Maintenance of Employee Benefits Sample Clauses

Maintenance of Employee Benefits. (a) For a period of twelve months from the Closing Date, Buyer agrees that it will, and will cause the Companies and the Subsidiaries to, provide the current Employees with compensation and benefits coverage that, in the aggregate, is substantially comparable to the compensation and benefits coverage provided to such Employees immediately prior to the Closing Date; provided, that in no event shall Buyer be required to provide such Employees with any benefits to the extent that such provision of benefits would adversely affect the financial condition or results of operation of the Companies and the Subsidiaries on a stand-alone basis. Without limiting the generality of the foregoing, Buyer shall honor and assume the vacation or other paid time off for each Employee that has been accrued on the Closing Working Capital Statement but remains unused as of the Closing Date.
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Maintenance of Employee Benefits. The employer shall maintain any Employee Benefits existing prior to the signing of this Agreement.
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Maintenance of Employee Benefits. 43 9.6. WARN................................................................................................44 9.7.
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Maintenance of Employee Benefits. For a period of at least twelve (12) months following the Closing Date (the "POST-CLOSING PERIOD"), Delta and the Buyer will cause the Company to maintain Employee Plans and Benefit Arrangements for the employees of the Company that are substantially equivalent, viewed as a whole, to the Employee Plans and Benefit Arrangements maintained by the Company immediately prior to the Closing and to allow the employees of the Company to continue to participate in such Employee Plans and Benefit Arrangements, upon payment of any necessary premiums therefor, on terms substantially similar to those provided to such employees immediately prior to the Closing; provided, however, that (i) effectuation of the parties' mutual agreement with respect to the Company's split-dollar life insurance policies will not be deemed to violate this Section 9.5 and (ii) nothing in this Section 9.5 shall be deemed to restrict or prevent in any way the right of the Company following the Closing Date to terminate, reassign, promote, or demote any of the Company's employees or to change adversely or favorably titles, powers, duties, responsibilities, functions, locations, salaries, wages, bonuses or personnel practices, subject to the terms of any written employment agreements. Following the Post-Closing Period, Delta and the Buyer shall have the right to cause the Company to terminate any Employee Plan or Benefit Arrangement; provided, however, that to the extent that Delta or the Buyer causes the Company to establish any new Employee Plan or Benefit Arrangement following the Post-Closing Period, Delta and the Buyer shall cause the Company to (i) recognize any prior service of all employees as of the original hire date with the Company for purposes of benefit accrual, participation, and vesting under such new Employee Plan or Benefit Arrangement; (ii) waive, and with respect to insured plans, use its best efforts to cause the insurance carrier to waive, any pre-existing condition exclusion (to the extent that such exclusion would not have applied under the applicable plan of the Company in which the employee participated prior to the Closing); and (iii) credit any paid-in or accrued deductibles within the same plan year.
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Maintenance of Employee Benefits. 46 -- Section 10.04. Employee Agreements and Change of Control...... 47 -- PAGE ---- ARTICLE 11 ---------- CONDITIONS TO THE MERGER ------------------------
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Maintenance of Employee Benefits. (a) For a period of two years from the Closing Date, Buyer agrees that the Surviving Corporation will, or will cause the Company and each Subsidiary to, continue to maintain employee and retiree compensation and benefit plans, programs, arrangements and policies for the benefit of employees of TISM, the Company and each Subsidiary which provide compensation and benefits that are substantially comparable, in the aggregate, to those provided by TISM, the Company or any Subsidiary, if applicable, for the benefit of such employees immediately prior to the Closing Date. Buyer agrees that the Surviving Corporation will, or will cause the Company and each Subsidiary to, give employees of the Company and each Subsidiary full credit for purposes of eligibility, vesting and benefit accrual under any such plans or arrangements maintained by TISM, the Company or any Subsidiary, if applicable, pursuant to this Section 10.03 for such employees' ----- service recognized for such purposes under the Employee Plans and Benefit Arrangements.
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Maintenance of Employee Benefits. (a) Buyer agrees that for a period of 6 months after the Closing Date (the “Relevant Period”), it will provide (or will cause to be provided) each Transferred Employee (exclusive of Business Employees with written employment agreements or arrangements) with annual base salary and incentive compensation opportunity that are at least equal to his or her annual base salary and incentive compensation opportunity in effect immediately prior to the Closing. In addition, Buyer agrees that during the Relevant Period, it will provide (or will cause to be provided) Transferred Employees with healthcare and dental insurance benefits that Buyer will use commercially reasonable efforts to cause to be equivalent to those presently offered by Seller to the Transferred Employees immediately prior to the Closing, but which the parties acknowledge may, for cost reasons, vary with respect to certain aspects, including copays, deductibles, charges for particular services and the like.
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Maintenance of Employee Benefits. 25.01 A permanent employee, disabled due to an accident for which compensation is payable under the Workers' Compensation Act, may choose to remit his/her normal share of benefit premiums upon the understanding that such a share contribution would only be made for three (3) pay periods following the date of the accident and that the Division would render its normal contribution. Extensions of the period during which the Division and the employee may make contributions shall be made at the sole discretion of the Division.
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Maintenance of Employee Benefits. An employee may elect to continue coverage of his/her benefit package while on a leave of absence by paying the full cost of premium to the Company who will then maintain the benefits by paying the cost of the premium to the appropriate underwriter, excluding maternity/parental, WSIB or sick leave as in Article 20.03.
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Related to Maintenance of Employee Benefits

