Seller Benefit Plan Sample Clauses

Seller Benefit Plan. Except as expressly provided in this Agreement, Buyer assumes no liability with respect to, and receives no right or interest in, any Seller Employee Benefit Plan and any other "employee benefit plan" (as defined in Section 3(3) of ERISA) maintained, sponsored or to which there is an obligation to contribute by Seller or any of its affiliates. As of the Closing Date, all Transferred Employees shall cease active participation in all Seller Employee Benefit Plans except with respect to benefits accrued as of, or claims incurred by the Closing Date and with respect to any Seller Employee Benefit Plans which, by their terms, permit continuing participation based on prior employment with Seller. All Transferred Employees shall be fully vested in their benefits accrued in any "pension plan" (as defined in Section 3(2) of ERISA) maintained by Seller as of the Closing Date.
Sample 1
AutoNDA by SimpleDocs
Seller Benefit Plan. See Section 7.1(j)(i).
Sample 1
Seller Benefit Plan. “Seller Benefit Plan” means any Plan to which a Seller or any Subsidiary is a party, or with respect to which a Seller or any Subsidiary thereof has any Liabilities or which are maintained, contributed to or sponsored by a Seller or any Subsidiary thereof, in each case for the benefit of any Business Employees and/or their spouses, dependents or beneficiaries, except that the term “Seller Benefit Plan” shall not include any Union Benefit Plan. Sellers Disclosure Schedule. “Sellers Disclosure Schedule” means the Sellers Disclosure Schedule, dated as of the date of this Agreement, delivered by the Sellers to the Purchaser in connection with this Agreement. Seller Environmental Liabilities. “Seller Environmental Liabilities” means any Liability or Loss to the extent relating to, or arising out of, (a) the presence or any Releases of Hazardous Materials at, in, on or from any Manufacturing Facility, Owned Real Property, Assumed Tenure or Leased Real Property, in each case at or prior to the Closing; (b) any Releases of Hazardous Materials at any third-party site to which such Hazardous Materials were transported or disposed of, or arranged for the transportation or disposal of, in each case by the Sellers from any Manufacturing Facility, Owned Real Property or Leased Real Property or otherwise in connection with the Business at or prior to the Closing; (c) any exposure, that occurred at or prior to the Closing, to Hazardous Materials at any Manufacturing Facility, Owned Real Property or Leased Real Property or otherwise in connection with the Business and any exposure to any Hazardous Material included in any product or material manufactured, marketed, sold or distributed at or prior to the Closing, in each case by the Sellers, from any Manufacturing Facility, Owned Real Property or Leased Real Property or by the Business; (d) at or prior to the Closing, any violation of or noncompliance with Environmental Laws or Environmental Permits in connection with the Business or occurring or existing at any Manufacturing Facilities, any Owned Real Property or Leased Real Property, in each case by the Sellers; and (e) any Action under any Environmental Law or Environmental Permit in connection with the Business, any Manufacturing Facility, Owned Real Property, Leased Real Property or other Transferred Assets arising due to circumstances that occurred or existed at or prior to the Closing, except for any Action arising due to changes in Environmental Laws or Environmenta...
Sample 1
Seller Benefit Plan. Seller and its Affiliates shall retain the CNS Corporation Equity Participation Plan (the “Seller Benefit Plan”). Notwithstanding any provision of this Agreement to the contrary, Seller and its Affiliates shall bear and be responsible, and indemnify and hold harmless, Buyer and its Affiliates (including the Company from and after the Closing Date) for all liabilities and all obligations with respect to such Seller Benefit Plan.
Sample 1

