Employee Benefits Sample Clauses

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. (a) Parent and Merger Sub agree that, during the period commencing at the Effective Time and ending on the eighteen (18) month anniversary of the Effective Time, the employees of the Company and its Subsidiary who continue to be employed by Parent or an Affiliate following the Acceptance Time (“Continuing Employees”) shall be provided with (i) base salary or wage rate and bonus opportunities (including annual bonus opportunities, but excluding equity-based compensation) that are no less than the base salary or wage rate and bonus opportunities provided by the Company or its Subsidiary, as applicable, immediately prior to the Acceptance Time, (ii) pension and welfare benefits that are no less favorable in the aggregate than those provided by the Company or its Subsidiary, as applicable, immediately prior to the Acceptance Time and (iii) severance benefits that are no less favorable than those set forth in Section 5.8(a) the Company Disclosure Schedule. Following the Effective Time, Continuing Employees shall be eligible to participate in the equity compensation plans of Parent on the same terms as similarly situated Parent employees (including with respect to the grant of any awards (to be made at the discretion of Parent’s board of directors) under such equity compensation plans and the terms and conditions of such awards). Parent shall have no obligation and the Company shall take no action that would have the effect of requiring Parent or the Surviving Corporation to continue any specific plans or to continue the employment of any specific Person. (b) Parent and Merger Sub shall cause any employee benefit plans in which the Continuing Employees are eligible to participate following the Effective Time to take into account for purposes of eligibility, vesting, level of benefits and benefit accrual thereunder, service by such employees to the Company or its Subsidiary, as applicable, as if such service were with Parent, to the same extent such service was credited under a comparable plan of the Company or its Subsidiary, as applicable (provided, however, that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or to the extent that its application would result in a duplication of benefits). (c) To the extent permitted under applicable Law, with respect to any employee benefit plans maintained for the benefit of the Continuing Employees following the Effective Time, Parent and Merger Sub shall, and shall cause...

Employee Benefits. (a) True and complete copies of all documents comprising Benefit Plans have been provided to the Purchaser. For purposes of this Merger Agreement, the term "Benefit Plan" includes any plan, contract or arrangement (regardless of whether funded or unfunded, or foreign or domestic) which is sponsored by the Company or any of its Subsidiaries, or to which the Company or any of its Subsidiaries makes contributions or which covers any employee of the Company or any Subsidiary of the Company in his or her capacity as an employee or to which the Company or any Subsidiary of the Company has any obligation with respect to any current or former employee, and which is (i) an "Employee Benefit Plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (ii) a severance contract with (an) employee(s) or any severance plan applicable to employees, or (iii) a stock option plan or any other plan of deferred compensation. (b) All Benefit Plans are valid and binding and in full force and effect and there are no material defaults thereunder. Each Benefit Plan complies currently, and has complied in the past, in all material respects in form and operation, with all applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the "Code"), and other applicable law, except for failures to comply which is not reasonably likely to have a Material Adverse Effect. Except as set forth in Section 4.9 of the Disclosure Letter, the Company does not sponsor any "employee pension benefit plan" within the meaning of Section 3(2) of ERISA ("Pension Plan") which is intended to be qualified under Section 401(a) of the Code or provide any retiree health and life benefits under any Benefit Plan (excluding (i) continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985 and (ii) as set forth in Section 4.9 of the Disclosure Letter, to the extent not material, any written arrangements for post-termination of employment medical or life coverage between the Company and any individual). There is no pending or, to the knowledge of senior management of the Company, threatened litigation relating to the Benefit Plans, except for pending or threatened litigation that is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has engaged in, or failed to engage in, a transaction with respect to any Benefit Plan ...

