Employee Benefit Issues Clause Samples
The 'Employee Benefit Issues' clause addresses the handling and treatment of employee benefits in the context of a transaction or agreement. It typically outlines how existing benefits such as health insurance, retirement plans, and stock options will be managed, transferred, or terminated for affected employees. For example, it may specify whether employees will continue to receive the same benefits after a merger or acquisition, or if certain plans will be replaced or discontinued. The core function of this clause is to ensure clarity and continuity regarding employee entitlements, thereby minimizing confusion and potential disputes during organizational changes.
Employee Benefit Issues. (a) No Company Benefit Plan is, and neither the Company nor any of its ERISA Affiliates sponsors, maintains or contributes (or is required to contribute) to, or has in the past six (6) years sponsored, maintained or contributed (or been required to contribute) to, or otherwise has ever had any current or contingent liability or obligation in respect of (i) a “defined benefit plan” as defined in Section 3(35) of ERISA or any benefit plan that is or was, any employee benefit plan subject to Title IV of ERISA, Sections 412 or 430 of the Code, or Section 302 of ERISA, (ii) a multiemployer plan, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan” as described in Section 413(c) of the Code or Section 210 of ERISA, or (iv) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA.
(b) Each Company Benefit Plan intended to be qualified under Section 401(a) of the Code has received or is permitted to rely upon a favorable determination or opinion letter, or has a pending or has time remaining in which to file an application for such determination from the Internal Revenue Service, and nothing has occurred that would reasonably be expected to adversely affect the qualification of such Company Benefit Plan. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each Company Benefit Plan has been established, maintained, funded and administered in compliance with its terms and with applicable Laws, including ERISA and the Code; (ii) no Legal Action, claim or litigation is pending with respect to any Company Benefit Plan (other than routine claims for benefits) and, to the Knowledge of the Company, no such Legal Action, claim or litigation is threatened; (iii) there are no governmental audits or investigations pending or, to the Knowledge of the Company, threatened in connection with any Company Benefit Plan; (iv) there has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 of ERISA or breach of fiduciary duty (as determined under ERISA) with respect to any Company Benefit Plan; (v) all contributions, reimbursements, premiums and benefit payments that have become due with respect to each Company Benefit Plan have been timely made or paid and all such amounts for any period ending on or before the Closing Date that are not yet due have been made, paid or properly accrued; and (vi) neither the Company nor any Subsidiary...
Employee Benefit Issues. (a) Schedule. Section 4.12(a) of the Company Disclosure Letter contains a true and complete list, as of the date hereof, of each plan, program, policy, agreement, collective bargaining agreement, or other arrangement providing for compensation, severance, deferred compensation, incentive compensation, performance awards, stock or stock-based awards or other equity-based awards, commission, profit sharing, health, dental, retirement, life insurance, death, accidental death & dismemberment, disability, fringe, or wellness benefits, or other employee benefits or remuneration of any kind, including each employment, termination, severance, retention, change in control, or consulting or independent contractor plan, program, arrangement, or agreement, in each case whether written or unwritten or otherwise, funded or unfunded, insured or self-insured, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, which is or has been sponsored, maintained, contributed to, or required to be contributed to, by the Company or any of its Subsidiaries for the benefit of any current or former employee, independent contractor, consultant, or director of the Company or any of its Subsidiaries (each, a “Company Employee”), or with respect to which the Company or any Company ERISA Affiliate has or may have any Liability (collectively, the “Company Employee Plans”).
Employee Benefit Issues. 43 6.5.1 Employee Stock Ownership Plan.........................................43 6.5.2 FIRF Plan.............................................................44 6.5.3 Termination and Transfer/Merger of Plans..............................44 6.5.4 No Contract Created...................................................44 SECTION 7 TERMINATION OF AGREEMENT AND ABANDONMENT OF TRANSACTION...........................44
Employee Benefit Issues. (a) Schedule. Section 4.12(a) of the Company Disclosure Letter contains a true and complete list, as of the date hereof, of each plan, program, policy, agreement, collective bargaining agreement, or other arrangement providing for compensation, severance, deferred compensation, performance awards, stock or stock-based awards, health, dental, retirement, life insurance, death, accidental death & dismemberment, disability, fringe, or wellness benefits, or other employee benefits or remuneration of any kind, including each employment, termination, severance, retention, change in control, or consulting or independent contractor plan, program, arrangement, or agreement, in each case whether written or unwritten or otherwise, funded or unfunded, insured or self-insured, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, which is or has been sponsored, maintained, contributed to, or required to be contributed to, by the Company for the benefit of any current or former employee, independent contractor, consultant, or director of the Company (each, a “Company Employee”), or with respect to which the Company or any Company ERISA Affiliate has or may have any Liability (collectively, the “Company Employee Plans”).
Employee Benefit Issues. 30 SECTION 7 TERMINATION OF AGREEMENT AND ABANDONMENT OF TRANSACTION.........................................................30
Employee Benefit Issues. (a) In addition to any other requirements of the parties under the Purchase Agreement, at the Closing, (i) Buyer shall pay $2,817,747.50 to Seller’s Parent by wire transfer of immediately available funds to the bank account or bank accounts specified by Seller for the Director Shares acquired by Seller’s Parent from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and (ii) Seller’s Parent shall deliver to Buyer 130,150 shares of common stock of the Company.
Employee Benefit Issues. [THIS SECTION MAY BE REVISED UPON REVIEW BY GLACIER AND ITS COUNSEL OF HUB'S EMPLOYEE BENEFIT PLANS AND ANY PROFIT SHARING PLANS].
Employee Benefit Issues. 38 6.6 Indemnification of Directors and Executive Officers............................................ 38 SECTION 7. TERMINATION OF AGREEMENT AND ABANDONMENT OF TRANSACTION............................................... 39
Employee Benefit Issues. 56 6.3 Indemnification of Directors and Executive Officers .......................................... 56 6.4 AB ESOP. ............................................................................................................ 58 ARTICLE 7
Employee Benefit Issues. 27 SECTION 6.6 Access; Cooperation...................................... 28 SECTION 6.7 MTN Minority Stockholders................................ 28