Employee and Employee Benefit Plan Matters. (a) Savia acknowledges and agrees that the Fresh Produce Companies shall have no obligation to terminate any of the employees of the Fresh Produce Companies (the "Fresh Produce Employees") prior to the Second Closing, and that the Fresh Produce Companies shall be obligated to pay all amounts due to any Fresh Produce Employee terminated in connection with or following the Second Closing, including without limitation any severance pay. Following the Second Closing, Savia agrees to cause the Fresh Produce Companies to make all such payments and to indemnify and hold harmless BHC and its affiliates from and against any claims by Fresh Produce Employees relating to the termination of any of the Fresh Produce Employees by the Fresh Produce Companies, Savia or any of its affiliates.
(b) Within five days after the Second Closing, Savia, on behalf of BHC, will notify all Fresh Produce Employees, (i) that the Second Closing has occurred and (ii) as provided in BHC's 1998 Long-Term Incentive Plan, (A) that all unvested options to purchase Common Stock which have been issued to Fresh Produce Employees who do not continue in an employment position in BHC or one of its subsidiaries subsequent to the Second Closing vested as of the Second Closing Date and (B) such Fresh Produce Employees have three months from the Second Closing to exercise any vested options to purchase Common Stock. Prior to the Second Closing, BHC shall take all corporate action necessary to cause all unvested options of the Fresh Produce Employees who do not continue in an employment position in BHC or one of its subsidiaries subsequent to the Second Closing to become vested as of the Second Closing Date.
Employee and Employee Benefit Plan Matters. (a) After the Closing Date and before March 31, 2019, Purchaser shall provide the employees of the Acquired Company Entities who remain employees of the Acquired Company Entities immediately following the Closing (the “Current Employees”) with an annual cash bonus for calendar year 2018 which is substantially equivalent to the annual cash bonus that each such employee would reasonably have expected to receive for that year under the annual bonus practices of the Acquired Companies assuming the relevant performance metrics set forth on Schedule 6.15(a) are met (and for the avoidance of doubt, the Parties acknowledge there is no accrual being made by the Acquired Company Entities during the period prior to the Closing Date for such bonuses). Except as otherwise provided in the Transition Services Agreement, during the period commencing after the Closing Date and ending on the six (6) month anniversary following the Closing (or if earlier, until the termination of employment of the relevant employee), Purchaser shall use its commercially reasonable efforts, and shall cause the Acquired Company Entities to use their commercially reasonable efforts, to provide the non-unionized Current Employees with: (i) base salary and annual cash incentive compensation opportunities (including bonuses for calendar year 2018), which are substantially comparable in the aggregate to the aggregate base salary and annual incentive compensation opportunities provided to similarly situated employees of Purchaser, and (ii) retirement (401(k) plan) and welfare benefits and perquisites (excluding equity and equity based, defined benefit pension, nonqualified or deferred compensation, and retiree welfare benefits) that are substantially comparable in the aggregate to those (excluding defined benefit pension, nonqualified or deferred compensation, equity or equity-based, and retiree welfare benefits) provided to similarly situated employees of Purchaser. Sellers or one of their Affiliates (other than an Acquired Company Entity) shall be solely responsible for the provision of long-term disability benefits incurred with respect to any employees of the Acquired Company Entities who as of the Closing are or are eligible to be on long-term disability benefits (including any such employees who have experienced a disabling event prior to or as of the Closing, but have not yet satisfied the applicable elimination period) for purposes of the relevant Employee Benefit Plan providing long-term di...
Employee and Employee Benefit Plan Matters. (a) After the Effective Time, Buyer shall provide those employees of the Company covered by the benefit plans of the Company with the same benefits in respect of future service that accrue in respect of future services to the employees of Buyer who are employed in comparable positions. Buyer and the Company further agree that any present employees of the Company shall be credited for their service with the Company for purposes of eligibility, benefit entitlement and vesting in the benefit plans provided by Buyer. If permitted under Buyer's benefit plans, those employees' benefits under Buyer's medical plans shall not be subject to exclusions for any pre-existing conditions, and credit shall be received for any deductibles or out-of-pocket amounts previously paid during the current plan year.
(b) The provisions of this Section are intended to be for the benefit of, and shall be enforceable by, the parties hereto and each employee of the Company covered by benefit plans of the Company.