Employee Benefits. (a) Except as would not result in a Material Adverse Change: (i) each Plan is in compliance with the applicable provisions of ERISA, the IRC, and other federal and state laws; (ii) each Plan that is intended to qualify under Section 401(a) of the IRC has received a favorable determination letter from the IRS, an application for such a letter is currently being processed by the IRS with respect thereto or such Plan is still within its applicable remedial amendment period for purposes of such an application and, to the knowledge of Borrowers, nothing has occurred which would reasonably be expected to prevent, or cause the loss of, such qualification; and (iii) each Loan Party and ERISA Affiliate has made all required contributions due and payable to each Plan subject to Section 412 of the IRC for any plan year ended in 2014 or any prior calendar year by the date on which any such contribution became due and payable, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the IRC has been made with respect to any Plan. (b) There are no pending or, to the knowledge of Borrowers, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Change. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted in or would reasonably be expected to have a Material Adverse Change. (c) Except as would not result in a Material Adverse Change: (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) no Loan Party or ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iii) no Loan Party or ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (iv) no Loan Party or ERISA Affiliate has engaged in a transaction that could reasonably be expected to be subject to Section 4069 or 4212(c) of ERISA. (d) With respect to any Foreign Plan, except as would not result in a Material Adverse Change: (i) all employer and employee contributions required by law or by the t...

Employee Benefits. (a) Parent shall make available, or shall cause the Surviving Corporation to make available, at the Effective Time, (i) to each employee of the Company who holds a position of Executive Vice President or higher as of the date of this Agreement and who remains employed by the Company immediately prior to the Effective Time, continued "at-will" employment for a minimum period of 180 days from the Effective Time, and (ii) to each employee of the Company who holds a position at a level below Executive Vice President as of the date of this Agreement and who remains employed by the Company immediately prior to the Effective Time, continued "at-will" employment for a minimum period of 120 days from the Effective Time. The terms and conditions of employment for each employee of the Company who, following the Effective Time, either continues his or her employment with the Surviving Corporation, or becomes an employee of Parent (in either case, a "Continuing Employee"), will include (x) the right to receive, during the applicable minimum period specified above, a salary and benefits under health and welfare plans that are comparable to the salary and the benefits under health and welfare plans to which such Continuing Employee is entitled as of the date of this Agreement, and (y) the right to continue receiving the salary and benefits described in clause "(x)" of this sentence for the remainder of the applicable minimum period if the employment of such Continuing Employee were terminated by the Surviving Corporation or Parent during such minimum period. Nothing contained in this Section 6.4 shall be construed to (i) limit the right of Parent or the Surviving Corporation to amend or terminate any benefit plan at any time or (ii) affect the "at-will" status of any Continuing Employee. (b) Following the expiration of the applicable minimum period specified in Section 6.4(a) with respect to a Continuing Employee, such Continuing Employee (if he or she continues to be employed by the Surviving Corporation or Parent) shall have the right to receive benefits under Parent's health and welfare benefit plans that are comparable to the benefits under such plans to which similarly situated employees of Parent are then entitled. To the extent permitted by applicable Legal Requirements and the terms of such plans, for purposes of participation, vesting and differential benefits based on length of service in any such plan, all service by a Continuing Employee with the Company shal...

Employee Benefits. (i) SSR and each of its material subsidiaries has complied, in all material respects, with the terms of all employee benefit, health, welfare, dental, supplemental unemployment benefit, bonus, incentive, profit sharing, deferred compensation, stock purchase, stock compensation, stock option, disability, life insurance, pension or retirement plans, group registered retirement savings and other employee compensation or benefit plans, policies, arrangements, practices or undertakings, whether oral or written, formal or informal, funded or unfunded, registered or unregistered, insured or self-insured which are sponsored, administered or maintained by or contributed to or required to be contributed to by, or which are otherwise binding upon, SSR or any such material subsidiary or in respect of which SSR or any of its material subsidiaries has any actual or potential liability (collectively, the “SSR Benefit Plans”) and with all applicable Laws and any collective bargaining agreements relating thereto. (ii) Section 4.1(1)(aa) of the SSR Disclosure Letter lists all SSR Benefit Plans of SSR and all material SSR Benefit Plans of SSR’s material subsidiaries and SSR has furnished to Alacer true, correct, up-to-date and complete copies of such SSR Benefit Plans as amended as of the date hereof together with all related documentation, including trust agreements, insurance contracts or other funding arrangements, the most recent financial statements, any material correspondence with a Governmental Entity, any filings, plan summaries, employee booklets and personnel manuals. The plan summaries, employee booklets and personnel manuals prepared for, and circulated to the employees and the former employees of SSR and their beneficiaries concerning such SSR Benefit Plans, accurately describe the benefits provided under each such SSR Benefit Plan referred to therein. For any such SSR Benefit Plan that is not set out in writing, a written summary of its material terms has provided in the SSR Data Room Information. (iii) No SSR Benefit Plan is a “registered pension plan” as that term is defined in section 248(1) of the Tax Act or a “multi-employer pension plan” or a “multi- employer plan” as those terms (or equivalent terms) are used in applicable provincial pension standards legislation and SSR and its material subsidiaries have never maintained, sponsored or contributed to any such “registered pension plan”, “multi-employer pension plan”, “multi-employer plan” on behalf of th...

