Certain Employment and Employee Benefits Matters Sample Clauses

Certain Employment and Employee Benefits Matters. Except as otherwise provided herein Buyer and the Company are under no obligation to hire or retain any employee, independent contractor or consultant, or, except as provided pursuant to any Contractual Obligation disclosed in Section 3.14 or Section 3.15 of the Company Disclosure Schedule, provide any employee, independent contractor or consultant with any particular benefits, or make any payments or provide any benefits to those employees, independent contractors or consultants whom the Buyer or the Company chooses not to employ or subsequently terminates, except as otherwise required by applicable law.
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Certain Employment and Employee Benefits Matters. 47 Section 6.8. Directors’ and Officers’ Indemnification and Insurance 47 TABLE OF CONTENTS (continued) Page Section 6.9. Release by Sellers 48 Section 6.10. Termination of Certain Agreements 48 ARTICLE VII CONDITIONS TO THE OBLIGATIONS OF THE BUYER AT THE CLOSING 49 Section 7.1. Completion of Services Business Transfer 49 Section 7.2. Receipt of Third-Party Valuation of the Services Business and Tax Basis Computation 49 Section 7.3. Delivery of Securities; Instruments of Transfer; Option Cancellation Acknowledgments 49 Section 7.4. Delivery of Closing Certificates 49 Section 7.5. Execution of Consulting Agreement 50 Section 7.6. Escrow Agreement 50 Section 7.7. Qualifications 50 Section 7.8. Absence of Litigation 50 Section 7.9. Consents, etc 50 Section 7.10. Proceedings and Documents 50 Section 7.11. Ancillary Agreements 50 Section 7.12. Resignations 50 Section 7.13. Payoff Letters and Lien Releases, etc 50
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Certain Employment and Employee Benefits Matters. 47 Section 6.8. Directors’ and Officers’ Indemnification and Insurance 47 TABLE OF CONTENTS (continued) Page Section 6.9. Release by Sellers 48 Section 6.10. Termination of Certain Agreements 48 ARTICLE VII CONDITIONS TO THE OBLIGATIONS OF THE BUYER AT THE CLOSING 49 Section 7.1. Completion of Services Business Transfer 49 Section 7.2. Receipt of Third-Party Valuation of the Services Business and Tax Basis Computation 49 Section 7.3. Delivery of Securities; Instruments of Transfer; Option Cancellation Acknowledgments 49 Section 7.4. Delivery of Closing Certificates 49 Section 7.5. Execution of Consulting Agreement 50 Section 7.6. Escrow Agreement 50 Section 7.7. Qualifications 50 Section 7.8. Absence of Litigation 50 Section 7.9. Consents, etc 50 Section 7.10. Proceedings and Documents 50 Section 7.11. Ancillary Agreements 50 Section 7.12. Resignations 50 Section 7.13. Payoff Letters and Lien Releases, etc 50 ARTICLE VIII CONDITIONS TO THE SELLERS’ OBLIGATIONS AT THE CLOSING 50 Section 8.1. Qualifications 51 Section 8.2. Absence of Litigation 51 Section 8.3. Proceedings and Documents 51 Section 8.4. Ancillary Agreements 51 ARTICLE IX INDEMNIFICATION 51 Section 9.1. Indemnification by the Sellers 51 Section 9.2. Indemnification by the Buyer 53 Section 9.3. Time for Claims; Notice of Claims 54 Section 9.4. Third Party Claims 55 Section 9.5. Consent to Jurisdiction Regarding Third Party Claim 57 TABLE OF CONTENTS (continued) Page Section 9.6. No Circular Recovery 57 Section 9.7. Other Limitations and Provisions 57 Section 9.8. Knowledge and Investigation 58 Section 9.9. Escrowed Amount 58 Section 9.10. Remedies Cumulative 59 Section 9.11. Remedies Exclusive 59 ARTICLE X TAX MATTERS 59 Section 10.1. Tax Indemnification 59 Section 10.2. Straddle Period 60 Section 10.3. Tax Sharing Agreements 60 Section 10.4. Certain Taxes and Fees 60 Section 10.5. Cooperation on Tax Matters 60 Section 10.6. Control 60 Section 10.7. Purchase Price Adjustment 61 Section 10.8. Tax Benefits Attributable to Seller Transaction Expenses, Option Exercises, Phantom Equity Plan Payouts and Share Transfers 61 Section 10.9. Refunds 62 ARTICLE XI MISCELLANEOUS 62 Section 11.1. Notices 62 Section 11.2. Succession and Assignment; No Third-Party Beneficiaries 64 Section 11.3. Amendments and Waivers 65 Section 11.4. Provisions Concerning the Sellers’ Representative 65 Section 11.5. Entire Agreement 66 Section 11.6. Counterparts; Facsimile Signature 67 Section 11.7. Severability 67 Section 11.8....
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Certain Employment and Employee Benefits Matters. Except as specifically provided herein, neither Buyer nor Parent is under any obligation to hire or retain any employee, independent contractor or consultant, or provide any employee, independent contractor or consultant with any particular benefits, or make any payments or provide any benefits to those employees, independent contractors or consultants whom Parent chooses not to employ or subsequently terminates, except as otherwise required by applicable Legal Requirements.
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Certain Employment and Employee Benefits Matters. (a) Each Person who was an employee of the Company or any Subsidiary immediately prior to the Effective Time, shall be, at the Effective Time, an at-will employee of the Surviving Corporation or such Subsidiary, as applicable, to the extent permitted by applicable law (a “Continuing Employee”); provided that each employee employed in the United States shall provide proof of the right to work in the United States.
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Certain Employment and Employee Benefits Matters 
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Related to Certain Employment and Employee Benefits Matters

