Certain Employee Agreements. Subject to Section 7.9, Parent shall assume all contracts, agreements and collective bargaining agreements of the Company and its Subsidiaries which apply to any current or former employee or current or former director of the Company or any of its Subsidiaries; provided, however, that the foregoing shall not prevent Parent from enforcing such contracts, agreements and collective bargaining agreements in accordance with their terms, including, without limitation, any reserved right to amend, modify, suspend, revoke or terminate any such contract, agreement or collective bargaining agreement. It is the present intention of Parent and the Company that following the Effective Time there will be no involuntary reductions in force at the Company or its Subsidiaries, but that Parent will achieve workforce reductions through attrition; however, Parent reserves the right to respond as it deems appropriate based on business conditions and regulatory environments. If reductions in workforce in respect of employees of the Company and its Subsidiaries become necessary, they shall be made on a fair and equitable basis, in light of the circumstances and the objectives to be achieved, giving consideration to previous work history, job experience, qualifications, and business needs, and any employees whose employment is terminated or jobs are eliminated by Parent shall be entitled to participate on a fair and equitable basis in the job posting programs offered by Parent. Any workforce reductions carried out following the Effective Time by Parent shall be done in accordance with all applicable collective bargaining agreements, and all applicable laws and regulations governing the employment relationship and termination thereof including, without limitation, the Worker Adjustment and Retraining Notification Act and regulations promulgated thereunder, and any comparable state or local law.
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Samples: Merger Agreement (Valley Resources Inc /Ri/), Merger Agreement (Southern Union Co)
Certain Employee Agreements. Subject to Section 7.97.10, Parent and the Surviving Corporation and its subsidiaries shall assume honor, without modification, all contracts, agreements and agreements, collective bargaining agreements and commitments of the Company and its Subsidiaries parties prior to the date hereof which apply to any current or former employee or current or former director of the Company or any of its Subsidiariesparties hereto; provided, however, that the foregoing shall not prevent Parent or the Surviving Corporation from enforcing such contracts, agreements and agreements, collective bargaining agreements and commitments in accordance with their terms, including, without limitation, any reserved right to amend, modify, suspend, revoke or terminate any such contract, agreement, collective bargaining agreement or collective bargaining agreementcommitment. It is the present intention of Parent and the Company that following the Effective Time Time, there will be no involuntary reductions in force at the Company or its SubsidiariesSurviving Corporation, but that Parent Parent, the Surviving Corporation and their respective subsidiaries will achieve continue Parent's and the Company's present strategy of achieving workforce reductions through attrition; however, Parent reserves the right to respond as it deems appropriate based on business conditions and regulatory environments. If if any reductions in workforce in respect of employees of the Company and its Subsidiaries become necessary, they shall be made on a fair and equitable basis, in light of the circumstances and the objectives to be achieved, giving consideration to previous work history, job experience, and qualifications, and business needswithout regard to whether employment prior to the Effective Time was with the Company or its subsidiaries or Parent or its subsidiaries, and any employees whose employment is terminated or jobs are eliminated by Parent Parent, the Surviving Corporation or any of their respective subsidiaries during such period shall be entitled to participate on a fair and equitable basis in the job posting opportunity and employment placement programs offered by Parent, the Surviving Corporation or any of their respective subsidiaries. Any workforce reductions carried out following the Effective Time by Parent or the Surviving Corporation and their respective subsidiaries shall be done in accordance with all applicable collective bargaining agreements, and all applicable laws and regulations governing the employment relationship and termination thereof including, without limitation, the Worker Adjustment and Retraining Notification Act and regulations promulgated thereunder, and any comparable state or local law.
Appears in 1 contract
Samples: Merger Agreement (Energy East Corp)
Certain Employee Agreements. Subject to Section 7.97.10, Parent shall assume all contracts, agreements and collective bargaining agreements of the Company and its Subsidiaries subsidiaries shall honor, without modification, all contracts, agreements, collective bargaining agreements and commitments of the parties prior to the date hereof which apply to any current or former employee or current or former director of the Company or any parties hereto and are disclosed in Section 4.10 of its Subsidiariesthe Patriot Co. Disclosure Schedule; provided, however, that the foregoing shall this undertaking is not intended to prevent Parent or the Company from enforcing such contracts, agreements and agreements, collective bargaining agreements and commitments in accordance with their terms, including, without limitation, any reserved right to amend, modify, suspend, revoke or terminate any such contract, agreement, collective bargaining agreement or commitment. Subject to applicable collective bargaining agreement. It is the present intention agreements, for a period of Parent and the Company that three years following the Effective Time there will be no involuntary reductions in force at the Company or its SubsidiariesTime, but that Parent will achieve workforce reductions through attrition; however, Parent reserves the right to respond as it deems appropriate based on business conditions and regulatory environments. If any reductions in workforce in respect of employees of the Company and its Subsidiaries become necessary, they shall be made on a fair and equitable basis, in light of the circumstances and the objectives to be achieved, giving consideration to previous work history, job experience, and qualifications, and business needswithout regard to whether em- ployment prior to the Effective Time was with Patriot Co. or its subsidiaries or Parent or its subsidiaries, and any employees whose employment is terminated or jobs are eliminated by Parent the Company or any of its subsidiaries during such period shall be entitled to participate on a fair and equitable basis in the job posting opportunity and employment placement programs offered by Parentthe Company or any of its subsidiaries. Any workforce reductions carried out following the Effective Time by Parent or the Company and their subsidiaries shall be done in accordance with all applicable collective bargaining agreements, and all applicable laws and regulations governing the employment relationship and termination thereof including, without limitation, the Worker Adjustment and Retraining Notification Act and regulations promulgated thereunder, and any comparable state or local law.
Appears in 1 contract