Employee Benefits and Employment. 6.1 Employment 6.2 Employee Pension Benefit Plans 6.3 Employee Welfare Benefit Plans 6.4 Health Continuation Coverage 6.5 Health Insurance Portability and Accountability Act ("HIPAA") 6.6 Reporting and Disclosure Requirements 6.7
Employee Benefits and Employment. 31 7.1 Employment.....................................................31 7.2
Employee Benefits and Employment. (a) The Sellers shall, no later than the Closing Date, assume and maintain sponsorship of and full responsibility for each of the Employee Benefit Plans, including all liabilities that arise under Part 6 of Title I of ERISA or Section 4980B of the Code as a result of or following the consummation of the transactions contemplated by this Agreement, and to the extent necessary shall cause the Company to terminate or otherwise cease its sponsorship of the Employee Benefit Plans.
Employee Benefits and Employment. (a) CND shall be fully and solely responsible for each of the Employee Benefit Plans pursuant to their terms, including all liabilities that arise under Part 6 of Title I of ERISA or Section 4980B of the Code as a result of or following the consummation of the transactions contemplated by this Agreement.
Employee Benefits and Employment. 7 7.1 Employment.......................................................................................7 7.2 Employee Pension and Welfare Benefit Plans.......................................................8
Employee Benefits and Employment. (a) Purchaser shall offer employment to those Finance Company Employees listed on Schedule 5.5(a) on such terms and conditions as determined by Purchaser in its sole discretion; provided, however, that the language of this sentence shall not create any obligation on the part of the Purchaser or any of its Affiliates to offer employment to any Finance Company Employee, continue the employment, nor create any right, of any Finance Company Employee or Transferred Employee or in his or her beneficiaries following the Closing. Except for reimbursement of severance costs as provided in Section 5.5(d) below, Seller or one of its Affiliates (other than the Finance Company) shall retain liability and responsibility for any liabilities with respect to any Finance Company Employees who do not become Transferred Employees. Following the Closing Date, Purchaser shall provide or cause to be provided to the Transferred Employees such employee benefit plans, programs, agreements or arrangements as are provided to similarly situated employees of the Purchaser.
Employee Benefits and Employment. The Seller shall assist the Purchaser in retaining such employees of the Company and CSD Canada as elected by the Purchaser. The Company shall be responsible for compliance with the Worker Adjustment and Retraining Notification Act applicable to employees not to be retained by the Company. The Purchaser shall indemnify and hold the Seller harmless from and against any claim, demand, action, suit, liability, damage, cost or expense (including reasonable attorneys' fees) relating to the Company's failure to comply with the Worker Adjustment and Retraining Notification Act. The Seller agrees that for a period of twelve (12) months following the Closing Date it will not solicit for employment any person who is an employee of the Company or CSD Canada as of the Closing Date unless and until such employee's employment with the Company, CSD Canada, the Purchaser or any Affiliate has been terminated. If within one (1) year following the Closing, the Purchaser or any Affiliate of the Purchaser hires or rehires as an employee or independent contractor [other than a consulting arrangement of less than thirty (30) days duration], an employee of the Company as to whom the Seller made any indemnification payments for severance payments to such individual under the Company's Severance Plan (as defined in Exhibit "B") to the Purchaser or the PG Guarantor pursuant to Section 8(a)(i) of this Agreement, the Purchaser shall immediately reimburse the Seller for such indemnification payments.
Employee Benefits and Employment. Employment. Buyer will determine which employees of the Business to whom it will offer employment and identify such employees by name to Seller not later than July 30, 1999. Buyer shall offer employment to such individuals effective as of the Closing Date. Employees who accept such employment and become employed by Buyer shall be referred to as "Transferred Employees" for purposes of this Agreement. Buyer shall offer employment to Xxxxxx XxXxxx at a nominal annual salary, and, if Xx. XxXxxx accepts such employment and it is permitted by Buyer's insurers, Buyer shall ensure that Xx. XxXxxx remains eligible for health insurance benefits offered by Buyer to employees of the Business (if Xx. XxXxxx pays his individual annual premiums for such benefits) until such time as Xx. XxXxxx is eligible to receive Medicare benefits. Judge Group shall pay any cost or expense incurred by Buyer as a result of any illness of Xx. XxXxxx for the remainder of the life of Xx. XxXxxx. Each of Seller, Judge Group and any affiliate thereof shall not solicit the employment of any of Xxxx Xxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxxx for a period of two years after the Closing Date, and each of Seller, Judge Group and any affiliate thereof shall not solicit the employment of any other Transferred Employee for a period of one year after the Closing Date. Seller shall be responsible for any severance pay obligations with respect to (i) those individuals employed in the Business who are not Transferred Employees and whose employment with Seller is terminated or (ii) Transferred Employees who are terminated by Buyer within 30 days after the Closing Date. Seller shall also notify such individuals about the termination of their employment and such notification may inform those individuals not identified by Buyer as among those to whom Buyer will offer employment that Buyer has decided not to offer employment to them. Anything contained in or implied by the provisions of this Section 6.1 to the contrary notwithstanding, the provisions of this Section shall not create any third-party beneficiary rights in any person, including any Transferred Employee.
Employee Benefits and Employment. (a) All material Benefit Plans are listed on Schedule 3.8(a) of the Seller Disclosure Letter. Seller has separately identified in Schedule 3.8(a) of the Seller Disclosure Letter each material Non-US Benefit Plan. With respect to each Benefit Plan, Seller has provided or made available to Buyer true and complete copies of each of the following: (i) the plan documents of all Benefit Plans listed on Schedule 3.8(a) of the Seller Disclosure Letter, including any amendments thereto (or, if unwritten, a written summary of the material terms thereof); (ii) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, employee handbooks and other written communications related to each Benefit Plan; and (iii) in the case of a Benefit Plan intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter form the IRS and any legal opinions issued thereafter with respect to such Benefit Plan’s continued qualification.
Employee Benefits and Employment. Employment. Buyer will determine which employees of the Business to whom it will offer employment and identify such employees by name to Seller not later than June 20, 1999. Employees who accept such employment shall be referred to as "Transferred Employees" for purposes of this Agreement. Seller shall be responsible for any severance pay obligations with respect to those individuals employed in the Business who are not Transferred Employees and whose employment with Seller is terminated. Seller shall also notify such individuals about the termination of their employment and such notification may inform those individuals not identified by Buyer as among those to whom Buyer will offer employment that Buyer has decided not to offer employment to them. Anything contained in or implied by the provisions of this Section 6.1 to the contrary notwithstanding, the provisions of this Section shall not create any third-party beneficiary rights in any person, including any Transferred Employee.
