Common use of Compensation and Employee Benefits Matters Clause in Contracts

Compensation and Employee Benefits Matters. (i) Throughout the Employee Leasing Term, all Leased Employees shall be on the payroll, and participate in the employee benefits programs, of the Partnership and its Affiliates. The Partnership shall (A) pay or provide to each Leased Employee all salaries, wages and benefits due to each Leased Employee during the Employee Lease Term, which salaries, wages and benefits shall be consistent with those paid or made available to the Leased Employees immediately prior to the Closing; (B) withhold all amounts that are required to be withheld under all applicable Law from amounts paid to any Leased Employee and pay such amounts to the appropriate federal, state or local taxing authority; (C) comply with all provisions of Law applicable with respect to the payment of wages or benefits to the Leased Employees including, without limitation, any Law pertaining to the amount or payment of wages, any Law requiring that Leased Employees be provided with health care coverage and any Law requiring the provision of workers’ compensation; (D) maintain in effect for Leased Employees any and all insurance and similar coverages (including, without limitation, workers’ compensation, unemployment and disability insurance) that are required to be maintained for employees by Law; and (E) comply with all applicable Laws respecting employment and employment practices with respect to each of the Leased Employees. (ii) During the Employee Leasing Term, except as required by applicable Law or as consented to by Purchaser in writing, the Partnership shall not, and shall cause each of its Affiliates not to, (A) increase or decrease the compensation or benefits payable or to become payable to any Leased Employee, (B) pay or award, or commit to pay or award, any bonuses or incentive compensation to any Leased Employee, or (C) take any action to accelerate any payment or benefit, or the funding of any payment or benefit, payable or to become payable to any Leased Employee.

Compensation and Employee Benefits Matters. (ia) Throughout If mutually agreed by Parent and the Employee Leasing TermCompany, all Leased Employees the Company, shall one (1) Business Day prior to the Effective Time, adopt resolutions terminating any Company Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective no later than the day immediately preceding the date the Company and Parent become members of the same controlled group of corporations (as defined in Section 414(b) of the Code), which Parent and the Company have determined should be terminated prior to the Effective Time. The form and substance of such resolutions shall be on subject to the payrollreasonable approval of Parent, and participate the Company shall provide evidence that such resolutions have been adopted by the Company and/or its Subsidiaries, as applicable. (b) From the Effective Time until December 31, 2017, Parent shall, or shall cause its Subsidiaries (including the Final Surviving Entity or any of its Subsidiaries) to, offer Company Employees, to the extent they remain employed by Parent or its Subsidiaries (including the Final Surviving Entity or any of its Subsidiaries), compensation (including wages, salaries and cash bonus opportunities) and other employee benefits (excluding equity-based or equity-linked compensation or benefits, and excluding any pension or other retiree benefits) which are not materially less favorable in the employee benefits programs, aggregate than those provided to such employees as of the Partnership and its Affiliates. The Partnership shall (A) pay or provide to each Leased Employee all salaries, wages and benefits due to each Leased Employee during the Employee Lease Term, which salaries, wages and benefits shall be consistent with those paid or made available to the Leased Employees immediately prior to the Closing; Effective Time (B) withhold all amounts that are required or, if less, than those offered to be withheld under all applicable Law from amounts paid to any Leased Employee similarly-situated employees of Parent and pay such amounts to the appropriate federal, state or local taxing authority; (C) comply with all provisions of Law applicable with respect to the payment of wages or benefits to the Leased Employees including, without limitation, any Law pertaining to the amount or payment of wages, any Law requiring that Leased Employees be provided with health care coverage and any Law requiring the provision of workers’ compensation; (D) maintain in effect for Leased Employees any and all insurance and similar coverages (including, without limitation, workers’ compensation, unemployment and disability insurance) that are required to be maintained for employees by Law; and (E) comply with all applicable Laws respecting employment and employment practices with respect to each of the Leased Employeesits Subsidiaries). (c) With respect to employee benefit plans, programs, policies and arrangements that are established or maintained by Parent or its Subsidiaries (including the Final Surviving Entity and its Subsidiaries) from and after the Effective Date (the “Parent Benefit Plans”), to the extent applicable (i) Company Employees (and their eligible dependents) shall be given credit for their service with the Company and its Subsidiaries for all purposes, including eligibility to participate, vesting and benefit accrual (but not benefit accrual under a defined benefit pension plan), to the same extent such service was taken into account by the Company and its Subsidiaries under a corresponding Company Plan immediately prior to the Effective Time, (ii) During any waiting periods, evidence of insurability requirements, or the Employee Leasing Termapplication of any pre-existing condition limitations shall be waived for Company Employees (and their eligible dependents) (provided that in the case of any insured arrangement such waivers shall be subject to the consent of the applicable insurer and Parent shall use commercially reasonable efforts to obtain such consent) and (iii) all Company Employees (and their eligible dependents) shall be given credit for amounts paid under a corresponding Company Plan during the same period for purposes of applying deductibles, except copayments and out of pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable Parent Benefit Plans (provided that in the case of any insured arrangement such credit shall be subject to the consent of the applicable insurer and Parent shall use commercially reasonable efforts to obtain such consent). Notwithstanding the foregoing provisions of this Section 5.8(c), service and other amounts shall not be credited to Company Employees (or their eligible dependents) to the extent the crediting of such service or other amounts would result in the duplication of benefits. (d) As of the Effective Time, the Final Surviving Entity and/or its applicable Subsidiaries shall continue as a party to, as required and by operation of Law (and, to the extent required by an applicable Law agreement or arrangement, Parent shall cause the Final Surviving Entity and/or its applicable Subsidiaries) to assume and agree to perform in accordance with their terms), all employment, consulting, collective bargaining, severance, bonus, retention, change in control, incentive and other compensation agreements and arrangements existing as consented of the Effective Time between the Company or any of its Subsidiaries and any director, officer or employee thereof or covering Company Employees (or former employees of the Company or any of its Subsidiaries (“Former Company Employees”)) or in which Company Employees (or Former Company Employees) are eligible to participate; provided that any such agreements or arrangements entered into after the date hereof and prior to the Effective Time by Purchaser the Company or any of its Subsidiaries were entered into in writingcompliance with the terms of this Agreement. (e) Nothing contained in this Agreement (including this Section 5.7(a)), express or implied (i) shall be construed to establish, amend, or modify any employee benefit plan, program, agreement or arrangement, (ii) shall alter or limit the ability of Parent, the Partnership shall notCompany or any of their respective Affiliates to amend, and shall cause each of its Affiliates not tomodify or terminate any employee benefit or employment plan, program, agreement, or arrangement after the Effective Time, (Aiii) increase is intended to confer or decrease the compensation shall confer upon any current or benefits payable former employee any right to employment or to become payable to any Leased Employee, (B) pay or awardcontinue employment, or commit to pay constitute or award, create an employment agreement with any bonuses or incentive compensation to any Leased Employeeemployee, or (Civ) take is intended to confer or shall confer upon any action to accelerate individual or any payment or benefitlegal representative of any individual (including employee, retirees, or the funding dependents or benefits of employees or retirees) any payment or benefit, payable or to become payable to any Leased Employeeright as a third-party beneficiary of this Agreement.