Employee Benefits Clause Samples

Employee Benefits. All employees of the Company who continue employment with Parent, Transitory Subsidiary, the Surviving Corporation or a respective Subsidiary thereof upon or after the Effective Time (the “Continuing Employees”) shall be eligible to participate in all benefit plans and programs maintained for similarly situated employees of Parent (or in substantially similar programs) immediately as of the Effective Time, on the same terms applicable to similarly situated employees of Parent. Parent shall or shall cause Transitory Subsidiary, Surviving Corporation or a respective Subsidiary thereof maintaining such plans upon or after the Effective Time to grant Continuing Employees service credit for purposes of eligibility and vesting, and benefit accruals in the case of paid time off, vacation and holiday benefits, under such plans for each respective Continuing Employee’s service with the Company or an ERISA Affiliate of Company. Parent, in its discretion, may in the alternative maintain the Employee Benefits Plans maintained by Company and its ERISA Affiliates upon or after the Effective Time for Continuing Employees working with the Transitory Subsidiary, the Surviving Corporation or a respective Subsidiary thereof upon or after the Effective Time. In addition, Parent shall use its commercially reasonable best efforts or shall cause Transitory Subsidiary, Surviving Corporation or a respective Subsidiary thereof maintaining such plans upon or after the Effective Time to use its respective commercially reasonable best efforts to waive or cause any applicable service or benefit plan provider including, without limitation, an insurance company to waive any preexisting condition exclusions or waiting periods, and shall grant credit to Continuing Employees for deductibles, co-payments and out of pocket expenses previously paid by applicable Continuing Employees. Company agrees to cooperate with Parent to carry out the provisions of this Section 6.15.

Employee Benefits. (i) Section 3(aa) of the Disclosure Schedule lists each material Employee Benefit Plan that any of the Division and the Division Subsidiaries maintains, to which any of the Division and the Division Subsidiaries contributes material amounts or has any material obligation to contribute, or with respect to which any of the Division and the Division Subsidiaries has any material Liability or potential material Liability (collectively, the “Seller Benefit Plans”). (A) All material contributions (including all employer contributions and employee salary reduction contributions) which are due have been contributed to each such Seller Benefit Plan that is an Employee Pension Benefit Plan and all material contributions for any period ending on or before the Closing Date which are not yet due have been made to each such Seller Benefit Plan or accrued in accordance with applicable laws and the past custom and practice of the Division and the Division Subsidiaries. All material premiums or other material payments for all periods ending on or before the Closing Date have been paid with respect to each such Seller Benefit Plan that is an Employee Welfare Benefit Plan. (B) None of the Seller Benefit Plans is a Multiemployer Plan, a Defined Benefit Plan, and none of the Seller, its Subsidiaries, and any ERISA Affiliate contributes to, has any obligation to contribute to, or has any Liability (including withdrawal liability as defined in ERISA Section 4201) under or with respect to any Multiemployer Plan or Defined Benefit Plan. (C) The Seller has delivered to the Buyer the current, correct and complete copy of each the plan document and summary plan description, the most recent determination letter received from the Internal Revenue Service, the most recent annual report (IRS Form 5500, with all applicable attachments), and the current, correct, and complete copy of each related trust agreements, insurance contract, or other funding arrangement which implements each such Seller Benefit Plan. (ii) With respect to each Seller Benefit Plan, neither the Division, the Division Subsidiaries nor any ERISA Affiliate, nor any of the Seller Employee Plans, nor any trust created thereunder, nor any trustee or administrator thereof has engaged in a transaction in connection with which the Division, the Division Subsidiaries, nor any of the Seller Employee Plans, any such trust, or any trustee or administrator thereof, could, directly or indirectly, be subject to a material civil pena...

Employee Benefits. (i) Schedule 4(m) hereto lists each Employee Benefit Plan that is sponsored, maintained or contributed to or required to be contributed to by the Seller or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with the Seller would be deemed a "single employer" within the meaning of Section 4001(b) of ERISA. (A) Each such Employee Benefit Plan (and each related trust, insurance contract, or fund) complies in form and in operation in all respects with the applicable requirements of ERISA and the Code, except where the failure to comply would not have a material adverse effect on the condition (financial or otherwise) of Seller. (B) All contributions (including all employer contributions and employee salary reduction contributions) which are due have been paid to each such Employee Benefit Plan which is an Employee Pension Benefit Plan. (C) Each such Employee Benefit Plan which is an Employee Pension Benefit Plan has received a determination letter from the Internal Revenue Service to the effect that it meets the requirements of Code Section 401(a). (D) Seller has made available to Buyer correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts, and other funding agreements which implement each such Employee Benefit Plan. (E) No such Employee Benefit Plan which is an Employee Pension Benefit Plan (other than any Multiemployer Plan) has been completely or partially terminated or been the subject of a Reportable Event as to which notices would be required to be filed with the PBGC. No proceeding by the PBGC to terminate any such Employee Pension Benefit Plan (other than any Multiemployer Plan) has been instituted. (F) No action, suit, proceeding, hearing, or investigation with respect to the administration or the investment of the assets of any such Employee Benefit Plan (other than routine claims for benefits) is pending, except where the action, suit, proceeding, hearing, or investigation would not have a material adverse effect on the condition (financial or otherwise) of Seller. (G) Neither Seller nor any ERISA Affiliate has incurred any liability to the PBGC (other than PBGC premium payments) or otherwise under Title IV of ERISA (including any withdrawal liability) with respect to any such Employee Benefit Plan which is an...

