Other Employee Plans. (a) Seller shall retain all obligations and liabilities under all Plans listed in Schedule 3.14.3, including obligations relating to or arising under Part 6 of Title I of ERISA and Section 4980B of the Code. Seller shall indemnify, and defend Buyer for and hold Buyer harmless from and against, and pay and reimburse Buyer for, any and all claims, losses, payments, audits, and assessments relating to or arising out of any and all Plans listed in Schedule 3.14.3 and obligations under this Subsection 5.12.4(a).
Other Employee Plans. (a) Newco shall, as of the Closing Date, assume all obligations and liabilities of Lockheed Xxxxxx and its Affiliates in respect of Transferred Employees and Transferred Beneficiaries under the Deferred Management Incentive Compensation Plan.
Other Employee Plans. 37 5.12.5 Access to Information........................37 Section 5.13 Assignment of Contracts and Rights....................38 Section 5.14
Other Employee Plans. Where either (i) plan assets, accruals or reserves or (ii) plan liabilities can be determined on an individual employee-by-employee basis at a commercially reasonable cost, they shall be so determined for purposes of making the calculations hereunder. Where they cannot be so determined, Abbott and Boston will agree upon a fair and equitable method of making such determination.
Other Employee Plans. CEC Canada may, in its discretion, transfer the sponsorship of all employee benefit plans formerly sponsored by CEC Canada, including but not limited to the CEC Resources Ltd. 401(k) Profit Sharing Plan, to Carbon as soon as practicable following the completion of the Exchange Offer.
Other Employee Plans. Prior to the Closing, and except for (i) accrued leave entitlements for the Transferred Employees to the extent reflected on the Closing Balance Sheet; (ii) the TechTeam Government Solutions, Inc. Health Flexible Spending Account Plan; (iii) the TechTeam Government Solutions, Inc. Dependent Care Flexible Spending Account Plan; (iv) the TechTeam Government Solutions Tuition Reimbursement Plan; and (v) the TechTeam Government Solutions Employee Referral Bonus Program, the Acquired Companies and the Seller shall take or cause to be taken any actions that are necessary in order to (A) pay all benefits due participants in the Employee Plans and (B) transfer to the Seller (1) each of the Employee Plans and (2) all Liabilities associated with the Employee Plans. With respect to the TechTeam Government Solutions, Inc. Health Flexible Spending Account Plan (“FSA Plan”) and the TechTeam Government Solutions, Inc. Dependent Care Flexible Spending Account Plan (“DFSA Plan”), Seller shall cause the Closing Balance Sheet to include as a liability the aggregate amount of all “negative account balances” in excess of Twenty-Five Thousand Dollars ($25,000). For the purposes of this Agreement, the term “negative account balances” shall mean, with respect to each participant in the FSA Plan or the DFSA Plan who has, as of the Closing and with respect to the current relevant plan year, submitted reimbursement requests (“Closing Reimbursement Requests”) in excess of the amount withheld from such individual’s pay as of the Closing with respect to the FSA or the DFSA (determined under each of the FSA and DFSA individually) (“Closing Withholdings”), the excess of the Closing Reimbursement Requests over the Closing Withholdings. If Buyer recoups more than Twenty-Five Thousand Dollars ($25,000) of the FSA and DCAP negative account balances that exist at the Closing (through deductions from the pay of such individuals having negative account balances) between the Closing and the end of the calendar year in which the Closing occurs, Buyer shall pay Seller an amount equal to the amount so recouped in excess of Twenty-Five Thousand Dollars ($25,000). With respect to the TechTeam Government Solutions Employee Referral Bonus Program (“Referral Program”), prior to the Closing, Seller shall pay or cause to be paid the full amount of all referral bonuses that become due or payable under the Referral Program on or prior to the Closing (for purposes of this Agreement, the 90-day employment ann...
Other Employee Plans. (a) Effective as of the Effective Time, ISI Employees shall cease to be eligible to participate in all Plans set forth in Section 6.04(a) of the Disclosure Schedule (the "ISC Plans") and, prior to, but effective as of, the Effective Time, ISI shall cause ISC to assume sponsorship of, and all of ISI's rights, powers, duties, liabilities and obligations under and with respect to, the ISC Plans.
Other Employee Plans. Except as otherwise provided in -------------------- subsections (e) 4and (f) below, Buyer shall be responsible for any liabilities or obligations with respect to events which occurred and claims incurred prior to the Closing (including liabilities and obligations for incurred but not reported claims outstanding as of the Closing Date, for disabilities or periods of sickness commencing prior to the Closing Date, and for workers' compensation claims arising prior to the Closing Date) with respect to Employee Benefit Arrangements covering individuals who were employees (including any employees on leave) of, or terminated or retired from, the Company and the Subsidiaries prior to the Closing Date. Post Employment Obligations. With respect to employees of any of --------------------------- the Company and the Subsidiaries who terminated employment with the Company and the Subsidiaries prior to the Closing Date, Buyer shall (except as provided in Sections 5.9(c)(i) and 5.9(f)) be solely responsible for any and all liabilities and obligations reflected as FAS 106 and 112 liabilities on the Closing Date Balance Sheet and Seller shall (except as provided in Section 5.9(c)(ii)) be solely responsible for any and all other post employment liabilities and obligations arising under the Employee Benefit Plans and the Employee Benefit Arrangements.
Other Employee Plans. 20 Section 6.01. Bonus and Long-Term Incentive Plans............................... 20 ----------------------------------- Section 6.02.
Other Employee Plans. Except as otherwise provided in subsections (e) and (f) below, Buyer shall be responsible for any liabilities or obligations with respect to events which occurred and claims incurred prior to the Closing (including liabilities and obligations for incurred but not reported claims outstanding as of the Closing Date, for disabilities or periods of sickness commencing prior to the Closing Date, and for workers compensation claims arising prior to the Closing Date) with respect to Employee Benefit Arrangements covering individuals who were employees (including any employees on leave) of, or terminated or retired from, the Company and the Subsidiaries prior to the Closing Date.
