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Employee and Benefit Matters Sample Clauses

Employee and Benefit Matters. (a) Prior to the expiration of fifteen (15) Business Days after the date hereof, Noble shall deliver to Purchaser a list of certain employees of Noble or its Affiliates who provide services primarily in connection with the Assets (such employees being collectively the “Business Employees”). At the request of Purchaser, from and after the date Purchaser receives such list from Noble until five (5) Business Days prior to the Closing Date, Noble and such Affiliates shall make the Business Employees available to Purchaser at reasonable times to discuss potential employment with Purchaser or an Affiliate of Purchaser. Purchaser or an Affiliate may offer employment (which shall be effective as of and contingent on the occurrence of the Closing) to each Business Employee at a base salary or hourly rate and employee benefits that are substantially similar to the current base salary or hourly rate of Purchaser or its Affiliate’s similarly situated employees and, unless otherwise agreed by the employee, to provide the same or substantially similar services and at the same location or locations of employment. Each offer of employment to a Business Employee shall be consistent with the provisions of this Section 11.12(a). On or before the date that is five (5) Business Days prior to the Closing Date, Purchaser shall notify Noble which Business Employees have accepted offers of employment with Purchaser or its Affiliate, and which Business Employees have rejected such offers of employment. The employment with Purchaser or an Affiliate of Purchaser of each Business Employee who accepts such employment shall be effective as of the Closing Date. (b) To the extent that any obligations or liabilities under the Worker Adjustment and Retraining Notification Act or other similar state laws relating to plant or facility closings or otherwise regulating the termination of employment of employees arise as a consequence of the Transactions contemplated by this Agreement (collectively, “WARN Obligations”), the Parties hereby agree that Noble and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring on or prior to the Closing Date, and Purchaser and its Affiliates shall be responsible for any WARN Obligations arising as a result of any employment losses of Business Employees occurring after the Closing Date. Notwithstanding the foregoing, Purchaser shall make a sufficient number of offers of employme...
Employee and Benefit Matters. (a) On or before the date that is five (5) business days prior to the Closing Date, Buyer shall notify Sellers in writing of the identities of any Administaff Employees that will not be retained by the Company, Buyer or an Affiliate of Buyer after the Closing Date (“Non-Retained Employees”). Sellers shall terminate and cause Administaff to terminate the employment of all such Non-Retained Employees on or before the Closing Date. Any severance payment or other compensation due to any Non-Retained Employee as a result of such termination of employment shall be the responsibility and liability of Sellers and included as a current payable in the Net Working Capital adjustment. Any Loss with respect to (i) the Administaff Employees or relating to employment or terms and conditions of employment of the Administaff Employees arising on or before the Closing Date, or (ii) under or in connection with the Administaff Plans, any Contract with Administaff, or the termination such Contract, shall be the sole responsibility of Sellers, and Sellers shall indemnify and hold harmless Buyer and its respective Affiliates, including the Company, with respect to any such Loss. Any severance payment, other compensation, or Loss resulting from the termination by Buyer on or after the Closing Date of the employment of any Administaff Employee not designated by Buyer as a Non-Retained Employee in accordance with the requirements of this Section 6.5(a) shall be the responsibility and liability of Buyer. Except as otherwise provided in this Section 6.5(a), Buyer shall indemnify and hold harmless Sellers and their respective Affiliates with respect to all Losses relating to or arising out of Buyer’s designation of Non-Retained Employees. (b) For a period of at least one year beginning on the Closing Date and subject to the remaining paragraphs of this Section 6.5, and an individual’s continued employment with or co-employment by the Company or Buyer, Buyer shall provide or cause to be provided to each Administaff Employee who is actively co-employed by the Company as of the Closing and who has not been designated by the Buyer as a Non-Retained Employee (a “Continuing Employee”) with (i) base compensation at a rate substantially similar to such Continuing Employee’s base compensation rate immediately prior to the Closing and (ii) benefits substantially similar to the benefits provided to similarly situated employees of Buyer and its Affiliates. The Parties agree that the foregoing is ...
Employee and Benefit Matters. (a) A list of all Business Employees is set forth on Schedule 3.24(a), together with their employer of record, title, position, work location, annual base salary or hourly rate, bonus eligibility, date of hire, years of service, full-time or part-time status, exempt or non-exempt status, union status (including union local) and leave status (type of leave, date leave began and expected return date), which list shall be updated as of five Business Days prior to the Closing. No Company Entity has any employees or has had any employees during the past five (5) years. (b) Except as disclosed on Schedule 3.24(b), (i) no Business Employee is represented by a labor union or other labor organization and (ii) there is no Collective Bargaining Agreement covering any Business Employees, and no such Collective Bargaining Agreement is being negotiated. In addition, except as disclosed on Schedule 3.24(b), during the past three years: (i) no petition has been filed or proceedings instituted by any labor union or other labor organization with any Governmental Authority seeking recognition as the bargaining representative of any Business Employee or group of Business Employees; (ii) no demand for recognition of Business Employees has been made by, or on behalf of, any labor union or other labor organization; (iii) no strike, work stoppage, lockout, picketing, arbitration, material grievance or other material adverse labor event involving any Business Employees or any other current or former employees, applicants, or independent contractors providing or that have provided services to the Company or the Subsidiaries has occurred and, to Seller's Knowledge, no such event is threatened; (iv) no unfair labor practice charge against Seller or any of its Affiliates involving any Business Employees or any other current or former employees, applicants, or independent contractors providing or that have provided services to the Company or the Subsidiaries has been filed or is pending before the National Labor Relations Board or any other labor relations authority; (v) there is no pending or, to Seller's Knowledge, threatened legal action by or before any Governmental Authority with respect to any Business Employees or any other current or former employees, applicants or independent contractors providing or that have provided services to the Company or any of the Subsidiaries; (vi) the Seller and its Affiliates are and have been in material compliance with all material Laws related t...
