Common use of Employee Benefits - General Clause in Contracts

Employee Benefits - General. (a) During the period commencing at the Effective Time and ending on the date which is 12 months from the Effective Time (or if earlier, the date of the employee’s termination of employment with any Acquired Company), Parent shall provide (or shall cause the Company or its Affiliates to provide, as applicable), each employee who is employed by an Acquired Company immediately prior to the Effective Time who remains employed immediately after the Effective Time (“Company Continuing Employee”) with: (i) base salary or hourly wages which are no less than the base salary or hourly wages provided by the applicable Acquired Company immediately prior to the Effective Time; (ii) target bonus opportunities (excluding equity-based compensation), if any, which are no less than the target bonus opportunities (excluding equity-based compensation) provided by the applicable Acquired Company immediately prior to the Effective Time; (iii) retirement and welfare benefits that are no less favorable in the aggregate than those provided by the applicable Acquired Company immediately prior to the Effective Time; and (iv) severance benefits that are no less favorable than the practice, plan or policy in effect for such Company Continuing Employee immediately prior to the Effective Time. (b) With respect to any employee benefit plan maintained by Parent or its Subsidiaries (collectively, “Parent Benefit Plans”) in which any Company Continuing Employees will participate effective as of or after the Effective Time, Parent shall, or shall cause the Company or the applicable Subsidiary to, recognize all service of the Company Continuing Employees with the Company or the applicable Subsidiary as if such service were with Parent, for vesting and eligibility purposes in any Parent Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Effective Time; provided, however, such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits or (y) such service was not recognized under the corresponding Company Benefit Plan. (c) Nothing contained in this Agreement or in the Parent Disclosure Schedule, express or implied, shall (i) obligate Parent, the Surviving Corporation or any of their Affiliates to (A) maintain any particular compensation or benefit plan, (B) employ or retain the employment of any particular employee, (ii) be construed to create any third party rights, benefits or remedies of any nature whatsoever in any employee (or any beneficiary or dependent thereof) of the Company or any other Person that is not a party to this Agreement or (iii) constitute an amendment of any Parent Benefit Plan or Company Benefit Plan.

Employee Benefits - General. (ai) During As of the period commencing at Closing Date, except as set forth in Section 7.5(a) or Section 7.5(d), the Effective Time Seller Parties shall retain and ending have sole responsibility and liability, and the Purchaser shall have no responsibility or liability, in respect of any employee who is not a Combined Business Employee for all claims incurred and benefits or compensation earned, or to be earned, under any Employee Plan (including any severance or other termination benefits which become payable to any such individual as a result of or following the transactions contemplated by this Agreement) and any claims or causes of action under Legal Requirements with respect to employment, wages and all other compensation and working condition matters. (ii) Except as provided in Section 7.5(d) and Section 7.5(o), as of the Closing Date, the Purchaser and the Transferred Companies shall: (1) assume and have sole responsibility and liability, and the Sellers shall have no responsibility or liability, in respect of Combined Business Employees for all claims incurred and benefits or compensation earned, or to be earned (whether related to periods before, on or after, the date Closing) under any Employee Plan (including any severance or other termination benefits which is 12 months from become payable to any Combined Business Employees as a result of or following the Effective Time transactions contemplated by this Agreement), any claims or causes of action under Legal Requirements with respect to employment, wages and all other compensation and working condition matters and, for the avoidance of doubt, any liability (including severance or if earlierother termination benefits or claims for such benefits) arising out of the Purchaser’s or a Transferred Company’s termination of employment of any Transferred Company Employee or Transferred Asset Employee on or after the Closing Date (a “Purchaser Termination”) (other than claims relating to actions or events not contemplated by this Agreement which occurred prior to (x) with respect to Transferred Company Employees, the Closing Date and (y) with respect to Transferred Asset Employees, the date of the employee’s termination their commencement of employment with Purchaser and its Affiliates) (and the Purchaser and the Transferred Companies shall indemnify the Seller Parties on a net after-Tax basis for any Acquired Companysuch liabilities and for any costs incurred in contesting or defending any Proceeding relating to any Purchaser Termination); provided, that the Purchaser shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable judicial authority in respect of such claim and may, at its sole option, contest the claim in any permissible manner; and (2) promptly reimburse the Seller Parties and their Affiliates for any compensation and benefit paid to any Eligible Inactive Business Employee who returns to active employment pursuant to Section 7.5(g)(iii) on or after the Closing but