Certain Employee Issues Sample Clauses

Certain Employee Issues. Buyer shall provide salary and pension, welfare, retirement, and fringe benefits to all Persons employed by the Companies as of the Closing Date (and their eligible dependents as of the Closing Date) (collectively, the “Company Persons”) that are comparable to the benefits provided to similarly situated employees of the Buyer under benefit plans of the Buyer. For purposes of this Section 7.04, the benefits that the Company Persons are entitled to receive under the Employee Plans as of the Closing Date shall be deemed to be comparable to the benefits provided to similarly situated employees of the Buyer under benefit plans of the Buyer. Notwithstanding the foregoing, no provision of this Section 7.04 shall cause any Company Person to be a third-party beneficiary to, or to have any right or claim under, this Agreement.
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Certain Employee Issues. (a) Prior to the Closing Date, Buyer shall offer in writing employment (effective from the Closing Time) to all non-union employees of the Genesta Business as listed on SCHEDULE 6.7(a) on substantially the same terms and conditions as such employees were employed by Pavaco prior to the Closing. A copy of the offers of employment shall be provided to Pavaco before being given to such employees. Pavaco agrees to accept such employees resignations. Pavaco shall be responsible for any and all applicable notice of termination, severance and other obligations to such employees who do not accept employment with Buyer, and shall indemnify and save Buyer harmless in respect of all such obligations. (b) Buyer shall (effective from the Closing Time) employ all of the union employees of the Genesta Business as listed on SCHEDULE 6.7(b) on the terms and conditions of the Collective Agreement listed on SCHEDULE 3.15 (the "Collective Agreement") as it applies to such employees. (c) Buyer shall recognize the prior service with the Genesta Business of the non-union employees who choose to accept Buyer's offer of employment and the union employees who choose to continue employment in accordance with the Collective Agreement for all purposes (collectively, the "Transferred Employees") up to the Effective Time. (d) Pavaco agrees that the Closing Balance Sheet used to calculate Working Capital will provide accruals for all vacation pay, taxes, pension, health, benefit plan and other obligations not yet paid consistent with Canadian GAAP and all other applicable rules and regulations, and will pay on Closing all employee salaries and wages through the Closing Time. For greater certainty, the Closing Balance Sheet shall not include an accrual for termination or severance pay for potential future terminations of employees by Buyer after Closing. (e) Nothing in this Section shall be deemed to require the employment of any Transferred Employee or the continuation of any benefits for any particular time after the Closing Time. No Transferred Employee shall be considered an intended beneficiary of any of the terms of this Agreement. (f) Buyer shall be responsible for any and all obligations relating to the Transferred Employees arising solely from Buyer's employment of the Transferred Employees after the Closing Time, and shall indemnify and save Pavaco harmless in respect of all such obligations.
Sample 1
Certain Employee Issues. On the Closing Date, Buyer intends to offer at will employment to substantially all of the employees of the Micro Irrigation Business, other than those Seller employees whose activities are primarily in support of the Mining Business, on such terms and conditions and with such benefits as Buyer shall determine. Nothing in this Section shall be deemed to require the employment of any such employee or the continuation of any benefits for any particular time after the Closing Date. Seller covenants that it shall timely (a) pay or cause to be paid all amounts due or to become due prior to, on, in connection with or as a result of Closing to all current and former employees of the Micro Irrigation Business, including without limitation all earned and/or accrued (i) wages, (ii) bonuses, (iii) vacation pay, and (iv) other obligations, and (b) make all required deposits, tax and other payments to health and benefit plans, taxing authorities and others.
Sample 1
Certain Employee Issues. (a) On the Closing Date, Buyer shall offer at will employment to all employees of Seller as of the Closing (the "Affected Employees") on such terms and conditions as Buyer shall determine; provided that, in the aggregate, such terms and conditions shall be comparable to those now in effect with respect to the employment of such employees by Seller. All employees of Seller shall receive credit for all service with Seller, to the same extent as credited by Seller as of the Closing, under employee benefit plans, programs and policies and fringe benefits of Buyer under which they become participants, other than any option or equity appreciation plan, for the purpose of eligibility and vesting, but not benefit accrual; provided that, Buyer shall have no obligation to continue any such plans, programs, policies or benefits following the Closing Date. (b) Buyer shall waive all limitations as to preexisting conditions , exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefits plans that such employees may be eligible to participate in after the Closing Date, other than limitations or waiting periods already in effect. (c) Nothing in this Section shall be deemed to require the employment of any Affected Employee or the continuation of any benefits for any particular time after the Closing Date.
Sample 1
Certain Employee Issues. On the Closing Date, Buyer shall offer at will employment to all employees of Broadview as of the Closing (the "Affected Employees") on such terms and conditions as Buyer shall determine; provided that, in the aggregate, such terms and conditions shall be comparable to those now in effect with respect to the employment of such employees by Broadview. Nothing in this Section shall be deemed to require the employment of any Affected Employee or the continuation of any benefits for any particular time after the Closing Date.
Sample 1
Certain Employee Issues. On the Closing Date, NEWCO will offer at will employment to substantially all of the employees of the Business, other than those identified in a separate writing to the Company delivered not less than five days prior to Closing, on such terms and conditions and with such benefits as NEWCO shall determine. Nothing in this Section shall be deemed to require the on-going employment of any such employee or the continuation of any benefits for any particular time after the Closing Date. The Company covenants that it shall timely pay or cause to be paid all amounts due or to become due prior to, on, in connection with or as a result of Closing to current and former employees of the Business, which will consist of all (i) earned wages, (ii) accrued vacation pay, (iii) other obligations as required by law, and (iv) severance, if any, for those employees not hired by NEWCO.
Sample 1
Certain Employee Issues. On the Closing Date, Buyer shall offer at will employment to all employees of the Ram Business as of Closing, other than Owner and those Rainbow employees whose activities are primarily in support of the CIGO Business, as such persons are listed in SCHEDULE 6.8 hereto, on such terms and conditions and with such benefits as Buyer shall determine; provided that, in the aggregate, such terms and conditions and benefits shall be comparable to those now in effect with respect to the employment of such employees by Rainbow. Nothing in this Section shall be deemed to require the employment of any such employee or the continuation of any benefits for any particular time after the Closing Date. Sellers jointly and severally covenant that they shall timely (a) pay or cause to be paid all amounts due or to become due prior to or in connection with Closing to current and former employees of Rainbow, including without limitation all earned and accrued (i) wages, (ii) bonuses and (iii) vacation pay, and (b) make all required deposits, tax and other payments to health and benefit plans, taxing authorities and others.
Sample 1
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Related to Certain Employee Issues

