New Employee Benefits Sample Clauses

New Employee Benefits. Each Employee who is employed by the Parent or its Subsidiaries at the Effective Time (each a “Continuing Employee”) shall be eligible to receive employee benefits on substantially the same basis in the aggregate as similarly situated current employees of Parent and its Subsidiaries, or in its sole discretion, Parent may continue to maintain the Company Employee Plans as in effect on the Effective Time. For purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant under any Parent employee benefit plan (other than a defined benefit plan or severance plan) and to the extent permitted by applicable law and the terms of the applicable Parent employee benefit plan, Parent shall provide that the Continuing Employees shall receive service credit under each Parent employee benefit plan (other than a defined benefit plan or severance plan) for their period of service with the Company and predecessors prior to the Closing, except where doing so would cause a duplication of benefits. To the extent permitted by applicable law and the terms of the applicable Parent employee benefit plan, Parent shall waive all limitations as to preexisting conditions exclusions (or actively at work or similar limitations), evidence of insurability requirements and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any medical, dental and vision plans that such employees may be eligible to participate in after the Closing Date. To the extent permitted by applicable law and the terms of the applicable Parent employee plan, Parent shall also provide Continuing Employees and their eligible dependents with credit for any co-payments, deductibles and offsets (or similar payments) made under the Company Employee Plans for the year in which the Closing occurs under Parent’s medical, dental and vision plans for the purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under any Parent benefit plan in the year in which the Closing occurs.
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New Employee Benefits. Any New Employee shall become entitled to receive employee benefits and to participate in benefit plans on whatever bases shall be specified by the Sanitary District in its offer of employment to such New Employee. However, notwithstanding anything contained herein to the contrary, Leland shall be responsible for any medical, dental, life, or other insurance claim by a New Employee which would have been payable under the terms of Leland's insurance or other benefit plan sponsored by Leland if the date of service or other event on which the claim is based occurs on or prior to the New Employee Date of Hire by the Sanitary District. The Sanitary District shall be responsible for any such claims which are based on a date of service or event that occurs on or after the Date of Hire and which are payable under the terms of the Sanitary District's benefit plans applicable to the New Employee.
New Employee Benefits. (a) For a period of at least twelve (12) months following the Effective Time, the Buyer will provide, or will cause the Surviving Corporation and its Subsidiaries to provide, to those individuals who shall have been employees of the Company or any of its Subsidiaries immediately prior to the Effective Time (the “Continuing Employees”) with (i) base salary and cash bonus opportunities no less favorable than, and (ii) employee benefits (excluding equity awards) in the aggregate no less favorable than, those provided to such Continuing Employees by the Company or any of its Subsidiaries immediately prior to the Effective Time. Without limiting the foregoing, with respect to any Continuing Employee whose employment terminates or is terminated during the twelve month period following the Effective Time, the Buyer will provide, or will cause the Surviving Corporation and its Subsidiaries to provide, severance benefits on terms no less favorable than those provided under the severance programs listed on Section 3.15(a) of the Company Disclosure Schedule. Nothing in the foregoing shall be construed to be a guarantee of employment for any Continuing Employee or to require the Buyer or any of its Subsidiaries (including the Surviving Corporation) to continue the employment of any particular Continuing Employee.
New Employee Benefits. Buyer agrees to provide each employee of Seller who receives and accepts an offer of full-time employment from Buyer prior to the Closing Date, and is an employee of Buyer immediately following the Closing Date (collectively, the “Transferred Seller Employees”) with the types and levels of employee benefits maintained by Buyer for similarly situated employees of Buyer, subject to any applicability or other requirements. Seller shall be responsible for the termination of and final 5500 filing requirements for all employee benefit plans not assumed by Buyer. No Transferred Seller Employees will be required to sign a non compete or non solicitation covenant that extends for more than one year after the date such Transferred Seller Employee’s employment with Buyer is terminated.
New Employee Benefits. As of the Effective Time, Buyer shall provide the Company Employees who are employed by Buyer or its Subsidiaries (including the Company and its Subsidiaries) after the Effective Time (the “Continuing Employees”) with substantially the same benefits in the aggregate as those provided to similarly situated employees of Buyer. For purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation accrual) under any Buyer employee benefit plan (other than a defined benefit plan or sabbatical arrangement) and to the extent permitted by applicable law, Buyer shall provide that the Continuing Employees shall receive service credit under each Buyer employee benefit plan (other than a defined benefit plan or sabbatical arrangement) for their period of service with the Company and its Subsidiaries and predecessors prior to the Closing, except where doing so would cause a duplication of benefits. Nothing in this Agreement, including this Section 7.9, express or implied, is intended to confer upon any current or former Company Employee any rights or remedies by reason of this Agreement.

