Employee Benefit Liability Sample Clauses

Employee Benefit Liability. 56 12.6. Acknowledgement of CII Agreement Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 12.7. Employee Payroll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 13. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 13.1. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 13.2. Noncompetition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 13.3. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 13.4. Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 13.5. Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 13.6. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 13.7. Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 13.8. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 13.9. Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 13.10. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 13.11. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 13.12. No Third Party Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 13.13. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 13.14. Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 13.15. No Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 13.16. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 EXHIBIT LIST Exhibit A Option Holder Agreement Exhibit B Form of Opinion of Cummxxxx & Xockxxxx, xxunsel to Seller Exhibit C Form of Opinion of in-house counsel to Buyer (v) 7 SCHEDULE INDEX
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Employee Benefit Liability. Except as provided herein, neither Buyer, the Company, nor any of Buyer's Affiliates shall assume or be liable for any obligations under or with respect to any Employee Benefit Plan or Pension Plan. The Company is and shall be liable for obligations to employees of the Company (excluding employees identified on Schedule 5.21) for (i) accrued vacation pay which is reflected on the Balance Sheet set forth in Schedule 3.9 within "Accrued Miscellaneous Expenses" and does not exceed $70,000 in the aggregate, (ii) severance benefits which are not accrued or reflected on the Balance Sheet set forth in Schedule 3.9 and do not exceed $140,000 in the aggregate (exclusive of severance payments to which Willxxx Xxxxxxx xxx Alan Xxxxx xxx be entitled in accordance with employment agreements identified on Schedule 3.15.17 for which the Company is liable), and (iii) amounts collected from employees pursuant to the Company's medical and dependent care reimbursement plan which are accrued and reflected on the Balance Sheet set forth in Schedule 3.9 within "Accrued Miscellaneous Expenses" and do not exceed $2,000, in the aggregate, all of the foregoing amounts being as of September 30, 1995. Provided such foregoing amounts are true and correct and increases thereto for the month of October 1995 are in the ordinary course consistent with past practice, Seller shall have no liability for such amounts.
Sample 1
Employee Benefit Liability. Employee Benefit Liability Coverage with the following limits of coverage:
Sample 1
Employee Benefit Liability. Employee Benefit Liability Coverage with the following limits of coverage: aa. $500,000.00 Employee’s Benefit Liability - each claim. bb. $500,000.00 Employee’s Benefit Liability - Aggregate.
Sample 1
Employee Benefit Liability. Employee Benefit Liability protects you against claims made by your employees, families or estates that are the result of errors or omissions of your staff in the administration of your employee benefit programs. The policy applies to claims made during the policy period which occurred on or after the retroactive date. LIMIT: $1,000,000 Each Claim ----- $1,000,000 Aggregate DEDUCTIBLE: $1,000 ---------- RETRO DATE: July 1, 1994 ---------- WORKERS' COMPENSATION GEORGIA, ILLINOIS, INDIANA, CALIFORNIA, MASSACHUSETTS COVERAGE: -------- This policy provides benefits in accordance with State law for employees (including executive officers) injured or killed in accidents arising out of and in course of their employment. Benefits include medical payments, disability and death. POLICY INCLUDES: --------------- Other States Coverages: Except coverage is not available in Ohio, Washington, Nevada, West Virginia, Wyoming, and North Dakota. In these states, coverage must be purchased directly from the State Fund. Employers' Liability: $500,000 Each Person $500,000 Disease Each Accident $500,000 Disease Each Person Experience Modification of 1.26 -------------------------------------------------------------------------------- EXPOSURES -------------------------------------------------------------------------------- STATE CLASSIFICATION CODE PAYROLL -------------------------------------------------------------------------------- Georgia Salespersons 8742 89,000 ------------------------------------------------------------- Clerical 8810 10,674 -------------------------------------------------------------------------------- Illinois Salespersons 8742 84,000 -------------------------------------------------------------------------------- Indiana Salespersons 8742 89,000 ------------------------------------------------------------- Clerical 8810 1,598 -------------------------------------------------------------------------------- California Salespersons 8742 80,000 -------------------------------------------------------------------------------- Massachusetts Salespersons 8742 80,000 --------------------------------------------------------------------------------
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Related to Employee Benefit Liability

  • 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.”

  • Employee Benefit Plans Exhibit 3.16 hereto sets forth a list of each "employee pension benefit plan" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) maintained or contributed to by the Company (the "Retirement Plans"). Neither the Company nor any entity which is treated as a single employer along with the Company under Section 414(b), (c), (m) or (o) of the Code maintains or contributes to, or has ever maintained or contributed to, or been required to contribute to a multiemployer plan within the meaning of Section 3(37) of ERISA or any plan subject to Title IV of ERISA. Exhibit 3.16 hereto also sets forth a list of each "employee welfare benefit plan" (as defined in Section 3(1) of ERISA) and each other employee benefit plan, program, arrangement, practice or contract, whether formal or informal, maintained by the Company providing benefits or compensation to or on behalf of employees or former employees of the Company (the "Benefits Plans"). The Retirement Plans and Benefit Plans are in compliance in all material respects with the presently applicable provisions of ERISA and the Code, and the Retirement Plans are qualified under Section 401(a) of the Code. No contributions are required to be made by the Company to any Retirement Plan and all other liabilities with respect to any Retirement Plan or Benefit Plan shall have been satisfied prior to or on the Closing Date. The Company has filed or caused to be filed all reports required to be filed by it with the Internal Revenue Service or the Department of Labor under applicable provisions of ERISA and the Code with respect to each of the Retirement Plans and Benefit Plans. No liability to the Pension Benefit Guaranty Corporation has been incurred with respect to any Retirement Plan subject to Title IV of ERISA that has not been satisfied in full.

