Acquiror Benefit Plans Sample Clauses

Acquiror Benefit Plans. Employee acknowledges that Acquiror may make available, from time to time, benefit plans or arrangements to employees of TMS, and notwithstanding any other provision of this Agreement, such Acquiror plans or arrangements may replace plans or arrangements previously provided by TMS and, to such extent, shall be substituted (for all purposes) for any plan or arrangement of TMS referred to in this Agreement. NOTICE: THIS AGREEMENT CONTAINS A WAIVER OF YOUR RIGHT TO A TRIAL BY COURT OR JURY IN A DISPUTED TERMINATION AND/OR FOR CLAIMS FOR UNLAWFUL HARASSMENT OR DISCRIMINATION ALLEGEDLY OCCURRING DURING THE COURSE OF EMPLOYMENT, AS WELL AS FOR CLAIMS OF BREACH OF THIS AGREEMENT. DATED: ___________________ __________________________________ EMPLOYEE DATED: ___________________ __________________________________ PREMIER CORPORATION EXHIBIT D FORM OF SPECIAL EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, made and entered into as of this ___ day of March, 1998, by and between PREMIER CORPORATION, a New Jersey corporation having its principal place of business at [Address] (the "Corporation"), and ____________________, an individual having an address at _______________________ (the "Executive").
Sample 1
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Acquiror Benefit Plans. Acquiror or one of its Affiliates will recognize all service of the Covered Employees with the Company or any of its Affiliates for purposes of eligibility to participate, vesting and, as to welfare benefit plans and vacation benefits, benefits accrual, in those employee benefit plans, within the meaning of Section 3(3) of ERISA, in which the Covered Employees are enrolled by Acquiror or one of its Affiliates immediately after the Closing Date. Acquiror, or one of its Affiliates, will also use its commercially reasonable efforts to cause, subject to the consent and cooperation of the third party insurers, (a) all pre-existing conditions and proof of insurability provisions, for all conditions that all Covered Employees and their covered dependents have as of the Closing Date (subject, also, to each Covered Employee providing, in a form reasonably acceptable to Acquiror, a certificate of creditable coverage from such medical, health or dental plans of the Company under which such Covered Employee was covered in the twelve (12) months preceding the Effective Time), and (b) all waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived in the case of clause (i) or clause (ii) with respect to Covered Employees to the same extent waived or satisfied under the Company’s Employee Plans; provided that nothing in this sentence shall limit the ability of Acquiror and its Affiliates from amending or entering into new or different employee benefit plans or arrangements provided such plans or arrangements treat the Covered Employees in a substantially similar manner as employees of Acquiror or its Affiliate, as applicable, are treated.
Sample 1
Acquiror Benefit Plans. 5.23(a) Acquiror Common Stock . . . . . . . . . . . . . . . . . . . . . . . . 2.1(a) Acquiror Commonly Controlled Entity . . . . . . . . . . . . . . . . . 5.23(a) Acquiror Contract . . . . . . . . . . . . . . . . . . . . . . . . . . 5.15(b) Acquiror ERISA Plan . . . . . . . . . . . . . . . . . . . . . . . . . 5.23(a) Acquiror Financial Statements . . . . . . . . . . . . . . . . . . . . 5.6
Sample 1
Acquiror Benefit Plans. For a period of at least one year following the Closing Date, the Transferred Employees, considered as a group, shall be eligible to receive employee benefits with a value that is substantially comparable in the aggregate to those benefits provided to the Transferred Employees under the Employee Plans in effect immediately prior to the Closing Date.
Sample 1
Acquiror Benefit Plans. Acquiror or one of its Affiliates will recognize all service of the Covered Employees with the Company or any of its Affiliates for purposes of eligibility to participate, vesting and, as to welfare benefit plans and vacation benefits, benefits accrual, in those employee benefit plans, within the meaning of Section 3(3) of ERISA, in which the Covered Employees are enrolled by Acquiror or one of its Affiliates immediately after the Closing Date. Acquiror, or one of its Affiliates, will also use its commercially reasonable efforts to cause, subject to the consent and cooperation of the third party insurers, (a) all pre-existing conditions and proof of insurability provisions, for all conditions that all Covered Employees and their covered dependents have as of the Closing Date (subject, also, to each Covered Employee providing, in a form reasonably acceptable to Acquiror, a certificate of creditable coverage from such medical, health or dental plans of the Company under which such Covered Employee was covered in the twelve (12) months preceding the Effective Time), and (b) all waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived in the case of clause (i) or clause
Sample 1

Related to Acquiror Benefit Plans

  • Company Benefit Plans (a) Section 4.13(a) of the Company Disclosure Letter sets forth a complete list, as of the date hereof, of each material Company Benefit Plan. For purposes of this Agreement, a “

