Employee and Related Matters. Purchaser hereby covenants with Seller as follows:
(a) Pursuant to the Current HMA, all employees and staff at the Hotel are currently employees of Seller. As of the Closing, all persons employed by Seller at the Hotel immediately prior to the Closing Date (“Hotel Employees”), at Seller’s election (an “Employer Election”) shall be (i) retained by Seller, who shall serve as the “Employment Affiliate” under the New HMA following the Closing Date or (ii) terminated, but offered “employment on substantially equivalent terms and conditions” for a period of at least ninety (90) days after the Closing Date by another affiliate of Operator acting as the Employment Affiliate. As used herein, the phrase “employment on substantially equivalent terms and conditions” shall include recognition of the accrued vacation balances (subject to the credits to Purchaser under the provisions of Section 4.11). Purchaser acknowledges that the Employment Affiliate shall initially afford the Hotel Employees continuation of all rights under the Hotel Employee’s existing Section 401(k) plans and health care plans, as required under the New HMA and otherwise shall be managed pursuant to the terms of the New HMA. Purchaser and Seller shall cooperate (and Seller shall cause Operator to cooperate) in such transition and all communications with the Hotel Employees about the termination and rehiring process to avoid any disruption in Hotel operations and to diminish employee concerns and any misinformation regarding the transfer of the employer function.
(b) Purchaser, through the payment of such costs as “Employee Expenses” under the New HMA, shall be responsible for all wages and benefits for Hotel employees who remain employed or accept employment with the Employment Affiliate as provided herein and pursuant to the “Owner’s” obligations under the HMA (x) arising or accruing on and after the date of Closing or (y) arising or accruing under the New HMA or otherwise arising as a matter of law for which Purchaser receives proration credit pursuant to this Agreement. Purchaser shall also be responsible for any “pay in lieu of notice”, that Seller or Operator must pay to Hotel Employees to the extent such “pay in lieu of notice” is provided because of “employment loss” of Hotel Employees under the provisions of the Worker Adjustment Retraining Notification Act (29 U.S.C. Section 2101 et seq.) (the “WARN Act”), except to the extent that such payments are required based on Seller’s failure to re...
Employee and Related Matters. (a) Buyer will cause the employment of all Employees by the Company to be continued with the Company after the Closing Date. If the employment of any Employee with the Company is terminated after the Closing Date, Buyer shall be responsible for any costs and consequences of such termination, which costs and consequences shall be expenses subject to an indemnification claim as provided in Article XI of this Agreement.
(b) On and after the Closing Date, Buyer shall, or shall cause the Company or a subsidiary of Buyer to, offer compensation and benefits to the Employees that are substantially similar in the aggregate to the compensation and benefits provided to similarly situated employees of Buyer in the year prior to the Closing Date. Notwithstanding the foregoing, for a period of at least twelve (12) months following the Closing Date, Buyer shall, or shall cause the Company or a subsidiary of the Company to, offer severance benefits to each Employee, which benefits shall be substantially similar to the severance benefits provided under the Bxxxxxx-Xxxxx Squibb Pharma Company Termination Allowance Plan to each such Employee immediately prior to the Closing Date, taking into account the service credited to each such Employee under such Termination Allowance Plan immediately prior to the Closing Date, except to the extent severance benefits are provided in an employment agreement between Buyer or the Company and any Key Employee, which agreement is effective as of the Closing Date.
(c) Buyer shall assume, or cause the Company to assume, the obligation to make any payments due to Employees on or after the Closing Date under all termination plans and employment, severance and change-in-control agreements and arrangements described in Section 9.01(c) of the Seller Disclosure Schedule in effect immediately prior to the Closing Date whether or not the event that triggers any such payment occurs prior to, on or after the Closing Date. The Closing shall be treated as a “change in control” for all purposes under such plans, agreements and arrangements.
(d) Except as set forth in Section 9.01(c), Seller and its Affiliates shall retain the obligation to make any payments to Employees relating to service with the Company prior to the Closing Date under any Plan which is a compensation plan or arrangement. Seller and its Affiliates shall retain all liabilities with respect to the Bxxxxxx-Xxxxx Squibb Pharma Company Supplemental Retention Program and the Annual Variable C...