Employee Benefits. (a) Except to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect, comply in all respects with the applicable provisions of ERISA and the Code. (b) Furnish to the Administrative Agent: (i) as soon as possible after, and in any event within five days after any Responsible Officer of any Loan Party or any ERISA Affiliate of any Loan Party knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could be expected to result in liability of the Loan Parties or any of their ERISA Affiliates in an aggregate amount exceeding $15.0 million, a statement of a Financial Officer of such Loan Party setting forth details as to such ERISA Event and the action, if any, that the Loan Parties propose to take with respect thereto; and (ii) following receipt of such statement by the Administrative Agent and upon request of the Administrative Agent, copies of (A) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or any ERISA Affiliate with the Internal Revenue Service with respect to each plan; (B) the most recent actuarial valuation report for each Plan; (C) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (D) all notices received by any Loan Party or any ERISA Affiliates from a Multiemployer Plan sponsor or any governmental entity concerning an ERISA Event; and (E) copies of any documents described in Sections 101(k) or 101(l) of ERISA that any Loan Party or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided, that, if any Loan Party or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Loan Party or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof.

Employee Benefits. (a) With respect to any Employee Benefit Plan or Foreign Plan as of the Closing Date, comply in all respects with the applicable provisions of ERISA, the Code and Requirements of Law applicable in respect of any Foreign Plan except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect; and (b) Furnish to the Administrative Agent (x) as soon as reasonably practicable after, and in any event within 10 days (or such later date as may be agreed to by the Administrative Agent in its sole discretion) after any Responsible Officer of any Group Member knows or has reason to know that any ERISA Event or any failures to meet funding or other applicable Requirements of Law with respect to Foreign Plans has occurred that, alone or together with any other ERISA Event or such noncompliance event with respect to Foreign Plans, would reasonably be expected to result in liability of the Group Members which would reasonably be expected to have a Material Adverse Effect or the imposition of a Lien on any property of any Credit Party, a statement of a Responsible Officer of the Borrower setting forth details as to such ERISA Event or such noncompliance event with respect to Foreign Plans and the action, if any, that the Group Members propose to take with respect thereto, (y) upon reasonable request by the Administrative Agent, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Group Members or any ERISA Affiliate with the Internal Revenue Service with respect to each Plan; (ii) the most recent actuarial valuation report for each Plan or Foreign Plan; (iii) all notices received by any Group Member or any ERISA Affiliate from a Multiemployer Plan sponsor or any Governmental Authority concerning an ERISA Event or such noncompliance event with respect to Foreign Plans; and (iv) such other documents or governmental reports or filings relating to any Plan or Foreign Plan in each case, that is sponsored by, or contributed by, a Group Member, as the Administrative Agent shall reasonably request and (z) promptly following any request therefor, copies of (i) any documents described in Section 101(k) of ERISA that any Group Member has received with respect to any Multiemployer Plan and (ii) any notices described in Section 101(1) of ERISA that any Group Member has received with respect to any Multiemployer Plan; provided that if any Group Member has not received such documents or notices...

Employee Benefits. (a) Section 3.11(a) of the Company Disclosure Letter sets forth, with respect to the Company, a complete, correct and current list of all “employee benefit plans,” as defined in Section 3(3) of the Employment Retirement Income Security Act of 1974 (“ERISA”), and all other material employee benefit plans or other benefit arrangements including bonus plans, fringe benefits, executive compensation, consulting or other compensation agreements, change in control agreements, incentive, equity or equity-based compensation, deferred compensation arrangements, share purchase, severance pay, sick leave, vacation pay, salary continuation, hospitalization, medical benefits, life insurance, other welfare benefits, cafeteria, scholarship programs, directors’ benefit, bonus or other incentive compensation (each a “Plan” and, collectively, the “Plans”), which the Company or any Company Subsidiary or ERISA Affiliate sponsors, maintains, contributes to or has any obligation to contribute to or with respect to which the Company or any Company Subsidiary or ERISA Affiliate has any direct or indirect liability, but excluding, for the avoidance of doubt, any PEO Plans (each a “Company Employee Benefit Plan” and collectively, the “Company Employee Benefit Plans”). In addition, Section 3.11(a) of the Company Disclosure Letter sets forth each Plan that is sponsored, maintained or contributed to by any professional employer organization for the benefit of employees of the Company or any Company Subsidiary (each a “PEO Plan” and collectively, the “PEO Plans”). (b) None of the Company Employee Benefit Plans or, to the Company’s knowledge, any PEO Plan, is or has been subject to Title IV of ERISA, or is or has been subject to Sections 4063 or 4064 of ERISA, nor is the Company, any Company Subsidiary or any ERISA Affiliate obligated to contribute (and such entities have not, in the past six (6) years, had an obligation to contribute) to a multiemployer plan, as defined in Section 3(37) of ERISA (a “Multiemployer Plan”). Neither the Company nor any ERISA Affiliate has incurred any present or contingent liability under Title IV of ERISA, nor does any condition exist that would reasonably be expected to result in any such liability. (c) None of the Company, its Subsidiaries or any of their respective ERISA Affiliates contributes to or has in the past six (6) years maintained, sponsored, contributed to, or had any obligation to maintain, sponsor or contribute to, or had any liability or ob...

Employee Benefits. (a) For a period beginning at the Closing and continuing for the period ending 12 months after the Closing (the “Continuation Period”) or, if earlier, the date of termination of the relevant employee, Parent shall provide, or shall cause to be provided, to each employee of the Company as of immediately prior to the Closing who, in each case, remains employed with the Company, Parent or any of their Subsidiaries following the Closing (each, a “Continuing Employee”) with (i) a base salary or hourly wage rate that is no less favorable than that provided to the applicable Continuing Employee immediately prior to the Closing, (ii) annual and short-term cash incentive opportunities that are, in the aggregate, no less favorable than those provided to the applicable Continuing Employee immediately prior to the Closing, (iii) severance benefits that are no less favorable than those set forth in Part 5.6(a) of the Company Disclosure Schedule and (iv) other employee benefits (excluding equity compensation, deferred compensation, defined benefit pension plans, post-employment health and welfare programs, transaction or retention incentives and severance) substantially comparable in the aggregate to those provided to the applicable Continuing Employee immediately prior to the Closing. Notwithstanding the foregoing, neither Parent nor any of its affiliates shall be obligated to continue to employ any Continuing Employee for any specific period of time following the Closing. (b) For all purposes under the employee benefit plans of Parent or its Affiliates providing benefits to Continuing Employees after the Closing (the “New Plans”), each Continuing Employee shall be credited with his or her years of service with the Company and its predecessors before the Closing, to the same extent as such Continuing Employee was entitled, before the Closing, to credit for such service under any similar Company Employee Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing; provided that the foregoing shall not apply with respect to retiree medical or welfare plans, benefit accrual under any defined benefit pension plan, or to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (i) Parent shall use reasonable best efforts to cause each Continuing Employee and his or her eligible dependents to be immediately eligible to participate, with...

Employee Benefits. (i) A copy of each bonus, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, employment, termination, severance, change of control, compensation, medical, health or other plan, agreement, policy or arrangement that covers employees, directors, former employees or former directors of the Company and its Subsidiaries (the "Compensation and Benefit Plans") and any trust agreement or insurance contract forming a part of such Compensation and Benefit Plans has been made available to Parent prior to the date hereof. The Compensation and Benefit Plans are listed in Section 5.1(h) of the Company Disclosure Letter and any "change of control" or similar provisions therein are specifically identified in Section 5.1(h) of the Company Disclosure Letter. (ii) All Compensation and Benefit Plans are in substantial compliance with all applicable law, including, to the extent applicable, the Code and the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Each Compensation and Benefit Plan that is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service (the "IRS"), and the Company is not aware of any circumstances likely to result in revocation of any such favorable determination letter. There is no pending or, to the knowledge of the executive officers of the Company, threatened material litigation relating to the Compensation and Benefit Plans. Neither the Company nor any of its Subsidiaries has engaged in a transaction with respect to any Compensation and Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, would subject the Company or any of its Subsidiaries to a material tax or penalty imposed by either Section 4975 of the Code or Section 502 of ERISA. (iii) As of the date hereof, no liability under Subtitle C or D of Title IV of ERISA has been or is expected to be incurred by the Company or any of its Subsidiaries with respect to any ongoing, frozen or terminated "single-employer plan", within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them, or the single-employer plan of any entity which is considered one employer with the Company under Section 4001 of ERISA or...

Employee Benefits. During the Employment Term, the Executive shall be entitled to participate in all employee benefit plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”), on a basis which is no less favorable than is provided to other similarly situated executives of the Company, to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or terminate any Employee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.