Certain Benefit Plan Matters Sample Clauses

Certain Benefit Plan Matters. 03(m)(v) Post-employment Benefits
View SourceView Similar (2)
Certain Benefit Plan Matters. Prior to the Closing Date, the Company and the Holder shall take all action necessary or otherwise appropriate to initiate the process of terminating the Company's participation in the Company's 401(k) and profit-sharing plans, effective immediately prior to the Closing Date, including without limitation (i) the timely adoption of a valid resolution of the Company's board of directors terminating such plan, (ii) fully vesting all account balances of participants in such plan, and (iii) taking all actions necessary to assist the Surviving Corporation with the timely preparation and filing with the Internal Revenue Service after the Closing Date of an application for a determination letter with respect to the qualified status upon termination of such plan.
View Source
Certain Benefit Plan Matters. (a) Following the Closing Date and through December 31, 2000, Buyer shall provide Transferred Employees with defined benefit, defined contribution, life insurance, medical coverage and other employee welfare benefit plans (within the meaning of Section 3(1) of ERISA), on a basis substantially comparable in the aggregate to those provided Transferred Employees on the date hereof; provided however, that Buyer shall not be required to provide any of the Transferred Employees with any stock-based plans relating to equity securities (or their equivalent, such as phantom stock plans or SARs) or incentive plans based on the achievement of financial targets. Nothing herein shall preclude Seller from continuing to administer stock-based and incentive plans for service with Seller through the Closing Date. (b) For purposes of vesting and any period of service requirements or commencement of participation with respect to any employee benefit plan of Buyer, each Transferred Employee shall receive credit of his or her term of service with Seller.
View Source
Certain Benefit Plan Matters. If the Investor is, will be, or is acting on behalf of, a person or entity that is or will be (i) an “employee benefit plan” subject to Part 4 of Subtitle B of Title I of ERISA, (ii) a “plan” subject to Section 4975 of the Code, (iii) an entity whose underlying assets include “plan assets” of any employee benefit plan or other plan described in clause (i) or (ii) by reason of such plan’s investment in the entity or otherwise, or (iv) an employee benefit plan subject to federal, state or local law (“Similar Law”) similar to Section 406 of ERISA or Section 4975 of the Code, the Investor represents, warrants and agrees that: (a) the decision to invest in the Company was made by a fiduciary of the Investor that has the authority and discretion to, and is duly authorized to, make such an investment decision on behalf of the Investor (the “Fiduciary”); (b) the Investor and the Fiduciary have completed Attachment 2, which, without limiting any other assurances in Attachment 2, the Investor and the Fiduciary hereby specifically represent and agree is correct and complete; (c) (i) the Fiduciary is not related to the Investment Manager, the Administrator, the Company or any of their respective employees, representatives or affiliates, (ii) the Investment Manager, the Administrator, the Company and their respective employees, representatives or affiliates do not have investment discretion, and are not otherwise acting in a fiduciary capacity, with respect to the investment of the Investor’s assets in the Company, and (iii) without limiting the generality of the foregoing, the Fiduciary has not relied on, and is not relying on, any investment advice or recommendation of any such person with respect to the Investor’s investment in the Company or with respect to the decision to purchase or hold any Shares; (d) the Investor’s subscription to invest in the Company and the purchase of Shares as contemplated hereby are authorized by and otherwise in accordance with the Investor’s governing instruments; (e) the Investor’s acquisition, holding, and disposition of Shares do not and will not (i) constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of Similar Law, or (ii) in the case of an investor subject to Similar Law, cause the assets of the Company to become subject to Similar Law; and (f) the Investor and the Fiduciary each expressly acknowledge that the Company has the authority to require the re...
