Common use of Employee and Employee Benefit Matters Clause in Contracts

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) During Prior to the Interim PeriodClosing Date, Buyer shall 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 Project Closing Date. Such offer shall be for employment at the same rate of base pay as is applicable at the 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 are providing services directly relating have been offered employment by Buyer and who accept such offers of employment shall be referred to herein as the Projects may“Transferred Employees”, and the parties hereto intend that there shall be continuity of employment following the Closing with respect to all Transferred Employees. Following the Closing Date, 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 Closing Date (or Seller Affiliate’s sole discretion, continue as established or amended in the same role following Closing accordance with or as employees permitted by this Agreement) that apply to any Employee or former employee of Seller or a Seller Affiliate. Nothing in this Section 6.7 shall affect the right any 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 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 restrictions set forth first seventy-five (75) 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 this Section 6.7(bthe aggregate, than the compensation and benefits provided to each such Transferred Employee immediately prior to the Closing. (b) For the first seventy-five (75) days after the Closing, the Employees, other than Employees who are party to individual agreements providing for severance benefits, shall be eligible to receive severance benefits in amounts and on terms and conditions no less favorable than those provided to Employees pursuant to policies (severance benefit provisions contained in individual agreements with Employees may be used for purposes of determining comparability of severance policies) in effect immediately prior to the Closing. (c) Subject to its obligations under applicable law and applicable collective bargaining agreements, Buyer and its Affiliates shall give credit under each of their respective employee benefit plans, programs and arrangements in which Employees participate to Employees for all service prior to the Closing with Seller or any of its Affiliates, or any predecessor employer to the extent that such credit was given under similar plans, programs and arrangements by Seller or any of its Affiliates for all purposes for which such service was taken into account or recognized by Seller or any of its Affiliates, but not apply (i) to the extent crediting such service would result in duplication of benefits, or (ii) for purposes of benefit accrual under any defined benefit pension plan. (d) Buyer hereby agrees to pay, and to indemnify Seller from, (i) any and all termination or severance liability relating to any solicitation Employee with respect to any such liability incurred on or after the Closing Date, including, without limitation, any liability related to or arising out of WARN, the continuation coverage rules of Section 4980B of the Code and part 6 of Subtitle B of Title I of ERISA (“COBRA”), and any similar state or local laws with respect to the Employees, and (ii) any liability under any of the Plans. Subject to Sections 2.05(f) and 2.07 hereof and except as provided in Section 2.03 or 2.04 hereof, Seller hereby agrees to pay, and to indemnify Buyer from, (x) any Liabilities relating to Employees with respect to any periods prior to the Closing, excluding any Liability payable after the Closing relating to or arising out of WARN or any hiring as a result similar state or local laws with respect to Employees, and (y) any Liability under any of the Plans with respect to any solicitation) that consists of advertising in a newspaper or periodical of general circulation or through similar general circulation on periods prior to the internet or otherwise not specifically directed toward any Project EmployeeClosing.