Employee and Benefit Matters. (a) Except as set forth in the Transition Services Agreement (to the extent applicable), on or before the Closing, Seller shall take all actions necessary, if any, to cause (i) the Companies to cease to be adopting or participating employers under all Seller Plans and (ii) Seller and the Non-Company Affiliates to cease to be sponsors or adopting or participating employers under all Company Plans (and, if Seller or a Non-Company Affiliate is a sponsor of a Company Plan, Seller shall cause OPOS to assume such sponsorship). Seller and the Non-Company Affiliates shall not, from and after the Closing, have any responsibility or liability with respect to the Company Plans; provided, that, with respect to the Retirement Plan, Seller shall timely file or cause the appropriate Non-Company Affiliate to timely file (to the extent the following forms have not been filed prior to the Closing) (A) the annual report on Form 5500 for 2004 with the Employee Benefits Security Administration and (B) PBGC Form 1 or PBGC Form 1-EZ (as applicable) for 2005 with the PBGC. Buyer shall cooperate, and Buyer shall cause its Affiliates to cooperate, with Seller with respect to the filings described in the preceding sentence, and Buyer shall provide to Seller such information as Seller may reasonably request in respect of such filings. (b) Buyer acknowledges and agrees that (i) certain employees of the Companies are represented by the Utility Workers Union of America, AFL-CIO and its Local Union No. 1-2 (the “Union”) pursuant to the terms of the Collective Bargaining Contract, (ii) OPOS will continue to recognize the Union as the exclusive bargaining representative of the employees whose employment is covered by the Collective Bargaining Contract, (iii) the Collective Bargaining Contract will continue to be effective until it expires by its own terms or is renegotiated, and (iv) OPOS will continue to be bound by the terms, conditions and provisions of the Collective Bargaining Contract. Buyer further acknowledges that, subject to the terms of the Collective Bargaining Contract and applicable Law, the employees covered by the Collective Bargaining Contract will continue to be employed by the Companies following the Closing. (c) Within 45 days after the Execution Date, but effective as of the Closing Date, Buyer or an Affiliate of Buyer shall offer employment (which shall be contingent on the occurrence of the Closing) to each individual listed on Schedule 6.14(c) (each, an “Affiliate E...
Employee and Benefit Matters. (a) Sellers have provided Purchaser with a list (i) containing the names of all active employees, contract employees and any other person with reemployment rights with the Operator or its Affiliate, and employed at the Facilities, and (ii) describing the job title, base and incentive compensation, years of service, date of hire, and leave status of each such active employee, inactive employee with the reason for inactive status, contract employee or any such other person with reemployment rights as of the date such list is prepared, who is employed at the Facilities. Seller agrees to update such list from time to time and as of the Closing Date. Prior to the Closing Date, Purchaser or its designee shall interview all Operator Facility Employees, who are “actively at work” as of the Execution Date (for purposes of this Section 6.09 an employee is not “actively at work” if the employee is receiving disability benefits under any plan or program established or maintained by Operator for any reason, including the employee having represented that he or she is unable to perform any work). Purchaser, or its designee, shall have the right, but not the obligation, to offer employment (effective as of the Closing Date) to any, all or none of the Operator Facility Employees to perform services at the Facilities. Each offer of employment shall be made not less than sixty (60) days prior to the Closing Date and on terms and conditions determined by Purchaser in its sole discretion. Each Operator Facility Employee who accepts Purchaser’s offer of employment shall be referred to herein as an (“Affected Employee”). (b) Seller or its Affiliate shall retain responsibility under its employee welfare benefit plans for all amounts payable by reason of claims reported or submitted by Affected Employees and their eligible spouses and dependents prior to the Closing Date, and Purchaser or its Affiliate shall be responsible under its employee welfare benefit plans for all amounts payable by reason of claims reported or submitted by Affected Employees and their eligible spouses and dependents on or after the Closing Date. Purchaser or its Affiliate shall be solely responsible for compliance with the requirements of Section 4980B of the Code and part 6 of subtitle B of Title I of ERISA (“COBRA”), including the provision of continuation coverage with respect to all Affected Employees, and their spouses and dependents, for whom a qualifying event occurs on or after the Closing Date. Fo...