  • Certain Employees (a) Each of the following is included in the list of agreements set forth in the Disclosure Schedule: all collective bargaining agreements, employment and consulting agreements, bonus plans, deferred compensation plans, employee pension plans or retirement plans, employee profit-sharing plans, employee stock purchase and stock option plans, hospitalization insurance, and other plans and arrangements providing for employee benefits of employees of the Seller. (b) The Disclosures Schedule contains a true, complete and accurate list of the following: the names, positions, and compensation of the present employees of the Seller, together with a statement of the annual salary payable to salaried employees and a summary of the bonuses and description of agreements for additional compensation and other like benefits, if any, paid or payable to such persons for the period set forth in the Disclosure Schedule. Except as listed in the Disclosure Schedule, to the best of Seller's knowledge, all employees of Seller are employees-at-will. (c) Seller has no retired employees who are receiving or are entitled to receive any payments, health or other benefits from Seller.

  • Certain Employee Matters (a) During the 12-month period commencing on the Closing Date, Parent shall, or shall cause one of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to, provide each employee of the Company or any Subsidiary of the Company who continues employment with Parent or any of its Subsidiaries (including the Surviving Corporation or any of its Subsidiaries) after the Effective Time (a “Continuing Employee”) with (i) an annual base salary or wage rate that is no less favorable to such Continuing Employee than the annual base salary or wage rate that is provided to such Continuing Employee immediately prior to the Effective Time, and (ii) employee benefits (including severance and long-term incentive opportunities but excluding annual base salary or wage rate) that are substantially comparable in the aggregate to those employee benefits provided to similarly situated employees of Parent and its Subsidiaries (including severance and long-term incentive opportunities but excluding annual base salary or wage rate). (b) For purposes of eligibility, level of benefits and vesting and benefits accrual (including with respect to vacation or paid time off, but excluding any defined benefit or retiree medical plans) under the Parent Plans in which the Continuing Employees are eligible to participate, Parent shall, or shall cause the applicable plan sponsor to, credit each Continuing Employee with his or her years of service with the Company, any of the Subsidiaries of the Company and any of its or their predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing Date to credit for such service under any similar Company Plan, except to the extent that such service credit would result in a duplication of benefits for the same period of service. In addition, Parent or the Subsidiaries of Parent (including the Surviving Corporation and its Subsidiaries), as applicable, shall cause each Parent Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under the analogous welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) recognize for each Continuing Employee and his or her spouse, domestic partner and dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Parent Plan any deductible, co-payment and out-of-pocket expenses paid by the Continuing Employee and his or her spouse, domestic partner and dependents under an analogous Company Plan during the plan year of such plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Plan. (c) Pxxxxx agrees to take the actions set forth on Section 4.11(c) of the Company Disclosure Letter. (d) If requested by Parent not less than ten (10) Business Days before the Closing Date, the Company Board (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company’s 401(k) plan (the “Company 401(k) Plan”), effective as of the day prior to the Closing Date, but contingent on the occurrence of the Closing. In the event that Parent requests that the Company 401(k) Plan be terminated, (i) the Company shall provide Parent with evidence that such plan has been terminated (the form and substance of which shall be subject to reasonable prior review and comment by Parent) not later than the day preceding the Closing Date and (ii) following the Effective Time and as soon as reasonably practicable following receipt of a favorable determination letter from the IRS on the termination of the Company 401(k) Plan, the assets thereof shall be distributed to the participants, and Parent shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including with respect to loans) to Parent’s 401(k) plan, in the form of cash, in an amount equal to the full account balance distributed to such Continuing Employees from the Company 401(k) Plan. If the Company 401(k) Plan is terminated prior to the Closing Date, each Continuing Employee shall be eligible to participate in Parent’s 401(k) plan on the Closing Date (subject to the terms of Parent’s 401(k) plan and giving effect to the service crediting provisions of Section 4.11(b)). (e) Each of the Company and Parent shall provide to the other party copies of any written, broad-based communications with employees of the Company or its Subsidiaries regarding the impact of the Merger on such employee’s employment, compensation or benefits for Parent’s or the Company’s prior approval, as applicable, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such prior approval shall be required in the event (i) the other party has previously approved the information contained in such communication or (ii) the information contained in such communication was previously publicly disclosed. (f) Nothing in this Section 4.11 or elsewhere in this Agreement, expressed or implied, shall be construed to create a right in any employee of the Company or any of its Subsidiaries to employment with Parent, the Surviving Corporation or any of their Subsidiaries or shall interfere with or restrict in any way the rights of Parent or any of its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for no reason or any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to amend or modify any compensation or benefit arrangement of Parent, the Company or their respective Affiliates. Nothing herein shall be construed to limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to amend or terminate any Parent Plan, any Company Plan or any other employee benefit plan. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 4.11 shall create any third party rights, benefits or remedies of any nature whatsoever in any employee of the Company or any of its Subsidiaries (or any beneficiaries or dependents thereof) or any other Person that is not a party to this Agreement.