Employee and Related Matters. (a) The Company shall take any and all actions that are necessary prior to the Closing to terminate its status as a participating employer/sponsor of the AXYS qualified retirement plan (the "AXYS 401(k) Plan") so that the employees of the Acquired Corporations will no longer be eligible to participate in the AXYS 401(k) Plan as of a date that is prior to the Closing Date. Those employees of the Acquired Corporations that continue to be employees of Parent or any of its affiliates, including the Company, following the Closing would, subject to any necessary transition period and the terms of such plans, be eligible to participate in Parent's health, vacation, employee stock purchase, stock option, 401(k) and other plans, to the same extent as comparably situated employees of Parent and would receive credit under Parent's benefit plans for service as an employee of the Acquired Corporations. Parent shall exercise commercially reasonable efforts to minimize the duration of any necessary transition period and to amend or replace Parent's existing plans as Parent, in its reasonable discretion believes necessary to comply with this Section 5.13(a).
(b) At the Closing, the Company shall terminate its 2000 Incentive Compensation Plan and its 2000 Merit Compensation Plan, and shall ensure that no employee or former employee of any Acquired Corporation has any rights under any of such Plans and that any liabilities of the Acquired Corporations under such Plans (including any such liabilities relating to services performed prior to the Closing) are fully extinguished at no cost to the Acquired Corporations.
Employee and Related Matters. (a) Each employee of the Company who is employed as of immediately prior to the First Merger Effective Time (each, a “Continuing Employee”) shall become an at-will employee of Parent or one of its Affiliates as of the First Merger Effective Time, in each case, subject to the terms of any Contract between Parent or one of its Affiliates and a Continuing Employee (each such Contract, a “Continuing Employee Agreement”). With respect to each Continuing Employee, Parent or one of its Affiliates shall take all commercially reasonable actions necessary to provide or cause to be provided, as of the First Merger Effective Time, (i) the same wage rate or base salary, as applicable, in effect for each such Continuing Employee as in effect immediately prior to the First Merger Effective Time, and (ii) such other employee benefits and compensation arrangements as Parent (or, if applicable, one of its Affiliates) provides to its other similarly situated employees generally, as such benefits or arrangements may be modified, amended, or terminated by Parent or, if applicable, the applicable Affiliate from time to time.
(b) Subject to Section 5.14(a), nothing in this Agreement shall limit Parent’s or its Affiliates’ ability to determine the compensation and benefit structure of the Company following the Closing or limit Parent’s or one of its Affiliates’ ability to amend, modify or terminate any Company Employee Program (or any employee benefit plan or program sponsored by Parent) at any time following the Closing, in each case subject to the terms of any Continuing Employee Agreement. Except as provided in this Section 5.14, nothing in this Agreement shall limit the Parent’s or one of its Affiliates’ ability to (i) modify terms and conditions of a Continuing Employee’s employment, including a Continuing Employee’s salary or wage level, or (ii) terminate the employment of any Continuing Employee at any time and for any reason, including, without cause.
(c) Notwithstanding anything in this Agreement to the contrary, no Continuing Employee, and no other employee or contractor of the Company, shall be deemed to be a third-party beneficiary of this Agreement except as expressly contemplated by Section 10.15.
Employee and Related Matters. (a) Purchaser and Seller agree that all employees of the Division included on the list of employees heretofore delivered by Purchaser to Seller (the "CONTINUED EMPLOYEES") shall be offered employment with Purchaser, and that any Continued Employees who accept such offer of employment shall, for purposes of eligibility, vesting and level of benefits under Purchaser's employee benefit plans, receive credit for such Continued Employee's service with Seller; provided, however, that after the Closing Date Purchaser shall not be obligated by this Agreement to continue the employment of any Continued Employee on any particular terms or for any particular period of time. In connection with this transaction, each Continued Employee shall receive from Parent ten (10) shares of Parent's common stock.
(b) Promptly after the Closing, Seller shall transfer to Purchaser any records or copies of such records (including, but not limited to, Forms W-4 and Employee Withholding Allowance Certificates) relating to withholding and payment of income and employment taxes (federal, state and local) and FICA taxes with respect to wages paid by Seller during the 1997 calendar year to any Continued Employees. Purchaser shall, to the extent 39 permitted by applicable law, provide all such employees with properly completed Forms W-2, Wage and Tax Statements for the 1997 calendar year setting forth the wages and taxes withheld with respect to such employees for the 1997 calendar year by Seller and Purchaser as predecessor and successor employers, respectively. Purchaser and Seller shall also comply with the filing requirements set forth in Revenue Procedure 96-60, 1996-53 I.R.B. 24 to implement this SECTION 6.03. If Purchaser shall determine that it is not permitted by applicable law to provide such Forms W-2, Purchaser shall so inform Seller and shall return such records to Seller not later than sixty (60) days prior to the time that Seller is required to provide such employees with such Forms W-2.
