Employee Matters Covenants. Section 6.1 Continuation of Employment 73 Section 6.2 Terms and Conditions of Employment 73 Section 6.3 Service Credit 74 Section 6.4 Health Coverages 75 Section 6.5 Accrued Vacation, Sick Leave and Personal Time 75 Section 6.6 Cash Incentive Compensation 75 Section 6.7 Collective Bargaining Agreements 76 Section 6.8 Labor Consultations 76 Section 6.9 Seller Benefit Plans; Transferred Entity Benefit Plans 76 Section 6.10 No Third Party Beneficiaries 77 Section 6.11 Privacy Matters 77 Section 6.12 Subject Jurisdiction Put Option 78 Section 6.13 Financing Cooperation 82 Section 7.1 Tax Returns 84 Section 7.2 Tax Contests 84 Section 7.3 Cooperation and Exchange of Information 85 Section 7.4 Tax Sharing Agreements 85 Section 7.5 Tax Treatment of Payments 85 Section 7.6 Certain Tax Elections 86 Section 7.7 Additional Post-Closing Tax Covenant 86 Section 7.8 Transfer Taxes 86 Section 7.9 Withholding Rights 87 Section 7.10 VAT 87 Section 7.11 Tax Treatment of Transactions 87 Section 7.12 Allocation of Purchase Price 87 Section 7.13 Straddle Periods 88 Section 8.1 Conditions to Obligation of Each Party to Close 88 Section 8.2 Conditions to Purchaser’s Obligation to Close 88 Section 8.3 Conditions to Parent’s, the Seller’s and the Company’s Obligation to Close 89 Section 8.4 Frustration of Closing Conditions 89
Employee Matters Covenants. Section 6.1 Transfer of Business Employees 72 Section 6.2 Terms and Conditions of Employment 73 Section 6.3 Service Credit 74 Section 6.4 Health Coverages 74 Section 6.5 Welfare Plans 75 Section 6.6 Severance and Other Termination Liabilities 75 Section 6.7 Accrued Vacation, Sick Leave and Personal Time 75 Section 6.8 Cash Incentive Compensation 75 Section 6.9 Retention Agreements 76 Section 6.10 Deferred Compensation 76 Section 6.11 U.S. Defined Contribution Plans 77 Section 6.12 Immigration Compliance 77 Section 6.13 Communications 77 Section 6.14 Collective Bargaining Agreements 77 Section 6.15 Labor Consultations 77 Section 6.16 Seller Benefit Plans; Transferred Entity Benefit Plans; Other Employee-Related Liabilities 78 Section 6.17 No Third Party Beneficiaries 78 Section 7.1 Purchase Price Allocation 78 Section 7.2 Section 338 Elections; Other Elections 80 Section 7.3 Cooperation and Exchange of Information 81 Section 7.4 Tax Sharing Agreements 81 Section 7.5 Tax Treatment of Payments 81 Section 7.6 Transfer Taxes 81 Section 7.7 Straddle Periods 82 Section 7.8 Withholding 82 Section 8.1 Conditions to Obligation of Each Party to Close 83 Section 8.2 Conditions to Purchaser’s Obligation to Close 83 Section 8.3 Conditions to Parent’s Obligation to Close 84
Employee Matters Covenants. (a) Each Employee who remains so employed as of and following the Closing is referred to herein as a “Continuing Employee.”
(b) For a period of 90 days following the Closing, (i) Buyer shall, or shall cause the Company to, provide to Continuing Employees base salaries or hourly wage levels and paid time Stock Purchase Agreement – Averna/Xxxxxxx Electronics 41 off benefits that are no less favorable than the base salaries or hourly wage levels and paid time off benefits provided to Continuing Employees immediately prior to the Closing and (ii) Buyer shall use commercially reasonably efforts, or shall cause the Company to use commercially reasonable efforts, to (i) provide to Continuing Employees employee welfare and retirement benefits that are as consistent as possible with the benefits provided to the Continuing Employees immediately prior to the Closing; (ii) to the extent permissible by Law and under Buxxx’s employee welfare and retirement benefit plans, waive all waiting periods and not deny Continuing Employees coverage on the basis of pre-existing conditions and (iii) to the extent permissible by Law and under Buyer’s employee welfare and retirement benefit plans, credit such Continuing Employees for any co-payments, co-insurance, deductibles and out-of-pocket expenses paid under Sexxxx'x plans in the year of initial participation in the Buyer plans.
