Employee Welfare Benefit Plans. Except as disclosed on ------------------------------ Schedule 3.14, the Company does not maintain or contribute to any "employee ------------- welfare benefit plan" as such term is defined in Section 3(1) of ERISA. With respect to each such plan, (i) the plan is in material compliance with ERISA; (ii) the plan has been administered in accordance with its governing documents; (iii) neither the plan, nor any fiduciary with respect to the plan, has engaged in any "prohibited transaction" as defined in Section 406 of ERISA other than any transaction subject to a statutory or administrative exemption; (iv) except for the processing of routine claims in the ordinary course of administration, there is no material litigation, arbitration or disputed claim outstanding; and (v) all premiums due on any insurance contract through which the plan is funded have been paid.
Employee Welfare Benefit Plans. Each Company Employee shall be eligible for participation in the employee welfare benefit plans of Xxxxx Fargo listed below subject to any eligibility requirements applicable to such plans (and not subject to pre-existing condition exclusions, except with respect to the Xxxxx Fargo Long Term Care Plan and Xxxxx Fargo Long Term Disability Plan) and shall enter each plan not later than the later of: (i) July 1, 2000, and (ii) the first day of the calendar month which begins after the month in which Effective Date of the Merger occurs (the "Benefits Conversion Date"): Medical Plan Dental Plan Vision Plan Short Term Disability Plan Long Term Disability Plan Long Term Care Plan Flexible Benefits Plan Basic Group Life Insurance Plan Group Universal Life Insurance Plan Dependent Group Life Insurance Plan Business Travel Accident Insurance Plan Accidental Death and Dismemberment Plan Salary Continuation Pay Plan Paid Time Off Program It is intended that the transition from Company's Plans to the Xxxxx Fargo Plans will be facilitated without gaps in coverage to the participants without duplication of costs to Xxxxx Fargo. Company Employees shall receive credit for years of service to Company, the Company Subsidiaries and any predecessors of Company or the Company Subsidiaries (to the extent credited under the vacation and short-term disability programs of Company) for the purpose of determining benefits under the Xxxxx Fargo Paid Time Off Program, Salary Continuation Pay Plan and Short Term Disability Plan. Company Employees shall be eligible for participation in the Xxxxx Fargo Salary Continuation Pay Plan subject to any eligibility requirements applicable to such plans immediately following the Effective Time of the Merger; provided, however, that no Company Employee who is a participant in any Company severance or salary continuation plan or who has an employment agreement with Company or any Company Subsidiary at the Effective Time of the Merger shall be eligible to participate in the Xxxxx Fargo Salary Continuation Pay Plan until such Company Employee is no longer covered by such Company severance or salary continuation plan or employment agreement. Although participation in the Xxxxx Fargo Long Term Disability Plan by Company Employees is subject to pre-existing condition exclusions, Xxxxx Fargo will offer a long-term disability benefit for Company Employees who have pre-existing conditions on terms substantially similar to those available under the Xxxxx Far...
Employee Welfare Benefit Plans. With respect to any Plan that is an employee welfare benefit plan, (i) no such Plan is unfunded or funded through a welfare benefits fund, as such term is defined in Section 419(e) of the Code and (ii) to the knowledge of Company, each such Plan that is a group health plan, as such term is defined in Section 5000(b)(1) of the Code, complies with the applicable requirements of Section 4980B(f) of the Code.
Employee Welfare Benefit Plans. No Plan which is a medical, dental, health, disability, insurance or other plan or arrangement, whether oral or written, which constitutes an “employee welfare benefit plan” as defined in Section 3(1) of ERISA, has any unfunded accrued liability or provides benefits to former employees or retirees (except as may be required by COBRA).
