Employee Plans and Benefit Arrangements. (a) From and after the Effective Time, subject to applicable law, the Surviving Corporation and its subsidiaries will honor obligations of the Company and its Subsidiaries incurred prior to the Effective Time under all existing Employee Plans and Benefit Arrangements (as defined in Section 3.14).
Employee Plans and Benefit Arrangements. (a) From and after the Effective Time, subject to applicable Law, Parent shall cause the Surviving Corporation and its Subsidiaries to honor the obligations of the Company and its Subsidiaries under all existing Company Compensation and Benefit Plans.
Employee Plans and Benefit Arrangements. (a) From and after the Effective Time, subject to applicable Law, CNT shall cause the Surviving Corporation and its Subsidiaries to honor the obligations to participants and beneficiaries incurred prior to the Effective Time under those Company Compensation and Benefit Plans that immediately prior to the Effective Time are sponsored by the Company or any of its Subsidiaries. From and after the Effective Time, CNT shall cause the Surviving Corporation and its Subsidiaries to reimburse SPX for the costs under those Company Compensation and Benefit Plans that immediately prior to the Effective Time are sponsored by SPX to the same extent that such reimbursement occurred prior to the Effective Time, except that neither CNT nor the Surviving Corporation and its Subsidiaries shall have any obligation after the Effective Time to SPX with respect to any retiree medical plan or defined benefit pension plan; and provided, however, that, with respect to short-term disability benefits, CNT may, by written notice to SPX prior to the Effective Time, agree to cause the Surviving Corporation to assume any and all obligations and liabilities of SPX to provide such benefits following the Effective Time.
Employee Plans and Benefit Arrangements. 5.10.1 The SP Companies' Disclosure Schedule sets forth a true and complete list of all the following: (i) each "employee benefit plan," as such term is defined in Section 3(3) of ERISA (each an "Employee Plan"), and (ii) each other plan, program, policy, contract or arrangement providing for bonuses, pensions, deferred compensation, stock or stock-related awards, severance pay, salary continuation or similar benefits, hospitalization, medical, dental or disability benefits, life insurance or other employee benefits, or compensation to or for any current or former officers, directors, employees, agents, or independent contractors of either of the SP Companies ("Employees") or any beneficiaries or dependents of any Employee, whether or not insured or funded, (A) pursuant to which either of the SP Companies has any material liability or (B) constituting an employment or severance agreement or arrangement with any officer or director of either of the SP Companies (each, a "Benefit Arrangement"). The SP Companies have used their reasonable efforts to provide to Buyer with respect to each Employee Plan and Benefit Arrangement: (i) a true and complete copy of all written documents, including amendments, comprising such Employee Plan or Benefit Arrangement or, if there is no such written document, an accurate and complete description of such Employee Plan or Benefit Arrangement; (ii) all Form 5500s or Form 5500-Cs (including all schedules thereto), if applicable; (iii) the most recent financial statements and actuarial reports, if any; (iv) the summary plan description currently in effect and all material modifications thereof, if any; and (v) the most recent IRS determination letter, if any; and (vi) filings with the Department of Labor, including, but not necessarily limited to, "top hat" filings pursuant to Department of Labor Regulation Section 2520.104-23, if any. Any such Employee Plans and Benefit Arrangements not so provided are not material to either of the SP Companies.
Employee Plans and Benefit Arrangements. (a) From and after the Effective Time, subject to applicable Law, Media Metrix shall cause the Surviving Corporation to honor the obligations of Jupiter and its Subsidiaries incurred prior to the Effective Time under all existing Jupiter Compensation and Benefit Plans.
Employee Plans and Benefit Arrangements. Not less than 15 days prior to the execution of this Agreement, Xx. X. Mellman shall have delivered to Buyer copies of all Employee Plans and copies or descriptions of all Benefit Arrangements.
Employee Plans and Benefit Arrangements. The Subject Companies and the Owners shall terminate all Employee Plans and Benefit Arrangements of each Subject Company, with the exception of the Defined Benefit Plan, and shall provide CBIZ and Buyer with evidence of such termination, at or prior to the Closing. The Sellers, jointly and severally, shall be responsible for the payment of (i) all salaries, wages, benefits, bonuses, overtime, sick and personal days, severance pay, pension contributions and all other amounts owing to the Owners and the other current and former shareholders or employees of each Subject Company through the Effective Date, together with all amounts due for payroll, employment, social security and other taxes in respect thereto, (ii) all amount and other benefits payable at any time, whether before, as of or after the Effective Date, pursuant to any Employee Plan or Benefit Arrangement, and (iii) all amounts payable at any time, whether before, as of or after the Effective Date, with respect to the liabilities described on Schedule 4.18(f) and any Defined Benefit Plan liabilities; and each of the Sellers hereby releases Buyer, CBIZ and MC FOS from any liability with respect to any such amounts. After the Closing Date, each Seller shall pay directly to each of the employees and former employees of the Subject Companies that portion of all benefits (including pursuant to the Employee Plans and Benefit Arrangements) that has been accrued on behalf of and is payable to that employee or former employee (or is attributable to expenses properly incurred by that employee or former employee) as of the Effective Date, and none of CBIZ, Buyer, MC FOS or any other Affiliated Company shall assume any liability therefor. None of CBIZ, Buyer, MC FOS or any other Affiliated Company shall be liable for any claim for insurance, reimbursement or other benefits payable by reason of any event that occurs on or prior to the Effective Date, including, without limitation, severance, deferred compensation or any pension obligations. On the Effective Date, the employees of all Subject Companies shall cease to be eligible to participate in and accrue further benefits under the Employee Plans and Benefit Arrangements.
Employee Plans and Benefit Arrangements. Effective as of the day immediately preceding the Closing Date, the Seller and any of its Affiliates shall terminate any and all group severance, separation or salary continuation plans, programs or arrangements and any and all plans intended to include an Internal Revenue Code Section 401(k) arrangement (unless Parent provides written notice to the Seller that such 401(k) plans shall not be terminated) (collectively, “Seller Employee Plans”). Unless Parent provides such written notice to the Seller, no later than five business days prior to the Closing Date, the Seller shall provide Parent with evidence that such Seller Employee Plan(s) have been terminated (effective as of the day immediately preceding the Closing Date) pursuant to resolutions of the Seller’s Board of Directors. The form and substance of such resolutions shall be subject to review and approval of Parent. The Seller also shall take such other actions in furtherance of terminating such Seller Employee Plan(s) as Parent may reasonably require.
Employee Plans and Benefit Arrangements. Schedule 3.9 identifies each Employee Plan and Benefit Arrangement that is entered into, maintained, administered or contributed to, as the case may be, by the Company or any of its Subsidiaries or under which any of them has any material liability or obligation (collectively, the "COMPANY'S BENEFITS"). Except as set forth on Schedule 3.9:
Employee Plans and Benefit Arrangements. Upon the request of Acquirer, to the extent permitted under applicable law and the terms of such employee plans or benefit arrangements, the Company Entities will terminate any benefit arrangement immediately prior to the Closing.
