Corporate Benefit Plans Generally Sample Clauses

Corporate Benefit Plans Generally. The parties covenant and agree that, if designated by the Manager, from time to time, all or any of the individuals referred to in or contemplated by section 2.4 hereof shall be entitled to participate in all Corporate Benefit Plans to the extent that such participation may be permitted pursuant to the terms of any particular Corporate Benefit Plan. Where the Manager so designates any such individual who is eligible to participate in any particular Corporate Benefit Plan (individually, a “Designated Individual”, and collectively, “Designated Individuals”), the Corporation and Global shall ensure that each such Designated Individual is enrolled as a participant in that Corporate Benefit Plan, and that, once any such Designated Individual shall have been enrolled as a participant in a Corporate Benefit Plan, such Designated Individual shall be entitled to all of the rights of a participant in that Corporate Benefit Plan, subject always to the terms thereof, regardless of whether or not this Agreement may have been terminated or amended. The Manager shall be responsible for the incremental employer contribution costs, if any, which may be incurred by reason of the participation of any Designated Individual in a Corporate Benefit Plan (the “Incremental Costs”), provided always that the compensation payable by the Corporation to the Manager hereunder shall be increased, automatically and concurrently, by the amount of any Incremental Costs payable by the Manager to the extent that such amounts may not have been included in the amount otherwise payable to the Manager pursuant to section 3.1 hereof, which Incremental Costs shall be payable by the Corporation to the Manager, in any event, no later than the date upon which such Incremental Costs become payable by the Manager; and in the event that at any time any Incremental Costs may be payable by the Manager, but the Manager shall not then be engaged by the Corporation, the Corporation shall be liable nevertheless to so pay to the Manager the amount of all such Incremental Costs, unless the Manager shall have provided its express written consent to the contrary. If requested by the Manager, the Corporation shall remit directly, in respect of any Corporate Benefit Plan in which one or more Designated Individuals may be participating, as and when due, on behalf of the Manager, all employer contributions and Incremental Costs in respect of each such Designated Individual.
Sample 1
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Related to Corporate Benefit Plans Generally

  • Employee Benefit Plans and Related Matters; ERISA (a) Section 3.18(a) of the Company Disclosure Schedule sets forth as of the date of this Agreement a true and complete list of the material Company Benefit Plans, including all Company Benefit Plans subject to ERISA. With respect to each such material Company Benefit Plan, the Company has made available to Parent a true and complete copy of such Company Benefit Plan, if written, or a description of the material terms of such Company Benefit Plan if not written, and to the extent applicable, (i) any proposed amendments, (ii) all trust agreements, insurance contracts or other funding arrangements, (iii) the most recent actuarial and trust reports for both ERISA funding and financial statement purposes, (iv) the most recent Form 5500 with all attachments required to have been filed with the IRS or the Department of Labor and all schedules thereto, (v) the most recent IRS determination or opinion letter, and (vi) all current summary plan descriptions.

  • Employee Benefit Plans; ERISA (a) Except as disclosed in the Parent SEC Documents, there are no “employee benefit plans” (within the meaning of Section 3(3) of ERISA) nor any other employee benefit or fringe benefit arrangements, practices, contracts, policies or programs other than programs merely involving the regular payment of wages, commissions, or bonuses established, maintained or contributed to by Parent. Any plans listed in the Parent SEC Documents are hereinafter referred to as the “Parent Employee Benefit Plans.”

  • Employee Benefit Plans and Arrangements Schedule 6.22 sets forth a complete and accurate list of each Benefit Plan covering any present or former officers, employees or directors of the Company. "Benefit Plan" means each "employee pension benefit plan" (as defined in Section 3(3) of ERISA, hereinafter a "Pension Plan"), "employee welfare benefit plan" (as defined in Section 3(1) of ERISA, hereinafter a "Welfare Plan") and each other plan or arrangement (written or oral) relating to deferred compensation, bonus, performance compensation, stock purchase, stock option, stock appreciation, severance, vacation, sick leave, holiday pay, fringe benefits, personnel policy, reimbursement program, incentive, insurance, welfare or similar plan, program, policy or arrangement, in each case maintained or contributed to, or required to be maintained or contributed to, by the Company or its affiliates or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, together with the Company, a "Commonly Controlled Entity") for the benefit of any present or former officer, employee or director. The Company has no intent or commitment to create any additional Benefit Plan or amend any Benefit Plan so as to increase benefits thereunder. The Company has not created any Benefit Plan or declared or paid any bonus compensation in contemplation of the transactions contemplated by this Agreement. A current, accurate and complete copy of each Benefit Plan has been made available to UniCapital. Except as disclosed on Schedule 6.22:

  • Benefit Plans; ERISA (a) Section 2.09(a) of the Disclosure Schedule contains a true and complete list and description of each of the Benefit Plans and identifies each of the Benefit Plans that is a Qualified Plan and relates to Employees.

  • Employee Benefit Plans and Compensation (a) For purposes of this Section 2.22, the following terms shall have the meanings set forth below:

  • 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).

  • Health and Welfare Benefit Plans During the Employment Period, Executive and Executive’s immediate family shall be entitled to participate in such health and welfare benefit plans as the Employer shall maintain from time to time for the benefit of senior executive officers of the Employer and their families, on the terms and subject to the conditions set forth in such plan. Nothing in this Section shall limit the Employer’s right to change or modify or terminate any benefit plan or program as it sees fit from time to time in the normal course of business so long as it does so for all senior executives of the Employer.

  • 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.

  • Stock-Based Employee Benefit Plans Parent and SpinCo shall take all actions as may be necessary to approve the grants of adjusted equity awards by Parent (in respect of Parent Shares) and SpinCo (in respect of SpinCo Shares) in connection with the Distribution in order to satisfy the requirements of Rule 16b-3 under the Exchange Act.

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