  • ERISA; Benefit Plans Schedule 3.22 (i) lists (A) each ERISA Pension Benefit Plan (1) the funding requirements of which (under Section 302 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ended on the date hereof were, in whole or in part, the responsibility of the Company or (2) respecting which the Company is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan this clause (A) describes being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan this clause (B) describes being an "ERISA Affiliate Pension Plan") and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company (each plan this clause (C) describes and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided Buyer with true, complete and correct copies of (i) the Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (ii) each trust agreement related thereto and (iii) all amendments to those plans and trust agreements. Except as Schedule 3.22 sets forth, (i) the Company is not, and at no time during the six-year period ended on the date hereof was, a member of any ERISA Group that currently includes, or included when the Company was a member, among its members any Person other than the Company and (ii) no Person is an ERISA Affiliate of the Company.

  • Executive Benefit Plans The Executive will be eligible to participate in any executive benefit plans offered by the Company including, without limitation, medical, dental, short-term and long-term disability, life, pension, profit sharing and nonqualified deferred compensation arrangements, as the Board may determine in its discretion. The Company reserves the right to modify, suspend or discontinue any and all of the plans, practices, policies and programs at any time without recourse by the Executive, so long as the Company takes such action generally with respect to other similarly situated officers.

  • Company Plans Section 1.11(a)................ 6 Company................................Preamble....................... 1

  • Benefit Plans The Executive shall be eligible to participate in any employee benefit plan of the Company, including, but not limited to, equity, pension, thrift, profit sharing, medical coverage, education, or other retirement or welfare benefits that the Company has adopted or may adopt, maintain or contribute to for the benefit of its senior executives, at a level commensurate with his positions, subject to satisfying the applicable eligibility requirements. The Company may at any time or from time to time amend, modify, suspend or terminate any employee benefit plan, program or arrangement for any reason in its sole discretion.

  • Welfare Benefit Plans During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

  • Employees; Benefit Plans (a) Following the Closing Date and except to the extent an alternative treatment is set forth in this Section 5.14, NBT may choose to maintain any or all of the Salisbury Benefit Plans in its sole discretion, and Salisbury and Salisbury Bank shall cooperate with NBT in order to effect any plan terminations to be made as of the Effective Time. For the period commencing at the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), NBT shall provide, or cause to be provided, to each employee of Salisbury Bank who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of NBT or any Subsidiary of NBT and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees of NBT or any Subsidiary of NBT. For any Salisbury Benefit Plan terminated for which there is a comparable NBT Benefit Plan of general applicability, NBT shall take all commercially reasonable action so that Continuing Employees shall be entitled to participate in such NBT Benefit Plan to the same extent as similarly-situated employees NBT (it being understood that inclusion of the employees of Salisbury and Salisbury Bank in the NBT Benefit Plans may occur at different times with respect to different plans). NBT shall cause each NBT Benefit Plan in which Continuing Employees are eligible to participate to take into account for purposes of eligibility and vesting under the NBT Benefit Plans (but not for purposes of benefit accrual) the service of such employees with Salisbury or Salisbury Bank to the same extent as such service was credited for such purpose by Salisbury or Salisbury Bank; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits or retroactive application. Nothing herein shall limit the ability of NBT to amend or terminate any of the Salisbury Benefit Plans or NBT Benefit Plans in accordance with their terms at any time. Following the Closing Date, NBT shall honor, in accordance with Xxxxxxxxx’x policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of Xxxxxxxxx for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Continuing Employee.

  • Other Benefit Plans It is understood that the Employer retains any existing rights which he may have, in his exclusive discretion, to alter, amend, cancel, or terminate any existing employee benefit plan or plans or part thereof that are not provided for in this Agreement.

  • Benefit Plan If an employee maintains coverage for benefit plans while on maternity or parental leave, the Employer agrees to pay the Employer's share of these premiums.

  • Defined Benefit Plans The Company has not maintained or contributed to a defined benefit plan as defined in Section 3(35) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). No plan maintained or contributed to by the Company that is subject to ERISA (an “ERISA Plan”) (or any trust created thereunder) has engaged in a “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) that could subject the Company to any material tax penalty on prohibited transactions and that has not adequately been corrected. Each ERISA Plan is in compliance in all material respects with all reporting, disclosure and other requirements of the Code and ERISA as they relate to such ERISA Plan, except for any noncompliance which would not result in the imposition of a material tax or monetary penalty. With respect to each ERISA Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code, either (i) a determination letter has been issued by the Internal Revenue Service stating that such ERISA Plan and the attendant trust are qualified thereunder, or (ii) the remedial amendment period under Section 401(b) of the Code with respect to the establishment of such ERISA Plan has not ended and a determination letter application will be filed with respect to such ERISA Plan prior to the end of such remedial amendment period. The Company has never completely or partially withdrawn from a “multiemployer plan,” as defined in Section 3(37) of ERISA.

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