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. 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. 31 7.1 Employment.....................................................31 7.2
Employee Benefits and 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 12, 1999. Buyer shall offer employment to such individuals effective as of the Closing. 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. At Closing, Buyer shall assume the Employment Agreement, dated as of June 5, 1999, between Xxxxx Xxxxxx and Seller.
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. 7 7.1 Employment.......................................................................................7 7.2 Employee Pension and Welfare Benefit Plans.......................................................8
Employee Benefits and Employment. Each employee of the Company on the Closing Date that continues employment with the Company as of the Closing Date (each, an "Employee") shall be eligible for participation in the "employee welfare benefit plans" as are defined in sections 3(1) of ERISA, maintained by Buyer and as in effect from time to time (the "Buyer Plans"), subject to the eligibility requirements of each such Buyer Plan.
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.
(b) Except as set forth in Schedule 3.8(b) of the Seller Disclosure Letter, (i) each Benefit Plan (including any related trusts) has been established, operated and administered in material compliance with its terms and applicable Laws, including, without limitation, ERISA and the Code and the regulations promulgated thereunder; (ii) each Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the IRS to the prototype or volume submitter plan sponsor, that such plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and, to Seller’s Knowledge, nothing has occurred that could reasonably be expected to adversely affect the qualified status of such plan; and (iii) there are no pending or, to Seller’s Knowledge, threatened claims (other than routine claims for benefits), audits or proceedings by a Governmental Entity by, on behalf of or against any Benefit Plan or any trust related thereto. All benefits, contributions, reimbursements and premiums required by and due under the terms of each Benefit Plan or applicable Law have been timely made, or if not yet due, properly accrued, in accordance with the terms of such Benefit Plan, the terms of all applicable Laws, and GAAP. There h...
Employee Benefits and Employment. (a) The Sellers shall, no later than the Closing Date, assume and maintain sponsorship and full responsibility of each of the Employee Benefit Plans, and to the extent necessary shall cause Any Kind and U.S. Check to terminate or otherwise cease its sponsorship of the Employee Benefit Plans.
(b) Sellers shall deliver to Purchaser at least 5 Business Days prior to the Closing Date a complete and correct list of all employees of either of the Companies (the "Employees") setting forth their names, employment position, salary or hourly wage rate, location as of June 30, 1996 and separately identifying those Employees who were actively employed on such date ("Active Employees") and those Employees who were not actively employed on such date (i.e., were absent due to disability, sickness or leave of absence) (the "Inactive Employees").
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.
(b) Sellers shall deliver to Purchaser at least five (5) Business Days prior to the Closing Date a complete and correct list of all employees of the Company (the "Employees") setting forth their names, employment position, salary or hourly wage rate, location as of October 31, 1996 and separately identifying those Employees who were actively employed on such date ("Active Employees") and those Employees who were not actively employed on such date (i.e., were absent due to disability, sickness or leave of absence) (the "Inactive Employees").
