Seller Plans Sample Clauses
The "Seller Plans" clause defines the requirement for the seller to provide detailed plans, drawings, or specifications related to the goods or services being sold. Typically, this clause outlines the type of plans to be delivered, the timeline for their submission, and any standards or formats they must meet. For example, in a construction contract, the seller may need to submit architectural blueprints or engineering diagrams for approval before work begins. The core function of this clause is to ensure that both parties have a clear and agreed-upon understanding of the project's technical details, reducing the risk of misunderstandings or disputes over the scope and quality of deliverables.
Seller Plans. (a) Except as expressly set forth herein, Seller or its designated Affiliates shall retain or reimburse Buyer for all liabilities and obligations (including any underfunding of defined benefit plans as of the Closing Date) in respect of benefits accrued under all benefit plans or arrangements maintained, administered or contributed to by Seller or its Affiliates, including the Employee Plans and International Plans, in respect of each Transferred Employee, employee, or former employee (including any beneficiary thereof). Except as expressly set forth herein, no assets of any benefit plans or arrangements maintained, administered or contributed to by Seller or any Affiliate thereof, including any Employee Plan or International Plan, shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates; PROVIDED, that Seller shall not retain, and Buyer shall assume, any and all obligations and liabilities with respect to benefits accrued by Transferred Employees during the transitional services period as provided for in Annex J; and PROVIDED FURTHER, that in the case of any Employee Plan or International Plan maintained by an Acquired Subsidiary (an "ACQUIRED SUBSIDIARY PLAN") and pursuant to which such Acquired Subsidiary (or any other Affiliate of Buyer) will retain any pre-closing liabilities after the Closing Date, any assets maintained in connection with such liabilities by such Acquired Subsidiary (or in a trust or similar entity established by such Acquired Subsidiary) immediately prior to the Closing Date shall continue to be maintained by such Acquired Subsidiary or entity after the Closing Date. Benefit accruals in respect of Transferred Employees under any Employee Plan or International Plan other than an Acquired Subsidiary Plan shall cease at the later of the Closing Date or end of the transitional period as provided for in Annex J. Seller and Buyer agree that, except where alternative arrangements have been specifically agreed in writing between Buyer and Seller, all liabilities of Acquired Subsidiaries under existing Acquired Subsidiary Plans providing for retirement, deferred compensation or similar benefits (an "ACQUIRED SUBSIDIARY RETIREMENT PLAN") shall be retained by the applicable Acquired Subsidiary following the Closing. Following the Closing, Seller and Buyer shall use their best efforts, and shall cause their respective actuaries to cooperate, to agree on the actuarial present value of the unfunded l...
Seller Plans. 2.3(b) Seller Preferred Shares......................................................................................2.3(a) Seller Properties....................................................................................2.8(a), 2.9(a) Seller SEC Documents.........................................................................................2.5(b) Seller Stockholder Approvals.................................................................................2.4(a) -vii-
Seller Plans. Section 3.17(a) of the Disclosure Schedule sets forth all Employee Benefit Plans (i) which are maintained by the Sellers and/or any of their Subsidiaries or by any member of their Related Group, or to which the Sellers and/or any of their Subsidiaries or any member of their Related Group contribute or are required to contribute or with respect to which the Sellers and/or any of their Subsidiaries or any member of their Related Group have or may have any Liability or become subject to a Lien under ERISA or the Code, and (ii) which benefit any present or former employee, director or independent contractor (or any dependent or beneficiary thereof) of the Sellers and/or any of their Subsidiaries or any member of their Related Group (a “Seller Plan”). For purposes of this Agreement, the term “Employee Benefit Plan” means any plan, program, agreement, policy or arrangement (a “plan”), whether or not reduced to writing, that is: (w) a welfare benefit plan within the meaning of Section 3(1) of ERISA (a “Welfare Plan”); (x) a pension benefit plan within the meaning of Section 3(2) of ERISA; (y) a stock bonus, stock purchase, stock option, restricted stock, stock appreciation right or similar equity-based plan; or (z) any other deferred-compensation, retirement, welfare-benefit, bonus, incentive or fringe benefit plan, whether for a single individual or a group of individuals.