  • Certain Employee Payments The Company is not a party to any employment agreement which could result in the payment to any current, former or future director or employee of the Company of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement, whether or not (i) such payment, acceleration or provision would constitute a “parachute payment” (within the meaning of Section 280G of the Code), or (ii) some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered.

  • RESTRICTIONS ON EMPLOYMENT OF FORMER STATE OFFICER OR EMPLOYEE The Engineer shall not hire a former state officer or employee of a state agency who, during the period of state service or employment, participated on behalf of the state agency in this agreement’s procurement or its negotiation until after the second anniversary of the date of the officer’s or employee’s service or employment with the state agency ceased.

  • in Employment If the total value of this contract is in excess of $10,000, Pur- chaser agrees during its performance as follows:

  • Written Employee Jury Service Policy 54.2.1 Unless Contractor has demonstrated to the County’s satisfaction either that Contractor is not a “contractor” as defined under the Jury Service Program (Section 2.203.020 of the County Code) or that Contractor qualifies for an exception to the Jury Service Program (Section 2.203.070 of the County Code), Contractor must have and adhere to a written policy that provides that its Employees must receive from Contractor, on an annual basis, no less than five Days of regular pay for actual jury service. The policy may provide that Employees deposit any fees received for such jury service with Contractor or that Contractor deduct from the Employee’s regular pay the fees received for jury service. 54.2.2 For purposes of this Paragraph 54.2 (Written Employee Jury Service Policy), “Contractor” means a person, partnership, corporation, or other entity which has a contract with the County or a subcontract with a County Contractor and has received or will receive an aggregate sum of $50,000 or more in any 12-month period under one or more County contracts or subcontracts. “Employee” means any California resident who is a full-time employee of Contractor. “Full-time” means 40 hours or more worked per week, or a lesser number of hours if: i) the lesser number is a recognized industry standard as determined by the County, or ii) Contractor has a long- standing practice that defines the lesser number of hours as full-time. Full- time employees providing short-term, temporary services of 90 Days or less within a 12-month period are not considered full-time for purposes of the Jury Service Program. If Contractor uses any Subcontractor to perform Services for the County under this Contract, the Subcontractor is also be subject to the provisions of this Paragraph 54.2 (Written Employee Jury Service Policy). The provisions of this Paragraph 54.2 (Written Employee Jury Service Policy) must be inserted into any such Subcontract agreement and a copy of the Jury Service Program must be attached to the agreement.

  • No New Employees New employees shall not be hired until those laid off have been given an opportunity of recall.

  • No Effect on Employee Benefit Plans or Programs The termination of the Executive's employment during the term of this Agreement or thereafter, whether by the Company or by the Executive, shall have no effect on the rights and obligations of the parties hereto under the Company's qualified or non-qualified retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or such other employee benefit plans or programs, or compensation plans or programs, as may be maintained by, or cover employees of, the Company from time to time.

  • An Employee once sent on annual leave shall not be recalled for duty except by mutual agreement between the Employer and Employee.

  • Compensation; Employment Agreements; Etc Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any director, officer or employee of Metropolitan or its Subsidiaries, or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except (i) for normal individual increases in compensation to employees in the ordinary course of business consistent with past practice, (ii) for other changes that are required by applicable law, and (iii) to satisfy Previously Disclosed contractual obligations existing as of the date hereof.

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