Cooperation in Benefits, Plan, and Other Employee Transition Sample Clauses

Cooperation in Benefits, Plan, and Other Employee Transition. Parent shall administer the Parent Plans with respect to Business Employees in the ordinary course of business between the date of the Separation Agreement and the Interim Transfer Date or the Effective Time, as applicable. Without limitation, the Parties’ cooperation under this Agreement shall include Parent (and its employees and agents) acting to provide SpinCo (and its employees and agents) with all information that is reasonably requested by SpinCo in connection with meeting, and reasonably necessary for SpinCo to comply with, its obligations under this Agreement, including but not limited to, in connection with providing compensation, benefits, hours and terms and conditions of employment of Represented Employees that are governed by the Applicable CBA, establishing and administering SpinCo’s ongoing benefit plans for Business Employees, and assessing appropriate insurances for the period on and after the Effective Time. The information to be provided to SpinCo (and its employees and agents) shall include, without limitation, names of employees anticipated to be assigned to SpinCo and their respective work status, demographics and data; plan records; underwriting and risk assessment information; records relating to workers’ compensation claims; records related to collective bargaining and the processing of grievances (including, but not limited to all transcripts of negotiations, written proposals and negotiation binders); access to any information related to prior events and past practice that become relevant in future arbitrations; and periodic updates on the foregoing; in each case, so long as such information is reasonably necessary for SpinCo to comply with its obligations under this Agreement. Such information may be requested by SpinCo at any time following the date of the Separation Agreement and extending following the Effective Time as long as SpinCo reasonably has a need for such information, and shall be provided by Parent or a Parent agent as soon as reasonably practicable without incurring undue expense (with any increased third party cost being borne by SpinCo) and in a de-identified format to the extent necessary to comply with privacy provisions of federal or applicable state law.
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Cooperation in Benefits, Plan, and Other Employee Transition. Without limitation, the Parties' cooperation under this Agreement shall include Verizon (and its employees and agents) acting to provide FairPoint (and its employees and agents) with all information (including, without limitation, plan documentation, names of employees anticipated to be assigned to Spinco and their respective work status, demographics and data, and underwriting and risk-assessment information and periodic updates on the foregoing) that is reasonably requested by FairPoint in connection with establishing Spinco's ongoing benefit plans and assessing appropriate insurances for the period on and after the Distribution Date and that is reasonably available to Verizon after taking commercially reasonable efforts to obtain such information. Such information may be requested by FairPoint at any time following the date which is six months prior to the anticipated Distribution Date, and shall be provided by Verizon or a Verizon agent as soon as reasonably practicable without incurring undue expense and in a de-identified format to the extent necessary to comply with privacy provisions of federal or applicable state law.
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Cooperation in Benefits, Plan, and Other Employee Transition. Without limitation, the Parties’ cooperation under this Agreement shall include Verizon (and its employees and agents) acting to provide Frontier (and its employees and agents) with all information that is reasonably requested by Frontier in connection with meeting, and reasonably necessary for Frontier to comply with, its obligations under this Agreement, including but not limited to, in connection with providing compensation, benefits, hours and terms and conditions of employment of Represented Employees that are governed by the ILEC CBAs, establishing and administering Frontier’s ongoing benefit plans for Spinco Employees, and assessing appropriate insurances for the period on and after the Effective Time. The information to be provided to Frontier (and its employees and agents) shall include, without limitation, names of employees anticipated to be assigned to Spinco and their respective work status, demographics and data; plan records; underwriting and risk assessment information; records relating to worker’s compensation claims; records related to collective bargaining and the processing of grievances (including, but not limited to all transcripts of negotiations, written proposals and negotiation binders); access to any information related to prior events and past practice that become relevant in future arbitrations; and periodic updates on the foregoing; in each case, so long as such information is reasonably necessary for Frontier to comply with its obligations under this Agreement. Such information may be requested by Frontier at any time following the date the Merger Agreement is executed and extending following the Effective Time as long as Frontier reasonably has a need for such information, and shall be provided by Verizon or a Verizon agent as soon as reasonably practicable without incurring undue expense (with any increased third party cost being borne by Frontier) and in a de-identified format to the extent necessary to comply with privacy provisions of federal or applicable state law. With respect to any proposed changes to the Verizon Plans applicable to Spinco Employees following the date the Merger Agreement is executed (such as benefit changes for 2010), Verizon shall provide Frontier information regarding such proposed changes prior to implementation of such changes for informational purposes only. After the date the Merger Agreement is executed, Verizon shall provide or cause to be provided to Frontier, copies of all summary plan de...
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Cooperation in Benefits, Plan, and Other Employee Transition. Seller will administer its Compensation and Benefit Plans with respect to the Continuing Employees in the ordinary course between the date of this Agreement and the Closing Date or the Delayed Transfer Date, as applicable. With respect to the Delayed Transfer Employees, from the date of this Agreement until the Delayed Transfer Date, Seller will not, without the prior written consent of Acquiror, (A) increase the compensation of such Delayed Transfer Employees individually or in the aggregate, except in the ordinary course consistent with past practice or as required pursuant to the terms of the Collective Bargaining Agreements or any agreements or plans currently in effect and listed in Section 2.11(c) of the Seller Disclosure Letter; provided, however, that Seller may increase benefits for Delayed Transfer Employees as a result of the amendment of any Compensation and Benefit Plan to the extent such increase applies generally to participants under such Compensation and Benefit Plan, including any employees who are similarly situated to the Delayed Transfer Employees but who are not Delayed Transfer Employees, (B) enter into any new employment or severance agreements with any such Delayed Transfer Employee (it being understood and agreed that Seller will not be restricted from making changes to severance programs that affect Seller’s employees generally, unless such changes disproportionately affect Delayed Transfer Employees as compared to other of Seller’s employees), (C) without first consulting with Acquiror, hire any new Delayed Transfer Employee prior to the Delayed Transfer Date, except for a new hire replacing a former Delayed Transfer Employee whose base compensation is no more than 15% higher than the former Delayed Transfer Employee the new employee is replacing, or (D) terminate any Delayed Transfer Employee except for cause. To the extent any Delayed Transfer Employee resigns or is terminated for cause, Seller will use Commercially Reasonable Efforts to identify a replacement candidate if necessary, subject to any required review and approval by the government customer. Without limitation, the Parties’ cooperation under this Agreement will include Seller (and its employees and agents) acting to provide Acquiror (and its employees and agents) with all information that is reasonably requested by Acquiror in connection with meeting, and reasonably necessary for Acquiror to comply with, its obligations under this Agreement, including but not limi...
Sample 1

