Employee and Employee Benefits Matters. (a) The Redwood Parties are not obligated to hire any Xxxxxxxx Employees, but may interview and discuss potential employment with all Xxxxxxxx Employees; provided, however, it is the intention of the Redwood Parties to hire substantially all employees of ERC at Closing, subject to ongoing due diligence. Prior to Closing, Redwood will provide ERC with a list of Xxxxxxxx Employees to whom a Redwood Party has made an offer of employment that has been accepted to be effective upon the Closing (the “Transferred Employees”). Effective immediately prior to the Closing, ERC will, or will cause its applicable Affiliate to, terminate the employment of all Transferred Employees.
Employee and Employee Benefits Matters. (a) Schedule 3.8(a) to the Company Disclosure Schedule lists (i) each pension, profit sharing, stock bonus, thrift, savings, employee stock ownership or other plan, program or arrangement, which constitutes an "employee pension plan" within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which is maintained by the Company, Mid-Iowa or any Company Subsidiary or to which the Company, Mid-Iowa or any Company Subsidiary contributes or is maintained for the benefit of any current or former employee, officer, director, consultant or agent; (ii) each plan, program or arrangement for the provision of medical, surgical, or hospital care or benefits, benefits in the event of sickness, accident, disability, death, unemployment, severance, vacation, apprenticeship, day care, scholarship, prepaid legal services or other benefits which constitute an "employee welfare benefit plan" within the meaning of Section 3(1) of ERISA, which is maintained by the Company, Mid-Iowa or any Company Subsidiary or to which the Company or any Company Subsidiary contributes for the benefit of any current or former employee, officer, director, consultant or agent or dependent of any such person; and (iii) every other retirement or deferred compensation plan, bonus or incentive compensation plan or arrangement, stock option plan, stock purchase plan, stock bonus plan or stock grant plan, severance or vacation pay arrangement, or other fringe benefit plan, program or arrangement through which the Company, Mid-Iowa or any Company Subsidiary provides benefits for or on behalf of any current or former employee, officer, director, consultant or agent. The plans, programs or arrangements described in this Section 3.8 or listed in Schedule 3.8(a) of the Company Disclosure Schedule are hereinafter referred to as the "Mid-Iowa Benefit Plans." Mid-Iowa has delivered or made available to First Federal a true and correct copy of (a) each Mid-Iowa Benefit Plan, including amendments thereto, (b) the most recent annual report (Form 5500) filed with the Internal Revenue Service ("IRS") with respect to each Mid-Iowa Benefit Plan, if applicable, (c) each trust agreement and group annuity contract, if any, relating to such Mid-Iowa Benefit Plan, (d) the most recent actuarial report or valuation relating to a Mid-Iowa Benefit Plan subject to Title IV of ERISA and (e) all rulings and determination letters and any open requests for rulings or letters that...
Employee and Employee Benefits Matters. (A) Oakfield does not have, and never has had, any employees or individuals providing services as contractors. Oakfield does not sponsor, maintain or contribute to, and has never sponsored, maintained or contributed to, any employee benefit plans, programs or arrangements.
Employee and Employee Benefits Matters. 11 3.9. Litigation.. . . . . . . . . . . . . . . . . . . . 14 0.00.
Employee and Employee Benefits Matters. (a) Buyer shall offer or cause an Affiliate of Buyer to offer to hire as of the Closing Date each employee of the Eagle Entities who is actively employed by the Eagle Entities on the Closing Date and each employee of LMC who is listed on Schedule 8.2(a) (the "LMC Employees") at the same salary or rate of pay, and with reasonably equivalent or comparable employee benefits to which the Transferred Employees are entitled as of the date of this Agreement, subject to any adjustments as permitted by the proviso to Section 7.4. Such employees who accept a position with Buyer or its Affiliates shall be referred to herein as "Transferred Employees." Buyer shall honor all accrued vacation of each Transferred Employee in accordance with the Eagle Entities' or, in the case of the LMC Employees, LMC's vacation policy in effect as of the date of this Agreement. Sellers shall indemnify and hold harmless Buyer and its Affiliates from any and all liabilities and obligations arising from or in connection with any claim for severance (if any) or other benefits (other than time-off from work for accrued vacation) resulting from the termination of any employee by the Eagle Entities or LMC, whether or not any such employee becomes a Transferred Employee. Sellers shall, except to the extent such liabilities are rolled over to Buyer's 401(k) Plan pursuant to Section 8.2(b), retain sole responsibility for and shall discharge all liabilities and obligations arising in connection with or pursuant to all compensation (other than vacation benefits) and Employee Benefit Plans for any Transferred Employee (and all other employees of the Companies or Sellers, including liabilities for any claims under any self-insured group life, accident, worker's compensation, medical, hospitalization, prescription drug, dental, spending account or short-term or long-term disability plans). Notwithstanding the foregoing, Buyer agrees to pay each Transferred Employee a pro rata portion of any annual bonus due to such Person under the existing 2003 bonus plan of the Eagle Entities, based on the number of days within calendar year 2003 that follow the Closing Date.