  • Employment and Employee Benefits Matters (a) Parent will cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Control Time and ending on the first anniversary thereof (the “Continuation Period”), to (i) maintain for the individuals employed by the Company at the Control Time (the “Current Employees”) and who remain employees of the Surviving Corporation during the Continuation Period base compensation and target incentive compensation that is no less favorable to each Current Employee than such Current Employee’s base compensation and target incentive compensation immediately prior to the Control Time, and (ii) provide benefits that are of comparable economic value in the aggregate to the benefits provided by the Company as of immediately prior to the Control Time (excluding, for purposes of Section 6.4(a)(i) and (ii) equity and equity-based compensation, retention, stay, or transaction bonuses or similar arrangements); provided, however, that nothing in this Section 6.4 will be construed as an amendment to or prevent the amendment or termination of any particular Company Plan or employee benefit plan of Parent or any of its Subsidiaries, to the extent permissible thereunder, or interfere with the Parent’s or any of its Subsidiaries’ or the Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. Parent will cause the Surviving Corporation and each of its Subsidiaries to honor all obligations and agreements relating to 2010 Bonuses (as defined in Section 4.13(a) of the Company Disclosure Letter) as are, and to the fullest extent, set forth in Section 6.4(a) of the Company Disclosure Letter. During the Continuation Period, Parent will cause the Surviving Corporation to pay or cause to be paid, consistent with the Company’s past practice in similar circumstances, to each Current Employee (i) who is involuntarily terminated or (ii) in the case of any employee covered by an employment, change in control, severance or similar agreement or entitlement providing for benefits upon a voluntary termination for good reason, who terminates employment voluntarily for good reason as therein defined, severance in accordance with past practices, including with respect to bonuses.

  • Employment and Employee Benefits (a) Parent shall cause the Surviving Corporation and its subsidiaries to provide employees of the Company and its Subsidiaries (the “Company Employees”) for the period of twelve (12) months immediately following the Closing Date, (i) at least the same level of base salary and hourly wages as in effect on the Closing Date, and (ii) benefits that are substantially comparable, in the aggregate, to the benefits provided by the Company and its Affiliates to Company Employees prior to the Closing Date; provided, however, that no defined benefit pension, post-retirement medical, equity-based, retention, change-in-control or other special or non-recurring compensation or benefits provided prior to the Closing Date shall be taken into account for purposes of this covenant. From and after the Closing Date, Parent or one of its Affiliates shall honor, and shall cause the Surviving Corporation to honor, in accordance with their terms, all employment, retention and severance agreements and all severance, incentive and bonus plans, programs and arrangements as in effect on the Closing Date that are applicable to any current or former employees or directors of the Company, subject to the terms and conditions, including the amendment and termination provisions, thereof. Parent or one of its Affiliates shall recognize the service of the Company Employees with the Company and its Affiliates prior to the Closing Date as service with Parent and its Affiliates in connection with any pension or welfare benefit plans and policies (including vacations, paid time-off, and holiday policies) maintained by Parent or one of its Affiliates (each, a “Parent Plan”) which is made available following the Closing Date by Parent or one of its Affiliates for purposes of any waiting period, vesting, eligibility, benefit entitlement and benefit accrual, provided that service credit shall not be required with respect to benefit accruals under any defined benefit pension plan, or to the extent that service credit would result in a duplication of benefits. Parent shall, or shall cause its Affiliates to, to the extent commercially and administratively practicable, (i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing and at-work conditions, if any, with respect to participation and coverage requirements applicable to Company Employees under any welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Closing Date by Parent or one of its Affiliates, and (ii) provide credit to Company Employees for any co-payments, deductibles and out-of-pocket expenses paid by such employees under the employee benefit plans, programs and arrangements of the Company and its Subsidiaries during the portion of the relevant plan year including the Closing Date.