Employee and Employee Benefit Plan Matters. (a) Sellers, at Sellers' discretion, may terminate the employment of all employees of the Business effective as of the Closing Date (unless earlier terminated). Buyer may, but is not in any way obligated to, offer employment to some or all of the terminated employees upon such terms and conditions as Buyer shall in its sole discretion determine.
(b) Buyer is not hereby, and at no time hereafter will be, adopting, accepting, or assuming any employee benefit plan or collective bargaining agreement of Sellers or Oxford relating to any of their employees or any other agreement, trust, plan, fund, or other arrangement of Sellers or Oxford that provides for employee benefits or perquisites (collectively, "Employment Arrangements"), and Buyer shall have no liability or obligation whatsoever under any Employment Arrangement to Sellers or Oxford or to any employees of Sellers or Oxford, whether or not any of such employees are offered employment by or become employees of Buyer. Buyer is not obligated to replace any of the Employment Arrangements for any employees of Sellers who become employees of Buyer, nor is Buyer obligated to provide such persons with any similar agreements, plans, or arrangements.
(c) Sellers and Oxford will comply after the Closing Date with the requirements of Sections 601 through 608 of ERISA and Section 4980B of the Code with respect to any employee or former employee of Sellers or Oxford (and any dependent or former dependent thereof) whose employment with Sellers terminates in connection with Buyer's purchase of the Assets.
Employee and Employee Benefit Plan Matters. ( ) Sellers shall terminate the employment of all employees of the Business effective as of the close of business on the Closing Date. Buyer contemplates offering employment, effective the day after the Closing Date, to substantially all of such employees upon such terms and conditions as Buyer, in its sole discretion, determines. At Buyer's request, Sellers have not issued any notice required, if any is required, by the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 2101, et seq., or any state statute requiring notice to terminated or laid off employees ("WARN"), whether such notice is required to be given before or after the Closing Date. Buyer agrees to and does hereby indemnify and hold Sellers harmless from any damages, claims, fees, penalties, costs, liabilities, compensation or any payments whatsoever required by WARN or any state statute requiring notice to terminated or laid off employees (collectively, the "WARN Compensation"), Sellers having refrained from issuing said notice at the request of Buyer. Sellers acknowledge and agree that they, and not Buyer, are and shall remain solely responsible for payment of any and all wages, salary, compensation, commission, bonuses, severance pay, insurance, supplement, pension, deferred compensation, retirement and any other benefits, premiums and claims, and all federal, state and local withholding, social security and other Taxes and governmental levies in connection therewith, other than the WARN Compensation (collectively, "Compensation"), due, to become due, committed, earned, accrued or otherwise promised to any person (collectively, "earned") who, as of the Closing Date, is a retiree, former employee, or current employee of any Seller (collectively, "Employees") relating to the period prior to and including the Closing Date, including without limitation all Compensation earned under the plans and arrangements identified on Schedules 3.20 and 3.21, and with respect to salaried Employees of Rxxxxxx, all Compensation relating to the period through and including March 31, 1997, excepting only all accrued vacation, sick pay, hourly wages (for March 27 and 28, 1997 for Sxxxxx Employees), and Profit Sharing Plan contributions (for the plan year commencing November 1, 1996) included in the Liabilities. Sellers shall pay all such Compensation earned by all Employees as follows: ( ) for hourly Employees of Rxxxxxx, all Compensation earned through March 21, 1997 shall be paid on March 27, 1997, an...
Employee and Employee Benefit Plan Matters. The Company shall cancel the Medical Plan and its Phantom Stock Appreciation Plan prior to the Closing.
Employee and Employee Benefit Plan Matters. 21 6.5 Title Insurance and Surveys . . . . . . . . . . . . . . . . . . 21 6.6
Employee and Employee Benefit Plan Matters. Prior to the Closing, the Company shall terminate its Employee Benefit Plans, including the E. L. Lestxx & Xompany, Incorporated Profit Sharing Plan and the E. L. Lestxx & Xompany, Inc. Flexible Benefit Plan.
Employee and Employee Benefit Plan Matters. The actions described in Sections 7.6 and 7.12 shall have occurred.
Employee and Employee Benefit Plan Matters. Buyer is not hereby, and at no time hereafter will be, adopting, accepting, or assuming any employee benefit plan or collective bargaining agreement of any Seller relating to any of such Seller’s employees or any other agreement, trust, plan, fund or other arrangement of such Seller that provides for employee benefits or