prior to his or her Effective Hire Date. Without limiting the foregoing, and for the avoidance of doubt, the Purchaser or the Transferred Companies, shall assume and honor in accordance with its terms, with respect to each Combined Business Employee, any Bonus Plan and any applicable employment letter or offer letter or other compensatory arrangement applicable to such Combined Business Employee, to the extent set forth on Schedule 3.5(a) or Schedule 3.5(i); provided, except as set forth in Section 7.5(k), Parent nothing contained herein shall provide (x) constitute a commitment or obligation on the part of the Purchaser, the Seller Parties, the Transferred Companies or their respective Subsidiaries to continue any such Employee Plan after the Closing Date or (y) prevent any amendment of the foregoing arrangements by the Purchaser or the Transferred Companies to the extent such arrangements may be amended in accordance with their terms. (iii) As of the Closing Date, the Transferred Companies shall cease to be participating employers under each Seller Plan. The Seller Parties shall or shall cause the Company Transferred Companies or its Affiliates their Subsidiaries to providenotify Combined Business Employees that, except as provided in Sections 7.5(d) and 7.5(o), as applicableof their Effective Hire Date (and with respect to former employees of the Transferred Companies, as of the Closing Date), each employee who is employed Combined Business Employees shall cease to accrue any further benefits as active participants and shall have no rights to continue as active participants under the Seller Plans (without derogation of their rights as vested, terminated participants). Any responsibility or liability retained or assumed by an Acquired Company immediately prior the Purchaser, its Subsidiaries and the Transferred Companies in respect of the Seller Plans which are medical plans shall be limited to reimbursement to the Effective Time who remains employed immediately after the Effective Time (“Company Continuing Employee”) with: (i) base salary Seller Parties in respect of premiums, claims or hourly wages which are no less than the base salary benefits and related costs that otherwise would have been charged directly or hourly wages provided by indirectly to the applicable Acquired Company immediately prior to the Effective Time; (ii) target bonus opportunities (excluding equity-based compensation), if any, which are no less than the target bonus opportunities (excluding equity-based compensation) provided by the applicable Acquired Company immediately prior to the Effective Time; (iii) retirement and welfare benefits that are no less favorable employer in the aggregate than those provided by the applicable Acquired Company immediately prior to the Effective Time; and (iv) severance benefits that are no less favorable than the accordance with past practice, plan or policy in effect for such Company Continuing Employee immediately prior to the Effective Time. (biv) With respect to medical benefits provided pursuant to Seller Plans, for any employee benefit plan maintained by Parent Combined Business Employee, the Seller Parties shall retain all Liability for all medical claims incurred before, or incurred pursuant to a course of treatment initiated prior to, the Closing Date, and the Purchaser and its Subsidiaries Affiliates (collectivelyincluding, “Parent Benefit Plans”following the Closing Date, the Transferred Companies) in which any Company Continuing Employees will participate effective as of or after shall have no such Liability, except that the Effective Time, Parent Purchaser shall, or shall cause the Company Transferred Companies to, reimburse the Seller Parties in respect of premiums, claims or benefits and related costs that otherwise would have been charged directly or indirectly to the applicable Subsidiary employer in accordance with past practice. (v) The Purchaser shall, or shall cause the Transferred Companies to, recognize all cause any employee benefit plans in which the Continuing Employees are eligible to participate on or after the Closing Date to take into account for purposes of eligibility, vesting and benefit accrual thereunder (except for benefit accrual under any defined benefit pension plan that a Continuing Employee becomes eligible to participate in on or after the Closing Date, for purposes of qualifying for subsidized retirement benefits or to the extent it would result in a duplication of benefits), service of the Company by such Continuing Employees with the Company Seller Parties or any of their Subsidiaries or with the applicable Subsidiary Transferred Companies as if such service were with Parentthe Purchaser, for vesting and eligibility purposes in any Parent Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Effective Time; provided, however, such service shall not be recognized to the same extent that (x) such recognition would result in a duplication of benefits or (y) such service was not recognized credited under the corresponding Company Benefit Plan. (c) Nothing contained in this Agreement or in the Parent Disclosure Schedule, express or implied, shall (i) obligate Parent, the Surviving Corporation or any of their Affiliates to (A) maintain any particular compensation or benefit plan, (B) employ or retain the employment of any particular employee, (ii) be construed to create any third party rights, benefits or remedies of any nature whatsoever in any employee (or any beneficiary or dependent thereof) a comparable Employee Plan as of the Company or any other Person that is not a party to this Agreement or (iii) constitute an amendment of any Parent Benefit Plan or Company Benefit PlanClosing Date.