Employee Matters Covenants Sample Clauses

Employee Matters Covenants. 6.1 Treatment of Transferred Employees 66 6.2 WARN and Corresponding State Laws 69 6.3 Transfer of Business Employee Plans and Non-U.S. Business Employee Plans 69 6.4 Unused Vacation, Sick Leave and Personal Time 69 6.5 Workers’ Compensation 69 6.6 Defined Contribution Pension Plan 70 6.7 2012 Cash Performance Awards 70 6.8 2012 Annual Bonus Awards 71 6.9 Treatment of Parent Equity Awards 71 6.10 Withdrawal from Benefit Plans 71 6.11 Supplemental 401(k) Plan 72 6.12 Deferred Compensation Plan 73 6.13 Noticed Business Employees 73 6.14 No Third-Party Beneficiaries 74 7.1 Section 338 Elections 74 7.2 Tax Indemnification by Parent 75 7.3 Tax Indemnification by Purchaser 75 7.4 Straddle Periods 76 7.5 Tax Returns 76 7.6 Certain Tax Benefits, Refunds, Credits and Carrybacks 78 7.7 Tax Contests 79 7.8 Cooperation and Exchange of Information 80 7.9 Tax Sharing Agreements 81 7.10 Tax Treatment of Payments 81 7.11 Certain Tax Elections 81 7.12 Additional Post-Closing Tax Covenant 81 7.13 Transfer Taxes 81 7.14 Timing of Payments 82 7.15 Survival; Tax Matters Coordination 82 8.1 Conditions to Obligation of Each Party to Close 82 8.2 Conditions to Purchaser’s Obligation to Close 83 8.3 Conditions to Sellers’ Obligation to Close 83 8.4 Conditions to Deferred Closings 84 8.5 Frustration of Closing Conditions 84
Sample 1
AutoNDA by SimpleDocs
Employee Matters Covenants. 12.1 General 12.2 Welfare Plans 12.3 Severance Benefit
Sample 1
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...
Sample 1
Employee Matters Covenants. 48 12.1 General...............................................48 12.2
Sample 1
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.
Sample 1
AutoNDA by SimpleDocs
Employee Matters Covenants. Section 6.01 Offers of Employment; Transfers of Employment 65 Section 6.02 Compensation and Benefits 67 Section 6.03 Health Coverage 68 Section 6.04 Severance 68 Section 6.05 WARN 68 Section 6.06 Accrued Vacation and Sick Leave 68 Section 6.07 COBRA 69 Section 6.08 401(k) Plan 69 Section 6.09 Flexible Spending Accounts 69 Section 6.10 Allocation of Liabilities 70 Section 6.11 Post-Closing Transaction Bonuses 70 Section 6.12 W-2 Matters 71 Section 6.13 Treatment of International Business Employees 71 Section 6.14 Employee Communications 71 Section 6.15 No Third-Party Beneficiaries 71 Section 6.16 Certain Notifications 72
Sample 1
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!