Employee and Employee Benefits. Employee shall be entitled to all benefits to which other officers of the Company are entitled, on terms comparable thereto, including, without limitation, participation in the 401(k) plan, group insurance policies and plans, medical, health, vision, and disability insurance policies and plans, and the like, which may be maintained by the Company for the benefit of its employees. The Company reserves the right to alter and amend the benefits received by Employee from time to time at the Company’s discretion.
Employee and Employee Benefits. Neither Marlin GP nor the Partnership has any employees. As of the Closing Date, Xxxxxx Offshore shall have no employees, all such persons having been transferred to the Seller. To Seller’s knowledge, none of the employees of the Target Entities have ever been covered by a collective bargaining agreement with a union. Neither Marlin GP nor the Partnership sponsors, maintains or contributes to any Benefit Plan. Xxxxxx Offshore shall not have any Benefit Plan in effect as of the Closing Date. The Target Entities have never sponsored, maintained or contributed to any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, that is a “multiemployer plan,” within the meaning of Section 3(37) of ERISA, that is covered by Title IV of ERISA or that is subject to the minimum funding requirements of Section 3.02 of ERISA. With respect to any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, that is sponsored, maintained, or contributed to, or has been sponsored, maintained, or contributed to within six (6)
Employee and Employee Benefits. (a) On the Closing Date, the Company shall terminate its employment relationship with all employees of the Business set forth on Section 5.11(a) of the Disclosure Schedule. As of the Closing Date, Purchaser shall offer employment to the Transferred Employees on the terms determined by Purchaser in its sole discretion. The employees set forth on Schedule 5.11(a) who accept employment with Purchaser shall be referred to herein as “Transferred Employees.” Subject to the obligations set forth in this Section 5.11, nothing in this Agreement shall require Purchaser to hire any particular employee or limit Purchaser’s ability to modify the salary or wage level or terminate the employment of any Transferred Employee at any time and for any reason, including without cause.
(b) The Company shall be solely responsible, and Purchaser shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former employee, officer, director, independent contractor or consultant of the Business, including hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay, for any period relating to the service with the Company at any time prior to the Closing Date, and the Company shall, and Halcyon shall cause the Company to, pay all such amounts to all entitled persons prior to the Closing Date.
(c) The Company shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring prior to the Closing Date. The Company also shall remain solely responsible for all worker's compensation claims of any current or former employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring prior to the Closing Date. The Company shall, and Halcyon shall cause the Company to, pay all such amounts to the appropriate persons as and when due.
Employee and Employee Benefits. 47 5.17 No Solicitation; Withdrawal of the Board Recommendation..................................... 48 5.18
Employee and Employee Benefits. (a) Seller shall, and shall cause the Dyn International Companies (as applicable) to, not later than the Closing Date, bifurcate certain employee benefit plans (including, for the avoidance of doubt, the CSC Matched Asset Plan (the “CSC MAP“) and the DynCorp Employee Welfare Benefits Plan (the “DynCorp Welfare Plan“), including the voluntary employee beneficiary association trust assets that fund the DynCorp Welfare Plan) (the “Bifurcated Plans”) in which U.S. Employees and Terminated U.S. Employees participate or by which such persons are covered, with the result that DI shall maintain, sponsor, and contribute to each Bifurcated Plan, but only to the extent that any such Bifurcated Plan covers solely U.S. Employees and Terminated U.S. Employees (including, for the avoidance of doubt, DTSAS Transferred Employees and DI Transferred Employees, each as defined below, and including terminated employees of DTS who formerly were employed in connection with a DTSAS Government Contract or at the Fort Worth Shared Services Center).
(b) Seller shall, and shall cause the Dyn International Companies (as applicable) to, not later than the Closing Date and concurrent with the bifurcation described in Section 4.8(a) above, cause DTSAS, Dyn Marine, Dyn Marine II, DynCorp Aerospace Operations, Inc., DynCorp International Services, Inc., Services International Ltd. and Worldwide Humanitarian Services LLC to become participating employers in all Bifurcated Plans (to the extent applicable);
(c) Seller shall, and shall cause the Dyn International Companies (as applicable) to, not later than the Closing Date, (i) transfer to DTSAS certain current employees (the “DTSAS Transferred Employees“) of DTS; (ii) transfer to DTSAS all collective bargaining agreements relating to the DTSAS Transferred Employees; and (iii) prior to the transfers described in clauses (i) and (ii) above, and concurrent with the bifurcation described in Section 4.8(a) above, cause DTSAS to adopt all employee policies and practices applicable to the DTSAS Transferred Employees and terminated employees of DTS who formerly were employed in connection with a DTSAS Government Contract;
(d) Seller shall, and shall cause the Dyn International Companies (as applicable) to, not later than the Closing Date, (i) transfer to DI certain current employees (the “DI Transferred Employees“) of DTS assigned to the administrative service center located in Fort Worth, Texas, shared by DTS and DI (the “Fort Worth Shared Services...
Employee and Employee Benefits. (a) Prior to the Closing Date, Buyer shall make offers of employment commencing on the Closing Date to all Applicable Employees, and such offers shall be contingent only upon (i) the Closing, (ii) such Employee being an Applicable Employee on the Closing Date, and (iii) such Applicable Employee’s satisfaction of customary employment conditions applicable to all Buyer employees (the “Background Check”). Buyer shall cooperate with Sellers from and after the date hereof to communicate with Applicable Employees regarding the offers of employment to be made by Buyer to Applicable Employees hereunder. Not later than thirty (30) days prior to Closing, Buyer shall provide to Sellers a list of the Applicable Employees who do not satisfy the Background Check and as to whom Buyer has not made offers of employment pursuant to this Section 6.9(a) as a result of such Background Check failure. The parties hereto shall cooperate with each other to give effect to this Section 6.9(a), and neither Seller shall take any actions that would interfere with the process of the Applicable Employees so offered employment becoming employed by Buyer. If any Employee, other than a Transferred Employee, becomes entitled to any payments or benefits under any severance policy, plan, agreement, arrangement or program that exists or arises under any applicable Legal Requirements or otherwise as a result of the consummation of this transaction, Sellers shall be liable for such amounts, which liability shall constitute an Excluded Liability.
Employee and Employee Benefits. (i) Subject to Section 11.5(a)(ii), for a period of one year following the Closing Date, Buyer shall be responsible for severance pay payable to any Employee who is (x) employed by Seller immediately preceding the Closing and (y) either (1) not offered employment with Buyer or (2) hired and thereafter terminated by Buyer. Such payments shall be made pursuant to Buyer's severance policy in effect on the date of termination. Buyer shall compute such severance pay by giving affected Employees credit for years of service with Seller and its Affiliates.
(ii) Notwithstanding anything to the contrary set forth in this Agreement, Buyer shall pay and otherwise be responsible for thirty percent (30%), and Summit and Seller, jointly and severally, shall pay and otherwise be responsible for seventy percent (70%), of all liabilities and obligations of Summit, Seller and Buyer arising under the Severance Agreement, dated August 4, 1998, between Menderes Akdag and Seller; provided that Summit shall be entitled to 100% of the savings of any waiver by Xx. Xxxxx of any amounts due him under the Severance Agreement due to inducements provided by Summit.
(b) Effective as of the Closing, the Buyer shall assume sponsorship of all of the Employee Benefit Plans listed on Schedule 11.5
Employee and Employee Benefits. (a) Schedule 4.14 hereof sets forth all current and former employees and consultants of DOT(SR). Neither DOT(SR) nor the Sellers maintain or have ever maintained any Employee Benefit Plan with respect to the current or former employees of DOT(SR). Neither DOT(SR) nor the Sellers contribute or has ever contributed, or has ever been required to contribute, to any Employee Benefit Plan with respect to any of the current or former employees of DOT(SR).
(b) DOT(SR) does not contribute to, nor has it ever contributed to or has ever been required to contribute to, any Multiemployer Plan or has any liability (including withdrawal liability) under any Multiemployer Plan. None of the transactions contemplated by this Agreement will trigger any withdrawal or termination liability under any Multiemployer Plan.
Employee and Employee Benefits. The Employee shall be entitled to all benefits to which other executive officers of Issuer Direct are entitled, on terms comparable thereto, including, without limitation, participation in pension and profit sharing plans, 401(k) plan (or any similar plans typically offered to residents of Canada), group insurance policies and plans, medical, health, vision, and disability insurance policies and plans, and the like, which may be maintained by Issuer Direct for the benefit of its executives. Issuer Direct reserves the right to alter and amend the benefits received by Employee from time to time at Issuer Direct’s discretion.
Employee and Employee Benefits. (a) Particulars disclosed There are, in relation to the Company:
(i) No works council or body of employee representatives or recognised trade unions;
(ii) No collective or workforce agreement, dismissal procedures agreement or trade union membership agreement.
(b) Employees and terms and conditions of employment
(i) The Disclosure Schedule sets out all the Key Employees of the Company. The Company has entered into valid employment contracts with all its Key Employees and all such contracts are subsisting in accordance with the terms thereof.
(ii) No Key Employee has given, or has been given, notice of termination of his employment. Private and Confidential Page. 70
(iii) All subsisting contracts of employment with the Key Employees and any agreements with the Key Employees to which the Company is a party are terminable by it on notice of no longer than six months or salary in lieu of such notice.
(iv) The Company does not have any outstanding liability to pay compensation for loss of office or employment or a redundancy payment to, and neither the Company nor any of the Sellers has received any notice from, any present or former Key Employee to make any payment for breach of any agreement and neither the Company nor any of the Sellers has received any notice for payment of such sums nor such sums have been paid (whether pursuant to a legal obligation or ex gratia).
(v) There is no term of employment for any Key Employee which provides that a change of control of the Company shall entitle the employee to treat the change of control as amounting to a breach of the contract or entitling him to any payment or benefit whatsoever or entitling him to treat himself as redundant or otherwise dismissed or released from any obligation.
(vi) The Company has not made any loan or advance, or provided any financial assistance to any Key Employee.
(vii) All the Key Employees are bound by valid non-competition agreements and cannot carry on any activity which competes with or is same as or similar to the Business during the term of their employment and for at least one year thereafter, and neither the Company nor any of the Sellers owe, or expect to owe, additional compensation to employers to secure enforceability of such agreements, nor have received any notice from the Key Employees objecting to or challenging to continue to be bound by the terms of such non-compete agreements and no provision of such non-compete agreements shall be varied or amended or the enforcement ...
