Employee Arrangements. Except as set forth on Section 8.2(h) of the UWWH Disclosure Schedules, pursuant to the terms of any collective bargaining agreements in effect as of the date hereof and disclosed on Section 6.15(a) of the UWWH Disclosure Schedules, as contemplated by this Agreement, as set forth in the Employee Matters Agreement or as otherwise required by applicable Law, UWWH shall not, nor shall it permit any of its Subsidiaries to:
(i) grant any material increases in the compensation (including bonus and incentive compensation) or fringe benefits of any UWWH Employee except any increases that would not reasonably be expected to become a Liability of the Surviving Corporation or its Subsidiaries;
(ii) pay or agree to pay to any UWWH Employee any pension, retirement allowance, severance benefit or other material employee benefit not required by any of the existing UWWH Benefit Plans as in effect on the date hereof, except as would not reasonably be expected to result in a Liability of the Surviving Corporation or its Subsidiaries;
(iii) except in the ordinary course of business, enter into any new, or terminate or materially amend any existing collective bargaining agreement or relationship, employment, severance or termination Contract or other arrangement with any UWWH Employee or his or her representative, provided, that any such new collective bargaining agreement or any termination of or material amendment to any such existing collective bargaining agreement in the ordinary course of business shall be subject to review by xpedx senior management reasonably in advance of the conclusion of such negotiations, and xpedx senior management shall have been informed periodically of the status of negotiations with respect thereto;
(iv) (A) become obligated under any new pension plan, welfare plan, employee benefit plan (including any equity incentive plan), severance plan, benefit arrangement or similar plan or arrangement sponsored or maintained by UWWH or any of its Subsidiaries that was not in existence on the date hereof, or (B) amend any such plan or arrangement in existence on the date hereof, except in the case of (B) (x) as would not result in a material increase in the annual aggregate cost (based on UWWH’s historical annual aggregate cost) of maintaining such pension plan, welfare plan, employee benefit plan, severance plan, trust, fund, policy or arrangement or (y) as would not reasonably be expected to result in a Liability of the Surviving Corporation or its Sub...
Employee Arrangements. Except as set forth in Section 5.20 of the Hanover Disclosure Letter, and except as required (i) pursuant to any collective bargaining agreements in effect as of the date hereof, (ii) as contemplated by this Agreement or (iii) by applicable laws, Hanover shall not, nor shall it permit its Subsidiaries to:
(A) grant any increases in the compensation of any of its current, former or prospective directors, officers, consultants or employees;
(B) pay or agree to pay to any current, former or prospective director, officer, consultant or key employee of Hanover or its Subsidiaries, whether past or present, any pension, retirement allowance or other material employee benefit not required or contemplated by any of the existing Hanover Benefit Plans as in effect on the date hereof;
(C) enter into any new, or amend any existing employment, severance or termination agreement or arrangement with any current, former or prospective director, officer, consultant or key employee or current or prospective employee of Hanover or any of its Subsidiaries; or
(D) become obligated under any collective bargaining agreement, new pension plan, welfare plan, multiemployer plan, employee benefit plan, severance plan, benefit arrangement or similar plan or arrangement of Hanover or any of its Subsidiaries that was not in existence on the date hereof, including any plan that provides for the payment of bonuses or incentive compensation, trust, fund, policy or arrangement for the benefit of any current or former directors, officers, employees or consultants or any of their beneficiaries, or amend any such plan or arrangement in existence on the date hereof.
Employee Arrangements. (a) On and following the Closing, all employees identified on Schedule 5.1(A) (“Business Employees”) shall be either (i) employees of Seller, [*] in all such cases through December 31, 2009, unless any such employee voluntarily terminates his or her employment [*] or is terminated for cause. Buyer shall not be obligated to offer employment to any Business Employees on or after the Closing Date. Seller shall cause [*] these Business Employees to provide services to the Buyer following the Closing in accordance with the Leased Employee Agreement attached here as Exhibit F, which the parties will execute on the Closing Date. Within ten (10) days of the Closing, Seller shall use its best efforts to enter into a confirmation letter with all its Business Employees substantially in the form attached hereto as Exhibit G. On and after the Closing, Seller [*] shall continue to be solely responsible for any and all liabilities and obligations with respect to each of its employees in connection with such employees employment with Seller [*] whether arising prior to, in connection with, or following the Closing.
(b) Each Business Employee shall continue to be covered by Seller’s [*] employee benefit plans on and after the Closing in accordance with the applicable Seller [*] benefit plans. Seller [*] shall retain, and Buyer shall not assume, responsibility for all benefit claims incurred by employees of the Business prior to, on, and following the Closing in connection with such employees employment with Seller [*]. No assets of any Seller [*] benefit plan shall be transferred to Buyer or to any Buyer benefit plans in connection with this transaction. Buyer shall assume no liability or obligation of Seller for any benefit plans of Seller [*].
