Comparability of Employee Benefits. (a) For the one (1) year period following the date of the Closing, Buyer shall provide, or shall cause the relevant Subsidiary of Buyer to provide, all individuals who are employees of the Company or any of its Subsidiaries immediately prior to the Closing, and whose employment by Buyer or a Subsidiary of Buyer continues following the Closing (the “Assumed Employees”) with compensation and employee benefits (excluding equity or other incentive compensation) that are substantially comparable to those received by the Assumed Employees prior to the Closing. Following the Closing, each Assumed Employee shall receive service credit under the employee benefit plans of Buyer and its Subsidiaries, for purposes of eligibility to participate and vesting (but not for benefit accrual purposes) for their service with the Company and its Subsidiaries prior to the Closing. Each Assumed Employee shall also receive service credit for purposes of calculating the levels of benefits with respect to severance, vacation, personal days off and any other welfare-type benefits where service is a factor in calculating benefits. Buyer and the Company will also cause all (i) pre-existing conditions and proof of insurability provisions for all conditions that all Assumed Employees and their covered dependents have as of the Closing and (ii) waiting periods under each benefit plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Plans. In addition, Buyer and the Company will honor or cause to be honored any deductible, co-payment and out-of-pocket maximums incurred by Assumed Employees and their covered dependents under the Plans during the portion of the applicable plan year prior to the date of the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Buyer or the Company in which they are eligible to participate after the Closing for such plan year. Notwithstanding anything in this Section 7.07 to the contrary, none of the provisions contained in this Section 7.07 shall operate to duplicate any benefit provided to any Assumed Employee.
(b) Buyer and the Company will give each Assumed Employee credit, for purposes of Buyer’s and the Company’s vacation and/or other paid leave benefit programs, for such Assumed Employee’s accrued and unpaid vacation and/or paid leave balance as of the Closing.
(c) Notwithstanding anything herein to the contrary, the Assumed Employees shall...
Comparability of Employee Benefits. (a) Following the Effective Time, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are employees of the Company at the Effective Time and whose employment will continue following the Effective Time (the "Assumed Employees") with (i) compensation, employee benefits, and terms and conditions of employment that are substantially comparable, in the aggregate, as Parent provides to similarly-situated employees of Parent, (ii) compensation, employee benefits (other than equity related awards), and terms and conditions of employment that are substantially comparable, in the aggregate, to those of the Company as in effect immediately prior to the Effective Time or (iii) a combination of clauses (i) and (ii); provided that such compensation, employee benefits (other than equity related awards), and terms and conditions of employment are substantially comparable, in the aggregate, to those in effect for the Assumed Employees immediately prior to the Effective Time. Following the Effective Time, to the extent permitted by Law and applicable tax qualification requirements, and subject to any generally applicable break in service or similar rule, and the approval of any insurance carrier, third party provider or the like with best efforts of Parent, each Assumed Employee shall receive service credit for purposes of eligibility to participate and vesting (but not for benefit accrual purposes) for employment, compensation, and employee benefit plan purposes with the Company prior to the Effective Time. Notwithstanding any of the foregoing to the contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any Assumed Employee or the funding of any such benefit. Parent and the Surviving Corporation will also use best efforts to cause all (i) pre-existing conditions and proof of insurability provisions for all conditions that all Assumed Employees and their covered dependents have as of the Closing and (ii) waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Plans; provided that nothing in this sentence shall limit the ability of Parent or the Surviving Corporation from amending or terminating any employee benefit plan or arrangement or entering into new or different employee benefit plans or arrangements, provided such plans or arrangements treat the Assumed Employees in a substantiall...
Comparability of Employee Benefits. Section 7.07(h) of the Original Agreement is hereby deleted in its entirety.
