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. 47 5.17 No Solicitation; Withdrawal of the Board Recommendation..................................... 48 5.18
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. 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) 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. The Company does not have, nor has the Company ever had, any employees or employee benefit plans.
Employee and Employee Benefits. (a) The parties acknowledge and agree that Buyer shall have the right to elect which of the Stations' employees it shall hire. Seller shall be responsible for payment of all compensation, liabilities and obligations (including accrued vacation and sick pay and severance pay) payable to all employees through the Closing Date. Seller shall indemnify, defend and hold Buyer harmless from and against all direct or indirect costs, expenses and liabilities arising from or relating to claims made by the Stations' employees in respect of termination of employment by Seller with the Stations by reason of the transactions contemplated by this Agreement.
(b) For purposes of employee benefits under Seller's employee benefit plans, all of Seller's employees who accept employment with Buyer shall be considered terminated employees and Seller acknowledges and agrees that it, and not Buyer, is and shall after the Closing remain solely responsible for any and all insurance, supplemental pension, deferred compensation, retirement and any other benefits, and related costs, premiums and claims, due, to become due, committed or otherwise promised to any person who, as of the Closing Date, is a retiree, former employee, or current employee of Seller, relating to the period up to and including the Closing Date.
Employee and Employee Benefits. (a) Buyers shall make offers of employment at the Closing to all Employees who remain employed by Seller or any Affiliate of Seller as of the Closing. Immediately after the Closing, each Employee who accepts such offer of employment (a "Hired Employee") shall be employed at base wages, incentive compensation, employee benefits and salaries which in the aggregate are no less favorable than the aggregate wages, incentive compensation, employee benefits and salaries currently being paid by Seller or such Affiliate to such Hired Employee, in a position with comparable responsibilities and at a location within a thirty (30) mile radius of the location where such Hired Employee is employed immediately prior to the Closing.
(b) All Hired Employees shall be eligible to participate in the Employee Benefit Plans of Buyer on the same basis as such Employee Benefit Plans are offered to employees having comparable positions with such Buyer. Buyers shall credit such Hired Employees for their length of service with Seller and its Affiliates for purposes of participation and vesting but not for purposes of benefit accrual under each Employee Benefit Plan to be provided by Buyers to such Hired Employees, to the same extent such service was recognized under a similar Employee Benefit Plan of Seller or its Affiliates, based on information provided by Seller.
(c) Except as provided herein, Seller and the applicable Affiliates shall remain responsible for the payment of all benefits accrued under the terms of the retirement plans of Seller and such Affiliates as of the Closing with respect to any Employee, including each Hired Employee. Except as provided herein, Buyers shall not at any time assume any liability for the benefits of any active or any terminated, vested or retired participants in the retirement plans of Seller and its Affiliates.
(d) Any pre-Closing workers' compensation claims shall continue to be handled by the insurance carrier of Seller and the applicable Affiliates of Seller.
(e) Seller and the applicable Affiliates of Seller shall retain the responsibility for payment of all medical, dental, health and disability claims, including workers' compensation claims, incurred by any Employee prior to the Closing and Buyers shall not assume any liability with respect to such claims. Buyers agree that any pre-existing condition clause in any of a Buyer's health or disability insurance policies shall not be applicable to Hired Employees; provided such Hired Employee...
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) 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.