Related to New Employee Benefits

  • Other Employee Benefits In addition to the foregoing, during the Employment Term, the Employee will be entitled to participate in and to receive benefits as a senior executive under all of the Company’s employee benefit plans, programs and arrangements available to senior executives, subject to the eligibility criteria and other terms and conditions thereof, as such plans, programs and arrangements may be duly amended, terminated, approved or adopted by the Board from time to time.

  • Employee Benefits Plans Schedule 7.14 hereto identifies as of the date hereof each ERISA Plan sponsored or maintained by a Company or BRJ Seller. Except as would not reasonably be expected to have a Material Adverse Effect: (a) no ERISA Event has occurred or is expected to occur with respect to an ERISA Plan; (b) payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan; (c) the liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements to the extent required by GAAP; and (d) to our knowledge, no changes have occurred or are expected to occur that would cause an increase in the cost of providing benefits under any ERISA Plan. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each ERISA Plan that is intended to be qualified under Code Section 401(a): (i) there has been no non-compliance by the ERISA Plan and any associated trust with the applicable requirements of Code Section 401(a), (ii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely), (iii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired, (iv) the ERISA Plan currently satisfies the requirements of Code Section 410(b), without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”, and (v) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets. Except as would not reasonably be expected to have a Material Adverse Effect, no Controlled Group Member has or has had in the past, an obligation to contribute to a Multiemployer Plan.

  • Employee Benefits During the Employment Term, Executive will be entitled to participate in the employee benefit plans currently and hereafter maintained by the Company of general applicability to other senior executives of the Company. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

  • Employee Benefits; ERISA (a) Schedule 4.17 contains a true and complete list of each material bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance, change-in-control, or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement or arrangement, and each other material employee benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be contributed to by any Conveyed Entity, any Subsidiary thereof or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with any Conveyed Entity would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA, for the benefit of any employee or former employee of any Conveyed Entity, Subsidiary thereof or any ERISA Affiliate (the "Plans"). Schedule 4.17 identifies each of the Plans that is an "employee welfare benefit plan," or "employee pension benefit plan" as such terms are defined in Sections 3(1) and 3(2) of ERISA (such plans being hereinafter referred to collectively as the "ERISA Plans"). No Conveyed Entity, Subsidiary thereof or any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, to create any additional Plan or modify or change any existing Plan that would affect any employee or former employee of any Conveyed Entity, any Subsidiary thereof or any ERISA Affiliate except to the extent that any such creation, modification or change could not, individually or in the aggregate, reasonably be expected to result in a material liability of a Conveyed Entity or any of its Subsidiaries.

  • Continued Employee Benefits If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

  • Employee Benefits Matters promptly, and in any event within 5 days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

  • Continuation of Employee Benefits a) For an employee on lay-off the Company will provide and pay the premiums that are due in the six (6) calendar month period following the month of layoff for all the Employee Benefits as outlined in Article 24 excluding Weekly Indemnity, Sick Pay, and Long Term Disability Benefits and Accidental Death and Dismemberment.

  • Additional Employee Benefits Sec. 2201

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