Related to Seller Benefit Plan

  • Seller Benefit Plans Unless otherwise provided under the terms of the applicable Employee Benefit Plan or the Transition Services Agreement, effective as of 12:01 a.m. on the Applicable Closing Date, each Employee shall cease all active participation in and accrual of benefits under the Employee Benefit Plans that are not Assumed Benefit Plans (such Employee Benefit Plans, along with any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintained, contributed to or required to be contributed to by any of the Sellers, the Transferred Subsidiaries or any of their respective ERISA Affiliates, the “Retained Benefit Plans”). The Assumed Benefit Plans are set forth in Section 6.02 of the Disclosure Schedule). Sellers and their affiliates (other than any of the Transferred Subsidiaries) shall retain or assume all liabilities and obligations under or with respect to the Retained Benefit Plans, whether arising before, on or after the Applicable Closing Date (such liabilities and obligations shall be deemed Retained Liabilities for all purposes under this Agreement notwithstanding any other provision of this Agreement), and neither Purchaser nor any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any employee or former employee working in the Business who (i) as of the Applicable Closing Date is receiving or eligible to receive short-term disability benefits under a Retained Benefit Plan, or (ii) as of the Applicable Closing Date is receiving or is in an eligibility waiting or exclusion period for purposes of receiving long-term disability benefits under a Retained Benefit Plan, shall become eligible or continue to be eligible, as applicable, to receive such benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred on or prior to the Applicable Closing Date. Following the Applicable Closing Date, each Transferred Employee shall be permitted to elect to take distribution (subject to applicable Law) of his or her vested accounts under any Retained Benefit Plan that is a U.S. tax-qualified defined contribution plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, in accordance with applicable Law, to an individual retirement account or to a U.S. tax-qualified defined contribution retirement plan established or maintained by Purchaser or a Transferred Subsidiary (the “Buyer U.S. Defined Contribution Plans”), and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, to the Buyer U.S. Defined Contribution Plans where elected by the Transferred Employee. Effective as of 12:01 a.m. on the Applicable Closing Date, Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their terms the Assumed Benefit Plans and shall be solely responsible for all liabilities under the Assumed Benefit Plans, whether arising before, on or after the applicable Closing (such liabilities and obligations shall be Assumed Liabilities for all purposes under this Agreement), and Sellers shall not sponsor, contribute to or maintain, or have any liability with respect to, the Assumed Benefit Plans.

  • Other Benefit Plans The Executive, his spouse and their eligible dependents (as defined in, and to the extent permitted by, the applicable plan), as the case may be, shall be entitled to participate in or be covered under all medical, dental, group disability, group life, severance, accidental death and travel accident insurance plans and programs of the Company to the extent such plans and programs are generally available to executives of the Company holding comparable positions or having comparable responsibilities.

  • Company Benefit Plans (a) Section 4.13(a) of the Company Disclosure Letter sets forth a complete list, as of the date hereof, of each material Company Benefit Plan. For purposes of this Agreement, a “

  • Benefit Plan Any of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a “plan” subject to Section 4975 of the Code or (iii) any entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or a plan in such entity.

  • ERISA; Benefit Plans Section 4.26(d) of the Disclosure Statement accurately (i) lists each ERISA Pension Benefit Plan (A)(1) the funding requirements of which (under Section 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ending on the date hereof were, in whole or in part, the responsibility of the Seller or any Seller Subsidiary or (2) respecting which the Seller or any Seller Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) being a "Seller ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) being an "ERISA Affiliate Pension Plan") and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Seller or any Seller Subsidiary (each plan described in this clause (C) and each Seller ERISA Pension Plan being a "Seller ERISA Benefit Plan"), (ii) states the termination date of each Seller ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Seller has provided Apple with (i) true, complete and correct copies of (A) each Seller ERISA Benefit Plan and ERISA Affiliate Pension Plan, (B) each trust agreement related thereto and (C) all amendments to those plans and trust agreements. Except as accurately set forth in Section 4.26(d) of the Disclosure Statement, (i) neither the Seller nor any Seller Subsidiary is, or at any time during the six-year period ended on the date hereof was, a member of any ERISA Group that currently includes, or included when the Seller or a Seller Subsidiary was a member, among its members any Person other than the Seller and the Seller Subsidiaries and (ii) no Person is an ERISA Affiliate of the Seller or any Seller Subsidiary (other than the Seller or any Seller Subsidiary in the case of any other Seller Subsidiary or any Seller Subsidiary in the case of the Seller, if the Seller and the Seller Subsidiaries comprise an ERISA Group).

  • Employment Benefit Plans Employee may participate in employee benefit plans in which other similarly situated employees may participate, according to the terms of applicable policies and as stated in the Employee Handbook. Employee acknowledges receipt of the Employee Handbook available on the intercompany website and will review and abide by its terms.

  • Executive Benefit Plans The Executive will be eligible to participate in any executive benefit plans offered by the Company including, without limitation, medical, dental, short-term and long-term disability, life, pension, profit sharing and nonqualified deferred compensation arrangements, as the Board may determine in its discretion. The Company reserves the right to modify, suspend or discontinue any and all of the plans, practices, policies and programs at any time without recourse by the Executive, so long as the Company takes such action generally with respect to other similarly situated officers.

  • Welfare Benefit Plans During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

  • Company Employee Plans (a) Part 3.19(a) of the Disclosure Schedule sets forth a complete and accurate list of each material Company Employee Plan. For purposes of this Agreement, “

  • Employee Matters and Benefit Plans 12 2.12 Receivables........................................................................................16 2.13

Time is Money Join Law Insider Premium to draft better contracts faster.