Common use of Employee and Employee Benefit Matters Clause in Contracts

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) From and after Prior to the Closing Date, Purchaser Buyer shall cause all make an offer of employment to each Employee other than those listed in Schedule 9.01 attached hereto, such employment to be effective as of the employees Closing Date. Such offer shall be for employment at the same rate of base pay as is applicable at the Subject Company Closing Date and with such other terms and conditions of employment, including, without limitation, employee benefits, as are determined by the Buyer in its sole discretion. Those Employees who have been offered employment by Buyer and who accept such offers of employment shall be referred to herein as the “Transferred Employees”, and the parties hereto intend that there shall be eligible for and continuity of employment following the Closing with respect 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")all Transferred Employees. From and after Following the Closing Date, the Subject Company Buyer shall, or, as applicable, shall cause its Subsidiaries or Affiliates, to, honor all obligations under any contracts, agreements, collective bargaining agreements, Plans (as such may be amended in accordance with this Agreement) and commitments of Seller and its Affiliates that exist on the Purchaser Benefit Plans Closing Date (or as established or amended in accordance with or as permitted by this Agreement) that apply to provide any Employee or former employee of Seller or any of its Affiliates; provided, however, that this undertaking is not intended to prevent Buyer from amending, modifying, suspending, revoking or terminating any such contract, agreement, collective bargaining agreement or commitment. For the first seventy-five (i75) all service days after the Closing, Buyer shall provide, or shall cause to be provided, to each Transferred Employee (exclusive of any Employees who are subject to a collective bargaining agreement) compensation and benefits from time to time that are no less favorable, in the Subject Company's officers aggregate, than the compensation and employees completed benefits provided to each such Transferred Employee immediately 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 durationClosing.

Employee and Employee Benefit Matters. (a) From Schedule 6.5(a) sets forth a list of Project Employees that Seller and after 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 cause all of the employees of the Subject Company to be eligible for include terms and to participate in such employee compensation and benefit plans, programs, policies and arrangements provisions determined by Purchaser that are made available by 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 its subsidiaries to their own employees who are similarly situated conditions of employment of any Continued Employee (the "Purchaser Benefit Plans"). From and after as hereinafter defined) following the Closing Date. Seller shall be responsible for, the Subject Company and shall cause all of the indemnify and hold Purchaser Benefit Plans to provide that harmless from and against, (i) all service severance benefits payable under Seller's applicable severance policies to any Available Employees (or any other employee of the Subject Company's officers and employees completed Seller or its Affiliates) who do not accept or are not provided with an offer of employment with Purchaser or its Affiliates 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 at Closing, and vesting of benefits thereunder, (ii) any waiting accrued salary or eligibility periods incentive compensation or exclusions for pre-existing conditions shall be waived with respect outstanding vacation or sick pay balance as of the Closing owing 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 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 recognized under the applicable Purchaser Benefit Plan. The foregoing responsible for, and shall not constitute indemnify and hold Seller harmless from and against, any commitment, contract, understanding, undertaking Losses caused by or guarantee (express or implied) on the part of resulting from any failure by Purchaser to maintain or establish offer employment to any Purchaser Benefit Plan or Available Employee on the part of the Purchaser or the Subject Company to continue the employment of any employee of the Subject Company for any durationbasis prohibited by ap plicable Law.

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 to similarly situated employees of Purchaser and its subsidiaries to their own employees who are similarly situated (the "Purchaser Benefit PlansPURCHASER 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 or any applicable waiting periods in Purchaser Benefit Plans and vesting of benefits thereunder, (ii) any waiting or eligibility periods or exclusions for pre-existing conditions (to the extent such condition was covered under the Company Benefit Plan prior to the Closing Date) 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.