Employee and Benefit Matters. (i) Seller or RVEP shall make available to Buyer all U.S. Employees to discuss potential employment with Buyer or an Affiliate of Buyer (such entity that makes employment offers being the “Buyer Employer”). Seller shall provide Buyer with an updated list of the U.S. Employees within five (5) days of the date upon which any change therein has occurred. On or before the Closing Date, but effective as of the Closing Date, and conditioned upon the occurrence of the Closing, Buyer shall cause the Buyer Employer to make offers of employment to the U.S. Employees who are employed by Seller or RVEP immediately prior to the Closing Date, and who are selected by the Buyer Employer in its sole discretion upon written notice to Seller at least five days prior to the Closing Date. The terms and conditions of each such offer of employment shall be on terms and conditions determined by the Buyer Employer, in its sole discretion, that are consistent with the provisions of this Section 6.3(f). All offers of employment shall be subject to the Buyer Employer’s policies concerning background and security checks and drug/substance abuse testing. As used in this Agreement, the term “Continuing Employees” means each U.S. Employee who accepts an offer of employment from the Buyer Employer as provided in the preceding provisions of this paragraph and reports to work and commences active duty for the Buyer Employer. The “Hire Date” for each U.S. Employee who accepts an employment offer from the Buyer Employer pursuant to the terms of this paragraph and who actually becomes employed by the Buyer Employer in accordance with such offer shall be the Closing Date.
Employee and Benefit Matters. (i) Concurrent with the Closing, Seller shall terminate at its cost all employees of the Companies not employed at the Mxxxxxxxx Terminal, and shall obtain their acknowledgement of the termination of their labor relationship with the Companies and make arrangements for the payment all severance costs associated with such terminations (“Employee Costs”). Promptly following the Closing, Seller shall utilize commercially reasonable efforts to obtain a full release of labor obligations as broad as possible under applicable Laws, ratified by the Federal Conciliation and Arbitration Board of Mexico or any other applicable local labor board. (ii) Any and all liabilities for severance payments and other amounts owed with respect to any employees (including all obligations under applicable Seller Plans) whose employment with Seller, the Companies and their Affiliates is terminated on or before the Closing for any reason whatsoever shall remain the responsibility of Seller. Nothing in this Agreement shall require or be construed or interpreted as requiring any Buyer Party or its Affiliates to continue the employment of any of their employees following the Closing Date, or to prevent any Buyer Party or its Affiliates from changing the terms and conditions of employment (including compensation and benefits) of any of their employees following the Closing Date. Without limiting the generality of Section 12.4, this Section 6.3(g) is not intended to confer upon any Business Employee or any other employee of the Seller, the Companies or its Affiliates any rights or remedies hereunder.
Employee and Benefit Matters. (a) Within thirty (30) days after the Execution Date, Purchaser shall, or shall cause its Affiliates or designee to, make offers of employment (conditioned on the Closing) to all of the Facility Employees actively at work or who are on a previously scheduled and approved paid time-off or other paid or unpaid leave of absence (other than a leave pursuant to which an individual is eligible to receive disability benefits unless such individual ceases to be eligible to receive such benefits prior to the eighteen (18) month anniversary of the Closing Date and is capable of returning to work to perform the essential functions of the job, with or without reasonable accommodation, in which event Purchaser shall offer or shall cause its Affiliate or designee to offer, employment to such individual), and such offers shall include terms and provisions that are consistent with the provisions of this Section 6.09 (except as provided in Section 6.09(a)-I of the Disclosure Letter), and such offers shall include terms and provisions that are consistent with the provisions of this Section 6.09. For not less than twelve (12) months following the Closing Date, Purchaser shall, or shall cause its Affiliates or designee to, provide to each Continued Employee (as defined below): (A) a position with job responsibilities that are substantially comparable to the job responsibilities of such Continued Employee immediately prior to the Closing Date, (B) a salary or wage level and bonus opportunity substantially comparable to the salary or wage level and bonus opportunity provided to such Continued Employee immediately prior to the Closing Date, (C) severance benefits and paid time off benefits that, respectively, are substantially comparable to the severance and paid time off benefits provided to such Continued Employee immediately prior to the Closing Date, and (D) other employee benefits such that, the aggregate of the benefits offered as provided in (A), (B), (C) and (D) together, are substantially comparable to those provided to such Continued Employee immediately prior to the Closing Date (excluding equity and equity-based benefits and any change in control benefits). Within forty-five (45) days after the Execution Date, Purchaser shall notify Sellers as to each Facility Employee who has accepted employment with Purchaser or any of its Affiliates or its designee (each such Facility Employee a “Continued Employee”), which acceptance may be conditioned upon the occurrence of the ...
Employee and Benefit Matters. Section 6.15 Public Announcements
Employee and Benefit Matters. 15 SECTION 4.7. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 SECTION 4.8. Title to Assets . . . . . . . . . . . . . . . . . . . . . . 17 SECTION 4.9.