Employee and Employee Benefit Matters. (a) Effective as of the Closing, and except as otherwise provided in this Section 7.1, Buyers and the DMS Entities agree to continue the employment of the Business Employees and assume and be solely responsible for compliance with all Laws and for any and all claims against and liabilities or obligations of Sellers and their Affiliates, whether contingent or otherwise, with respect to the Business Employees (including liabilities or obligations with respect to their beneficiaries and alternate payees) arising out of or based upon events occurring after the Closing. Notwithstanding anything in this Agreement to the contrary, Buyers and the DMS Entities shall not assume any of the Sellers’ Benefit Plans and, as a result, Sellers and their Affiliates shall remain solely responsible for compliance with all Laws relating to the Sellers’ Benefit Plans and for any and all obligations, liabilities and claims that may arise, including those incurred but not reported, as of the Closing, with respect to such plans, including the payment of all benefits under such plans (except for any contracts or other obligations or liabilities that are allocated or otherwise assumed by Buyers and the DMS Entities pursuant to this Section 7.1).
(b) As of the date hereof, (i) the Partnership participates in the Dynegy Midstream Services Retirement Plan (“Midstream Plan”), which provides benefits to certain Business Employees and former employees whose duties related primarily to the midstream business historically or as currently operated by the DMS Entities or their past or current Affiliates and is sponsored by Dynegy, and (ii) the assets of the Midstream Plan are held in a master trust sponsored by Dynegy. Sellers agree that the sponsorship of the Midstream Plan shall not be transferred to or otherwise retained or assumed by Buyers or their Affiliates from and after the Closing. From and after the Closing, Sellers shall be responsible for the payment of all benefits under the Midstream Plan, including payment of benefits to participants who retired or became entitled to deferred vested benefits on or before the Closing.
(c) For a period of one year following the Closing Date, Buyers shall provide or cause the DMS Entities to provide each Business Employee with an annual base salary or hourly wage that is at least equal to such employee’s annual base salary or hourly wage with the DMS Entities or their Affiliates immediately prior to the Closing Date. As of the Closing, Buyers sha...
Employee and Employee Benefit Matters. (a) Unless otherwise directed in writing by Parent at least five (5) Business Days prior to the Offer Acceptance Time occurs, the Company and the Company ERISA Affiliate shall take (or cause to be taken) all actions reasonably determined by Parent to be necessary or appropriate to terminate each Company Employee Benefit Plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Code (a “401(k) Plan”), with such termination effective as of the Business Day immediately prior to the date the Offer Acceptance Time occurs. The Company shall provide Parent with evidence that such 401(k) Plan(s) have been timely terminated pursuant to resolutions of the Company Board and, as applicable, any Company ERISA Affiliate. The form and substance of such resolutions shall be subject to the prior review and approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. The Company also shall take such other actions in furtherance of terminating such 401(k) Plan(s) as Parent may reasonably request. In the event of such 401(k) Plan termination, Parent shall take all actions necessary to allow Continuing Employees who meet the age and service eligibility requirements under the 401(k) plan maintained by Parent or its affiliates (the “Parent 401(k) Plan”) to enroll as soon as reasonably practicable following the Offer Acceptance Time (and in no event later than sixty (60) days following the Offer Acceptance Time) under the Parent 401(k) Plan and to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code), including outstanding participant loans.
(b) Effective as of no later than the day immediately preceding the date the Offer Acceptance Time occurs, the Company and the Company ERISA Affiliates shall terminate any and all group severance, separation, deferred compensation or salary continuation plans, programs or arrangements maintained by the Company and the Company ERISA Affiliates, and all Company Employee Benefit Plans set forth on Schedule 6.2(b) hereof (the “Other Plans”) (but excluding (A) plans, programs or arrangements required by Law and deferred compensation arrangements that cannot be terminated without violating Section 409A of the Code) and (B) agreements entered into by the Company or Company Subsidiaries, on the one hand, and individual employees of the Company or Company Subsidiaries, on the other hand, providing for severance or...
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.
(b) Except as expressly contemplated herein or in the O&M Agreement, from the Effective Date through the latter of a period of two (2) years from and after the O&M Expiration or the date of termination of this Agreement (pursuant to Section 9.1 if a Closing does not occur hereunder), Buyer agrees not to solicit for hire or employment or employ, and to use Commercially Reasonable Efforts to cause Buyer Service Companies and their Affiliates not to solicit for hire or employment or employ, any Project Employee, without Seller’s prior written consent; provided, however, that the restrictions set forth in this Section 6.7(b) shall not apply to any solicitation (or any hiring as a result of any solicitation) that consists of advertising in a newspaper or periodical of general circulation or through similar general circulation on the internet or otherwise not specifically directed toward any Project Employee.
