Employee and Benefits Matters. This Article 9 sets forth Buyer’s and Sellers’ acknowledgements, covenants and undertakings with respect to certain matters related to employees and secondees of the Business.
Employee and Benefits Matters. (a) For purposes of this Agreement, each of the Applicable Employees shall become a “Transferred Employee” as of such Applicable Employee’s Effective Hire Date. For purposes of this Agreement, the “Effective Hire Date” shall mean (i) with respect to an Applicable Employee listed on Schedule 1.1(c) Part A of the Stockholder Disclosure Schedule, the Closing Date, (ii) with respect to an Applicable Employee listed on Schedule 1.1(c) Part B of the Stockholder Disclosure Schedule, the later of the Closing Date and the first Business Day after such Applicable Employee returns to active employment and (iii) with respect to an Applicable Employee listed on Schedule 1.1(c) Part C of the Stockholder Disclosure Schedule, the later of the Closing Date and the first Business Day after the Company is able to establish payroll services for such Applicable Employee, provided that in the event an Applicable Employee referenced in this clause (iii) does not become a Transferred Employee as of the Closing Date, such Applicable Employee accepts an Employment Offer. The Company shall make a written offer of employment (an “Employment Offer”) to each of the Applicable Employees referenced in clause (iii) of the immediately preceding sentence prior to the Closing Date, which Employment Offer shall become effective as of the Effective Hire Date applicable to such Applicable Employees and shall comply with the provisions of Section 5.5(b) below. The Company shall take all commercially reasonable steps to establish payroll services with respect to the Applicable Employees listed on Schedule 1.1(c) Part C of the Stockholder Disclosure Schedule as soon as practicable following the date hereof.
Employee and Benefits Matters. (a) No member of the Company Group does, nor since its formation has, (i) employed any individuals or (ii) maintained, sponsored, contributed to, or been required to contribute to, any Plan. No member of the Company Group is a party to or bound by any collective bargaining agreement or other Contract with any Labor Organization.
(b) None of the Plains Parents or any of their ERISA Affiliates has, in the last six years, sponsored or contributed to, or had any obligation (contingent or otherwise) to contribute to, any employee benefit plan within the meaning of Section 3(3) of ERISA that is or has been subject to the minimum funding requirements of Section 412 of the Code or subject to Title IV of ERISA.
Employee and Benefits Matters. (a) Oryx has made available to the Company and PPLP a true and complete schedule of all Oryx Business Employees as of the Signing Date (other than Bxxxx Xxxxx and Kxxx Xxxxxxx), setting forth for each individual the following information: (i) name; (ii) employer(s); (iii) work location; (iv) job title; (v) hire date; (vi) annualized base salary or hourly wage; (vii) status as exempt or non-exempt under the Fair Labor Standards Act or similar state or local Laws; (viii) eligibility for commission, bonus and variable compensation opportunities, and, if applicable, current accruals therefor; (ix) eligibility to receive any severance benefits and the applicable severance amount; (x) details of any visa, as applicable; and (xi) leave status (including reason for leave and expected date of return) (the “Oryx Business Employee Schedule”).
(b) No member of the Oryx Group does, or since its formation has, (i) employed any individuals or (ii) maintained, sponsored, contributed to, or been required to contribute to, any Plan. No member of the Oryx Group is a party to or bound by any collective bargaining agreement or other Contract with any Labor Organization.
(c) Neither Oryx nor any of their affiliates with respect to the Oryx Business Employees, and no member of the Oryx Group, has ever received written notice of any investigation by a Governmental Body responsible for the enforcement of labor or employment regulations or any Proceeding relating to labor or employment matters, and no such investigation or Proceeding is reasonably expected to occur, or to the Knowledge of Oryx, has been threatened.
(d) The Oryx Group, and with respect to the Oryx Business Employees, Oryx and its affiliates, have complied, in all material respects, with all labor and employment Laws and immigration Laws, as applicable.
(e) None of Oryx or any of its ERISA Affiliates has, in the last six years, sponsored or contributed to, or had any obligation (contingent or otherwise) to contribute to, any employee benefit plan within the meaning of Section 3(3) of ERISA that is or has been subject to the minimum funding requirements of Section 412 of the Code or subject to Title IV of ERISA.
Employee and Benefits Matters. (a) Except as set forth in the REIT I SEC Documents, neither REIT I nor any REIT I Subsidiary maintains or has maintained any Employee Benefit Plans or has any obligations or liabilities in respect of Employee Benefit Plans.
(b) Neither REIT I nor any REIT I Subsidiary has any employees.
(c) None of the agreements to which REIT I or any of the REIT I Subsidiaries is a party would, individually or in the aggregate, constitute excess parachute payments (as defined in Section 280G of the Code (without regard to subsection (b)(4) thereof)) or would exceed the amount deductible pursuant to Section 162(m) of the Code.
Employee and Benefits Matters. 36
6.1 Conditions to Each Party’s Obligations to Complete the Closing 40 6.2 Additional Conditions to the Obligation of Purchaser 41 6.3 Additional Conditions to the Obligation of the Seller 42
Employee and Benefits Matters. (a) For purposes of this Section 5.7, the term “Continuing Employees” shall mean employees who are employed by the Acquired Companies at the Closing.
Employee and Benefits Matters. From and after the Effective Time and ending on the date which is twelve (12) months from the Effective Time (or if earlier, the date of the employee’s voluntary termination of employment with the Surviving Corporation), CWS shall cause the Surviving Corporation to continue the employment of the Company’s then-current full time employees (five (5) operations employees and three (3) administrative employees). The Surviving Corporation shall provide the employees of the Company who remain employed by the Surviving Corporation immediately after the Effective Time (collectively, the “Company Continuing Employees”) with base salary and employee benefits that are, in the aggregate, no less favorable than the base salary and employee benefits provided by the Company to such Company Continuing Employees immediately prior to the Effective Time. The operations employees shall continue to be employed in operations positions during such twelve (12) month period. The administrative employees shall continue in their current administrative positions, or other administrative positions at the Company or CWS, at the sole discretion of CWS. CWS and the Surviving Corporation shall be entitled to relocate the operations and administrative employees to work out of another CWS location within the State of Connecticut. The Surviving Corporation shall retain the right to terminate the employment of any individual employee of the Company whose performance warrants termination. The Surviving Corporation shall not be required to employ any of the Company’s part time employees after the Effective Time, but may offer employment to such part time employees on terms and conditions as determined by CWS in its sole discretion.
Employee and Benefits Matters. Target and the Subsidiaries shall not, and Principals shall cause Target and the Subsidiaries not to, (i) grant any general or uniform increase in the rates of pay of Company Employees or (ii) grant any general or uniform increase in the benefits under any bonus or pension plan or other contract or commitment to, for or with any such Company Employees, in each case outside the Ordinary Course of Business. Target and the Subsidiaries shall not, and Principals shall cause Target and the Subsidiaries not to, (A) pay or agree to pay any benefit to (including severance or termination pay), (B) increase the compensation payable or to become payable to, or (C) increase any bonus, insurance, pension or other benefit plan, payment or arrangement made to, for or with any Company Employee, except for payments, annual merit increases and wages or salary increases made in the Ordinary Course of Business or required by any Contract or any Employee Benefit Plan in effect on the date hereof.
Employee and Benefits Matters. This Article 2 sets forth Buyer's and Sellers' acknowledgements, covenants and undertakings with respect to certain matters related to employees of the LTV Tubular Business not covered under LTV Labor Agreements.