Employee Benefits. (a) To the Knowledge of each of RRI and RRI Subsidiary, neither RRI, RRI Subsidiary, nor any ERISA Affiliate, as determined under Section 414(b), (c), or (m) of the Code, sponsors, maintains, or otherwise is a party to, or is currently in default under, or has any current accrued obligations under any pension, profit sharing, or other retirement plan, fringe benefit plan, health, group insurance, or other welfare benefit plan, or other similar plan, agreement, policy, or understanding, including, without limitation, any "employee benefit plan" within the meaning of Section 3(3) of the ERISA, whether formal or informal and whether legally binding or not under which RRI or an ERISA Affiliate has any current or future obligation or liability or under which any present or future employee of RRI, RRI Subsidiary, or an ERISA Affiliate, or such present or former employee's dependents or beneficiaries, has any current or future rights to benefits (each such plan, agreement, policy, or understanding being hereinafter referred to individually as a "Plan"). Neither RRI, RRI Subsidiary nor 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 present or former employee of RRI or RRI Subsidiary, or such present or former employee's dependents or beneficiaries. Neither RRI nor RRI Subsidiary is now, or been, a part of a controlled group of corporations within the meaning of Section 414(b) of the Code or a group of trades or businesses under common control within the meaning of Section 414(c) of the Code. (b) Neither RRI, RRI Subsidiary nor any ERISA Affiliate has ever sponsored, adopted, maintained, or been obligated to contribute to a single employer, multiple employer, or multiemployer defined benefit pension plan which is, or ever was, subject to the provisions of Title IV of ERISA. Neither RRI, RRI Subsidiary nor any ERISA Affiliate has ever sponsored, adopted, maintained, or been obligated to contribute to a Plan which is, or ever was, subject to the minimum funding standards of Section 302 of ERISA and Section 412 of the Code. Neither RRI, RRI Subsidiary nor any ERISA Affiliate has any obligation in connection with any Plan pursuant to the terms of a collective bargaining agreement. RRI, RRI Subsidiary and all ERISA Affiliates have made or will make all contributions required to be made by RRI and all ERISA Affiliates under each Plan for all p...

Employee Benefits. (i) (S) 4A(v) of the Sellers' Disclosure Schedule lists each Employee Benefit Plan that the Company maintains or to which it contributes. (A) Each such Employee Benefit Plan (and each related trust, insurance contract, or fund) complies in form and in operation in all material respects with the applicable requirements of ERISA, the Code, and other applicable laws. (B) All required reports and descriptions (including Form 5500 Annual Reports, Summary Annual Reports, PBGC-1's, and Summary Plan Descriptions) have been filed or distributed appropriately with respect to each such Employee Benefit Plan. The requirements of Part 6 of Subtitle B of Title I of ERISA and of Code Section 4980B have been met with respect to each such Employee Benefit Plan which is an Employee Welfare Benefit Plan. (C) All contributions (including all employer contributions and employee salary reduction contributions) which are due have been paid to each such Employee Benefit Plan which is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date which are not yet due have been paid to each such Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Company. All premiums or other payments for all periods ending on or before the Closing Date have been paid with respect to each such Employee Benefit Plan. (D) The Company has substantially performed all obligations, whether arising by operation of law or by contract, required to be performed by it in connection with such Employee Benefit Plans, and to Sellers' Knowledge, there has been no default or violation by any other party to such Employee Benefit Plans. (E) The Sellers have delivered to the Buyer correct and complete copies of the plan documents and summary plan descriptions, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts, and other funding agreements which relate to each such Employee Benefit Plan. (ii) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (A) require the Company to make a larger contribution to, or pay greater benefits under, any Employee Benefit Plan than it otherwise would or (B) create or give rise to any additional vested rights or service credits under any Employee Benefit Plan. (iii) Each such Employee Benefit Plan has been terminated by the Company in compliance with all applicable laws on or before the Closing ...

