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.
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. (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.
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
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
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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.

  • Certain Employee Matters (a) Seller and the Acquired Companies shall take such action as is necessary such that the Acquired Companies shall, as of the Closing Date, cease being “participating employers” and shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under any such Seller Plan prior to the Closing Date, whether such claims are made prior to, on or after the Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as of the Closing Date.

  • 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.

  • Compensation; Employment Agreements; Etc Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any of its directors, officers or employees or those of its subsidiaries or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except (1) for normal individual increases in compensation to employees (other than executive officers or directors) in the ordinary course of business consistent with past practice, (2) for other changes that are required by applicable law and (3) to satisfy Previously Disclosed contractual obligations.

  • Supplemental Executive Retirement Plan The Executive shall participate in the Company's Unfunded Pension Plan for Selected Executives (the "SERP").

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