Employee and Employee Benefit Matters. (a) From and after the Closing Date, Purchaser shall cause all of the employees of the Subject Company to be eligible for and to participate in such employee compensation and benefit plans, programs, policies and arrangements that are made available by Purchaser and its subsidiaries to their own employees who are similarly situated (the "Purchaser Benefit Plans"). From and after the Closing Date, the Subject Company shall cause all of the Purchaser Benefit Plans to provide that (i) all service of the Subject Company's officers and employees completed prior to the Closing Date with Seller or the Subject Company will be recognized under such Purchaser Benefit Plan as if it were service with Purchaser for purposes of eligibility to participate in Purchaser Benefit Plans and vesting of benefits thereunder, (ii) any waiting or eligibility periods or exclusions for pre-existing conditions shall be waived with respect to such officers and employees and their eligible dependents under Purchaser Benefit Plans that are "welfare benefit plans" (as defined in section 3(1) of ERISA) and (iii) all co-payments, deductibles and similar amounts and costs incurred by any such officer or employee under a comparable plan, agreement or arrangement of Seller or the Subject Company during the plan year in which the Closing occurs shall be recognized under the applicable Purchaser Benefit Plan. The foregoing shall not constitute any commitment, contract, understanding, undertaking or guarantee (express or implied) on the part of Purchaser to maintain or establish any Purchaser Benefit Plan or on the part of the Purchaser or the Subject Company to continue the employment of any employee of the Subject Company for any duration.
Employee and Employee Benefit Matters. (a) Neither the PARENT nor any entity which is or was under common control maintains or contributes to, or has within the preceding six years maintained or contributed to, or may have any liability with respect to any employee benefit plan subject to Title IV of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 412 of the Code or any "multiple ----- employer plan" within the meaning of the Code or ERISA.
Employee and Employee Benefit Matters. 51 SECTION 5.15
Employee and Employee Benefit Matters. (a) Buyer shall, or shall cause each Company and each Company Subsidiary to, during the period commencing at the Closing Date and ending on the first anniversary thereof, provide to their active and former employees employee benefit plans, programs, policies and arrangements (other than stock option or other plans involving the potential issuance of securities) which in the aggregate are substantially comparable to those provided under the applicable employee benefit plans, programs, policies and arrangements of each Company and each Company Subsidiary in effect as of the Closing; provided, however, that the requirements of this sentence shall not apply to employees who are covered by a collective bargaining agreement; provided, further, that no specific plans, programs, policies or arrangements shall be required to be provided, except as required by applicable Law. Employees of each Company and each Company Subsidiary shall be given credit for purposes of eligibility and vesting under each employee benefit plan, program, policy or arrangement (and for purposes of benefit accrual under each vacation or severance benefit plan, program or arrangement) of Buyer or any of its Related Persons in which the employees are eligible to participate for all service with any Company or any Company Subsidiary or any predecessor employer (if such credit was given by Seller).
Employee and Employee Benefit Matters. (a) During the Interim Period, the Project Employees who are providing services directly relating to the Projects may, in Seller or Seller Affiliate’s sole discretion, continue in the same role following Closing as employees of Seller or a Seller Affiliate. Nothing in this Section 6.7 shall affect the right of Seller, or any Affiliate of Seller, to terminate the employment of any Project Employee for any reason or at any time. At all times prior to Closing, Seller, or an Affiliate of Seller, shall continue to have the exclusive right to control the Project Employees and make any and all employment decisions regarding Project Employees as it shall deem appropriate. Seller or its Affiliates shall be exclusively responsible for the payment of all wages, provision of all benefits and compliance with all applicable Laws with respect to the Project Employees until such Project Employees are no longer employed by Seller or its Affiliates.
Employee and Employee Benefit Matters. 29 Section 6.6. Receivables................................................30 Section 6.7. Non-Competition............................................30 Section 6.8.
