Employee and Benefit Plan Matters. (a) CEOC and CERP agree to, as promptly as reasonably practicable following the Effective Date, use commercially reasonable efforts to transfer, or cause their respective Subsidiaries to transfer, to the Company, the employment of the individuals with positions set forth on Schedule II attached hereto (the “Transferring Employees”) and assign to the Company all employment-related obligations associated therewith, including, as applicable, (i) employment agreements, (ii) collective bargaining agreements and (iii) where Transferring Employees are represented by a union but their terms and conditions of employment are not set forth in any collective bargaining agreement, the obligation to bargain and negotiate with the applicable union. All individuals set forth on Schedule II, including newly hired employees who replace any such individual who terminates employment following the Effective Date, shall be Transferring Employees, even if any such individual is on a leave of absence, including paid or unpaid leave, disability, medical, personal, layoff, jury duty, bereavement or any other form of authorized leave. The parties hereto understand and agree that the positions identified on Schedule II attached hereto may be expanded or eliminated in the ordinary course of business consistent with past practice. Notwithstanding the foregoing, if the Steering Committee determines in its discretion that the transfer of employment and employment-related obligation in respect of any Transferring Employee or group of Transferring Employees, including, any Transferring Employees who are represented by a union, as contemplated by this Section 7.13(a) is not permitted under applicable Law or could result in material liability to any of CEOC, CERP, CGPH or any of their respective Subsidiaries, which liability can be avoided or mitigated in any respect by delaying such transfer, then the Steering Committee may delay such transfer until such time as the Steering Committee determines in its sole discretion that applicable Law so permits or that the likelihood of any material liability to any of CEOC, CERP, CGPH or their respective Subsidiaries resulting from such transfer has been reduced.
Employee and Benefit Plan Matters. (a) On or before the Closing Date, the Company Parties shall take all necessary actions to transfer (i) the employment of each Business Employee, and (ii) the engagement of each Business Contractor, other than those contractors whose services are terminated by the Company Parties prior to the Closing Date, to a Seller or an Affiliate of a Seller (other than any Company Party).
Employee and Benefit Plan Matters. (a) During the period commencing at the Effective Time and ending on the date which is twelve months from the Effective Time (or if earlier, the date of the employee’s termination of employment with Parent or its applicable Subsidiary, including the Surviving Corporation), Parent shall cause the Surviving Corporation and each of its Subsidiaries, as applicable, to (i) provide the employees of the Company and its Subsidiaries who remain employed immediately after the Effective Time (collectively, the “Company Continuing Employees”) with base salary that is substantially comparable to the base salary provided by the Company and its Subsidiaries on the date of this Agreement and (ii) provide Company Continuing Employees with employee benefits (excluding equity-based compensation) that are at least as favorable in the aggregate to either (A) those benefits provided to such employees immediately prior to the Effective Time (excluding equity-based compensation and the Executive Health Program) or (B) that Parent and Polaris Industries Inc. provides to its similarly situated employees (excluding equity-based compensation); provided that Parent may elect to provide benefits through a combination of Company Employee Plans and Parent Benefit Plans.
Employee and Benefit Plan Matters. (a) With respect to --------------------------------- the Active Employees and Inactive Employees listed on Schedules 3.16(b)(i) and 3.16(b)(ii) and any other employee of the Polyols Business mutually agreed upon by Lyondell and Purchaser, except as restricted by Applicable Law, within 135 days after November 16, 1999 Purchaser will give notice to Lyondell of the names of those Active Employees and Inactive Employees to whom Purchaser intends to offer employment. Purchaser shall offer employment to those Active Employees and Inactive Employees it has identified prior to the Closing within 30 days after the notice to Lyondell provided for above. An Inactive Employee's employment offer shall be conditioned on his or her return to active service on terms and conditions determined by Purchaser that are consistent with Purchaser's normal return to work practices. Each Active Employee and Inactive Employee to whom Purchaser extends an employment
Employee and Benefit Plan Matters. (a) As soon as practicable after the execution of this Agreement, the Company and the Parent shall confer and work together in good faith to determine which Employees the Parent, Buyer or any of their Affiliates intend to hire upon the Closing and to notify the Company of such determination within 30 days following the execution of this Agreement; provided, that all such hiring decisions shall be made at the sole discretion of the Parent. All Employees who are hired as employees of the Parent, the Buyer or one of their Affiliates on or within 30 days after the Closing Date are hereinafter referred to as “Continuing Employees.” The Company will terminate the employment of all Employees of the Company the Parent intends to hire upon the Closing effective on the Closing Date. The Company shall treat all Continuing Employees as terminated as of the Closing Date for purposes of all Company Benefit Plans and Employment Agreements.
Employee and Benefit Plan Matters. (a) The Continuing Employees who remain in the employment of Purchaser or its subsidiaries shall receive employee benefits that are substantially comparable in the aggregate to the employee benefits provided to similarly situated employees of the Purchaser to the extent commercially reasonable.
Employee and Benefit Plan Matters. (a) Prior to the earlier to occur of (i) November 30, 2011 and (ii) five (5) Business Days prior to the Closing Date, the Company shall prepare in consultation with Parent, and shall deliver to Parent true, complete, and accurate final calculations made pursuant to Section 280G of the Code with respect to all parachute payments (including any excess parachute payments) to be made to any person in connection with the transactions contemplated by this Agreement (and all such information as Parent may reasonably request for determining the amount of any such parachute payments) using the principles and methodologies set forth in Treasury Regulation Section 1.280G-1 and other applicable guidance.
Employee and Benefit Plan Matters. (a) The Sellers are in compliance in all material respects with all Applicable Laws respecting employment and employment practices with respect to each of the employees listed in Schedule 7.1, and the terms and conditions of such employees' employment and wages and hours. The Sellers are not a party to or bound by any collective bargaining agreement, nor has it experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes within the past year, in each case, with respect to employees listed in Schedule 7.1. There is no labor strike, dispute, arbitration, grievance, slowdown, stoppage, organizational effort, dispute or proceeding by or with any employee listed in Schedule 7.1 or any labor union pending or to the Knowledge of Sellers threatened against the Sellers relating to any employee listed in Schedule 7.1.
Employee and Benefit Plan Matters. (a) Parent and the Company agree that all employees of the Company and its Subsidiaries immediately prior to the Effective Time shall continue to be employed by the Surviving Corporation or its Subsidiaries immediately after the Effective Time solely on an "at will" basis, it being understood that the Surviving Corporation shall not have any obligations to continue employing such employees for any length of time thereafter.
Employee and Benefit Plan Matters
