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.
Employee Benefit Arrangements. Parent shall cause the Company to honor all accrued obligations as of the date hereof under the employee arrangements (the "Employee Arrangements") to which the Company or any of its Subsidiaries is presently a party which are listed in the Employee Arrangements Schedule and the Developments Schedule in accordance with the terms and conditions of such arrangements. In addition, from and after the Closing until the first anniversary of the Closing, subject to the remaining provisions of this Section 6.06, the Surviving Corporation shall not amend, modify, alter or terminate any severance or change of control agreements, policies or practices of the Company or its Subsidiaries, including the SBS Plan; provided that any such action after the first anniversary of the Closing shall not adversely affect the accrued or vested rights of any employees or other beneficiaries which shall have arisen under any severance or change of control agreements, policies or practices of the Company or its Subsidiaries, including the SBS Plan prior to such amendment, modification, alteration or termination. Parent shall cause the Company for a period of one year following the Effective Time, to continue to provide to employees of the Company and its Subsidiaries who are employed by the Surviving Corporation (excluding employees covered by collective bargaining agreements) broad-based employee benefit plans and Employee Arrangements which are in the aggregate no less favorable than those provided to such employees as of the date hereof provided that it is understood that the Surviving Corporation may alter, amend, modify and/or terminate specific benefit plans and/or arrangements (including Employee Arrangements) subject to the aggregate limitations set forth above. Subject to the foregoing, nothing in this Section shall be deemed to limit or otherwise affect the right of the Surviving Corporation to terminate employment or change the place of work, responsibilities, status or designation of any employee or group of employees as the Surviving Corporation may determine in the exercise of its business judgment and in compliance with applicable laws. Solely for purposes of eligibility and vesting under Employee Arrangements (including without limitation plans or programs of Parent and its affiliates after the Effective Time), and to the extent permitted by law, all service with the Company or any of its Subsidiaries or their predecessors prior to the Effective Time shall be treated ...
Employee Benefit Arrangements. In order to secure an orderly and effective transition of the employee benefit arrangements for the Transferred Employees and their respective beneficiaries and dependents, Sellers and Purchaser shall cooperate, both before and after the Closing Date, to exchange information related to the Transferred Employees, including employment records and benefits information.
Employee Benefit Arrangements. Section 7.10 of the Company Disclosure Schedule sets forth each employment or severance agreement to which the Company or any Company Subsidiary is presently a party. MergerCo agrees that the Company will honor, and from and after the Effective Time, the Surviving Corporation will honor, all obligations under such employment and severance agreements.
Employee Benefit Arrangements. No Credit Party maintains any employee pension or benefit plan. Each Colombian Branch has been and is in material compliance with all labor, pension fund, health, industrial security and social security obligations required under Colombian law.
Employee Benefit Arrangements. (a) Merger Sub agrees that the Company and the Company Subsidiaries will honor, and, from and after the Effective Time, the Surviving Corporation will honor, in accordance with their respective terms as in effect on the date hereof, the employment, severance and bonus agreements and arrangements to which the Company and the Company Subsidiaries, as applicable, are a party and which are set forth on Schedule 3.10.
Employee Benefit Arrangements. 32 SECTION 6.6 INDEMNIFICATION...........................................33 SECTION 6.7
Employee Benefit Arrangements. (a) After the Effective Time and until the conclusion of a transition period to be determined by Parent in its sole discretion, employees of the Surviving Corporation and its Subsidiaries who remain employed after the Effective Time (the "Company Employees") will continue to participate in the Company's Employee Programs (other than 401(k) plans, deferred compensation plans, supplemental retirement plans, incentive or bonus plans, severances plans, and stock option and stock purchase plans) on substantially similar terms to those in effect as of the Effective Time. Thereafter, Parent shall, and shall cause the Surviving Corporation to, provide the Company Employees with such employee benefits as determined appropriate from time to time by Parent in its sole discretion. All service with the Company shall be considered service with Parent for purposes of determining eligibility and vesting (but not with respect to benefit accruals) under all Employee Programs maintained by Parent or any Affiliate, including the Surviving Corporation, with respect to Company Employees. All earnings with the Company prior to the Effective Time will be taken into account for purposes of any welfare benefit plan or under any vacation pay, sick pay or paid-time-off policy in which the Company Employees may participate. For purposes of participation in Parent's welfare plans, Parent will waive all waiting and pre-existing condition period requirements (other than those applicable to a Company Employee immediately prior to the Closing under a Company Employee Program) and will credit Company Employees with all deductibles and co-payments paid under the Company welfare plans for the plan year in which the Company Employees begin participation in Parent's welfare plans.
Employee Benefit Arrangements. (a) HK agrees that the Company will honor, and, from and after the Effective Time, the Surviving Corporation will honor, in accordance with their respective terms as in effect on the date hereof, the employment, severance and bonus agreements and arrangements to which the Company is a party which are set forth on Section 5.5 of the Disclosure Schedule.
Employee Benefit Arrangements. 40 5.23 [Intentionally left blank]............................................ 40 5.24
