Benefit Plans and Other Employee Arrangements. (a) (i) Prior to the date of the mailing of the Proxy Statements for the Participating XxXxxx Partnerships (the "Proxy Mailing Date"), the Company shall provide a written list (the "Employment List") to Sellers of each employee of Sellers or any Seller Subsidiary to whom, as of the Effective Time, the Company shall cause Management LLC to offer employment (each such employee, a "Listed Employee") provided that such employee is still an employee of McREMI as of the Effective Time. The Listed Employees shall be comprised of two groups: one group shall be comprised of Property Employees for Multifamily Properties and shall be designated on the Employment List as the "Property Listed Employees" (the "Property Listed Employees") and the other group shall be comprised of Corporate Employees and shall be designated on the Employment List as the "Corporate Listed Employees" (the "Corporate Listed Employees"). The Property Listed Employees shall not constitute less than 75% of those employees of McREMI who, as of the Proxy Mailing Date, were Property Employees for Multifamily Properties with respect to the Participating XxXxxx Partnerships. The Corporate Listed Employees shall not constitute less than the Threshold Amount of those employees of McREMI, who, as of the Proxy Mailing Date, were Corporate Employees. For purposes of this Agreement, the "Threshold Amount" shall be an amount equal to the product determined by multiplying (A) the number of Corporate Employees as of the Proxy Mailing Date by (B) 0.5 by (C) a fraction, the numerator of which is the total number of XxXxxx Partnership Properties of the Participating XxXxxx Partnerships and their Seller Subsidiaries and the denominator of which is the total number of XxXxxx Partnership Properties of the XxXxxx Partnerships and their Seller Subsidiaries. The Company shall cause Management LLC to make such offers of employment on terms and conditions that are considered reasonable and customary in the real estate asset/property management industry as of the Closing Date, taking into account the geographic location of the employee to whom such offer of employment is being made. All such offers of employment may be made subject to drug testing, criminal background checks and credit checks.
Benefit Plans and Other Employee Arrangements. 43 5.10 INDEMNIFICATION......................................44 5.11
Benefit Plans and Other Employee Arrangements. (a) (i) Prior to the date of the mailing of the Proxy Statements for the Participating McNeil Partnerships (the "Proxx Mailing Date"), the Company shall provide a written list (the "Employment List") to Sellers of each employee of Sellers or any Seller Subsidiary to whom, as of the Effective Time, the Company shall cause Management LLC to offer employment (each such employee, a "Listed Employee") provided that such employee is still an employee of McREMI as of the Effective Time. The Listed Employees shall be comprised of two groups: one group shall be comprised of Property Employees for Multifamily Properties and shall be designated on the Employment List as the "Property Listed Employees" (the "Property Listed Employees") and the other group shall be comprised of Corporate Employees and shall be designated on the Employment List as the
Benefit Plans and Other Employee Arrangements. For a period --------------------------------------------- of at least one year after the Effective Time, Parent shall either (i) maintain or cause the Company (or its successors or assigns) to maintain the Company's Employee Plans at benefit levels not materially less favorable than those in effect on the date of this Agreement or (ii) provide or cause the Company (or its successors or assigns) to provide benefits to employees of the Company and its subsidiaries that are not materially less favorable to such employees than those provided under Parent benefit plans (as they may be amended from time to time) to similarly situated employees of Parent. With respect to any Parent benefit plan which is an "employee benefit plan" as defined in Section 3(3) of ERISA, solely for purposes of determining eligibility to participate, vesting, and entitlement to benefits but not for purposes of accrual of pension benefits, service with the Company or any Company subsidiary shall be treated as service with Parent, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits (or is not otherwise recognized for such purposes or permitted under the Parent Benefit Plans). Nothing in this paragraph provides any employee with a right to continuing employment or with any right to participate in any Parent benefit plan under which participation by an employee is within the discretion of Parent, such as any Parent benefit plan which provides for the grant of options to purchase capital stock.
Benefit Plans and Other Employee Arrangements. 63 5.9 INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . .64 5.10 DECLARATION OF DIVIDENDS AND DISTRIBUTIONS . . . . . . . . . . . . .66 5.11 TRANSFER OF SHARES/INTERESTS IN NON-WHOLLY OWNED SUBSIDIARIES OF HORIZON . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66 5.12 NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67 5.13 RESIGNATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .67 5.14 THIRD PARTY MANAGEMENT AGREEMENTS . . . . . . . . . . . . . . . . .67 5.15
Benefit Plans and Other Employee Arrangements. 44 SECTION 5.13 Indemnification; Directors' and Officers' Insurance . . . 45 SECTION 5.14 Reit Qualification of Paradim . . . . . . . . . . . . . . 48 SECTION 5.15 Termination of Certain Employment Agreements . . . . . . . 48 ARTICLE VI
Benefit Plans and Other Employee Arrangements. 65 5.9 INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . 67 5.10
Benefit Plans and Other Employee Arrangements. As of the Effective Time, Trust shall, assume the Capital Benefit Plans. With respect to any such assumed Capital Benefit Plan which is an "employee benefit plan" as defined in Section 3(3) of ERISA, solely for purposes of determining eligibility to participate, vesting, and entitlement to benefits but not for purposes of accrual of pension benefits, service with Capital or any Capital Subsidiary shall be treated as service with Trust or the Trust Subsidiaries (as applicable); provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits (or is not otherwise recognized for such purposes under the Capital Benefit Plans). Except as otherwise provided herein, Trust shall be under no obligation to maintain the compensation and benefits currently provided by Capital to its employees.
Benefit Plans and Other Employee Arrangements. (a) None of Parent, Buyer or the Surviving Company has any obligation to continue the employment of any employee of Seller after the Effective Time, other than any such obligation arising under any agreement other than this Agreement or imposed by law.
(b) After the Effective Time, all employees of Seller who are not employed by the Surviving Company shall be eligible to receive health care continuation coverage, as provided pursuant to the continuation coverage under Section 601, et seq., of ERISA, under the group health plan maintained by Seller immediately prior to Closing; provided, however, that if such plan is terminated, the Surviving Company or the Parent shall provide healthcare continuation benefits under the terms of a group health plan maintained for employees of the Surviving Company or the Parent, as applicable, but only to the extent required by Section 601 et seq., of ERISA, under the group health plan maintained by Seller prior to Closing (the "Former Employees"). After the Effective Time, the Surviving Company or Parent shall fulfill Seller's responsibilities to provide continuation coverage for the Former Employees but only to the extent required under Section 601, et seq., of ERISA.
Benefit Plans and Other Employee Arrangements