  • Participation in Employee Benefit Plans The Executive shall be permitted during the Term, if and to the extent eligible, to participate in any group life, hospitalization or disability insurance plan, health program, or any pension plan or similar benefit plan of the Company, which is available generally to other senior executives of the Company.

  • Employee Benefits; ERISA (a) Schedule 4.17 contains a true and complete list of each material bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance, change-in-control, or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement or arrangement, and each other material employee benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be contributed to by any Conveyed Entity, any Subsidiary thereof or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with any Conveyed Entity would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA, for the benefit of any employee or former employee of any Conveyed Entity, Subsidiary thereof or any ERISA Affiliate (the "Plans"). Schedule 4.17 identifies each of the Plans that is an "employee welfare benefit plan," or "employee pension benefit plan" as such terms are defined in Sections 3(1) and 3(2) of ERISA (such plans being hereinafter referred to collectively as the "ERISA Plans"). No Conveyed Entity, Subsidiary thereof or any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, to create any additional Plan or modify or change any existing Plan that would affect any employee or former employee of any Conveyed Entity, any Subsidiary thereof or any ERISA Affiliate except to the extent that any such creation, modification or change could not, individually or in the aggregate, reasonably be expected to result in a material liability of a Conveyed Entity or any of its Subsidiaries.

  • 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 Matters Except as would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect: (a) each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) providing benefits to any current or former employee, officer or director of the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) that is sponsored, maintained or contributed to by the Company or any member of its Controlled Group and for which the Company or any member of its Controlled Group would have any liability, whether actual or contingent (each, a “Plan”) has been maintained in compliance with its terms and with the requirements of all applicable statutes, rules and regulations, including ERISA and the Code; (b) with respect to each Plan subject to Title IV of ERISA (including, for purposes of this clause (b), any plan subject to Title IV of ERISA that the Company or any member of its Controlled Group previously maintained or contributed to in the six years prior to the Signing Date), (1) no “reportable event” (within the meaning of Section 4043(c) of ERISA), other than a reportable event for which the notice period referred to in Section 4043(c) of ERISA has been waived, has occurred in the three years prior to the Signing Date or is reasonably expected to occur, (2) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred in the three years prior to the Signing Date or is reasonably expected to occur, (3) the fair market value of the assets under each Plan exceeds the present value of all benefits accrued under such Plan (determined based on the assumptions used to fund such Plan) and (4) neither the Company nor any member of its Controlled Group has incurred in the six years prior to the Signing Date, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including any Plan that is a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (c) each Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service with respect to its qualified status that has not been revoked, or such a determination letter has been timely applied for but not received by the Signing Date, and nothing has occurred, whether by action or by failure to act, which could reasonably be expected to cause the loss, revocation or denial of such qualified status or favorable determination letter.

  • Other Employee Benefit Plans During the Employment Period, except as otherwise expressly provided herein, the Executive shall be entitled to participate in all compensation, incentive, employee benefit, welfare and other plans, practices, policies and programs and fringe benefits on a basis no less favorable than that provided to any other executive officer of the Company.

  • Employee Benefit Plans and Compensation (a) For purposes of this Section 2.22, the following terms shall have the meanings set forth below:

  • Welfare, Pension and Incentive Benefit Plans During the Employment Period, the Executive (and his eligible spouse and dependents) shall be entitled to participate in all the welfare benefit plans and programs maintained by the Company from time to time for the benefit of its senior executives including, without limitation, all medical, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs. In addition, during the Employment Period, the Executive shall be eligible to participate in all pension, retirement, savings and other employee benefit plans and programs maintained from time to time by the Company for the benefit of its senior executives.

  • Employee Benefit Plans; Labor Matters (a) Section 2.11(a) of the Company Disclosure Schedule lists as of the date hereof all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance and other similar fringe or employee benefit plans, programs or arrangements and any current or former employment or executive compensation or severance agreements written or otherwise maintained or contributed to for the benefit of or relating to any employee or former employee of the Company, any trade or business (whether or not incorporated) that is a member of a controlled group including the Company or that is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate "), as well as"), excluding ") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any of the documents and under Section foregoing that are instruments 4069 (if such required to be governing each plan has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISA). No event available to has occurred and, Parent a copy of to the knowledge (i) the most of the Company, recent annual there currently report on Form exists no 5500 filed with condition or set the Internal of circumstances Revenue Service in connection (the "IRS with which the Company or any of its subsidiaries could be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA, that would have a Material Adverse Effect on the Company.

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