Buyer Plans. Each Continuing Employee shall cease active participation in all Seller Plans as of 11:59 p.m. on the date preceding his or her Employment Date; provided, however, that if a Continuing Employee was covered immediately prior to his or her Employment Date under the Seller Plan that provides group medical benefits, and if such Employment Date occurs on other than the first day of a calendar month, then the Continuing Employee shall continue to receive coverage under such Seller Plan until 11:59 p.m. on the last day of the calendar month in which such Employment Date occurs. Each Buyer and its respective Affiliates shall take such action as may be reasonably necessary so that, as of his or her Employment Date, Continuing Employees who are eligible to so participate under the terms of the applicable Buyer’s benefit plans that are required to be made available to Continuing Employees pursuant to Section 6.3.2 (each a “Buyer Plan”), are offered an opportunity to participate in such Buyer Plans. Subject to Section 6.3.3, the Seller shall retain and the Buyers shall not have any responsibilities, liabilities or obligations, whether to Current Employees, former employees, their beneficiaries or to any other Person, under or with respect to any Seller Plan, including any severance plan or plan providing post-employment welfare benefits. Nothing contained herein, whether express or implied, shall limit the right of any Buyer or any of its Affiliates to amend, terminate, or otherwise modify any Buyer Plan following the Closing Date. The Seller shall not have any responsibility, liability or obligation, whether to Continuing Employees, their beneficiaries or to any other Person, with respect to any Buyer Plan.
Buyer Plans. Buyer shall be responsible for all liabilities and obligations arising with respect to compensation or benefits provided to Transferred Employees under employee benefit plans of the Buyer after the Closing.
Buyer Plans. Buyer shall cause prior periods of service with the Seller, Company and the Subsidiaries to count for purposes of eligibility and vesting under any benefit plans provided to Company Employees after Closing. With respect to currently insured employees of the Company and the Subsidiaries, Buyer shall not permit the health and welfare plans of the Company and the Subsidiaries adopted in substitution for Seller's health and welfare plans to impose any additional waiting period requirements or any similar requirements and Buyer shall use its best efforts to cause to be waived any pre-existing condition requirements, evidence of insurability and similar provisions under such plans, except to the extent that Seller's health and welfare plans would have applied any such provisions to any such Company Employees had the sale of the Purchase Stock not occurred. After Closing, Buyer shall also use its best efforts to cause the Company and the Subsidiaries to apply toward any deductible requirements and out-of-pocket maximum limits under its employee welfare benefit plans any amounts paid (or accrued) by each Company Employee prior to Closing under welfare benefit plans of Seller during the then-current plan year.
Buyer Plans. 5.1(b) Buyer's 401(k) Plan.............................................5.1(g) Capital Stock Equivalents..........................................6.2
Buyer Plans. Each Buyer Plan has been operated and administered in all respects in accordance with its terms, and in compliance with the applicable provisions of all Laws applicable to such Buyer Plan, and complies with such terms and such Laws, in each case except where the failure to be so administered or to so comply, would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Buyer. There are no termination proceedings or other claims (except routine claims for benefit payable under the Buyer Plans) or proceedings pending or, to the knowledge of the Buyer, threatened against or involving any Buyer Plan or asserting any rights to, or claims for benefits under, any Buyer Plan that would be reasonably expected to have a Material Adverse Effect on the Buyer.
Buyer Plans. The Buyer Plans shall not require contributions by Transferred Employees at a rate that exceeds the rate in effect for other similarly situated employees of the Buyer. Any reports or other information provided to Buyer by the Company or the Parent in connection with Buyer performing his obligations under this Section 7.1(c) shall be at the sole expense of the Buyer.
Buyer Plans. (a) No Buyer Plan is (x) a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, or (y) subject to Section 302 or Title IV of ERISA or Section 412 of the Code. No Liability under Section 302 or Title IV of ERISA or Section 412 of the Code has been incurred by Buyer or its ERISA Affiliates that has not been satisfied in full and no condition exists that would reasonably be expected to result in any such Liability to Buyer or its ERISA Affiliates. With respect to each Buyer Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (i) there has been no (A) failure by Buyer or its ERISA Affiliates to make by its due date a required installment under Section 430(j) of the Code or any failure by any such Buyer Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Buyer Plan, whether or not waived; or (B) determination that any such Buyer Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA); (ii) the fair market value of the assets of such Buyer Plan equals or exceeds the actuarial present value of all accrued benefits under such Buyer Plan (whether or not vested) on a termination basis; (iii) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, and the consummation of the transactions contemplated by this Agreement will not result in the occurrence of any such reportable event; (iv) all premiums to the PBGC have been timely paid in full; (v) no Liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by Buyer or its ERISA Affiliates; and (vi) the PBGC has not instituted proceedings to terminate any such Buyer Plan and, to the Knowledge of Buyer, no condition exists that reasonably could be expected to present a risk that such proceedings will be instituted or that would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Buyer Plan.
Buyer Plans. In addition to any obligation either Buyer or its Affiliates may have under Applicable Law:
Buyer Plans. 4.4(a) Closing................................................................ 1.3(a) Closing Date........................................................... 1.3(a) Closing Statement...................................................... 1.4(a) Code................................................................... 2.12(m) Code ss. 338 Forms..................................................... 4.3(a) Company................................................................Preamble Company Employee(s).................................................... 4.4(a) Company Intellectual Property Rights................................... 2.15
Buyer Plans. Coverage for all Hired Employees and their eligible dependents under the Seller ERISA Plans and the Seller Benefit Arrangements that are medical plans (the “Seller Medical Plans”) and such coverage under other Seller ERISA Plans and Seller Benefit Arrangements that are welfare benefits within the meaning of Section 3(1) of ERISA (the “Seller Welfare Plans”) will be terminated by Sellers as of midnight on the Expiration Date. Buyer Plans that are welfare benefit plans within the meaning of Section 3(1) of ERISA (the “Buyer Welfare Plans”) and Buyer Plans that are medical plans (the “Buyer Medical Plans”) shall provide coverage and benefits to Hired Employees and their eligible dependents beginning at 12:01 am Central Time on the day after the Expiration Date. The Buyer shall be responsible for all claims under the Buyer Welfare Plans and the Buyer Medical Plans for expenses incurred by the Hired Employees and their eligible dependents effective at 12:01 am Central Time on the day after the Expiration Date and thereafter. All claims prior to and including the Expiration Date will be the Sellers’ responsibility. A claim shall be deemed incurred when (i) the medical, dental or vision service relating to the expense is provided, regardless of when the incident giving rise to the medical, dental or vision expense occurs, or (ii) in the event of a life, travel and accident, or accidental death or dismemberment insurance, disability or workers’ compensation claim, when the death, accident or injury, as applicable, occurs. The Buyer shall cause deductibles and out-of-pocket payments expended by each Hired Employee for coverage under the Seller Welfare Plans or the Seller Medical Plans in the plan year in which the Expiration Date occurs to be counted toward the deductibles and out-of-pocket maximums applicable to each Hired Employee under the Buyer Welfare Plans and the Buyer Medical Plans. In addition, no condition, limitation, exclusion or waiting period applicable with respect to any Buyer Welfare Plan or Buyer Medical Plan will apply to any Hired Employee.
