Insurance and Employee Benefit Plans Clause Samples

Insurance and Employee Benefit Plans. To the extent it is able to do under its then current plans and policies, Tecogen will include ADG Energy as a covered entity under its liability, property and casualty, workers compensation and other applicable business insurance policies. The costs of these insurance programs will be charged to ADG Energy on an actual cost basis when available, or in the case of general insurance be allocated to ADG Energy for it’s pro rata share of the premiums. Management of the plans will be carried out jointly by both companies and with no charge to each other.
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Insurance and Employee Benefit Plans. ▇▇▇▇▇▇▇ will be entitled to have group term and other term life insurance maintained on his life by the Subsidiaries, the beneficiary of which ▇▇▇▇▇▇▇ will be allowed to designate, at least in such amounts as are in good faith determined to be consistent with the office of the Chief Executive Officer of Parent and his offices with the Subsidiaries. Such life insurance policy, or any successor policy or policies thereto, will not be terminated by the Subsidiaries without first offering ▇▇▇▇▇▇▇ the right to purchase the same at the cash surrender value thereof, if any. ▇▇▇▇▇▇▇ will also be entitled to participate in any of the employee compensation and pension and welfare benefit plans and arrangements in which senior management or executive employees of Parent or the Subsidiaries participate from time to time (including without limitation, retirement plans and supplemental arrangements; sick pay plans and medical expense and medical reimbursement plans; disability benefit and accident insurance plans; and employee discount and loan programs, employee savings and investment plans and stock ownership plans (collectively, the "EMPLOYEE PLANS")), as the same may be modified, supplemented or replaced without material reduction in total value of the benefits to ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ will participate in such Employee Plans at a level to be fixed from time to time (i) in the case of Employee Plans sponsored by Parent, by the Board of Parent, or (ii) in the case of Employee Plans sponsored by the Subsidiaries, by the Board of the Subsidiary sponsoring such Employee Plan, with the concurrence of the Board of Parent; such participation may be more favorable but shall in no event be less favorable than the participation of any other similarly situated participant. ▇▇▇▇▇▇▇ will participate in an existing or new supplemental executive retirement plan ("SERP") established and maintained by Parent or the Subsidiaries that will provide, together with any other retirement benefits received by ▇▇▇▇▇▇▇ under any Retirement Plans (as defined below), ▇▇▇▇▇▇▇ with annual retirement benefits in an amount equal to: (i) thirty-five percent (35%) of ▇▇▇▇▇▇▇'▇ final annual salary if ▇▇▇▇▇▇▇ retires prior to attaining age sixty-five (65); or (ii) fifty percent (50%) of ▇▇▇▇▇▇▇'▇ final annual salary if ▇▇▇▇▇▇▇ retires at or after attaining age sixty-five (65); provided, that ▇▇▇▇▇▇▇'▇ entitlement to the benefits provided under the SERP shall vest upon the completion by ▇▇▇▇▇▇▇ of thirty (30)...
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Insurance and Employee Benefit Plans. Cole ▇▇▇l be entitled to have group term and other term life insurance maintained on his life by the Subsidiaries, the beneficiary of which Cole ▇▇▇l be allowed to designate, at least in such amounts as are currently maintained on his life on the Effective Date. Such life insurance policy, or any successor policy or policies thereto, will not be terminated by the Subsidiaries without first offering Cole ▇▇▇ right to purchase the same at the cash surrender value thereof, if any. Cole ▇▇▇l also be entitled to participate in any of the employee compensation and pension and welfare benefit plans and arrangements in which senior management or executive employees of the Subsidiaries participate from time to time (including without limitation, retirement plans and supplemental arrangements; sick pay plans and medical expense and medical reimbursement plans; disability benefit and accident insurance plans; and employee discount and loan programs, employee savings and investment plans and stock ownership plans (collectively, the "EMPLOYEE PLANS")), as the same may be modified, supplemented or replaced without material reduction in total value of the benefits to Cole. ▇▇le ▇▇▇l participate in such Employee Plans at a level to be fixed from time to time by the Board of Directors of each of the Subsidiaries, with the concurrence of the Board of Directors of the Parent; such participation may be more favorable but shall in no event be less favorable than the participation of any other similarly situated participant. It is the Parent's current intention to obtain (prior to June 30, 1999) collateral assignment split-dollar life insurance in the amount of $4 million for Cole. ▇▇en such split-dollar insurance has been put into place, the obligation to maintain separate group term and other term life insurance will terminate.
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Related to Insurance and Employee Benefit Plans