Seller Plans. (a) Except as expressly set forth herein, Seller or its designated Affiliates shall retain or reimburse Buyer for all liabilities and obligations (including any underfunding of defined benefits plans as of the Closing Date) in respect of benefits accrued under all benefit plans or arrangements maintained, administered or contributed to by Seller or its Affiliates, including the Employee Plans and International Plans, in respect of each Transferred Employee, employee, or former employee (including any beneficiary thereof). Except as expressly set forth herein, no assets of any benefit plans or arrangements maintained, administered or contributed to by Seller or any Affiliate thereof, including any Employee Plan or International Plan, shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates; PROVIDED, that Seller shall not retain, and Buyer shall assume, any and all obligations and liabilities with respect to benefits accrued by Transferred Employees during the transitional services period as provided for in Annex J. Benefit accruals in respect of Transferred Employees under any such plan shall cease at the later of the Closing Date or end of the transitional period as provided for in Annex J. All health care and dependant care flexible spending accounts maintained with respect to Transferred Employees under the Seller's cafeteria plan shall be transferred to the Buyer or one of its Affiliates.
(b) With respect to any Transferred Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short-term disability or workers' compensation under any Employee Plan or International Plan on or prior to the Closing Date and continues in a hospital or on short-term disability or workers' compensation after the Closing Date, Seller shall be responsible for claims and expenses incurred both before and after the Closing Date in connection with such person, to the extent that such claims and expenses are covered by an Employee Plan or International Plan until such time, (if any) that, in the case of a Transferred Employee, such person resumes full-time employment with Buyer or one of its Affiliates and, in the case of any beneficiary or dependent of a Transferred Employee, such person's hospitalization has terminated. With respect to any benefit plans or arrangements covering medical expenses and other costs relating to pregnancies and maternity leave, Seller shall be responsible for all claims (w...
Seller Plans. [reserved].
Seller Plans. Stay-Plan Bonus
Seller Plans. The term "Seller Employee" shall refer to any individual ------------ --------------- who was employed by a Seller prior to the Closing Date and who continues his or her employment with Buyer following the Closing Date. With respect to Seller Employees and Seller Plans, Sellers covenant and agree that (i) the participation of Seller Employees in Seller Plans shall terminate as of the Closing Date and the appropriate Seller shall retain all responsibilities, rights, liabilities and obligations with respect to such Seller Plans and any other plan or program maintained by an ERISA Affiliate (as defined below), including specifically, but not by way of limitation, all liabilities relating to or arising from acts or omissions in the administration and operation of Seller Plans and any other plan or program maintained by an ERISA Affiliate, and (ii) the appropriate Seller shall be fully responsible for benefits earned, accrued or incurred by the Seller Employees prior to the Closing Date, including specifically, but not by way of limitation, Seller Plans' benefits and benefits under any other plan or program maintained by an ERISA Affiliate resulting from contributions made, expenses incurred and events occurring prior to the Closing Date (whether or not submitted for payment prior to the Closing Date).
Seller Plans. Section 5.10(a)........................................23 Shares....................................................
Seller Plans. Section 3.11 of the Disclosure Schedules sets forth a list of all material Seller Plans to the extent applicable to Employees and Former Employees. Sellers have made available to Buyers correct and complete copies of each of the following with respect to the Seller Plans, to the extent applicable to any Employee or Former Employee: (i) any plan documents and all amendments thereto, the most recent written descriptions thereof which have been distributed to Sellers’ employees, and (ii) the most recent determination or opinion letter issued with respect to each Seller Plan that is intended to be qualified under Code Section 401(a).
Seller Plans. Except with respect to Acquired Employee Plans and Assumed Liabilities related to Transferred Employees pursuant to §2.3(b), Seller shall be solely responsible for the Employee Plans and all obligations and liabilities thereunder. Except with respect to Acquired Employee Plans and Assumed Liabilities pursuant to §2.3(b) related to Transferred Employees, Buyer shall not assume any of the Employee Plans or any obligation or liability thereunder.