BUYER'S EMPLOYEE BENEFIT PLANS Sample Clauses

BUYER'S EMPLOYEE BENEFIT PLANS. (a) Buyer or its Affiliate shall (i) provide an election to roll over the Transferring Employees’ interests under any Seller benefit plan that is tax qualified under Section 401(a) of the Code (excluding any plan loans), to any similar Buyer benefit plan that is tax qualified under Section 401(a) of the Code, and (ii) cause such Buyer benefit plan to accept any such rollovers if Buyer or its Affiliate determines, to its reasonable satisfaction, that any such rollover would not adversely affect the tax qualified status of its benefit plan.
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BUYER'S EMPLOYEE BENEFIT PLANS. Buyer may, but shall not be required to, sponsor and maintain employee benefit plans previously maintained by Seller for Seller's employees who become employed by Buyer after the Closing Date.
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BUYER'S EMPLOYEE BENEFIT PLANS. Except for the period described in Section 8.8 hereof, Buyer agrees to cover (or cause to be covered) each Transferred Employee effective as of and from the Closing Date under new or existing employee benefit plans of Buyer ("Buyer's Plans") that provide benefits comparable in the aggregate to the benefits provided to the Transferred Employees under the Employee Benefit Plans of Seller; provided, however, that Buyer's Plans covering Transferred Employees whose terms and conditions of employment are governed by the Union Contract shall conform to the requirements of the Union Contract. Except to the extent of any limitation imposed by any insurance contract, Buyer's Plans shall provide that each Transferred Employee's period or periods of employment with Seller prior to the Closing Date under Seller's Employee Benefit Plans shall be credited under Buyer's Plans for purposes 31 38 of eligibility to participate, vesting, waiting periods, limitations as to pre-existing conditions and other exclusions, if any. Except to the extent of any limitation imposed by any insurance contract, Buyer's Plans which provide health care or similar benefits to or with respect to Transferred Employees shall provide credits toward deductibles, co-payments and other similar payments for amounts paid under the comparable Employee Benefit Plans of Seller by the Transferred Employees in the calendar year in which the Closing Date occurs. Except with respect to the HMO Contract as set forth in Section 8.6 below and for the period described in Section 8.8 below, Seller shall retain liability under its Employee Benefit Plans that are employee welfare benefit plans for all eligible expenses that are incurred with respect to each Transferred Employee (and covered dependents) prior to the Closing Date and Buyer shall be responsible for eligible welfare benefit expenses under Buyer's Plans that are incurred with respect to each Transferred Employee (and covered dependents) on and after the Closing Date. Seller and Seller's Plan shall retain liability for any Transferred Employee (and covered dependent) who is hospitalized on the Closing Date and who remains continuously hospitalized until after the Closing Date. 8.6
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BUYER'S EMPLOYEE BENEFIT PLANS. (i) As of each Transferred Employee's Commencement Date, such Transferred Employee shall be entitled to participate in Buyer's or its subsidiary's employee benefit plans and arrangements in accordance with the terms thereof and applicable law; provided that nothing contained herein shall obligate Buyer to adopt or continue any Employee Plan or any other employee benefit plan after the Closing Date. In the event that any Transferred Employee becomes a participant in an employee benefit plan, program or arrangement maintained or contributed to by Buyer or its subsidiaries, Buyer shall cause such plan, program or arrangement to treat the prior service of such Transferred Employee with GII, GCC or their affiliates, as applicable, to the extent such prior service was recognized under the comparable Employee Plan, as service rendered to Buyer or its subsidiaries, as the case may be, solely for purposes of eligibility to participate and vesting of benefits; provided, however, that Buyer or its subsidiaries may cause a reduction of benefits under any such plans, programs or arrangements to the extent necessary to avoid duplication of benefits with respect to the same covered matter or years of service.
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BUYER'S EMPLOYEE BENEFIT PLANS. (a) Schedule 5.5 lists each Employee Benefit Plan and Other Plan that Buyer will offer to the Hired Employees (the "Buyer Employee Benefit Plans"). The Buyer Employee Benefit Plans are the same in all material respects to the employee benefit plans generally provided to employees at other hospitals operated by Buyer's Affiliates.
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BUYER'S EMPLOYEE BENEFIT PLANS shall provide, for purposes of eligibility to participate and vesting, that employment of Hired Employees with Seller shall be treated as employment with Buyer and Buyer's Subsidiaries.
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BUYER'S EMPLOYEE BENEFIT PLANS. (i) The Buyer shall take such actions as are necessary so that, as of the Closing Date and for a period of two years thereafter, the Employees will be provided standard employee benefits which, in the aggregate, are intended to be not less favorable than those provided to the Employees as of the date hereof; PROVIDED, HOWEVER, that it is understood that after the Closing Date (i) no party hereto will have any obligation to issue or adopt any plans or arrangements to provide for the issuance of shares of capital stock, warrants, options, stock appreciation rights or other rights in respect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plan or program and (ii) except as set forth herein, nothing shall require the Buyer to maintain any particular plan or arrangement.
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BUYER'S EMPLOYEE BENEFIT PLANS. Where required by Law, the Buyer will offer the Asia/Pacific Employees a choice of superannuation fund in accordance with local legislative requirements.
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Related to BUYER'S EMPLOYEE BENEFIT PLANS

