Employee Matters. (a) For the period immediately following the Acceptance Time through December 31, 2013, Parent shall, or shall cause the Surviving Entity to, (i) provide to each individual actively employed by the Company or one of its Subsidiaries as of the Acceptance Time who continues as an employee of the Surviving Entity (excluding any employee covered under the terms of a collective bargaining agreement) (collectively, the “Covered Employees”) with at least the same level of base salary or base wages and on substantially the same terms and conditions as provided to such Covered Employee immediately prior to the Acceptance Time and (ii) except as set forth in Section 6.08(a) of Company Disclosure Schedule, provide each Covered Employee with employee benefits and annual bonus opportunities that in the aggregate are substantially similar to the employee benefits (excluding any equity-based plans or change in control severance, retention or other benefits with respect to a transaction occurring after the Closing Date (it being understood that nothing in this Section 6.08(a) is intended to address or affect whether any such change in control severance, retention or other benefits may be payable pursuant to any existing commitment or obligation that continues in effect after the Closing)) and annual target bonus opportunities provided to such Covered Employee under the Company Benefit Plans as in effect immediately prior to the Acceptance Time. Notwithstanding the foregoing, nothing contained in this Section 6.08(a) shall (i) prevent the amendment or termination of any Company Benefit Plan in accordance with its terms, or interfere with the right or obligation of Parent or the Surviving Entity to make such changes as are necessary to conform with applicable Law or (ii) limit the right of Parent or the Surviving Entity to terminate the employment of any employee at any time.
Employee Matters. There is no strike or work stoppage in existence or threatened involving Company or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect.
Employee Matters. (a) From and after the Closing until (i) December 31, 2019 if the Closing occurs on or before June 30, 2019 or (ii) otherwise, the nine (9) month anniversary of the Closing, the OpCo Buyer shall, or shall cause the Company or any Company Subsidiary, as applicable to, provide to each Employee who remains employed by the Company or any Company Subsidiary with a base salary, annual cash bonus opportunity, and other employee benefits that are not less favorable in the aggregate than the base salary, annual cash bonus opportunity, and other employee benefits made available to each such Employee immediately prior to the Closing Date; provided, however, that nothing herein shall preclude the OpCo Buyer, the Company, any Company Subsidiary, or any of their respective Affiliates, from terminating the employment of any employee at any time on or after the Closing; and provided, further, that the OpCo Buyer shall, or shall cause the Company and each Company Subsidiary to, continue to recognize the labor organization that represents any of its Employees and to assume and comply with the terms of any collective bargaining agreement or other agreement applicable to such Employees, but in each case only to the extent listed in Section 3.16(a) of the Seller Disclosure Letter. Further, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, provide to each Employee who suffers a termination of employment during such period under the circumstances establishing such Employee’s severance eligibility pursuant to the Buyer Severance Plan, or any applicable individual employment, severance or separation agreement in effect as of immediately prior to the Closing and listed in Section 3.15(a) of the Seller Disclosure Letter (each, a “Company Severance Plan”), with severance payments and benefits no less favorable than those provided in such applicable Company Severance Plan. During such period, for purposes of establishing an Employee’s severance eligibility pursuant to the Buyer Severance Plan, the OpCo Buyer shall, or shall cause the Company or the applicable Company Subsidiary to, recognize the following termination of employment as an “eligible termination” or a “circumstance that the Company finds warrants providing pay or benefits” (each within the meaning of the Buyer Severance Plan): an involuntary termination of such Employee’s employment by the Company or the applicable Company Subsidiary that occurs within twelve (12) months following t...
Employee Matters. 16 Section 3.12
Employee Matters. (a) On the Closing Date, Buyer shall offer employment to those employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred ...
Employee Matters. (i) Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are...
Employee Matters. (a) Parent shall, or shall cause the Surviving Corporation or its Subsidiaries, to ensure that, as of the Effective Time, each Continuing Employee receives full credit for all purposes for service with the Company or any of its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) under the comparable employee benefit plans, programs and policies of Parent, the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, in which such employee is eligible to participate for purposes of eligibility to participate, entitlement to benefits, vesting and determination of level of benefits; provided, that such credit shall not be provided (i) to the extent that such credit would result in a duplication of benefits, (ii) to the extent that such credit was not recognized under the comparable Plan of the Company or its Subsidiaries prior to the Effective Time or if there was not comparable Plan in place prior to the Effective Time, or (iii) with respect to benefit accruals. With respect to each health or other welfare benefit plan maintained by Parent or the Surviving Corporation or any Affiliate of the Surviving Corporation, as applicable, for the benefit of any Continuing Employees, Parent shall use commercially reasonable efforts to, (i) cause to be waived any waiting period requirements, insurability requirements and the application of any pre-existing condition limitations under such plan to the extent that such requirements and limitations were satisfied or waived under a comparable Plan immediately prior to the Effective Time, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year in which such participation commences for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent, the Surviving Corporation or such Affiliate, as applicable, for such plan year.
Employee Matters. 27 5.9 Solvency ......................................................................................28
Employee Matters. (a) On or before the Closing Date, Buyer will give offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with the Buyer and its Affiliates from the Closing Date), Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to that in effect as of October 27, 2017 as previously disclosed to Buyer. Buyer shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of Buyer. All offers of employment made by Buyer pursuant to this Section 6.08(a) will be conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such Person who becomes employed by Buyer pursuant to this Section 6.08(a) is referred to herein as a “Transferred Employee.” Employment with Buyer shall be effective as of the Effective Time for all Transferred Employees (except as described below). Notwithstanding the foregoing, Buyer shall not be required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that an employee is a Non-Offer Employee, Buyer will promptly notify the Seller that such Non-Offer Employee will not be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but e...
Employee Matters. SECTION 6.01.
