Seller Employee Benefit Plans. Notwithstanding any other ----------------------------- provision of this Agreement but subject to Section 2.3(ii), on and after the Closing Date Seller shall retain the sponsorship of all Seller Employee Benefit Plans or policies (other than the Multiemployer Plans) and all assets of and liabilities attributable to the Seller Employee Benefit Plans and Multiemployer Plans (other than liabilities attributable to Buyer's contributions to, and participation in, the GCIU Pension Fund on and after the Closing Date), including any obligations, liabilities or commitments with respect to the Transferred Employees arising under Part 6 of Title I of ERISA and Section 4980B of the Code relating to any qualifying event occurring before the Closing Date. Except with respect to the obligation to contribute to the GCIU Pension Fund as provided under Section 10.2(a), Buyer shall have no right, title, interest, obligation, duty or liability with respect to the Seller Employee Benefit Plans or Multiemployer Plans or any other "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA) that is maintained or contributed to by (or required to be maintained or contributed to by) any Person that, together with Seller, is at any time treated as a single employer under Section 414 of the Code (each such employee pension benefit plan, an "ERISA Affiliate Plan"), -------------------- and Seller shall indemnify and hold Buyer harmless against, in accordance with Section 9.2(c) through (g), all claims, suits, damages, losses, costs and expenses arising out of the liabilities, obligations or commitments with respect to the Seller Employee Benefit Plans, Multiemployer Plans (other than liabilities attributable to Buyer's contributions to, and participation in, the GCIU Pension Fund on and after the Closing Date), and the ERISA Affiliate Plans (including with respect to any severance pay plans or policies).
Seller Employee Benefit Plans. (a) Effective as of the Closing Date, the Transferred Employees shall cease to be credited with service and to accrue any benefits under The Dxxx Corporation Retirement Plan (the “Dxxx Retirement Plan”) and The Dxxx Corporation Savings and Investment Plan (the “Dxxx Defined Contribution Plan”). Each Non-Union Transferred Employee participating in the Dxxx Retirement Plan shall be eligible to receive a distribution of his or her vested accrued benefits under the Dxxx Retirement Plan in accordance with the terms of the Dxxx Retirement Plan. Purchaser shall arrange to have the defined contribution plan or plans sponsored by Purchaser accept direct rollovers from the Dxxx Defined Contribution Plan and the Dxxx Retirement Plan in the form of cash, or in the case of Non-Union Transferred Employees who have an outstanding participant loan under the Dxxx Defined Contribution Plan at the Closing Date, in the form of a promissory note; provided, however, that rollovers of promissory notes shall not take place if either party determines in good faith such rollovers would jeopardize the tax-qualified status of either the Purchaser plan or the Dxxx Defined Contribution Plan or if such rollovers would be so materially inconsistent with the terms of Purchaser’s participant loan program that such promissory notes could not be accepted and held by the Purchaser plan. Purchaser shall not be required to amend its plan in any manner to accept such loan rollovers on any terms different from loans allowable under Purchaser’s plan as of the date of any such rollover. The parties hereto and their respective employee benefits counsel shall work together in good faith to accomplish the direct rollovers of participant loans as contemplated by this Section 10.2(a).
Seller Employee Benefit Plans. (a) Section 4.08(a) of the Seller Disclosure Schedule contains a true and complete list, as of the date of this Agreement, of each material Seller Benefit Plan, with identification of each Seller Benefit Plan that is an Assumed Benefit Plan. With respect to each material Seller Benefit Plan, Seller has made available to Purchaser, to the extent applicable, complete and correct copies, as the date hereof, of (i) the most recent summary plan description (including any material modification) for which a summary plan description is required by applicable Law, (ii) any material written communication to or from any Governmental Authority, and (iii) with respect to each Seller Benefit Plan that is an Assumed Benefit Plan, (A) the most recently filed IRS Form 5500, (B) the most recent actuarial report, financial statement and trustee report, and (C) the most recent determination or opinion letter from the IRS.