Comparability of Employee Benefits. 36 SECTION 6.13. Further Assurances ................................................................ 37 SECTION 6.14. HSR Act ........................................................................... 37
Comparability of Employee Benefits. 48 SECTION 7.10 Section 16 Matters............................................................ 48 TABLE OF CONTENTS (continued) PAGE ARTICLE VIII CONDITIONS TO THE MERGER................................................................ 49 SECTION 8.01 Conditions to the Merger...................................................... 49
Comparability of Employee Benefits. Redhook intends that its personnel policies will apply to each employee of Xxxxxx or CBA who is retained in the service of Redhook after the Closing. Such retained employees will be eligible to participate in all of the benefit plans of Redhook that are generally available to similarly situated employees of Redhook in accordance with and subject to the terms of such plans; provided, however, that if any Xxxxxx Plan or CBA employee compensation or benefit plan is maintained after the Closing Date, such retained employees may not participate in any duplicative Redhook benefit plans until their participation in the Xxxxxx Plan or CBA plan, as applicable, ceases.
Comparability of Employee Benefits. Following the Effective Time and until December 31, 2002, Parent shall provide or shall cause the Surviving Corporation to provide, to all individuals who are employees of the Company at the Effective Time and whose employment will continue following the Effective Time (the "CONTINUING EMPLOYEES") with: (i) substantially similar compensation, employee benefits, and terms and conditions of employment, in the aggregate, as Parent provides to similarly-situated employees of Parent; (ii) compensation, employee benefits, and terms and conditions of employment that are substantially similar in the aggregate, to those of the Company as in effect immediately prior to the Effective Time; or (iii) a combination of clauses (i) and (ii); provided that compensation, employee benefits, and terms and conditions of employment, in the aggregate, are substantially similar to those in effect for Continuing Employees immediately prior to the Effective Time. Following the Effective Time, to the extent permitted by law and applicable tax qualification requirements, and subject to any generally applicable break in service or similar rule, and the approval of any insurance carrier, third party provider or the like with reasonable efforts of the Parent, each Continuing Employee shall receive service credit for purposes of eligibility to participate and vesting (but not for benefit accrual purposes) for employment, compensation, and employee benefit plan purposes with the Company and its Subsidiaries prior to the Effective Time. Notwithstanding any of the foregoing to the contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any Continuing Employee or the funding of any such benefit.
Comparability of Employee Benefits. After the Effective Time, the Surviving Corporation shall provide to individuals who are employees of the Company and its Subsidiaries at the Effective Time and whose employment will continue following the Effective Time, employee benefits that will, in the aggregate, be comparable to those provided by the Company and its Subsidiaries to their employees. Notwithstanding the foregoing, nothing contained herein shall otherwise limit the Surviving Corporation's or any of its Subsidiaries' right to amend, modify or terminate any Benefit Plan or to terminate employment of any employee after the Effective Time.
Comparability of Employee Benefits. The continuing employees of TP, after giving effect to this Agreement, shall be entitled to receive at least comparable benefits to those being received by the employees of Tea Party, taken as a whole, who occupy comparable positions and have comparable responsibilities; provided, however, that, as soon as practicable after the Closing, Tea Party and TP shall confer and agree upon a plan that has as its primary purpose the transition of TP employees to Tea Party benefits in a manner that results in minimal disruption to the continuing operations of TP and continued employment of key individuals. The parties hereto acknowledge that such plan may take an extended period of time to implement successfully.
Comparability of Employee Benefits. Following the Effective Time and ---------------------------------- for one year thereafter, Parent shall provide continuing employees of Company and its Affiliates (the "Continuing Employees") with: (a) substantially similar compensation, employee benefits, and terms and conditions of employment, in the aggregate, as Parent provides to similarly-situated employees of Parent; or (b) compensation, employee benefits, and terms and conditions of employment that are substantially-similar in the aggregate, to those of Company as in effect immediately prior to Closing; or (c) a combination of clauses (a) and (b); provided that compensation, employee benefits, and terms and conditions of employment, in the aggregate, are substantially-similar to those in effect for Continuing Employees immediately prior to Closing. Each Continuing Employee shall--following the Closing Date, to the extent permitted by law and applicable tax qualification requirements, and subject to any generally applicable break in service or similar rule, and the approval of any insurance carrier, third party provider or the like with reasonable efforts of the Parent--receive service credit for purposes of eligibility to participate and vesting (but not for benefit accrual purposes) for employment, compensation, and employee benefit plan purposes with the Company and its Affiliates or its subsidiaries prior to the Closing Date. Notwithstanding any of the foregoing to the contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any Continuing Employee or the funding of any such benefit.