Employee Welfare Benefit Plans. On the Closing Date, the US Buyer or its Affiliates shall have in effect employee welfare benefit plans for the benefit of Company Continuing Employees on and after the Closing Date. Any such employee welfare benefit plan will give effect, in determining any deductible and maximum out-of-pocket limitations, to amounts paid by such Company Continuing Employees with respect to similar Employee Plans in which such Company Continuing Employees participated prior to the Closing Date. With respect to employee welfare benefit plans that provide health, dental, medical, life insurance, short-term disability, accidental death and dismemberment and other welfare benefits, Seller Parties shall retain responsibility for and continue to pay all plan expenses and benefits for each Company Continuing Employee with respect to claims incurred by such Company Continuing Employees or their covered dependents before the Closing provided such claims are submitted for payment within three hundred sixty-five (365) days after the Closing Date (including expenses or hospital confinements existing on the Closing Date), in each case, to the extent the aggregate amount of any and all such claims and related expenses and benefits exceed the reserve therefor set forth on the Final Statement or is not otherwise recoverable by the Company under applicable insurance policies. Seller Parties shall have no responsibility for expenses and benefits relating to any such claims incurred by Company Continuing Employees after the Closing Date (including for pre-existing conditions) under employee welfare benefit plans sponsored by the US Buyer or its Affiliates after the Closing. The US Buyer shall be responsible for and pay all benefits due for each Company Continuing Employee with respect to claims incurred by such Company Continuing Employees or their covered dependents before the Closing (including expenses or hospital confinements existing on the Closing Date) to the extent such claims are submitted for payment more than three hundred sixty-five (365) days after the Closing Date.
Employee Welfare Benefit Plans. Buyer shall assume and continue the Employee Welfare Benefit Plans (as defined in Section 3(1) of ERISA) maintained by Seller as of the Closing Date with respect to the Transferred Employees in accordance with the terms and conditions of this Section 6.3
Employee Welfare Benefit Plans. Except with respect to any claim that is covered by an Assigned Contract or otherwise constitutes an Assumed Liability, Seller shall retain responsibility for all hospital, medical, life insurance, disability and other welfare plan expenses and benefits, and for all workers' compensation, unemployment compensation and other government mandated benefits (collectively referred to herein as "WELFARE TYPE PLANS"), in respect of claims covered by any Welfare Type Plans maintained by Seller and which are incurred by Purchaser's Employees and their dependents prior to the Closing Date. Purchaser shall be responsible for all claims incurred on or after the Closing Date by Purchaser's Employees and their dependents under all Welfare Type Plans that are maintained by Purchaser for Purchaser's employees generally and their dependents. For purposes of this SECTION 11.2, claims shall be deemed to have been incurred:
Employee Welfare Benefit Plans. Buyer shall be responsible for establishing such Employee Welfare Benefit Plans (as defined in Section 3(1) of ERISA) for Transferred Employees as it determines to be appropriate. Buyer shall have no responsibility for any Employee Welfare Benefit Plan of Seller. Subject to Section 1.3 hereof, Seller shall remain responsible and liable for any acts or omissions by Seller with respect to such Employee Welfare Benefit Plans occurring prior to the Closing Date.
Employee Welfare Benefit Plans. Each Transitioned Employee shall be eligible as of his or her Employment Effective Date to participate immediately in Supplier’s employee welfare benefit plans (“welfare plans”), which as of the Effective Date shall include medical care, hospitalization, life, accidental death and dismemberment, prescription drug, dental insurance benefits, short term disability and long term disability. [**], eligibility for, the benefits of, and the amount, if any, of employee contributions toward welfare plan coverage will be determined by Supplier; provided, however, that each of Supplier’s welfare plans shall (i) waive all pre-existing condition exceptions, exclusionary provisions and/or waiting periods for each such Transitioned Employee and any eligible spouse or covered dependents, except with respect to Supplier’s coverage for [**] Certain confidential information contained in this document, marked by [**], has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. long term disability to the extent not allowed under Supplier’s long term disability plan, and (2) grant credit for years of service to the extent applicable in accordance with Section 8.6(c)(ii) of the Agreement. Supplier shall reimburse each Transitioned Employee for any deductibles paid by such Transitioned Employee with respect to Triad benefit plans for the period between January 1, 2006 and the applicable Employment Effective Date to the extent such Transitioned Employee provides Supplier with an EOB (evidence of benefit) form or other appropriate documentation from his or her insurance provider reasonably satisfactory to Supplier demonstrating the amount of such deductibles paid during such period.
Employee Welfare Benefit Plans. Each employee benefit plan that is an “employee welfare benefit plan” as that tern is defined in Section 3(1) of ERISA is either (i) funded through an insurance company contract and is not a “welfare benefit fund” within the meaning of Section 419 of the Code or (ii) unfunded. There is no liability in the nature of a retroactive rate adjustment to or loss-sharing or similar arrangement, with respect to any employee welfare benefit plan.