(c) Seller, an ERISA Affiliate of Seller, [*] shall be solely responsible for offering and providing COBRA coverage with respect to (i) any qualified beneficiary who is covered under a Seller group health plan on the date of this Agreement; and (ii) any qualified beneficiary who experiences a qualifying event at any time before, on, or after the Closing Date while covered under such Seller plan. Seller acknowledges and agrees (to the extent it is able to do so under and consistent with applicable law) that Buyer is not a successor employer of Seller; provided, however, if it is later determined by a court or governmental authority that Buyer is a successor employer of Seller for * Confidential Treatment Requested purposes of COBRA,...
Employee Arrangements. Schedule 4.22(c) lists each Employee Benefit Plan not otherwise disclosed in Schedules 4.22(a) or 4.22
Employee Arrangements. Schedule 5.16 is a complete and correct list and summary description of all (i) union, collective bargaining, employment, management, termination and consulting agreements to which the Company is a party or otherwise bound, and (ii) compensation plans and arrangements; bonus and incentive plans and arrangements; deferred compensation plans and arrangements; pension and retirement plans and arrangements; profit-sharing and thrift plans and arrangements; stock purchase and stock option plans and arrangements; hospitalization and other life, health or disability insurance or reimbursement programs; holiday, sick leave, severance, vacation, tuition reimbursement, personal loan and product purchase discount policies and arrangements; and other plans or arrangements providing for benefits for employees of the Company. Said Schedule also lists the names and compensation of all employees of the Company whose earnings during the last fiscal year was $50,000 or more (including bonuses and other incentive compensation), and all employees who are expected to receive at least said amount in respect of the present year.
Employee Arrangements. 3.13(a)(ii) Environmental Law...............................................................................3.15(a)(i) ERISA...........................................................................................3.13(a)(i) Exchange Act...........................................................................................3.4
Employee Arrangements. 29 SECTION 6.7
Employee Arrangements. Forest (in regard to the Spinco Employees only) shall not, and Spinco shall not, nor shall Forest (in regard to the Spinco Employees only) or Spinco permit any of their respective Subsidiaries to:
(i) grant any material increases in the compensation of any of its directors, officers or employees, except in the ordinary course of business consistent with past practice;
(ii) pay or agree to pay to any director, officer or employee, whether past or present, any pension, retirement allowance or other employee benefit not required or contemplated by any of the existing benefit, severance, termination, pension or employment plans, Contracts or arrangements as in effect on the date hereof;
(iii) hire any new director, officer or, except in the ordinary course of business consistent with past practice, employee, or enter into any new, or materially amend any existing, employment or severance or termination Contract with any director, officer or employee; or
(iv) except as may be required to comply with applicable law, become obligated under any new pension plan, welfare plan, multiemployer plan, employee benefit plan, severance plan, benefit arrangement or similar plan or arrangement that was not in existence on the date hereof, or amend any such plan or arrangement in existence on the date hereof solely with respect to Spinco Employees if such amendment would have the effect of enhancing any benefits thereunder.
Employee Arrangements. Except as set forth in Section 7.01M of the Schedules and except for pay increases in the ordinary course of business consistent with past practices to non-executive officer employees, make any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or pay or agree or orally promise to pay, conditionally or otherwise, any bonus, extra compensation, pension or severance or vacation pay, to or for the benefit of any of its directors, officers, employees or agents, or enter into any employment or consulting contract (other than as contemplated by this Agreement) or other agreement with any director, officer or employee or adopt, amend in any material respect or terminate any pension, employee welfare, retirement, stock purchase, stock option, stock appreciation rights, termination, severance, income protection, golden parachute, savings or profit-sharing plan (including trust agreements and insurance contracts embodying such plans), any deferred compensation, or collective bargaining agreement, any group insurance contract or any other incentive, welfare or Employee Benefit Plan or agreement maintained by it for the benefit of its directors, employees or former employees, in each case except in the ordinary course of business and consistent with past practices and safe and sound banking principles and except as may be required by law;
Employee Arrangements. 6.1 The parties shall, with the employees’ free will and legitimate interests in mind, make suitable arrangements with regard to the employees of Dongsheng to ensure stability, and to comply with relevant laws, regulations and policies.
6.2 The New Company shall give preference to the employees hired by Dongsheng before the Establishing Day of the New Company in accordance with the Arrangement Plan to be confirmed by the parties. As for those old employees that are not hired by the New Company, Party A shall make arrangements for and compensate them in accordance with relevant laws, regulations and policies. If the New Company incurs losses because Party A does not arrange for them properly, Party A shall be responsible for the losses in accordance with the principles set forth in Article 5.2.
6.3 Party A shall be responsible for all of Dongsheng’s due but unpaid wages and salaries, benefits, insurance, injury and disability pensions, supplemental compensations and other fees before the Establishing Day of the New Company in accordance with the principles set forth in Article 5.2.