Employee and Employee Benefit Matters. At the Closing, Buyer may, but is not obligated to, offer consultative work to any employees of the Business on terms determined in Buyer's sole discretion. No later than five (5) Business Days before the Closing Date, Buyer will provide Seller with a list of those employees of Seller to whom Buyer intends to make such an offer. Such employees are referred to herein as the "Transferred Employees". From and after the Closing, Seller will have no further liability or obligation with respect to any Transferred Employee who does not continue to provide services to Seller, other than liabilities, obligations and commitments related to (a) wages, salary, incentive or bonus compensation, vacation benefits and other remuneration accrued and unpaid as of the Closing Date, (b) workers compensation claims accrued or arising out of an event occurring as of the date immediately before the Closing Date, and (c) applicable COBRA obligations of Seller imposed by Part 6 of Title 1 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or any similar state law.
Employee and Employee Benefit Matters. The Parties agree as to employee and employee benefit matters as set forth in Exhibit E.
Employee and Employee Benefit Matters. (a) Schedule 6.5(a) sets forth a list of Project Employees that Seller and such Affiliates will make available to Purchaser at least thirty (30) Business Days before the Closing Date (the "Available Employees") for the purpose of discussing potential employment with Purchaser (which discussions the Parties agree shall not violate Section 12.5), together with each such Available Employee's name, current annual base compensation, job title, work location, hire date, vacation balance and sick leave balance, as of the date hereof. Prior to the Closing Date, Purchaser may make an offer of employment to any Available Employee, and each such offer shall include terms and provisions determined by Purchaser that are consistent with the provisions of this Section 6.5; provided, that subject to the following provisions of this Section 6.5, the foregoing shall not be construed to prevent Purchaser from changing the terms and conditions of employment of any Continued Employee (as hereinafter defined) following the Closing Date. Seller shall be responsible for, and shall indemnify and hold Purchaser harmless from and against, (i) all severance benefits payable under Seller's applicable severance policies to any Available Employees (or any other employee of Seller or its Affiliates) who do not accept or are not provided with an offer of employment with Purchaser or its Affiliates prior to or at Closing, and (ii) any accrued salary or incentive compensation or outstanding vacation or sick pay balance as of the Closing owing to any employee of Seller or its Affiliates, whether or not any such employee is provided with or accepts an offer of employment with Purchaser or its Affiliates. Purchaser shall be responsible for, and shall indemnify and hold Seller harmless from and against, any Losses caused by or resulting from any failure by Purchaser to offer employment to any Available Employee on any basis prohibited by ap plicable Law.
Employee and Employee Benefit Matters. (a) Parent or one or more of its Subsidiaries shall extend: (i) offers of employment to all employees of Seller (other than to Xxxxxxx Xxxxxxxxx who will become engaged as a consultant to Parent or one of its Subsidiaries pursuant to the Consulting Agreement), including the part-time employees of Seller (collectively, the “Active Employees”), which offers of employment shall provide for terms and conditions of employment that are no less favorable in the aggregate than such employees’ terms and conditions of employment as in effect as of the Closing Date; and (ii) offers of engagement as a consultant to all consultants of Seller listed on Section 6.7(a) of the Disclosure Schedule. Those Active Employees who accept such offer of employment are referred to herein as the “Transferred Employees”. The employment of the Transferred Employees with Parent or such Subsidiary shall become effective at 12:01 am local time on the day after the Closing Date; provided, that, for any Transferred Employees whose employment would otherwise automatically transfer by operation of law to Buyer as of the Closing, such employment shall become effective immediately as of the Closing; and, provided further, that unless Parent or such Subsidiary determines otherwise, Seller shall take all action necessary to provide that those employees who are not actively at work with Seller as of the close of business on the Closing Date shall not become Transferred Employees and shall remain employees of Seller until the applicable employee is ready to return to active employment, as reasonably determined by Parent or such Subsidiary. The parties acknowledge that Parent’s offers of employment to Active Employees shall not be required to provide for a benefit similar to the Phantom Stock Plan (as defined below), or any other equity-based compensation plan, so long as such offers of employment provide for compensation and benefits having economic value that is substantially comparable to the economic value of the compensation and benefits provided to the Active Employees as of immediately prior to the Closing Date (including any value attributable to awards under the Phantom Stock Plan), as reasonably acceptable to Parent and Seller. For purposes of this Agreement, an employee is not “actively at work” if the employee is (i) receiving short-term or long-term disability benefits under any plan or program established or maintained by any Interfast Entity or (ii) on any type of leave other than vac...