Related to Cooperation in Benefits, Plan, and Other Employee Transition

  • Executive Perquisites, Benefits and Other Compensation Employee shall be entitled to receive additional benefits and compensation from the Company in such form and to such extent as specified below:

  • Labor Agreements and Actions; Employee Compensation (a) Neither the Company nor the Subsidiary is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union other than those provisions of general agreements between the Federation of Labor Unions (the “Histadrut”) and the Coordination Bureau of Economic Organizations which may be applicable to certain classes of employees by virtue of extension orders, and no labor union has requested or has sought to represent any of the employees, representatives or agents of the Company or the Subsidiary. There is no strike or other labor dispute involving the Company or the Subsidiary pending, or to the best knowledge of the Company, that is likely to have a Material Adverse Effect, nor is the Company aware of any labor organization activity involving the Company or the Subsidiary. The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company or the Subsidiary, nor does the Company or the Subsidiary have a present intention to terminate the employment of any of the foregoing. Schedule 2.24 sets forth the names of each of the Company’s and the Subsidiary’s employees and consultants. The Company and the Subsidiary are or at the Closing will be a party to an employment agreement with each employee of the Company and the Subsidiary, as applicable. The employment of each officer and employee of the Company or the Subsidiary is terminable at the will of the Company or the Subsidiary, subject to the payment of severance and other payments as provided by law and/or pursuant to any applicable employment agreements. The Company and the Subsidiary have complied in all material respects with all applicable laws related to employment. Except as set forth in Schedule 2.24(a) below, the Company and the Subsidiary are not parties to or bound by any currently effective employment deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement, or other employee compensation agreement. Schedule 2.24(a) contains a list of all written and material oral promises, agreements, arrangements and understandings, with officers, directors, employees and consultants (other than attorneys and accountants) of the Company and the Subsidiary, which are presently in effect, detailing the name, title or position, annual salary/compensation (including bonuses, commissions, and deferred compensation), pensions (including those required by all applicable laws), retirement benefits, company cars, profit sharing, and any interests in any incentive compensation plan. A copy of the written (and a summary description of any material oral) agreements described in this Section 2.24 was delivered to Wellington prior to the date hereof. The severance pay to the employees of the Company and the Subsidiary is fully funded or provided for in the Financial Statements in accordance with US generally accepted accounting principals. All liabilities of the Company in connection with its employees (excluding illness pay and advance notice of termination) were adequately accrued in the Financial Statements and the Company is not aware of any circumstance whereby any employee might demand any claim for compensation on termination of employment beyond the amount of statutory or contractual severance pay to which such employee may be entitled. All obligations of the Company and the Subsidiary with respect to statutorily required severance payments have been fully satisfied or have been funded by contributions to appropriate insurance funds.

  • Employment Benefit Plans Employee may participate in employee benefit plans in which other similarly situated employees may participate, according to the terms of applicable policies and as stated in the Employee Handbook. Employee acknowledges receipt of the Employee Handbook available on the intercompany website and will review and abide by its terms.

  • Compensation and Benefit Plans Momentive shall not, and shall not permit any of its Subsidiaries to (i) other than in the ordinary course of business consistent with past practice, enter into, adopt, amend (except for such amendments as may be required by law) or terminate any Momentive Benefit Plan, or any other employee benefit plan or any agreement, arrangement, plan or policy between Momentive or a Subsidiary of Momentive and one or more of its directors or officers, (ii) except for normal payments, awards and increases in the ordinary course of business or as required by any plan or arrangement as in effect as of the date hereof, increase in any manner the compensation or other benefits of any director, officer or employee or pay any benefit not required by any plan or arrangement as in effect as of the date hereof or enter into any contract, agreement, commitment or arrangement to do any of the foregoing, (iii) enter into or renew any contract, agreement, commitment or arrangement (other than a renewal occurring in accordance with the terms thereof) providing for the payment to any director, officer or employee of such party of compensation or benefits contingent, or the terms of which are materially altered, upon the occurrence of any of the transactions contemplated by this Agreement (or any event closely associated therewith including without limitation any termination of employment), (iv) grant any stock option, restricted stock, restricted stock unit or other equity-related award pursuant to the Momentive Incentive Plan or otherwise on or after the date hereof or (v) enter into or amend any collective bargaining agreements, except in the ordinary course of business consistent with past practice.

  • Termination of Employee Plans The Company shall have provided Parent with evidence, reasonably satisfactory to Parent, as to the termination of the benefit plans referred to in Section 5.10.

  • Independent Contractor Benefits It is the express intention of the Company and Consultant that Consultant performs the Services as an independent contractor. Nothing in this Agreement shall in any way be construed to constitute Consultant as an employee or entitling Consultant to any of benefits otherwise provided to employees of the Company. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement. Consultant agrees to and acknowledges the obligation to pay all self-employment and other taxes on such income.

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