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.
(b) PARENT does not and has not sponsored, maintained or contributed to any "employee benefit plan", as defined in Section 3(3) of ERISA (including, but not limited to, employee benefit plans which are not subject to the provisions of ERISA) ("Plan"). Except as set forth in Schedule 4.14, PARENT is not a party ---- ------------- to any collective bargaining agreement, profit sharing, stock option, stock purchase, pension, bonus, incentive, retirement, incentive award plan or arrangement, vacation policy, severance pay policy or agreement for severance pay, accelerated vesting or similar benefits following termination of employment or upon the execution of this Agreement or the Closing, deferred compensation agreement or arrangement, consulting agreement, employment contract, medical reimbursement, life insurance or other benefit plan, agreement, arrangement, program, practice or understanding ("Benefit Program"). ----------------
(c) The PARENT does not have any obligations to provide or any direct or indirect, whether contingent or otherwise, with respect to the provision of health or death of any current or former employees.
(d) Schedule 4.14 lists all of PARENT's full-time or part-time employees. There are no existing or, to PARENT's Knowledge, threatened labor disputes. PARENT owes no wages, bonuses, commissions, taxes, penalties or assessments, owed to, or arising out of the employment of, any officer, director, employee or other person or consultant. PARENT is in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages and hours, occupational safety and health, and is not engaged in any unfair labor or unfair employment practices. There is no unfair labor practice charge or complaint or any other matter against (or to PARENT's Knowledge, involving) PARENT pending or, to PARENT's Knowledge, threatened before any Governmental Authority. No agreement, arbitration or court decision or governmental order to which PARENT is a party ...
Employee and Employee Benefit Matters. 51 SECTION 5.15
Employee and Employee Benefit Matters. (a) Section 6.5 of the Disclosure Schedule contains a list of the employees of the Seller to whom the Buyer intends to extend offers of employment (the "Business Employees").
(b) Effective as of the Closing, the Seller shall terminate the employment of each of the Business Employees whose terms and conditions of employment are not the subject of a collective bargaining agreement. Buyer shall offer employment to each such employee, terminable at the will of the Buyer, with initial compensation and benefits substantially equivalent, in the aggregate, to the compensation and benefits provided to such Business Employees by Seller and its ERISA Affiliates as of the date of this Agreement.
(c) Effective as of the Closing, Seller shall terminate the employment of each of the Business Employees whose terms and conditions of employment are subject to a collective bargaining agreement. Buyer shall offer employment to each such employee on the terms and conditions specified by the collective bargaining agreement between Seller and UAW applicable to the Facility, and shall provide initial compensation and benefits as provided by the provisions of such collective bargaining agreement applicable to the Facility.
(d) The Seller hereby consents to the hiring by the Buyer of any employees terminated pursuant to Sections 6.5(b) and (c) and waives, with respect to the employment by the Buyer of such employees, any claims or rights the Seller may have against the Buyer or any such employee under any non-competition, confidentiality, or employment agreement.
(e) The parties recognize that the Business Employees are employees at will of the Seller, and nothing herein shall require the Seller to continue to employ such persons or to procure a replacement for any such person if he or she terminates his or her employment with the Seller. The intent of this provision is to permit the Seller to manage the Business in its reasonable business judgment from the date hereof through the Closing and to hire, fire, retain, and otherwise manage the Business Employees through the first date on which the Buyer has a facility operational in Evansville, Indiana.
(f) The Buyer shall provide each Business Employee with credit for all service with the Seller for purposes of determining eligibility to participate, vesting or qualification or eligibility for any benefit or privilege (including vacation) based on length of service under any Buyer benefit plan (but excluding determining benefit accrua...
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).
(b) If employees of any Company or any Company Subsidiary become eligible to participate in the year in which the Closing occurs in a medical, dental or health plan of Buyer or its Related Persons, Buyer shall cause such plan to (i) waive any pre-existing condition limitations for conditions covered under the applicable medical, health or dental plans of any Company or any Company Subsidiary (the "Company Welfare Plans") to the same extent such pre-existing condition was waived under the Company Welfare Plans and (ii) honor any deductible and out-of-pocket expenses incurred by the employees and their beneficiaries under the Company Welfare Plans during the portion of the plan year preceding the Closing. If employees of any Company or any Company Subsidiary become eligible to participate in the year in which the Closing occurs in a group term life insurance plan maintained by Buyer or its Related Persons, Buyer shall cause such plan to waive any medical certification for such employees up to the amount of coverage the employees had elected under the life insurance plan of any Company or any Company Su...
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. From and after the Closing, the parties hereto shall comply with the provisions set forth in APPENDIX A hereto, which APPENDIX A is incorporated herein by reference and made a part of this Agreement.