Employee and Employee Benefits Matters. 36 Section 9.01 Employee and Employee Benefit Matters 36 ARTICLE X TAX MATTERS 37 Section 10.01 Tax Matters 37 ARTICLE XI TRANSITION SERVICES 37 Section 11.01 Transition Services Agreement—Parent to Spinco 37 Section 11.02 Transition Services Agreement—Spinco to Parent 37 Section 11.03 Separation Planning and Day-One Readiness 37 ARTICLE XII SUPPLY AGREEMENTS 38 Section 12.01 Supply Agreement—Parent to Spinco 38 Section 12.02 Supply Agreement—Spinco to Parent 38 ARTICLE XIII INTELLECTUAL PROPERTY MATTERS 38 Section 13.01 Intellectual Property Matters 38 ARTICLE XIV REAL PROPERTY AND RELATED MATTERS 39 Section 14.01 Transferred Owned Real Property 39 Section 14.02 Transferred Leased Real Property 39 Section 14.03 Leased Facilities 40 Section 14.04 Subleased Facilities 40 Section 14.05 Shared Facilities 40 ARTICLE XV TERMINATION 41 Section 15.01 Termination 41 Section 15.02 Effect of Termination 41 ARTICLE XVI MISCELLANEOUS 41 Section 16.01 Notices 41 Section 16.02 Amendments; Waivers 42 Section 16.03 Expenses 42 Section 16.04 Successors and Assigns 42 Section 16.05 Construction 43 Section 16.06 Entire Agreement 43 Section 16.07 Counterparts; Effectiveness 43 Section 16.08 Governing Law 43 Section 16.09 Consent to Jurisdiction 44 Section 16.10 Dispute Resolution 44 Section 16.11 Severability 46 Section 16.12 Captions 46 Section 16.13 Specific Performance 46 Section 16.14 Interest on Payments 46 EXHIBITS Exhibit A Definitions ATTACHMENTS Attachment I Internal Reorganization Attachment II Spinco Business Attachment III Accounting Principles Attachment IV Form of Xxxx of Sale, Assignment and Assumption Agreement—Parent to Spinco Attachment V Form of Xxxx of Sale, Assignment and Assumption Agreement—Spinco to Parent Attachment VI Employee Matters Agreement Attachment VII Form of Intellectual Property Matters Agreement Attachment VIII Form of Shared Contracts Agreement—Shared Contracts (Parent Companies) Attachment IX Form of Shared Contracts Agreement—Shared Contracts (Spinco Companies) Attachment X Contract Close-Out Protocol Attachment XI Form of Subcontract Pending Novation—Parent to Spinco Attachment XII Form of Subcontract Pending Novation—Spinco to Parent Attachment XIII Form of Supply Agreement—Parent to Spinco Attachment XIV Form of Supply Agreement—Spinco to Parent Attachment XV Tax Matters Agreement Attachment XVI Form of Transition Services Agreement—Parent to Spinco Attachment XVII Form of Transition Services Agreement—Spinco to Parent Attachment XVI...
Employee and Employee Benefits Matters. 10 5.1 Scope of Article............................................................... 10 5.2 US Employees................................................................... 10 5.3 Non-US Employees............................................................... 13
Employee and Employee Benefits Matters. With respect to certain employee and employee benefits matters, the parties have made the agreements and covenants set forth in the CME Group Employee Matters Agreement and the MH Employee Matters Agreement which are hereby incorporated in, and made a part of, this Agreement as if set forth in full herein.
Employee and Employee Benefits Matters. (a) Section 2.8(a) of the Disclosure Schedules sets forth a correct and complete list of each material Company Plan as of the date hereof. “
Employee and Employee Benefits Matters. (a) At the Closing, PetroQuest shall enter into offer letters (collectively, the “Offer Letters,” and, individually, an “Offer Letter”) with each of TDC’s managers and employees offering employment with PetroQuest on such terms and conditions as determined by PetroQuest in its sole discretion, but initially at the same base salaries, as reflected in TDC’s records (excluding Benefits Plans, commissions, bonuses and any other compensation or benefit programs) received by such employees from TDC at the time of the Closing.