  • ERISA and Employee Benefits Matters (A) To the knowledge of the Company, no “prohibited transaction” as defined under Section 406 of ERISA or Section 4975 of the Code and not exempt under ERISA Section 408 and the regulations and published interpretations thereunder has occurred with respect to any Employee Benefit Plan. At no time has the Company or any ERISA Affiliate maintained, sponsored, participated in, contributed to or has or had any liability or obligation in respect of any Employee Benefit Plan subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA, or Section 412 of the Code or any “multiemployer plan” as defined in Section 3(37) of ERISA or any multiple employer plan for which the Company or any ERISA Affiliate has incurred or could incur liability under Section 4063 or 4064 of ERISA. No Employee Benefit Plan provides or promises, or at any time provided or promised, retiree health, life insurance, or other retiree welfare benefits except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state law. Each Employee Benefit Plan is and has been operated in material compliance with its terms and all applicable laws, including but not limited to ERISA and the Code and, to the knowledge of the Company, no event has occurred (including a “reportable event” as such term is defined in Section 4043 of ERISA) and no condition exists that would subject the Company or any ERISA Affiliate to any material tax, fine, lien, penalty or liability imposed by ERISA, the Code or other applicable law. Each Employee Benefit Plan intended to be qualified under Code Section 401(a) is so qualified and has a favorable determination or opinion letter from the IRS upon which it can rely, and any such determination or opinion letter remains in effect and has not been revoked; to the knowledge of the Company, nothing has occurred since the date of any such determination or opinion letter that is reasonably likely to adversely affect such qualification; (B) with respect to each Foreign Benefit Plan, such Foreign Benefit Plan (1) if intended to qualify for special tax treatment, meets, in all material respects, the requirements for such treatment, and (2) if required to be funded, is funded to the extent required by applicable law, and with respect to all other Foreign Benefit Plans, adequate reserves therefor have been established on the accounting statements of the applicable Company or subsidiary; (C) the Company does not have any obligations under any collective bargaining agreement with any union and no organization efforts are underway with respect to Company employees. As used in this Agreement, “Code” means the Internal Revenue Code of 1986, as amended; “Employee Benefit Plan” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA, including, without limitation, all stock purchase, stock option, stock-based severance, employment, change-in-control, medical, disability, fringe benefit, bonus, incentive, deferred compensation, employee loan and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, under which (x) any current or former employee, director or independent contractor of the Company or its subsidiaries has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of its respective subsidiaries or (y) the Company or any of its subsidiaries has had or has any present or future obligation or liability; “ERISA” means the Employee Retirement Income Security Act of 1974, as amended; “ERISA Affiliate” means any member of the company’s controlled group as defined in Code Section 414(b), (c), (m) or (o); and “Foreign Benefit Plan” means any Employee Benefit Plan established, maintained or contributed to outside of the United States of America or which covers any employee working or residing outside of the United States.

