Employees and Employee Benefits. (a) Upon consummation of the Merger and the Bank Merger, all employees of Company and Great American shall be deemed to be at-will employees of Purchaser and FCB, respectively, subject only to, and to the extent provided in, those written employment agreements which have been disclosed on the Company Disclosure Schedule. At the discretion of Purchaser, subject to the requirements of the Code and except as expressly set forth in this Section 5.5, from and after the Effective Time, all Company Benefit Plans shall continue to be maintained separately, or be consolidated, frozen or terminated. Employees of Company and Great American who continue as employees of Purchaser and FCB ("Continuing Employees") shall be entitled to participate, commencing at the Effective Time, on an equitable basis in the same benefit plans, programs or policies as are generally available to employees of Purchaser or FCB, as the case may be, of similar rank and status. For purposes of eligibility, vesting, accrual of benefits (but not for benefit accrual purposes under any qualified defined benefit plan maintained by Purchaser) and determination of the level of benefits under any employee benefit plans, arrangements or policies (including, without limitation, severance, vacation, sick and other leave policies) maintained by Purchaser, Continuing Employees will be credited with prior years of service with Company or Great American. Purchaser and FCB shall give service credit to Continuing Employees (and their dependents) with respect to the satisfaction of the limitations as to pre-existing condition exclusions, evidence of insurability requirements and waiting periods for participation and coverage that are applicable under the employee welfare benefit plans (within the meaning of Section 3(1) of ERISA) of Purchaser or FCB, equal to the credit that any such employee had received as of the Effective Time towards the satisfaction of any such limitations and waiting periods under the comparable employee welfare benefit plans of Company or Company Subsidiaries and shall waive preexisting condition limitations to the same extent waived under the corresponding plans of Company or Company Subsidiaries. Nothing contained herein shall obligate Purchaser to provide severance or other benefits that are based on years of service with duplicative benefits for the same years of service. (b) No Continuing Employee shall be subject to any waiting period under any welfare benefit plan of Purchaser to...
Employees and Employee Benefits. (a) Effective as of the Closing Date, Buyers shall offer employment to the employees of Sellers listed on Schedule 6.10(a) and who remain actively employed by a Seller as of such date (each, an “Offered Employee”) on terms (position, salary or hourly wage rate, bonus, health and welfare benefits, etc.) similar to those in effect immediately prior to Closing for similarly situated employees of Buyers; provided, however, that, notwithstanding the foregoing, Buyers may decline to offer employment to (i) up to an aggregate of 5 of the employees of Sellers listed on Schedule 6.10(a) so long as Buyers have valid business reasons (which may include any position that WCN deems redundant or unnecessary) for doing so as reasonably approved by RSG and (ii) an unlimited number of such employees who fail to satisfy Buyers’ pre-employment screening policies (provided that WCN shall provide RSG with a reasonably detailed description of the circumstances with respect to such failure for each such employee). For purposes of this Agreement, any Offered Employee who is not actively at work on the Closing Date because of vacation, holiday, personal leave, sick or medical leave, maternity, paternity or other family-related leave, military leave, jury duty, bereavement leave or any other leave shall be deemed an Offered Employee. Each Offered Employee who accepts any Buyer’s offer of employment is referred to as a “Transferred Employee.” On or prior to the Closing Date, each Seller shall have terminated each of its Transferred Employees. Sellers shall update Schedule 6.10(a) at Closing to reflect those Offered Employees who remain actively employed by Sellers as of such date (including any Offered Employees on leave as of such date).
Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers shall effectively terminate all employees of the Business who are actively at work at the Effective Time, and, at Buyer's sole discretion, Buyer may (directly or through its applicable Affiliate) offer employment, on an "at will" basis, to any of such employees. Sellers shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.
Employees and Employee Benefits. (a) All individuals employed by the Company or any of its Subsidiaries immediately prior to the Closing (“Covered Employees”) shall automatically become employees of Acquiror as of the Closing. Following the Closing, Acquiror shall maintain employee benefit plans and compensation opportunities for the benefit of Covered Employees that provide employee benefits and compensation opportunities that, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are made available to similarly-situated employees of Acquiror under the Acquiror Benefit Plans; provided, however, that: (i) in no event shall any Covered Employee be eligible to participate in any closed or frozen Acquiror Benefit Plan; and (ii) until such time as Acquiror shall cause Covered Employees to participate in the Acquiror Benefit Plans, a Covered Employee’s continued participation in Company Benefit Plans shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the Acquiror Benefit Plans may commence at different times with respect to each Acquiror Benefit Plan).
Employees and Employee Benefits. 50 SECTION 5.09.
Employees and Employee Benefits. (a) For the purpose of this Agreement, the term "
Employees and Employee Benefits. (a) Information on Active Employees. For the purpose of this Agreement, the term "
Employees and Employee Benefits. 21 3.13 Litigation..................................................... 22 3.14
Employees and Employee Benefits. 2.4.1 The provisions of Schedule 7 shall apply in respect of the Employees.
Employees and Employee Benefits. (a) Buyer shall, or shall cause an Affiliate of Buyer to, offer employment effective on the Closing Date, to all Employees, including Employees who are absent due to vacation, family leave, short-term disability or other approved leave of absence (the Employees who accept such employment and commence employment on the Closing Date, the “Transferred Employees”).
