Employee Benefit Plan Liabilities. All liabilities and obligations under each of the Employee Benefit Plans (as defined in Section 6(m)(i)) or any employee benefit plan, agreement or other arrangement, program or policy maintained or sponsored by Seller or any of its subsidiaries;
Employee Benefit Plan Liabilities. Liabilities relating to --------------------------------- any employment or labor claim or any claim relating to an Employee Benefit Plan or any employment discrimination charge, sexual harassment claim or any ERISA based claim for periods prior to the Closing Date;
Employee Benefit Plan Liabilities. Except as described in Schedule 3.24, neither the Company nor any current or former Plan Affiliate maintains, sponsors, contributes to or is obligated to make contributions to, or has or could have any liability with respect to, any written or oral “Employee Pension Benefit Plan” (as defined in Section 3(2) of ERISA), “Employee Welfare Benefit Plan” (as defined in Section 3(1) of ERISA), “Multi-employer Plan” (as defined in Section 3(37) of ERISA), plan of deferred compensation (whether qualified or non-qualified), medical plan, life insurance plan, short or long term disability plan, dental, vision or prescription drug plan, employee or former employee personnel policy (including vacation time, holiday pay, bonus programs, moving expense reimbursement programs, severance and sick leave), excess supplemental benefit plan, bonus or incentive plan (including stock options, restricted stock, stock bonus and deferred bonus plans), salary reduction agreement, change of control agreement, employment agreement, consulting agreement or any other benefit program, policy, arrangement, agreement or contract (collectively, “Employee Benefit Plans”), whether or not terminated or maintained pursuant to a collective bargaining agreement or otherwise, which could give rise to or result in the Company having any liability.
Employee Benefit Plan Liabilities. Except as disclosed in Schedule 2.8(c), (i) there are no material liabilities in respect of any Benefit Plan that has not been accrued or reserved for in accordance with United States GAAP or another appropriate financial accounting standard in accordance with customary practice in the applicable jurisdiction or otherwise disclosed in writing to the Purchaser; and (ii) none of the assets of any member of the Company Group are subject to a Lien under ERISA, the Code or other applicable law and there are no facts that could reasonably be likely to form the basis for such a Lien. None of the Sellers nor any member of the Company Group have any express or implied commitment with respect to the Business to (A) create, incur any material liability with respect to or cause to exist any other Benefit Plan; (B) enter into any contract or agreement to provide compensation or benefits to any individual; or (C) to modify, change or terminate any Benefit Plan other than with respect to a modification, change or termination required by this Agreement, ERISA, the Code or to otherwise comply with applicable law.
Employee Benefit Plan Liabilities. Seller shall retain and be liable for all liabilities under any Bank Benefit Plans and shall make or provide any required payments or benefits thereunder, including without limitation, the payment to the Transferred Employees of amounts in respect of any earned and unused vacation or other paid time-off with respect to periods prior to the applicable Transfer Date, as soon as reasonably practicable following the applicable Transfer Date. Effective as of the applicable Transfer Date, Seller shall cause any unvested accounts of the Transferred Employees under the applicable defined contribution plans of the Seller to be fully vested. For the avoidance of doubt, with respect to welfare benefits and workers’ compensation, Seller and its Affiliates shall be solely responsible for claims for welfare benefits and for workers’ compensation, in each case that are incurred by or with respect to any Transferred Employee (and his or her spouse, dependents or beneficiaries) before his or her Transfer Date.
Employee Benefit Plan Liabilities. In respect of all IQX --------------------------------- Employee Benefit Plans sponsored or created by the Majority Stockholder or any affiliate thereof (other than IQX) covering any employees of IQX or any of its subsidiaries ("Sponsored Benefit Plans"), the Majority Stockholder or such affiliate shall retain all accrued benefit obligations, Liabilities (whether or not otherwise transferable by operation of Law) and assets through the Closing Date for all of the then active, vested, former and retired employees of IQX and its subsidiaries covered under any such Sponsored Benefit Plans. All employees of IQX and its subsidiaries covered under any retirement plan which is a Sponsored Benefit Plan will be fully vested on the Closing Date and their accrued benefits determined under such retirement plan as of the Closing Date. No further benefits and/or service for any purpose will be accrued under such retirement plan for said employees after the Closing Date. Distribution of such vested, accrued benefits shall be made to such active, vested former and retired employees by the Majority Stockholder or its affiliates in accordance with the terms of such retirement plan.
