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 3.20(a) of the Disclosure Schedule sets forth all Employee Benefit Plans (i) which are maintained by the Seller and/or any of its Subsidiaries or by any member of their Related Group, or to which the Seller and/or any of its Subsidiaries or any member of their Related Group contribute or are required to contribute or with respect to which the Seller and/or any of its 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 Seller and/or any of its 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. Transferred Employees shall cease participation, vesting, benefit and service accruals under all Benefit Plans of Seller immediately upon the Transition Date.
Seller Plans. Section 5.10(a)........................................23 Shares....................................................
Seller Plans. Within 30 days after the Closing, Sellers shall deliver to Buyer true, correct and complete copies of (a) the governing documents of each Seller Plan, (b) where applicable, the most recent summary plan description of each Seller Plan, and (c) any employee handbook or similar materials furnished to Seller employees who are Eligible Employees.
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. Effective as of the Effective Time, all Transferred Employees who immediately prior to the Effective Time were active participants in the Benefit Plans of any Seller or its Affiliates (including AAR CORP.) (hereinafter referred to collectively as the “Seller Benefit Plans”) shall cease to be eligible for active participation in such Seller Benefit Plans, subject to such Transferred Employees remaining eligible under Seller Benefit Plans for up to ninety (90) days following the Closing Date in accordance with the Transition Services Agreement. The benefits of such Transferred Employees under the Seller Benefit Plans accrued prior to the Effective Time, shall be provided to the Transferred Employees in accordance with the terms of such plans, except to the extent otherwise provided in this Section 5.4, including in respect of Sellers’ Savings Plan.
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 3.9(a) of the Seller Disclosure Schedule contains a list of each employee benefit plan, program, agreement or arrangement (including without limitation any employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), in each case, that is sponsored, maintained or contributed to or required to be contributed to by the Seller, DQE or by any trade or business, whether or not incorporated that together with the Company, the Seller or DQE would be deemed a "single employer" within the meaning of Section 4001(b) of ERISA (an "ERISA Affiliate"), or to which the Seller, DQE or an ERISA Affiliate is a party, for the benefit of any employee or former employee of the Company, the Seller or any affiliate of the Seller whose employment is (in the case of current employees) or was (in the case of former employees) principally attributable to the businesses carried on by or in respect of the Company (such individuals, the "Business Employees," and such plans, programs, agreements or arrangements, collectively, the "Seller Plans"). The Company does not sponsor, maintain, contribute to, and is not a party to, or within the last six (6) years preceding the Closing has not sponsored, maintained, or contributed to, been required to contribute to, or been a party to, any Seller Plans or any other employee benefit plan within the meaning of Section 3(3) of ERISA.
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.