(c) For purposes of eligibility and vesting under the employee benefit plans of Buyer, and to the extent consistent with applicable Laws and the terms of such employee benefit plans of Buyer, Buyer shall credit each Continuing Employee with their years of service with the Company, the Subsidiaries and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing.
(d) Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 6.2 shall (i) create any third party rights, including without limitation a right to continued employment, in any current or former employee or other service provider of the Company or the Subsidiaries or Affiliates (or any beneficiaries or dependents thereof). (ii) constitute or be deemed to constitute an amendment to any employee benefit plan sponsored or maintained by Seller, Buyer, the Company or its Subsidiaries, or (iii) subject to compliance with the other provisions of this Section 6.2, alter or limit Buyer's ability amend, modify or terminate any specific employee benefit plan, program, ag...
Employee Matters Covenants. (a) In accordance with the relevant provisions of the Transition Services Agreement, Purchaser shall extend offers of employment (each such offer, a “Purchaser Offer”) to each of the Business Employees (excluding the Retained Employees) set forth in Section 6.3 of the Disclosure Schedules, which shall include salary and terms that are reasonably comparable, on an aggregate basis, to the salary and terms provided to other, similarly situated employees of Purchaser.
(b) Except as set forth in the Transition Services Agreement, Purchaser shall not adopt, become a sponsoring employer of, or have any obligations under or with respect to any Employee Plan, and Seller shall be solely responsible for any and all liabilities and obligations that have been incurred or may be incurred under or in connection with any Employee Plan.
Employee Matters Covenants. 12.1 General 12.2 Welfare Plans 12.3 Severance Benefit
Employee Matters Covenants. 48 12.1 General...............................................48 12.2
Employee Matters Covenants. 55 6.1 Compensation and Employee Benefits 56 6.2 Benefit Plan Assets and Liabilities Generally 57
Employee Matters Covenants. 6.1 Transfer of Employees 44 6.2 Compensation and Employee Benefits 45 6.3 Transferred Entity Benefit Plans 47 6.4 Defined Benefit Pension Plans 47 6.5 U.S. Defined Contribution Plans 49 6.6 International Defined Contribution Plans 50 6.7 Deferred Compensation Plans 51 6.8 Equity Compensation 52
Employee Matters Covenants. 6.1 Treatment of Business Employees 66 6.2 Health Coverages 66 6.3 Severance 67 6.4 WARN and Corresponding State Laws 67 6.5 Accrued Vacation, Sick Leave and Personal Time 67 6.6 Disability Benefits 68 6.7 Seller Benefit Plans 68 6.8 401(k) Plan 69 6.9 Flexible Spending Accounts 69 6.10 Post-Retirement Welfare Benefits 70 6.11 Collective Bargaining Agreements with Respect to International Business Employees 70 6.12 Information Sharing; W-2 Matters 70 6.13 Transferred Company Benefit Plans 70 6.14 Treatment of International Business Employees 70 6.15 Retention Letters 71 6.16 UK DB Plan 71 6.17 No Plan Amendment/Third Party Beneficiary 72
Employee Matters Covenants. 6.1 Treatment of Transferred Employees 65 6.2 WARN and Corresponding State Laws 65 6.3 Unused Vacation, Sick Leave and Personal Time 67 6.4 Workers’ Compensation 67 6.5 Defined Contribution Pension Plan 67 6.6 Flexible Spending Accounts 67 6.7 Collective Bargaining Agreement 68 6.8 Defined Benefit Plans. 68 6.9 Employment Confirmation 69 6.10 Annual Bonuses 70 6.11 Seller Equity Awards 70 6.12 Employee Services to Seller 70 6.13 No Third-Party Beneficiaries 70