  • Employee Benefit Plans (i) For a period of one year after the Closing, Parent shall either (A) cause the Surviving Corporation to continue to sponsor and maintain the Company Benefit Plans, or (B) provide benefits to the employees of the Company who continue to be employed by the Surviving Corporation (the “Company Employees”) and their eligible dependents under employee benefit plans, programs, policies or arrangements that in the aggregate are no less favorable than those benefits provided to the Company Employees and their eligible dependents by the Company immediately prior to the Closing Date. Except to the extent necessary to avoid duplication of benefits, Parent shall recognize (or cause to be recognized) service with the Company and any predecessor entities (and any other service credited by the Company under similar benefit plans) for purposes of vesting, eligibility to participate, severance and vacation accrual under employee benefit plans or arrangements maintained by Parent, the Surviving Corporation or any subsidiary of Parent, if any, in which the Company employees are eligible to participate following the Closing. If Parent offers health benefits to the Company Employees or their eligible dependents under a group health plan that is not a Company Benefit Plan that was in effect on the Closing Date, Parent shall (x) waive any pre-existing condition exclusion under such group health plan to the extent coverage existed for such condition under the corresponding Company Benefit Plan covering such Company Employee or eligible dependent on the Closing Date and (y) credit each Company Employee and eligible dependent with all deductible payments and co-payments paid by such Company Employee or eligible dependent during the current plan year under any Company health plan covering such Company Employee or eligible dependent prior to the Closing Date for purposes of determining the extent to which any such Company Employee or eligible dependent has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any health plan for such plan year. (ii) For a period of one year after the Closing Date, Parent shall cause the Company to maintain any severance pay plan, policy or agreement of the Company in effect as of the Closing Date on terms no less favorable to any person employed by the Company on the Closing Date than the terms of such plan on the date of this Agreement. Parent shall cause the Company to pay to any person employed by the Company on the Closing Date who becomes eligible to receive a severance payment under such severance pay plan or policy of the Company at any time after the Closing Date and prior to the first anniversary thereof an amount equal to the greater of (A) the severance amount payable to such employee under such severance pay plan or policy of the Company and (B) the severance amount that would be payable to a comparable employee of Parent under Parent’s severance program then in effect. (iii) After the Closing Date, Parent shall cause the Surviving Corporation to honor all obligations under all of the employment, severance, consulting and similar agreements of the Company existing on the date hereof. (iv) Nothing herein shall be construed as giving any employee of the Company any right to continued employment after the Closing Date.

  • Employees and Employee Benefit Plans The Purchaser does not (a) have any paid employees or (b) maintain, sponsor, contribute to or otherwise have any Liability under, any Benefit Plans.

  • Employee Benefit Matters (a) Parent agrees that, effective as of the Effective Time and for a one year period following the Effective Time, Parent shall provide, or cause Acquisition and its subsidiaries and successors to provide, those persons who, immediately prior to the Effective Time, were employees of the Company and its subsidiaries and who continue in such employment ("Continuing Employees"), with benefits and compensation no less favorable in the aggregate to benefits and compensation that are provided to the Continuing Employees as of the date of this Agreement. (b) Except with respect to accruals under any defined benefit pension plan, at such time as a Continuing Employee is provided benefits under the benefit plans or arrangements of Parent or the Surviving Corporation, or any subsidiary of Parent or the Surviving Corporation, Parent will, or will cause the Surviving Corporation and its subsidiaries to, give such Continuing Employee full credit for purposes of eligibility and vesting under such employee benefit plans or arrangements maintained by Parent, Acquisition or any subsidiary of Parent or Acquisition for such Continuing Employees' service with the Company or any subsidiary of the Company to the same extent recognized by the Company at such time. Parent will, or will cause the Surviving Corporation and its subsidiaries to, (i) waive all limitations as to preexisting conditions (except to the extent that such limitations were not waived under the Company's then-existing welfare plans), exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any welfare plan that such employees may be eligible to participate in after the Effective Time, and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time to the same extent as if those deductibles or co-payments had been paid under the welfare plans for which such employees are eligible after the Effective Time. (c) Parent and Acquisition (i) to cause Acquisition after consummation of the Merger contemplated by this Agreement to assume, honor, and pay all amounts provided under, all Company Employee Plans in accordance with their terms, and (ii) to honor and to cause Acquisition to honor, all rights, privileges and modifications to or with respect to any such Company Employee Plans that become effective as a result of any of the transactions contemplated by this Agreement.

  • Employee Benefit Plans and Compensation (a) For purposes of this Section 2.22, the following terms shall have the meanings set forth below: