Employee Benefits and Related Matters. (a) Seller has made available to Purchaser a true, complete and correct list, as of the date of this Agreement, of each material Target Entity Plan. With respect to each material Target Entity Benefit Plan, Seller has made available to Purchaser, to the extent applicable: (i) true, complete and correct copies of all plan documents and related trust agreements, insurance contracts or other funding arrangements; (ii) the most recent annual funding report, or such similar reports, statements or information returns required to be filed with or delivered to any Governmental Authority (including reports filed on Form 5500 with accompanying schedules and attachments), if any; (iii) the most recent determination, qualification or opinion letter or similar document issued by any Governmental Authority for each such Target Entity Benefit Plan intended to qualify for favorable tax treatment and any pending application thereof; (iv) all current summary plan descriptions; (v) all material amendments and modifications to any such Target Entity Benefit Plan; and (vi) for the last two (2) years, all material written communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor or any other Governmental Authority. Neither Seller, nor the Target Entities has communicated to any Employee any intention or commitment to amend or modify any Target Entity Benefit Plan or to establish or implement any other employee or retiree benefit or compensation plan or arrangement.
Employee Benefits and Related Matters. (a) From and after the Effective Time, Xxxxxx shall honor, or shall cause one of its Subsidiaries (including the Surviving Corporation) to honor, all contractual obligations under the Xxxxxx Plans and Rook Plans, including, without limitation, all such contractual obligations as set forth on Section 5.10(a) of the Xxxxxx Disclosure Letter. For all purposes under the employee benefit plans of Xxxxxx and its Subsidiaries (including the Surviving Corporation) providing benefits to any Continuing Employee after the Effective Time (the “New Plans”), and subject to applicable Law, each Continuing Employee shall be credited with his or her years of service with Rook, Xxxxxx or any of their respective Subsidiaries, as the case may be, before the Effective Time for purposes of eligibility and vesting, to the same extent as such Continuing Employee was entitled, before the Effective Time, to credit for such service under any similar Rook Plans or Xxxxxx Plans, as applicable, except to the extent such credit would result in a duplication of benefits and except for benefit accruals under any defined benefit pension plan or post-retirement health, welfare or life insurance plan. In addition, and without limiting the generality of the foregoing, and subject to any applicable Law: (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans which are welfare benefit plans to the extent coverage under such New Plan replaces coverage under a comparable Rook Plan or Xxxxxx Plan, as applicable, in which such Continuing Employee participated immediately before the Effective Time; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, Xxxxxx or the Surviving Corporation, as applicable, shall use reasonable best efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and Xxxxxx or the Surviving Corporation, as applicable, shall cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applic...
Employee Benefits and Related Matters. (a) Parent agrees that, during the period commencing at the Effective Time and ending on the first anniversary of the Effective Time, the employees of the Company and its Subsidiaries will continue to be provided with (i) base salaries and cash bonus opportunities (including annual and long-term cash bonus opportunities, but excluding any equity compensation) that are no less than the base salaries and cash bonus opportunities (but excluding any equity compensation) provided by the Company and its Subsidiaries immediately prior to the Effective Time, (ii) pension and welfare benefits that are no less favorable in the aggregate than those currently provided by the Company and its Subsidiaries to such employees immediately prior to the Effective Time, and (iii) severance benefits that are no less favorable than those set forth in Section 6.9(a) of the Company Disclosure Letter.
Employee Benefits and Related Matters. Duke Energy agrees, and after the Effective Time will cause Westcoast or any of its subsidiaries, as the case may be, to:
Employee Benefits and Related Matters. (i) GCX will not make any changes to any Company Plan or Company Other Benefit Obligation without the written approval of the Designated AMCE Representative.
Employee Benefits and Related Matters. (a) Set forth on Schedule 7.13(a) is a list of all Benefit Plans. With respect to each Benefit Plan, the Companies have provided to Lineage a true, correct, current, and complete (in all material respects) copy of each such Benefit Plan and, to the extent applicable, (i) any related trust agreement or other funding instrument; (ii) the most recent IRS favorable determination or opinion letter; (iii) any summary plan description and any material modifications thereto; (iv) a summary of any proposed amendments or changes anticipated to be made to the Benefit Plan at any time within the twelve (12) months immediately following the date hereof (other than any amendments required to be made by law); (v) for the three (3) most recent years, to the extent any exist: (A) financial statements and (B) actuarial valuation reports; and (vi) a written description of any non-written Benefit Plan.
Employee Benefits and Related Matters. 53 5.8 Prohibition on Voluntary Liquidation..................................54 5.9 Conversion of Westcoast Preferred Shares..............................54 5.10
Employee Benefits and Related Matters. (a) Schedule 3.12(a) sets forth a correct and complete list of each Benefit Plan. Neither any Company nor the Subsidiary has any plan or commitment, whether legally binding or not, to create any additional Benefit Plan or modify or change any existing Benefit Plan that would materially affect any current or former employee, consultant or director of any Company or the Subsidiary.
Employee Benefits and Related Matters. 5.8.1 Stem Cell agrees, and after the Effective Date will cause Trillium or any of its Subsidiaries, as the case may be, to: (i) continue to employ the current employees of Trillium; and (ii) maintain, until their replacement following the closing of the Transaction contemplated herein, employee benefits pursuant to employee benefit plans, programs, policies or arrangements currently maintained by Trillium.
Employee Benefits and Related Matters. (i) GCX will not make any changes to any Company Plan or Company Other Benefit Obligation without the written approval of the Designated AMCE Representative. (ii) GCX will not make any grant, enter into or modify any (A) employment contracts with GCX management personnel, (B) employee incentive payout programs, (C) employee compensation raises (other than annual raises in the Ordinary Course of Business not exceeding 2%, or as required by a Legal Requirement, collective bargaining agreement or existing employment agreement), or (D) severance and retention plans or packages, without the prior written approval of the Designated AMCE Representative. (iii) GCX will not relocate management personnel without the prior written approval of the Designated AMCE Representative if such relocation is not in the Ordinary Course of Business and the costs of such relocation exceeds $5,000 per employee. (iv) GCX will provide AMCE copies of all registration statements filed with respect to any Company Plan. (v) GCX will provide AMCE copies of all reports submitted by third party administrators, actuaries, investment managers, consultants, or other independent contractors with respect to any Company Plan, Company Other Benefit Obligations, or Company VEBA. (vi) GCX will provide AMCE a copy of any Form 5500 filed with respect to each Company Plan during the Term of this Agreement, including all schedules and the opinions of independent accountants. (vii) GCX will provide AMCE a copy of all notices that were given by the IRS, the PBGC, or the Department of Labor to GCX or any of its ERISA Affiliates during the Term of this Agreement. (viii) GCX will provide AMCE a copy of any Form PBGC-1 filed in connection with any Title IV Plans during the Term of this Agreement. (ix) GCX will provide AMCE a copy of all notifications provided to employees of their rights under ERISA Section 601 et sq. and IRC Section 4980B during the Term of this Agreement. (r)