  • Employee Benefit Plans Except as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; (v) the present value of the aggregate benefit liabilities under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

  • Employee Benefit Plans; ERISA (a) Except as disclosed in the Parent SEC Documents, there are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.”

  • Employees; Employee Benefit Plans (a) Section 5.11(a) of the TD Banknorth 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 TD Banknorth or any of its Subsidiaries has any present or future right to benefits and under which TD Banknorth 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 “TD Banknorth Benefit Plans.”

  • Employee Benefits Plans Schedule 7.14 hereto identifies as of the date hereof each ERISA Plan sponsored or maintained by a Company or BRJ Seller. Except as would not reasonably be expected to have a Material Adverse Effect: (a) no ERISA Event has occurred or is expected to occur with respect to an ERISA Plan; (b) payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan; (c) the liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements to the extent required by GAAP; and (d) to our knowledge, no changes have occurred or are expected to occur that would cause an increase in the cost of providing benefits under any ERISA Plan. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each ERISA Plan that is intended to be qualified under Code Section 401(a): (i) there has been no non-compliance by the ERISA Plan and any associated trust with the applicable requirements of Code Section 401(a), (ii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely), (iii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired, (iv) the ERISA Plan currently satisfies the requirements of Code Section 410(b), without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”, and (v) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets. Except as would not reasonably be expected to have a Material Adverse Effect, no Controlled Group Member has or has had in the past, an obligation to contribute to a Multiemployer Plan.

  • Seller Benefit Plans From and after the Closing, the Business Employees shall cease to be active participants in the Seller Benefit Plans that are not Company Benefit Plans. Except as otherwise expressly set forth in this ‎Article VI, the Seller Group shall assume or retain, and indemnify and hold harmless Purchaser and its Affiliates (including the Company) in respect of, all assets and Liabilities related to Seller Benefit Plans that are not Company Benefit Plans.

  • 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.

  • Employee Benefit Arrangements (i) All liabilities under the Employee Benefit Arrangements are (A) funded to at least the minimum level required by Law or, if higher, to the level required by the terms governing the Employee Benefit Arrangements, (B) insured with a reputable insurance company, (C) provided for or recognized in the financial statements most recently delivered to the Administrative Agent pursuant to Section 6.01 hereof or (D) estimated in the formal notes to the financial statements most recently delivered to the Administrative Agent pursuant to Section 6.01 hereof, where such failure to fund, insure, provide for, recognize or estimate the liabilities arising under such arrangements could reasonably be expected to have a Material Adverse Effect.

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