Employee Benefits. (i) Section 2.2(v) of the Disclosure Schedule sets forth a correct and complete list of each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA), and all stock purchase, stock option, severance, employment, change-in-control, fringe benefit, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by the Transaction Documents or otherwise), whether formal or informal, oral or written, under which (A) any current or former employee or director of the Company or any of the Company Subsidiaries (the “Company Employees”) has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of the Company Subsidiaries or (B) the Company or any Company Subsidiary has had or has any present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the “Benefit Plans.” (ii) With respect to each Benefit Plan, the Company has provided to the Investor a current, correct and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (A) any related trust agreement or other funding instrument; (B) the most recent determination letter, if applicable; (C) any summary plan description and other written communications, other than individual pension benefit statements provided in accordance with Section 105 of ERISA, (or a description of any oral communications) by the Company and the Company Subsidiaries to the Company Employees or other beneficiaries concerning the extent of the benefits provided under a Benefit Plan; (D) a summary of any proposed material amendments or material changes anticipated to be made to the Benefit Plans at any time within the twelve months immediately following the date hereof; and (E) for the three most recent years (x) the Form 5500 and attached schedules, (y) audited financial statements and (z) actuarial valuation reports. (A) Each Benefit Plan has been established and administered in all material respects in accordance with its terms, and in compliance with t...

Employee Benefits. (a) As of the Effective Time, Parent shall assume all MLP Benefit Plans in accordance with their terms as in effect immediately before the Effective Time; provided that, nothing herein shall limit the right of MLP or Parent or any of their respective Affiliates to amend or terminate such MLP Benefit Plans to the extent permitted by their terms. For a period of one year following the Effective Time (the “Continuation Period”), Parent shall provide, or shall cause to be provided, to each employee of MLP or any of its Subsidiaries as of immediately prior to the Effective Time (the “MLP Employees”), for so long as such MLP Employee remains an employee of Parent, the Surviving Entity or any of their respective Affiliates during the Continuation Period, (i) base salary or regularly hourly wage which is the same as or no less favorable than that provided to such MLP Employee immediately before the Effective Time and (ii) eligibility to participate in the employee benefit plans (including cash incentive compensation plans) sponsored or maintained by Parent Managing GP or its Subsidiaries on the same basis as such eligibility to participate is provided to similarly situated employees of Parent Managing GP or its Subsidiaries. (b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of Parent Managing GP and its Subsidiaries providing benefits to any MLP Employees after the Effective Time as required pursuant to this Section 5.13(b) (the “New Plans”), each MLP Employee shall be credited with his or her years of service with MLP and its Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such MLP Employee was entitled, before the Effective Time, to credit for such service under any similar MLP Benefit Plan in which such MLP Employee participated or was eligible to participate immediately prior to the Effective Time; provided that the foregoing shall not apply with respect to either benefit accrual attributable to any period prior to the Effective Time under any defined benefit pension plan, or to the extent that its application would result in a duplication of benefits. In addition, to the extent such MLP Employee is eligible to participate in a New Plan pursuant to Section 5.13(a), and without limiting the generality of the foregoing, (i) each MLP Employee shall be immediately eligible to participate, without any waiting time, in any and all New...