(c) Nothing in this Agreement, express or implied, is intended to confer or shall confer upon any of Seller's employees or former employees, or any Continued Employee, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including, without limitation, any rights of employment.
Employee and Related Matters. 52 (a) Employment....................................... 52 (b) Employee Benefit Plans Post-Closing.............. 53
Employee and Related Matters. 46 SECTION 6. Conditions Precedent to Obligations of Parent and Merger Sub................................. 46
Employee and Related Matters. (a) Buyer will not have any liability or obligation to employ or offer employment to any employee of Seller, except for the Members and the Director of Nursing, in connection with the transactions contemplated hereby. Seller hereby authorizes Buyer to enter into discussions with any of its employees concerning the future employment of such individual by Buyer; provided, however, that (i) such discussions will not be commenced prior to the giving of notice by Seller to the employees of Seller of the transactions contemplated by this Agreement; and (ii) all such discussions will be conducted in such a manner as not to interfere unreasonably with the business operations of Seller. The terms and conditions of such employment will be established by Buyer in its sole discretion.
(b) Buyer will not be obligated under, and hereby specifically disclaims any assumption or liability with respect to, any pension plan, welfare plan or compensation plan. Seller will indemnify, defend and hold harmless Buyer and its affiliates from and against any liability, expense, cost, tax or obligation of any nature with respect to such current or former employee or other individual arising in connection with group health plan coverage.
(c) Buyer and Buyer Parent shall have no liability whatsoever and Seller shall retain, bear and discharge all liabilities and obligations (whether absolute, contingent or otherwise) relating to workers' compensation claims made by (i) any employee filed or presented before the Closing Date, (ii) any employee filed or presented after the Closing Date but relating to claims and/or injuries first arising before the Closing Date and (iii) any employee or former employee of Seller who does not become an employee of Buyer.
Employee and Related Matters. (a) Parent and the Company shall use reasonable efforts to recruit each key employee of the Company to accept at-will employment with Parent. Those employees of the Company that continue to be employees of Parent or any of its affiliates, including the Company, following the Closing shall upon the closing be eligible to participate in Parent's health, vacation, employee stock purchase, 401(k) and other plans, to the same extent as comparably situated employees of Parent and shall receive credit under Parent's benefit plans for time served as an employee of the Company.
(b) Once every two weeks and at such other times as requested by the Company's request, the Company shall notify Parent of any exercises or cancellations of options or warrants after the date of this Agreement until the Closing.
Employee and Related Matters. (a) Schedule 5.9(a) contains a true and complete list of all material "employee welfare benefit plans", "employee pension benefit plans" and any other bonus, pension, profit-sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stock option, phantom stock, performance, retirement, thrift, savings, stock bonus, cafeteria, paid time-off, perquisite, fringe benefit, vacation, severance, disability, death benefit, hospitalization, medical, welfare benefit or other plan, scheme, program, policy, arrangement or understanding, and each employment, consulting, deferred compensation, severance, termination or indemnification agreement or arrangement but expressly excluding such benefits or payments required by applicable law any governmental plan or program that requires mandatory payment of social insurance taxes or similar contributions to a governmental fund with respect to wages of any employee that are maintained or contributed to, or required to be maintained or contributed to, by the Territory, Sub or any of their respective Subsidiaries or any person or entity that is Controlled by, in Control of, or under common Control with, the Territory, Sub or any of their respective Subsidiaries, in each case for the benefit of a Covered Person (collectively, "Benefit Plans"). The Territory and Sub have made available to PwCIL and BermudaCo true, correct and complete copies of (1) each such Benefit Plan (or, in the case of any such unwritten Benefit Plan, a description thereof), (2) the two most recent annual reports filed with any governmental agency with respect to each such Benefit Plan (if any such report was required), (3) the most recent summary plan description or similar document for each such Benefit Plan for which such summary plan description is required or was otherwise provided to plan participants or beneficiaries and (4) each trust agreement and insurance annuity contract relating to any such Benefit Plan. Each Benefit Plan has been administered in material compliance with its terms. The Territory, Sub and their respective Subsidiaries and all the Benefit Plans are in compliance in all material respects with all laws applicable or related to any Benefit Plan. No event has occurred, and no condition exists, with respect to any Benefit Plan that could reasonably be expected to result in any material (individually or in the aggregate) liability to the Territory, Sub, any of their resp...