Seller Employee Benefit Plans. (a) All "employee benefit plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), of the Sellers relating to employees involved in the conduct of the Business or any trade or business conducting the Business under common control with the Sellers (an "ERISA Affiliate"), within the meaning of Section 414 of the Code and all material bonus, stock option, stock purchase, stock appreciation right, incentive, deferred compensation, supplemental retirement, severance and other similar material fringe or employee benefit plans, programs, policies or arrangements, any material employment, consulting or executive compensation agreements for the benefit of, or relating to, any employee, former employee or retiree of the Business, and written descriptions or any material oral arrangements or agreements with respect to the foregoing, currently maintained or maintained within the last three years by Parent, the Sellers or any ERISA Affiliate or under which Parent, the Sellers or any ERISA Affiliate has any liability in respect or current or former employees involved in the conduct of the Businesses are collectively, for purposes of this Section, referred to as the "Benefit Plans." All Benefit Plans are described on SCHEDULE 3.15.
Seller Employee Benefit Plans. 19 Section 3.16. Labor Relations....................................................................21 Section 3.17. Insurance..........................................................................21
Seller Employee Benefit Plans. Effective as of the earlier of the last day of the month in which the Closing Date occurs or the day in which Buyer obtains replacement health and welfare coverage for the Transferred Employees (the "TRANSITION DATE"), Seller shall terminate all Plans. Buyer shall have no right, title, interest, obligation, duty or liability with respect to the Plans or any other "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA) that is maintained or contributed to by (or required to be maintained or contributed to by) any person or entity that, together with Seller, is at any time treated as a single employer under Section 414 of the Code (each such employee pension benefit plan, an "ERISA AFFILIATE PLAN"), and Seller shall indemnify and hold Buyer harmless against all claims, suits, damages, losses, costs and expenses arising out of any liabilities, obligations or commitments with respect to the Plans, the ERISA Affiliate Plans and any employee pension benefit plans sponsored at any time by Communicor Corporation.
Seller Employee Benefit Plans. Except to the extent that the Purchaser shall otherwise consent in writing (which consent shall not be unreasonably withheld), from the date of this Agreement until the Closing, the Seller covenants and agrees with the Purchaser that the Seller shall not, except as required by the terms and provisions of written contracts between the Seller and an employee thereof as in existence on the date of this Agreement, amend any Employee Benefit Plan that would have an adverse effect on the Purchaser following the Closing.
Seller Employee Benefit Plans. Notwithstanding any other provision of this Agreement, on and after the Closing Date, Seller shall retain the sponsorship of all employee benefit plans maintained by Seller ("SELLER EMPLOYEE BENEFIT PLANS") and all assets of and liabilities attributable to such plans including any obligations, liabilities or commitments with respect to the Transferred Employees arising on or before the Closing Date, including without limitation, under Part 6 of Title I of ERISA and Section 4980B of the Code relating to any qualifying event occurring on or before the Closing Date. Buyer agrees that following the Closing it will evaluate the possibility of accomplishing a plan-to-plan transfer of the accounts of the Transferred Employees in the Minntech Corporation Profit Sharing and Retirement Plan (the "Minntech Plan") from the trustee of the Minntech Plan to the trustee of Buyer's qualified defined contribution plan, and, to the extent such plan-to-plan transfer is deemed by Buyer to be feasible and economically prudent, take all reasonable steps to accommodate such transfer.
Seller Employee Benefit Plans. Except as set forth in Section 4.12 of the Disclosure Schedule, Seller does not have any Employee Benefit Plan as defined in ERISA. Seller has not entered into any severance or similar arrangement in respect of any present or former personnel that will result in any obligation (absolute or contingent) of Purchaser to make any payment to any present or former personnel following termination by Purchaser of employment by Purchaser.
Seller Employee Benefit Plans. Purchaser shall have no obligation to continue or to make any contribution or payment with respect to any Employee Benefit Plan. Seller shall indemnify, defend and hold Purchaser harmless against any and all losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and related expenses) arising out of or relating to any Employee Benefit Plan in accordance with Section 12.1 hereof.
