Employee Benefit Programs Sample Clauses
The Employee Benefit Programs clause outlines the types of benefits an employer provides to its employees, such as health insurance, retirement plans, or paid leave. It typically details eligibility requirements, enrollment procedures, and the scope of coverage for each benefit offered. This clause ensures that employees are informed about their entitlements and helps prevent misunderstandings regarding the availability and terms of workplace benefits.
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Employee Benefit Programs. (a) Except as set forth in Section 5.13(a) of the Seller Disclosure Schedule, none of Seller, any of the Seller Subsidiaries or any other ERISA Affiliate contributes to or maintains (or is obligated to contribute to or maintain), and none of Seller, any of the Seller Subsidiaries or any other ERISA Affiliate may incur any liability under any “employee pension benefit plan” (the “Seller Pension Plans”), as such term is defined in Section 3(2) of ERISA, “employee welfare benefit plan” (the “Seller Benefit Plans”), as such term is defined in Section 3(1) of ERISA, employment, severance or similar agreement, contract or policy, stock option plan, restricted stock plan, stock purchase plan, deferred compensation plan, bonus or incentive plan, or other employee benefit plan for Seller Personnel or their respective dependents or beneficiaries, or any other plan, program or arrangement of the same or similar nature that provides benefits to non-employee directors of Seller, any Seller Subsidiary or any other ERISA Affiliate (collectively, the “Seller Other Plans”).
(b) Seller has made available to Parent complete and accurate copies of each of the following with respect to each of the Seller Pension Plans, Seller Benefit Plans and Seller Other Plans: (i) plan document and any amendments thereto and a description if such Seller Pension Plan, Seller Benefit Plan or Seller Other Plan is not in writing; (ii) trust agreement or insurance contract (including any fiduciary liability policy or fidelity bond), if any; (iii) most recent IRS determination or opinion letter, if any; (iv) the annual report on Form 5500 for the three most recent plan years; (v) the financial and/or actuarial report, if any, for the three most recent plan years; and (vi) summary plan description, any summary of material modifications thereto, and any material employee communications.
(c) Except as set forth in Section 5.13(c) of the Seller Disclosure Schedule, each of the Seller Pension Plans, Seller Benefit Plans and Seller Other Plans, which are maintained or contributed to by Seller, any Subsidiary of Seller or any other ERISA Affiliate, has been and is administered in material compliance with its terms and has been and is in material compliance with the applicable provisions of ERISA (including, but not limited to, the funding and prohibited transactions provisions thereof), the Code and all other applicable Laws.
(d) None of Seller, any of the Seller Subsidiaries nor any other ERISA Affilia...
Employee Benefit Programs. In addition to the compensation to which the Executive is entitled pursuant to the provisions of Section 3 hereof, during the Term the Executive will be entitled to participate in any stock option plan, stock purchase plan, pension or retirement plan, and insurance or other employee benefit plan that is maintained at that time by the Company for its employees, including any programs of life, disability, basic medical and dental, and supplemental medical and dental insurance. All applicable insurance coverage for spouse and family including all health and dental coverage shall also be covered as a benefit to Executive.
Employee Benefit Programs. 4 8. Disability.................................................................................
Employee Benefit Programs. The Executive is entitled to participate in any pension, 401(k), insurance or other employee benefit plan that is maintained by the Company for its executives, including programs of life and medical insurance and reimbursement of membership fees in professional organizations.
Employee Benefit Programs. During the Employment Term, the Executive shall be entitled to participate in all employee pension and welfare benefit plans and programs made available to the Company’s senior level executives.
Employee Benefit Programs. (a) Section 3.11 of the Seller Disclosure Schedule sets forth a list of every Employee Program currently maintained by the Seller or an Affiliate.
(b) Each Employee Program currently maintained by the Seller or an Affiliate which has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the Internal Revenue Service ("IRS") regarding its qualification under such section. To the knowledge of the Seller, no event or omission has occurred which would cause any Employee Program currently maintained by the Seller or an Affiliate to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code Section (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. No partial termination (within the meaning of Section 411(d)(3) of the Code) has occurred with respect to any Employee Program currently maintained by the Seller or an Affiliate.
