Seller’s Benefit Plans. Section 3.10(b) of the Disclosure Schedule sets forth a list of all bonus, savings or thrift, stock bonus, employee stock ownership, stock option, commission or incentive, rabbi trust, deferred compensation, retirement, hospitalization, medical, vision or dental reimbursement, post-retirement medical, sickness, accident, scholarship, day care, prepaid legal services, severance pay, vacation or holiday pay, disability, death benefit, insurance and other welfare, retiree welfare or similar plans, programs, funds, contracts, employment contracts or arrangements providing compensation or benefits, oral or written, including “employee welfare benefit plans” and “employee pension benefit plans” as defined in Sections 3(1) and 3(2), respectively, of ERISA to which a member of the Seller Group or any ERISA Affiliate is a party or by which any of them is bound or pursuant to which it may be liable (directly, contingent or otherwise) at any time (“Sellers’ Benefit Plans”).
Seller’s Benefit Plans. Purchaser shall assume no responsibility ---------------------- with regard to any Company Benefit Plans of Seller. To the extent necessary, Seller may continue to communicate with the Hired Employees regarding their rights and entitlement to any benefits under the Company Benefit Plans, subject to Purchaser's prior approval, which shall not be unreasonably withheld, and the parties shall cooperate with each other in the administration of all applicable employee benefit plans and programs. In the event that the Seller's Code Section 401(k) plan terminates, Seller shall file such plan with the Internal Revenue Service for a determination that the plan is qualified upon termination prior to distributing any assets held under the Seller's Code Section 401(k) plan. Purchaser agrees to use its best efforts to enable Hired Employees with outstanding loan balances under the Seller's Code Section 401(k) plan to continue loan repayments or to permit rollovers of such outstanding loan balances to the Purchaser's Code Section 401(k) plan.
Seller’s Benefit Plans. Purchaser shall assume no liability or responsibility with regard to any Employee Benefit Plan. Seller shall be responsible for complying with the requirements of Code Section 4980B and Part 6 of Title 1 of ERISA for employees of the Business (including the Hired Employees) and their "qualified beneficiaries" whose "qualifying event" (as such terms are defined in Code Section 4980B) occurs on or prior to the Closing Date. Seller will, at its or one of its affiliate's expense, cause all applicable employer matching contributions to be made to the accounts of all Hired Employees under Seller's Code Section 401(k) plan for that portion of the 2001 plan year during which such Hired Employee was eligible to receive an employer matching contribution without regard to any requirement that the Hired Employees be employed on any particular date or earn any minimum number of hours of service to receive such contribution. Seller will, at its or one of its affiliate's expense, cause Hired Employees to be paid for all accrued but unused vacation time as of the Closing Date. Seller shall cause all Hired Employees to become fully vested as of the Closing Date in their accrued benefits and accounts under any Employee Benefit Plan, except where such vesting would violate applicable laws or require, under applicable laws, the Seller to increase benefits of other employees.
Seller’s Benefit Plans. Effective as of the Closing Date, the Continuing Non-Unionized Employees and Unionized Employees (who accept offers pursuant to Section 6.7(d)(i)) shall cease to accrue further benefits and shall cease to be active participants under the Sellers Benefit Plans. Buyer shall not assume any of the Sellers Benefit Plans. From and after the Closing Date, Sellers and their ERISA Affiliates shall retain and shall be solely responsible for all obligations and liabilities under the Sellers Benefit Plans, and neither Buyer nor its Affiliates (including the Acquired Companies) shall have any obligation, liability or responsibility from and after the Closing Date to or under the Sellers Benefit Plans, whether such obligation, liability or responsibility arose before, on or after the Closing Date.
Seller’s Benefit Plans. Purchaser shall assume no responsibility ----------------------- with regard to any benefit plans of Seller.
Seller’s Benefit Plans. 40 SECTION 10.04. BUYER BENEFIT PLANS...........................................40 SECTION 10.05. W-2 REPORTING.................................................41 SECTION 10.06. NO THIRD PARTY BENEFICIARIES..................................41
Seller’s Benefit Plans. (a) Except to the extent previously funded or covered through insurance purchased prior to the Closing Date, Buyer shall assume responsibility for all Benefit Plan liabilities and obligations for Transferred Employees on and after the Closing Date and Seller shall not have any liability with respect thereto. Except to the extent that such obligation or liability is associated with a Benefit Plan sponsored or maintained by the Thermal Divisions or a subsidiary included in the Business, or as otherwise expressly set forth herein, Seller shall retain all obligations and liabilities under the Benefit Plans in respect of each employee or former employee (including any beneficiary thereof) who is not a Transferred Employee.