  • ERISA and Employee Benefits Matters (A) To the knowledge of the Company, no “prohibited transaction” as defined under Section 406 of ERISA or Section 4975 of the Code and not exempt under ERISA Section 408 and the regulations and published interpretations thereunder has occurred with respect to any Employee Benefit Plan. At no time has the Company or any ERISA Affiliate maintained, sponsored, participated in, contributed to or has or had any liability or obligation in respect of any Employee Benefit Plan subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA, or Section 412 of the Code or any “multiemployer plan” as defined in Section 3(37) of ERISA or any multiple employer plan for which the Company or any ERISA Affiliate has incurred or could incur liability under Section 4063 or 4064 of ERISA. No Employee Benefit Plan provides or promises, or at any time provided or promised, retiree health, life insurance, or other retiree welfare benefits except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state law. Each Employee Benefit Plan is and has been operated in material compliance with its terms and all applicable laws, including but not limited to ERISA and the Code and, to the knowledge of the Company, no event has occurred (including a “reportable event” as such term is defined in Section 4043 of ERISA) and no condition exists that would subject the Company or any ERISA Affiliate to any material tax, fine, lien, penalty or liability imposed by ERISA, the Code or other applicable law. Each Employee Benefit Plan intended to be qualified under Code Section 401(a) is so qualified and has a favorable determination or opinion letter from the IRS upon which it can rely, and any such determination or opinion letter remains in effect and has not been revoked; to the knowledge of the Company, nothing has occurred since the date of any such determination or opinion letter that is reasonably likely to adversely affect such qualification; (B) with respect to each Foreign Benefit Plan, such Foreign Benefit Plan (1) if intended to qualify for special tax treatment, meets, in all material respects, the requirements for such treatment, and (2) if required to be funded, is funded to the extent required by applicable law, and with respect to all other Foreign Benefit Plans, adequate reserves therefor have been established on the accounting statements of the applicable Company or subsidiary; (C) the Company does not have any obligations under any collective bargaining agreement with any union and no organization efforts are underway with respect to Company employees. As used in this Agreement, “Code” means the Internal Revenue Code of 1986, as amended; “Employee Benefit Plan” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA, including, without limitation, all stock purchase, stock option, stock-based severance, employment, change-in-control, medical, disability, fringe benefit, bonus, incentive, deferred compensation, employee loan and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, under which (x) any current or former employee, director or independent contractor of the Company or its subsidiaries has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of its respective subsidiaries or (y) the Company or any of its subsidiaries has had or has any present or future obligation or liability; “ERISA” means the Employee Retirement Income Security Act of 1974, as amended; “ERISA Affiliate” means any member of the company’s controlled group as defined in Code Section 414(b), (c), (m) or (o); and “Foreign Benefit Plan” means any Employee Benefit Plan established, maintained or contributed to outside of the United States of America or which covers any employee working or residing outside of the United States.

  • Employee Benefits Matters promptly, and in any event within 5 days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

  • Pension and Employee Benefits (i) Each of the Company and its subsidiaries has complied with all the terms of, and all applicable Law in respect of, employee compensation and benefit obligations of the Company and its subsidiaries. Other than the Stock Option Plan and all Employee Plans set out in Section 3.1(ee) of the Exeter Disclosure Letter, neither the Company nor any of its subsidiaries has any pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon the Company. The Company is in compliance with the terms of the Stock Option Plan and all applicable Law related thereto.

  • Compensation and Employee Benefits SECTION 13.01.

  • Vacation and Employee Benefits During his Employment, the Executive shall be eligible for paid vacations in accordance with the Company’s vacation policy, as it may be amended from time to time, with a minimum of 20 vacation days per year. During his Employment, the Executive shall be eligible to participate in the employee benefit plans maintained by the Company, subject in each case to the generally applicable terms and conditions of the plan in question and to the determinations of any person or committee administering such plan.

  • Employee Benefit Plans and Employee Matters (a) Schedule 2.12(a) of the Company Disclosure Letter lists, with respect to the Company and (i) all “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) all material stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iii) all material bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans (including cash incentive plans), programs or arrangements, (iv) all other material fringe or employee benefit plans, programs or arrangements and (v) all material employment, individual consulting, retention, change of control or executive compensation or severance agreements, written or otherwise, as to which any unsatisfied obligations of the Company remain for the benefit of any present or former employee, consultant or non-employee director of the Company, other than any such plan, program, or other arrangement mandated and maintained by a Governmental Entity (all of the foregoing described in clauses (i) through (v), collectively, the “Company Employee Plans”). Notwithstanding the foregoing, for purposes of the other representations in this Section 2.12, all references to Company Employee Plan shall include arrangements that would be listed in this Section 2.12(a) but for the “material” qualifiers in (ii), (iii), (iv), and (v), and shall include plans that are mandated by a Governmental Entity, but sponsored or contributed to by the Company or any Subsidiary thereof.

  • 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.

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