View Source
Certain Benefit Plan Matters. (a) 401(k) Plan Termination. Prior to the Closing Date and effective no later than at least one day prior to the Closing Date, CCA shall, and shall cause the other Companies to, take all corporate actions as are necessary or appropriate to terminate the White Knight Broadcasting 401(k) Plan and the Communications Corporation of America 401(k) Plan (each a “401(k) Plan” and together the “401(k) Plans”) in accordance with their terms and the requirements of Applicable Law.
View Source
Certain Benefit Plan Matters. Section 3.1 In General 4 Section 3.2 Savings Plans 4 Section 3.3 Pension Plans 4 Section 3.4 Post-Retirement Welfare Benefits 4 Section 3.5 Non-Equity Incentive Awards 4
View Source
Certain Benefit Plan Matters. As it relates to individuals who are IU Transferred Faculty or IU Transferred Staff, the Parties agree as follows: 1. IU shall indemnify Purdue for, and hold it harmless from, any claims, losses, liabilities or expenses attributable to the Indiana Supplemental Early Retirement Plan or similar early retirement benefit plans maintained by IU that have accrued or are otherwise attributable to periods prior to the Realignment Effective Date and that are payable to any such IU Transferred Faculty or IU Transferred Staff on or after the Realignment Effective Date. 2. The Parties will promptly communicate and cooperate in good faith throughout the Transition Year concerning any individuals who are slated to become IU Transferred Faculty or IU Transferred Staff and who have announced a bona fide intention to retire from their employment by IU on or prior to the Realignment Effective Date, it being understood and acknowledged that Purdue’s agreement to offer employment to such an individual under Article III hereof will be considered on a case-by-case basis in light of whether the individual has expressed a desire to proceed with full retirement or to transition to Purdue’s employment as a member of IU Transferred Faculty or IU Transferred Staff, as the case may be. For the avoidance of doubt, any IU Transferred Faculty or IU Transferred Staff who is coded with retirement status at IU and who does not have a bona fide intention to retire fully, as determined mutually by Purdue and IU based on their discussions with such individual, shall be transitioned to Purdue’s employment under Article III.
View Source
Certain Benefit Plan Matters. Notwithstanding anything in this Agreement to the contrary, Company and the Company Stockholders do hereby agree and covenant that, (i) effective not later than immediately before the Closing, each Applicable Benefit Plan (defined hereinafter), except the ESOP, shall be terminated; (ii) under this Agreement, Parent shall neither assume nor have any liability at any time in relation to any Applicable Benefit Plan other than with respect to causing any action taken after Closing to complete the termination and liquidation of Applicable Benefit Plans (other than the ESOP); (iii) the law firm of Gibs▇▇, ▇▇nn & ▇rut▇▇▇▇ ▇▇▇ shall, both before and after Closing, oversee and render advice and counsel in relation to all remediation (which shall be initiated by Company prior to Closing) of all items set forth on Company Disclosure Schedule 4.9, and in relation to the operation and administration of the ESOP and any termination and liquidation of the ESOP which may be initiated after Closing (including, without limitation, pursuit and obtainment of all appropriate IRS determination letters); and (iv) Company prior to Closing shall cause the ESOP and Forseon Corporation 401(k) Savings Plan to be amended to comply with legislation enacted through 1998. For purposes of this Section 7.13(c) and Section 10.1, the phrase "Applicable Benefit Plan" shall include, without limitation, each and every Benefit Plan (for purposes of this Section 7.13(c) and Section 10.1, the phrase "Benefit Plan" shall mean each and every "Benefit
View Source
Certain Benefit Plan Matters 
View SourceView Similar (5)

