OPEB Clause Samples
The OPEB (Other Post-Employment Benefits) clause defines the employer's obligations to provide benefits to employees after retirement, excluding pension benefits. Typically, this clause outlines the types of benefits covered, such as health insurance, dental, vision, or life insurance, and specifies eligibility requirements and funding mechanisms. Its core practical function is to clarify the scope and terms of post-employment benefits, ensuring both parties understand the employer's commitments and helping to manage long-term financial liabilities.
OPEB. (i) Except to the extent required by applicable Law or as otherwise provided in subsection (c)(ii) or (c)(iii), below, there shall be no Transfer of Assets or Liabilities (including without limitation with respect to Actions) between, or otherwise among the Parties in respect of, any OPEB Plan. For the avoidance of doubt, Schedule 1.10(c)(i) to this Agreement identifies those OPEB Plans where there shall be a Transfer of Assets or Liabilities or both as required by applicable Law, and any OPEB Plan not identified on such Schedule shall be deemed for purposes of this Agreement to be one for which such a Transfer of Assets or Liabilities is not required by applicable Law.
(ii) The Benefit Plans identified on Schedule 1.10(c)(ii) to this Agreement shall be Assumed as indicated therein.
(iii) Notwithstanding anything to the contrary in Sections 1.03, 1.04 or 1.10, SpecCo shall Assume (or cause a member of its Group to Assume) Liabilities related to the ▇.▇. ▇▇▇▇▇▇ de Nemours and Company Long Term Care Insurance Plan, which shall not be considered a Benefit for purposes of Section 1.03 or a Benefit Plan for purposes of Section 1.04.
OPEB. (a) (i) Effective no later than the Effective Time, the participation of each Newco Employee who is a participant in a Fox U.S. OPEB Plan shall automatically cease and (ii) effective no later than the date of such cessation, Ainge shall, or shall cause a member of the Ainge Group, to (A) have in effect a retiree health and welfare benefit plan for the benefit of each Newco Employee (the “Ainge OPEB Plan”) with terms that are substantially similar to those provided to the applicable Newco Employee under the Fox U.S. OPEB Plan immediately prior to the Effective Time and (B) fully perform, pay and discharge all obligations of the Fox U.S. OPEB Plan relating to Newco Employees, subject to the ability to amend, modify or terminate the Ainge OPEB Plan to the extent such ability exists pursuant to the Fox U.S. OPEB Plan as of the date hereof.
(b) Fox shall retain all Liabilities relating to the Fox U.S. OPEB Plan in respect of each Former Newco Employee.
OPEB. The Seller shall, and each Owner shall cause the Seller to, satisfy the OPEB Obligations as they become due.
OPEB. Effective 10/1/2016, and annually thereafter on October 1st, the City will reduce sick leave for each full time member of the bargaining unit by one day of sick leave (7 hours, prorated for part-timers), and the City will contribute the value of that time to an OPEB fund. Sick time shall be taken from the employee’s yearly accrual allotment. This deduction from sick leave shall not affect the employee’s eligibility for sick leave incentive.
OPEB. (i) Seller shall identify in Section 7.2(c)(i) of the Seller Disclosure Letter (A) each Former Employee currently receiving post-retirement benefits as of the Closing Date; (B) each Employee who may become eligible for post-employment benefits under this Section 7.2; (C) any beneficiary of an individual identified in (A) or (B), and (D) the post-employment benefit entitlement of each individual identified in (A), (B) and (C), assuming that individual becomes eligible for the benefit.
(ii) Effective as of the Closing Date, Buyer shall assume and maintain the OPEB Plan, to provide post-retirement benefits in accordance with this Section 7.2(c) to “Eligible Retirees” and their beneficiaries. An “Eligible Retiree” is any individual who, at the time of his or her retirement, is or was eligible for benefits under the terms of the Pension Plan or the Mirror Pension Plan and who, upon retirement from employment with PGW or Buyer, as applicable, was eligible for and elected to receive an immediate pension benefit under the Pension Plan or the Mirror Pension Plan. The OPEB Plan and post-employment benefits thereunder shall be maintained and provided to: (A) all Eligible Retirees as of the Closing Date, (B) all Employees who are or become Eligible Retirees under the terms of the OPEB Plan on or before the Closing Date, and (C) all Transferred Employees who are or become eligible to receive post-retirement benefits under the terms of the OPEB Plan on or before the last day of the Continuation Period as a result of service with Seller or combined service with Seller and Buyer (provided that such Transferred Employee retires from Buyer as an Eligible Retiree, regardless of when the retirement occurs, to receive an immediate pension benefit under the Pension Plan and the Mirror Pension Plan). For purposes of this Section 7.2, eligibility for post-retirement benefits shall also extend to the beneficiaries of such Eligible Retirees in accordance with the terms of the OPEB Plan.
OPEB. OPEB costs associated with hourly employee movement between the companies after the Effective Time will be addressed as set forth in Exhibit 1.
OPEB. (i) Seller shall identify in Section 7.2(c)(i) of the Seller Disclosure Letter (A) each Former Employee currently receiving post-retirement benefits as of the Closing Date; (B) each Employee who may become eligible for post-employment benefits under this Section 7.2; (C) any beneficiary of an individual identified in (A) or (B), and (D) the post- employment benefit entitlement of each individual identified in (A), (B) and (C), assuming that individual becomes eligible for the benefit.
(ii) Effective as of the Closing Date, Buyer shall assume and maintain the OPEB Plan, to provide post-retirement benefits in accordance with this Section 7.2(c) to
OPEB. “OPEB” shall mean “other post-employment benefits” as applicable under Statements 43 and 45 of the Governmental Accounting Standards Board, and shall specifically include retiree medical coverage provided to former employees of the Employer.
OPEB of the JVA is deleted in its entirety and replaced with the following:
OPEB. As of the Closing, (a) the Transferred Non-Union Employees and the Union Employees shall not be eligible to participate in or receive benefits under any Benefit Plan providing for OPEB and (b) Seller shall have no obligation, liability or responsibility to provide any OPEB to any Transferred Non-Union Employee or any Union Employee.