Example ContractsClausesTermination Benefit
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Employee Benefit Plans. Except for the sponsorship of Assumed Employee Benefit Plans, Purchaser shall not assume any Employee Benefit Plan or any Liability thereunder or related thereto and Purchaser shall provide only those benefits to Continuing Employees as of or after the Closing as Purchaser shall determine. In addition, Purchaser shall assume all responsibility for, and honor, paying any unpaid base wages and base salaries, accrued commissions, vacation, sick leave, personal time of the Continuing Employees but only to the extent not paid as of the Closing Date and set forth in the Financial Statements (the “Unpaid Compensation”). Except for obligations relating solely to the Assumed Employee Benefit Plans specifically assumed under [Section 2.3(c)] and the Unpaid Compensation, and as set forth in [Section 9.3], Sellers shall indemnify, defend and hold harmless Purchaser from and against all obligations, claims or Liabilities at any time arising under or in connection with any Employee Benefit Plan. Except as set forth in [Section 9.3], nothing contained in this Agreement, express or implied: # shall be construed to establish, amend or modify any benefit or compensation plan, program, agreement or arrangement; # shall alter or limit the ability of Purchaser or any of its Affiliates to amend, modify or terminate any benefit or compensation plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them; or # is intended to confer upon any Person (including employees, retirees, or dependents or beneficiaries of employees or retirees) any rights as a Third Party beneficiary of this Agreement. Sellers and Purchaser agree to use commercially reasonable efforts to consummate the transfer of sponsorship of any Assumed Employee Benefit Plans (including any Contracts thereto) from Sellers to Purchaser, effective as of the Closing Date. Purchaser shall use commercially reasonable efforts to waive any waiting period, pre-existing condition or requirement for evidence of insurability otherwise imposed with respect to all Continuing Employees under any employee benefit plan that is a welfare plan under which any such Continuing Employee is eligible to participate during the plan year in which the Closing occurs, to the same extent such waiting period, pre-existing condition or requirement for evidence of insurability requirements were met under the corresponding Employee Benefit Plan as of the Closing Date. Purchaser shall use commercially reasonable efforts to give credit to such Continuing Employees and his or her covered dependents for all deductibles, co-pays, and out-of-pocket expense limitations incurred under any new employee benefit plan that is a welfare plan under which any such Continuing Employee is eligible to participate in during the plan year in which the Closing occurs, to the same extent recognized under the corresponding Employee Benefit Plan as of the

Benefit of Guaranty. The provisions of this [Article VIII] are for the benefit of , their successors, and their permitted transferees, endorsees and assigns. In the event all or any part of the Obligations are transferred, endorsed or assigned by the Secured Parties, as the case may be, to any Person or Persons in accordance with the terms of this Agreement, any reference to the “” herein, as the case may be, shall be deemed to refer equally to such Person or Persons.

Form of Benefit The Supplemental Retirement Benefit payable to a Participant shall be payable as a Single Life Annuity with Ten Years Certain

Benefit Commencement Date Subject to any delay in accordance with [Section 39], benefits under this Plan commence on the Participant's Benefit Commencement Date

Amount of Benefit. The benefit under this [Section 4.1] is the Deferral Account balance at the Participant’s Separation from Service.

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Payment of Benefit. The Bank shall pay the benefit under this [Section 4.1] to the Participant on the Bank’s first payroll date after the six month anniversary of the Participant’s Separation from Service.

Payment of Benefit. The Bank shall pay the benefit under this [Section 4.2] to the Participant in a lump sum within ten (10) days following a change in control.

Payment of Benefit. The Bank shall pay the benefit to the beneficiary in a single lump sum payment within sixty (60) days of the Participant’s death.

Benefit of Agreement. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to the Executive hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee or other designee or, if there be no such designee, to the Executive’s estate.

Years of Credited Service shall mean a Participant's "Years of Credited Service" as defined in the First Bancorp Employees' Pension Plan, provided that for purposes of this Plan, the Years of Credited Service for any Employee who becomes a Participant on or after shall not exceed the number of Plan Years during which he has been a· Participant, unless otherwise provided in writing by the Company prior to the commencement of the Employee's participation in the Plan.

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