disclosure Schedule, none of the Plans are subj...
Employees; Employee Benefit Plans. 44 7.8. Indemnification; Directors' and Officers' Insurance............................... 47 7.9.
Employees; Employee Benefit Plans. (a) Section 3.12(a) of the Company Disclosure Schedule contains a true, correct and complete list of each material Plan. For purposes of this Agreement, the term “Plan” shall mean (x) each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA and including multiemployer plans within the meaning of ERISA Section 3(37)), and (y) each stock purchase, stock option, restricted stock unit, other equity or equity based, severance, retention, consulting, employment, employee loan, change-in-control, benefit, fringe benefit, bonus, incentive, deferred compensation, commission, restricted stock, health and welfare, medical, dental, vision, prescription, perquisite, disability, or sick leave benefit, post-employment or retirement (including compensation, pension, health, medical or insurance benefits), supplemental retirement, retiree medical, life insurance plans and each other employee compensation or benefit plan, Contract, agreement, program, policy or other arrangement, whether or not subject to ERISA, whether oral or written, under which (i) any current or former employee, officer, director, consultant or independent contractor of the Company or any of its Subsidiaries (“Company Employees”) has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of its Subsidiaries or (ii) under which the Company or any of its Subsidiaries has any present or future material liability (contingent or otherwise).
(b) With respect to each material Plan, the Company has delivered to Parent or made available a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (i) any related trust agreement or any other funding instrument; (ii) the most recent Internal Revenue Service determination or opinion letter, if applicable; (iii) any summary plan description and other material written communications by the Company or any of its Subsidiaries to Company Employees concerning the extent of the benefits provided (or to be provided); and (iv) the most recent (a) Form 5500 and attached schedules, (b) audited financial statements and (c) actuarial valuation reports; (v) any material or non-routine notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Entity re...
Employees; Employee Benefit Plans. (a) Section 4.11(a) of the Maxtor Disclosure Schedule sets forth a true and complete list or description of each employee benefit plan, arrangement, policy, program or agreement and any amendments or modifications thereof (including, without limitation, all stock purchase, stock option, stock incentive, severance, employment, change-in-control, health/welfare plans, fringe benefit, bonus, incentive, deferred compensation, pension and other agreements, programs, policies and arrangements, whether formal or informal, oral or written, whether or not subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) other than any of the foregoing that are required to be contributed to or maintained pursuant to applicable law outside the jurisdiction of the United States, and (i) that is sponsored by, or maintained or contributed to as of the date of this Agreement by Maxtor or any of its Subsidiaries or by any trade or business related thereto, whether or not incorporated (an “ERISA Affiliate”), all of which, together with Maxtor, would be deemed a “single employer” within the meaning of Section 4001 of ERISA or (ii) in respect of which Maxtor or any of its ERISA Affiliates has had or has any present or future liability (collectively, the “Plans”).
(b) Except as set forth in Section 4.11(b) of the Maxtor Disclosure Schedule, no Plan is maintained outside the jurisdiction of the United States, or covers any current or former employee, director or independent contractor residing or working outside the United States (any such Plan set forth in Section 4.11(b) of the Maxtor Disclosure Schedule, a “Foreign Plan”). With respect to any Foreign Plans, (i) all Foreign Plans have been established, maintained and administered, in all material respects, in compliance with their terms and all applicable statutes, laws, ordinances, rules, orders, decrees, judgments, writs and regulations of any controlling Governmental Entity, (ii) all Foreign Plans that are required to be funded are fully funded, and with respect to all other Foreign Plans, adequate reserves therefor have been established on the accounting statements of Maxtor or its Subsidiaries, and (iii) no material liability or obligation of Maxtor or any of its Subsidiaries exists with respect to such Foreign Plans that has not been disclosed in Section 4.11(b) of the Maxtor Disclosure Schedule.
(c) Except as publicly disclosed as an exhibit in the Maxtor SEC Reports filed prior to the date hereof ...