EMPLOYER PLAN Clause Samples

EMPLOYER PLAN. With respect to the Pension Plans, Seller agrees to cause the Company to make to such Pension Plans all contributions required to be made with respect to the time period prior to the Closing in accordance with the terms of the Collective Bargaining Agreement. Buyer agrees to cause to be made to such Pension Plans all contributions required to be made with respect to the time period beginning on the Closing in accordance with the terms of the Collective Bargaining Agreement as long as such agreement remains in force. Subject to Article VIII hereof, Buyer shall cause the Company to indemnify Seller against all contributions required and liabilities assessed under such Pension Plans after the Closing.

EMPLOYER PLAN. (a) Employer Plan Defined. The Account may operate as part of a deferred compen- sation arrangement maintained by the Employee’s Employer and which consti- tutes an employee pension benefit plan within the meaning of Section 3(2) of ERISA and regulations thereunder (or that would be described in such section except for the fact that such arrangement is not subject to ERISA — for example, governmental plans). Any such arrangement is defined as an “Employer Plan” for purposes of this Agreement. (b) If there is an inconsistency between the provisions of the Employer Plan and the provisions of this Agreement, the provisions of the Employer Plan shall govern, provided that: (i) the Employer has provided the Custodian with a copy of the Plan, (including all amendments); (ii) the Employer Plan does not impose any duties, obligations or responsibilities on the Custodian in addition to or inconsistent with the duties, obligations and responsibilities of the Custodian under this Agreement, and does not limit or diminish the rights and protections of the Custodian under this Agreement, and no provision of the Employer Plan may deprive the Custodian of the benefits of Section 6.3(j), except as expressly provided in a separate written agreement between the Custodian and the Employer.

EMPLOYER PLAN. In the event contributions are being made to a Custodial Account pursuant to any retirement plan or program sponsored by an Employer, it is recognized that such retirement plan or program may contain specific provisions, restrictions or limitations on participation, vesting, contributions, distributions, investments or other aspects of the Custodial Account. To the extent that any provisions of the Agreement are inconsistent with such retirement plan or program, the provisions of the retirement plan or program shall be controlling, unless such provisions impose duties or responsibilities upon the Company or the Custodian which differ from those set forth in this Agreement, in which event such provisions shall be binding upon the Custodian and Company only if consented to by the Custodian and Company. The Employer shall be responsible for notifying the Company and Custodian of any provisions of the Employer's retirement plan or program that differ from the provisions of this Agreement and for obtaining the written consent of the Custodian and Company to any such provisions which impose additional duties on the Custodian or Company. Absent such notification and consent, as required above, neither the Company nor the Custodian shall be responsible for any action or inaction consistent with this Agreement which may conflict with the provisions of an Employer's retirement plan or program.

EMPLOYER PLAN. All contributions made to the Account shall be made pursuant to the Plan. If the terms of the Plan are inconsistent with the provisions of this Agreement, the provisions of the Plan shall control, except with respect to Articles IV, VI, VII, VIII, and IX. The Custodian’s responsibilities or duties under this Agreement cannot be modified by the terms of the Plan without the Custodian’s prior written consent.