Related to Certain Benefit Plan Matters

  • 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.

  • 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 shall be entitled to participate in all plans or programs sponsored by the Company for employees in general, including without limitation, participation in any group health, medical reimbursement, or life insurance plans.

  • Certain Benefits Executive will be eligible to participate in all employee benefit programs established by Employer that are applicable to management personnel such as medical, pension, disability and life insurance plans on a basis commensurate with Executive’s position and in accordance with Employer’s policies from time to time, but nothing herein shall require the adoption or maintenance of any such plan.

  • Employee Matters; Benefit Plans (a) Subject to applicable Legal Requirements, the employment of each of the Company’s employees is terminable by the Company at will. The Company is not a party to, nor is currently negotiating in connection with entering into, any collective bargaining agreement or other Contract with a labor organization or work council representing any of its employees and there are no labor organizations representing, purporting to represent or, to the knowledge of the Company, seeking to represent any employees of the Company. Since January 1, 2019, there has not been any strike, slowdown, work stoppage, lockout, material labor dispute or any union organizing activity, or any threat thereof, in each case, involving any of the Company’s employees. There is not now pending, and, to the knowledge of the Company, no Person has threatened in writing to commence, any such strike, slowdown, work stoppage, lockout, material labor dispute or union organizing activity or any similar activity or dispute. (b) Since January 1, 2019, there has been no material Legal Proceeding pending or, to the knowledge of the Company, threatened in writing relating to the employment or engagement of any Company Associate. Since January 1, 2019, the Company has complied with all applicable Legal Requirements related to employment, including employment practices, payment of wages and hours of work, leaves of absence, plant closing notification, privacy rights, labor dispute, workplace safety, retaliation, immigration, and discrimination matters, except any lack of compliance which has not had and would not reasonably be expected to result in a Material Adverse Effect. (c) Section 3.16(c) of the Company Disclosure Schedule sets forth a complete and accurate list of each Employee Plan. The Company has either delivered or made available to Parent or Parent’s Representatives prior to the execution of this Agreement with respect to each Employee Plan, accurate and complete copies of the following, as relevant: (i) all plan documents and all amendments thereto, and all related trust, insurance or other funding documents, and all amendments thereto; (ii) the most recent determination letter or opinion letter received from the IRS; (iii) for the three most recent plan years, (A) the annual actuarial or other valuation reports, (B) the IRS Form 5500 and all schedules thereto and (C) audited financial statements; (iv) the most recent summary plan descriptions and any material modifications thereto; (v) the most recent nondiscrimination tests required to be performed under the Code; and (vi) any material non-routine communications with any Governmental Body regarding any Employee Plan. (d) Neither the Company nor any of its ERISA Affiliates has at any time sponsored, maintained, contributed to, or been required to contribute to, or had any liability in respect of, (i) an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA, Code Section 412 or Section 302 of ERISA, including any “multiemployer plan” as defined in Section 4001 of ERISA. No Employee Plan is a (i) a “multiple employer plan” as defined in Section 413(c) of the Code, or (ii) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (e) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. Each Employee Plan is now and has been operated, maintained, and administered in compliance in all material respects with its terms and all applicable Legal Requirements, including but not limited to ERISA and the Code. No non-exempt “prohibited transaction” (within the meaning of Section 406 of ERISA and Section 4975 of the code) has occurred or is reasonably expected to occur with respect to any Employee Plan. (f) Except to the extent required under Section 601 et seq. of ERISA or 4980B of the Code (or any other similar state or local Legal Requirement) at the participant’s sole expense, neither the Company nor any Employee Plan has any present or future obligation to provide post-employment welfare benefits to or make any payment to, or with respect to any Company Associate. (g) Since January 1, 2019, all individuals who perform or have performed services for the Company have been properly classified under applicable law as (i) employees or independent contractors and (ii) for employees, as an “exempt” employee or a “non-exempt” employee (within the meaning of the Fair Labor Standards Act of 1938 and applicable state laws), and no such individual has been improperly included or excluded from any Employee Plan, except for misclassifications, non-compliance or exclusions which would not reasonably be expected to result in a Material Adverse Effect and the Company has not received notice of any pending or, to the knowledge of the Company, threatened inquiry or audit from any Governmental Body concerning such classifications. (h) The Company maintains no obligations to gross-up or reimburse any individual for any tax or related interest or penalties incurred by such individual under Sections 409A or 4999 of the Code. (i) Each “nonqualified deferred compensation plan” maintained by the Company has been at all times in material documentary and operational compliance with the requirements of Code Section 409A and the guidance provided thereunder. (j) The consummation of the Transactions (including in combination with other events or circumstances) will not (i) result in any payment or benefit becoming due to any Company Associate or under any Employee Plan, (ii) increase any amount of compensation or benefits otherwise payable to any Company Associate or under any Employee Plan, (iii) result in the acceleration of the time of payment, funding or vesting of any benefits to any current or former employee, contractor or director of the Company or under any Employee Plan, (iv) limit the right to modify, amend or terminate any Employee Plan (except any limitations imposed by applicable Legal Requirements, if any). (k) The consummation of the Transactions (including in combination with other events or circumstances) will not result in the payment of any amount that could, individually or in combination with any other payment or benefit, constitute an “excess parachute payment” within the meaning of Section 280G of the Code, result in the payment of an excise tax by any Person under Section 4999 of the Code or any amount that would not be deductible under Section 280G of the Code. (l) With respect to any Employee Plan, (i) no Legal Proceeding (other than routine claims for benefits in the ordinary course) are pending, or, to the knowledge of the Company, threatened against any Employee Plan, the assets of any of the trusts under such plans or the plan sponsor or administrator, or against any fiduciary of any Employee Plan with respect to the operation thereof, and (ii) no facts or circumstances exist that could reasonably be expected to give rise to any such Legal Proceeding.