Employee Benefits and Other Matters. (a) Purchaser will continue to employ Employees on an "at will" basis. Seller shall remain responsible for the payment of any benefit accrued by Employees prior to the Closing Date under any severance, salary continuation, incentive or similar agreement between Superior and/or Seller and any Employees entered into prior to the Closing Date.
Employee Benefits and Other Matters. 26 Section 3.17 Taxes.................................................................................27 Section 3.18 Intellectual Property.................................................................29 Section 3.19 Environmental, Health, and Safety Matters.............................................30 Section 3.20
Employee Benefits and Other Matters. (a) SCHEDULE 3.16 identifies all material bonus, deferred or incentive compensation, profit sharing, retirement, vacation, sick leave, hospitalization or severance plans, "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and material fringe benefit plans sponsored, maintained or contributed to by the Seller or any Subsidiary or with respect to which the Seller or any Subsidiary has any liability (the "EMPLOYEE BENEFIT PLANS"). SCHEDULE 3.16 indicates whether each such Employee Benefit Plan covers long-term care Affected Employees or contract rehabilitation therapy Affected Employees. Except as set forth in SCHEDULE 3.16, none of the Employee Benefit Plans are subject to Title IV of ERISA nor does any Employee Benefit Plan provide for medical or life insurance benefits to retired or former employees of the Seller or any Subsidiary (other than as required under Code Section 4980B, or similar state law). Except as set forth in SCHEDULE 3.16, neither the Seller nor the Subsidiaries is a participating or contributing employer in any "multiemployer plan" (as defined in Section 3(37) of ERISA) with respect to employees of the Seller or its Subsidiaries nor has the Seller or any Subsidiary incurred any withdrawal liability with respect to any multiemployer plan or any liability in connection with the termination or reorganization of any multiemployer plan.
Employee Benefits and Other Matters. Seller shall be solely responsible for all benefits payable after the Closing Date to former employees of the Company and their dependents and beneficiaries, including all liabilities, if any, to former employees of the Company arising under ERISA, and any federal or state "plant closing" or "tin parachute laws," if any, which relate to events occurring prior to or after the Closing Date, including any amounts payable thereunder for terminations after the Closing Date which liability arises thereunder from the consummation of the transactions contemplated by this Agreement.
Employee Benefits and Other Matters. (a) Incident to the combination of Seller's business with that of Xxxxxx, from and after the Closing Date, certain positions existing at each organization prior to the combination will be eliminated upon mutual agreement by Seller, Buyer and Xxxxxx prior to the Closing. Continued employment will be offered to those common law employees of Seller whose jobs have not been so eliminated (the "Continued Employees"). Notwithstanding anything in this subsection (a) to the contrary, any such offer shall not be construed to limit the ability of NCLP to terminate Continued Employees for cause or for other valid business purposes.
Employee Benefits and Other Matters. Section 4.5 Indemnification; Directors’ and Officers’ Insurance
Employee Benefits and Other Matters. (a) To the extent that service is relevant for purposes of eligibility, vesting or the calculation or accrual of benefits (other than the accrual of benefits under any defined benefit pension plan) under any employee benefit plan, program or arrangement sponsored, maintained or contributed to by the Company, any of its Subsidiaries, Parent or any of its Affiliates for the benefit of any persons who are employees of the Company or any of its Subsidiaries immediately before and after the Effective Time (the “Company Employees”), such plan, program or arrangement shall credit such Company Employees for service earned on and prior to the Effective Time with the Company or any its Subsidiaries, or any of their respective predecessors to the same extent credited under the Company Employee Benefit Plans, except to the extent such credit would result in the duplication of benefits.
Employee Benefits and Other Matters. (a) Seller and Buyer agree to cooperate reasonably concerning all matters relating to the Employees. Buyer shall offer employment to all Employees (other than Excluded Employees) commencing as of the Closing. At Buyer's option, Buyer may also offer employment to any Resigned Employee. Employees (including Resigned Employees, if any) who accept employment with Buyer shall be referred to hereinafter as "Transferred Employees." An offer of employment made by Buyer to any Employee On Leave who is absent from work on the Closing Date shall be void if such Employee fails to commence employment with Buyer prior to the six month anniversary of the Closing. Further, employment of any Transferred Employee may be conditioned upon the execution by such Employee of Buyer's standard non-disclosure and non-solicitation agreement. Buyer shall provide or shall cause to be provided to each Transferred Employee (i) a wage or salary, as applicable, that is at least equal to the wage or salary, as applicable, received by such Transferred Employee immediately prior to the Closing and (ii) employee benefits that are no less favorable, in the aggregate, than the employee benefits received by Transferred Employees immediately prior to Closing. Buyer shall employ each Transferred Employee who accepts employment with Buyer on the same basis upon which the Transferred Employee was employed by Seller (i.e., employment at will or employment for a term), provided that all contracts disclosing employment for a term are disclosed in Schedule 2.2(f) or Schedule 2.4(b) and are included as Transferred Contracts.