(c) All of the Employee Programs currently maintained by the Seller and its Affiliates comply and have been maintained in all material respects with all applicable requirements of ERISA, the Code and other applicable laws. There has occurred no "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) with respect to the Employee Programs currently maintained by the Seller and its Affiliates which is likely to result in the imposition of any penalties or taxes upon Seller or its Affiliates under Section 502(i) of ERISA or Section 4975 of the Code. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of Seller, threatened with respect to any such Employee Program. All payments and/or contributions required to have been made (under the provisions of any agreements or other governing documents or applicable law) with respect to the Employee Programs currently maintained by the Seller or any Affiliate, for all periods prior to the Closing Date, either have been made or have been accrued.
(d) Neither the Seller nor any Affiliate has incurred any material liability under title IV of ERISA which has not been paid in full prior to the Closing. T...
Employee Benefit Programs. (a) Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter sets forth a list of every material and significant Employee Program that is currently maintained by ▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇ Affiliate") ("▇▇▇▇▇▇▇ Employee Programs").
(b) Each ▇▇▇▇▇▇▇ Employee Program which has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section and except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter has, in fact, been qualified under the applicable section of the Code from the effective date of such ▇▇▇▇▇▇▇ Employee Program through and including the Closing Date (or, if earlier, the date that such ▇▇▇▇▇▇▇ Employee Program). No event or omission has occurred which would cause any such ▇▇▇▇▇▇▇ Employee Program to lose its qualification under the applicable Code section.
(c) Neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate knows, nor should any of them reasonably know, of any material failure of any party to comply with any laws applicable with respect to the ▇▇▇▇▇▇▇ Employee Programs. With respect to any ▇▇▇▇▇▇▇ Employee Program, there has been no (i) "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975, (ii) material failure to ----- comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of ▇▇▇▇▇▇▇, threatened with respect to any such ▇▇▇▇▇▇▇ Employee Program.
(d) Except as disclosed in Section 5.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, during the last 3 years, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Affiliate (i) has maintained any Employee Program which has been subject to title IV of ERISA or Code Section 412 (a "▇▇▇▇▇▇▇ Title IV Plan"), including, but not limited to, any Multiemployer Plan, (ii) has provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title ...
Employee Benefit Programs. Employee shall be entitled to participate in the Company’s employee health and welfare plans, policies, programs and arrangements as they may be amended from time to time, to the extent Employee meets the eligibility requirements for any such plan, policy, program or arrangement.
Employee Benefit Programs. (a) Section 2.14(a) of the Company Disclosure Schedule sets forth a list of every Employee Program maintained by the Company or any of its Subsidiaries (the “Company Employee Programs”).
(b) Each Company Employee Program that is intended to qualify under Section 401(a) of the Code has received a favorable determination or approval letter from the IRS with respect to such qualification, or may rely on an opinion letter issued by the IRS with respect to a prototype plan adopted in accordance with the requirements for such reliance, or has time remaining for application to the IRS for a determination of the qualified status of such Company Employee Program for any period for which such Company Employee Program would not otherwise be covered by an IRS determination. To the Knowledge of the Company, no event or omission has occurred that would reasonably be expected to cause any Company Employee Program intended to qualify under Section 401(a) of the Code to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits.
(c) Each Company Employee Program has been administered in all material respects in accordance with its terms and in accordance with ERISA, the Code and other applicable Laws. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the Knowledge of the Company, threatened in writing with respect to any such Company Employee Program. All payments and/or contributions required to have been made (under the provisions of any agreements or other governing documents or applicable Laws) with respect to all Company Employee Programs, for all periods prior to the Closing Date, either have been made or have been accrued or otherwise adequately reserved on the Company Financial Statements except as would not be material.
(d) No Company Employee Program has been or is subject to Section 302 or Title IV of ERISA and/or Code Section 412, including a Multiemployer Plan, and the Company does not have any liability for any Employee Program that is subject to Title IV of ERISA and that is or has been maintained, contributed to, or required to be contributed to by an ERISA Affiliate of the Company. None of the Company Employee Programs provides (or has ever provided) health care or any other welfare benefits to any employees after their employment is terminated (other than as required by part 6 of subti...
Employee Benefit Programs. During the Term, the Executive shall be entitled to participate in all employee benefit programs of the Company as in effect from time to time and in which the Company’s senior executives are eligible to participate, subject to the regular eligibility requirements with respect to each such employee benefit program, and such other benefits or perquisites as may be approved for the Executive by the Board of Directors of the Company.