Seller’s Benefit Plans. (a) All Employee Benefit Plans providing benefits or coverages to any Employee or Former Employee (“Seller’s Benefit Plans”) are listed in Section 4.15(a) of the Seller’s Disclosure Schedule. Except as otherwise indicated in Section 4.15(a) of the Seller’s Disclosure Schedule, (i) none of Seller’s Benefit Plans (other than the Company Benefit Plans) are established or maintained by the Company or any Subsidiary, (ii) the Company, the Subsidiaries and the Employees participate in such Seller Employee Benefit Plans (other than the Company Benefit Plans) due to the Company’s status as a wholly-owned subsidiary of Seller, (iii) except to the extent specified in the TSA, or with respect to Retained Company Plans, the Employees’ active participation in such Seller’s Benefit Plans will cease as of the day before the Closing Date, and (iv) none of Seller’s Benefit Plans (except for Retained Company Plans) will obligate Buyer to assume or perform any obligation thereunder as a result of the transactions contemplated by this Agreement.
Seller’s Benefit Plans. Purchaser will assume no responsibility with regard to any Seller Plans. If applicable, Seller shall cause the Hired Employees to be fully vested in their account balances and accrued benefits as of the Closing Date under each Seller Plan that is a defined benefit or contribution plan and such account balances and accrued benefits shall be available for distribution to Hired Employees in accordance with the terms and provisions of such plans. Seller shall retain any and all liability under the Seller Plans, including but not limited to all liability for retiree medical expenses for Hired Employees retiring on or before the Closing Date and for all claims incurred by the Hired Employees or any of their covered dependents prior to the Closing Date under the Seller Plans that provide medical, disability, life insurance, and workers’ compensation benefits. For the purposes of this Section 8.2 a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when death occurs; in the case of disability benefits, when the disability occurs; in the case of a hospital stay, when the employee or covered dependent first enters the hospital; and in the case of workers’ compensation, when the injury occurs. To the extent necessary, Seller may continue to communicate with the Hired Employees regarding their rights and entitlement to any benefits under the Seller Plans, subject to Purchaser’s prior approval, which shall not be unreasonably withheld or delayed.
Seller’s Benefit Plans each employee benefit or compensation plan, ---------------------- program policy or arrangement, including, without limitation, the Company Plans, maintained, sponsored or contributed to by Seller or any affiliate thereof, in which Employees participate. Seller's Pension Plan: the CLP Pension Plan. --------------------- Tax or Taxes: all taxes, assessments, charges, duties, fees, levies, ------------ imposts, duties and other governmental charges, including, but not limited to, all federal, state, local, foreign and other income, alternative minimum, add-on, gross income, gross receipts, sales, use, transfer, capital gains, ad valorem, value-added, franchise, license, capital stock, capital structure, profits, withholding, payroll, employment, unemployment, excise, severance, stamp, occupation, premium, recording, real property, personal property, windfall profits, custom, service, service use, lease, gift, social security, disability, transactions, intangibles, registration, title, federal highway use, environmental (including, but not limited to, taxes under Section 59A of the Code) and other governmental charges of any kind whatsoever (whether payable directly or by withholding and whether or not requiring the filing of a return) and all estimated taxes, deficiency assessments, additions to tax, additional amounts imposed by any Governmental Agency (domestic or foreign), penalties, fines and interest. Taxing Authority: the IRS and any other Governmental Agency ---------------- responsible for the administration of any Tax. Tax Return: any return, declaration, report, claim for refund, ---------- information return, statement or other similar document relating to Taxes, including any amendments thereto and related or supporting information, filed or required to be filed with respect to Taxes. Transfer Taxes: any sales, use, stamp, documentary, filing, -------------- recording, transfer, real estate transfer, stock transfer, gross receipts, registration or other similar fees or taxes or governmental charges (together with any interest or penalty, addition to tax or additional amount imposed) as levied by any Taxing Authority in connection with the Transaction. [Remainder of page intentionally left blank.]