  • Continuation of Employee Benefits a) For an employee on lay-off the Company will provide and pay the premiums that are due in the six (6) calendar month period following the month of layoff for all the Employee Benefits as outlined in Article 24 excluding Weekly Indemnity, Sick Pay, and Long Term Disability Benefits and Accidental Death and Dismemberment.

  • Employee Benefits During the Employment Term, Executive will be entitled to participate in the employee benefit plans currently and hereafter maintained by the Company of general applicability to other senior executives of the Company. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

  • Employee Benefits Matters promptly, and in any event within 5 days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

  • Other Employee Benefits In addition to the foregoing, during the Employment Term, the Employee will be entitled to participate in and to receive benefits as a senior executive under all of the Company’s employee benefit plans, programs and arrangements available to senior executives, subject to the eligibility criteria and other terms and conditions thereof, as such plans, programs and arrangements may be duly amended, terminated, approved or adopted by the Board from time to time.

  • Continued Employee Benefits If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, the Company will reimburse Executive for the premiums necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents until the earlier of (A) a period of nine (9) months from the date of Executive’s termination of employment, (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (C) the date upon which Executive ceases to be eligible for coverage under COBRA (such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to nine (9) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA premiums.

  • Employee Benefit Matters Except as would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect: (a) each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) providing benefits to any current or former employee, officer or director of the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) that is sponsored, maintained or contributed to by the Company or any member of its Controlled Group and for which the Company or any member of its Controlled Group would have any liability, whether actual or contingent (each, a “Plan”) has been maintained in compliance with its terms and with the requirements of all applicable statutes, rules and regulations, including ERISA and the Code; (b) with respect to each Plan subject to Title IV of ERISA (including, for purposes of this clause (b), any plan subject to Title IV of ERISA that the Company or any member of its Controlled Group previously maintained or contributed to in the six years prior to the Signing Date), (1) no “reportable event” (within the meaning of Section 4043(c) of ERISA), other than a reportable event for which the notice period referred to in Section 4043(c) of ERISA has been waived, has occurred in the three years prior to the Signing Date or is reasonably expected to occur, (2) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred in the three years prior to the Signing Date or is reasonably expected to occur, (3) the fair market value of the assets under each Plan exceeds the present value of all benefits accrued under such Plan (determined based on the assumptions used to fund such Plan) and (4) neither the Company nor any member of its Controlled Group has incurred in the six years prior to the Signing Date, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including any Plan that is a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (c) each Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service with respect to its qualified status that has not been revoked, or such a determination letter has been timely applied for but not received by the Signing Date, and nothing has occurred, whether by action or by failure to act, which could reasonably be expected to cause the loss, revocation or denial of such qualified status or favorable determination letter.

  • Employee Benefits; ERISA (a) Schedule 4.17 contains a true and complete list of each material bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance, change-in-control, or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement or arrangement, and each other material employee benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be contributed to by any Conveyed Entity, any Subsidiary thereof or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with any Conveyed Entity would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA, for the benefit of any employee or former employee of any Conveyed Entity, Subsidiary thereof or any ERISA Affiliate (the "Plans"). Schedule 4.17 identifies each of the Plans that is an "employee welfare benefit plan," or "employee pension benefit plan" as such terms are defined in Sections 3(1) and 3(2) of ERISA (such plans being hereinafter referred to collectively as the "ERISA Plans"). No Conveyed Entity, Subsidiary thereof or any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, to create any additional Plan or modify or change any existing Plan that would affect any employee or former employee of any Conveyed Entity, any Subsidiary thereof or any ERISA Affiliate except to the extent that any such creation, modification or change could not, individually or in the aggregate, reasonably be expected to result in a material liability of a Conveyed Entity or any of its Subsidiaries.

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