Employee Relations and Benefits. (a) The Parties intend that there shall be continuity of employment with respect to all Business Employees as follows:
Employee Relations and Benefits. (a) Purchaser shall use its Commercially Reasonable Efforts to offer employment to each Business Employee other than an Identified Business Employee (the “Offer Employees”) as soon as reasonably practicable and in any event within one hundred and twenty (120) calendar days following the Closing Date. Prior to the Closing, Purchaser will offer employment to Identified Business Employees to be effective as of the Closing Date. With respect to each Offer Employee, Purchaser shall provide, for at least twelve (12) months after the Closing Date, (i) employment at a location that is no more than 30 (thirty) miles from the principal work location at which such Offer Employee was employed immediately prior to the Closing, (ii) base salaries or base wages that are no less favorable than the base salaries or base wages provided to the Offer Employees by the Company and its Subsidiaries as of immediately prior to the Closing Date, (iii) bonus and other incentive compensation opportunities (excluding retention or transaction bonuses) that are no less favorable in the aggregate to those in effect for such Offer Employee immediately prior to the Closing (unless otherwise required by local Law, in which case such offer shall comply with local Law) and (iv) severance entitlements that are no less favorable to the severance entitlements provided by Purchaser to its employees as of immediately prior to the Closing Date. The Parties agree that the foregoing does not require Purchaser to provide equity-settled or equity-linked compensation to any Transferred Employee (such that Purchaser may meet the obligations set forth in this Section 6.08(a) in the absence of any equity-based or equity-linked compensation, so long as the comparability standard is otherwise met). Offer Employees and Identified Business Employee who accept the offer of employment from Purchaser or one of its Subsidiaries and who commence employment with Purchaser or one of its Subsidiaries on the Employment Commencement Date (or, for those on vacation or other approved leave of absence with a legal right to return to employment, immediately upon their return to active work) shall be referred to herein as “Transferred Employees.”
Employee Relations and Benefits. 10 ARTICLE 6.
Employee Relations and Benefits. 5.1 Pre-
Employee Relations and Benefits. 60 6.7 Pro Forma Transactions; Intercompany Transactions............................................ 85 6.8
Employee Relations and Benefits. (a) Employees of the Company immediately before the Effective Time shall become employees of the Surviving Corporation at the Effective Time (“Transferred Employees”). Each plan, program, policy, and arrangement covering employees of the Surviving Corporation shall credit each Transferred Employee’s length of service with the Company for purposes of determining eligibility to participate and vesting (but not for benefit accrual). To the extent any Transferred Employee has satisfied any deductible or co-payments Table of Contents under a Benefit Plan for the current plan year, such Transferred Employee shall be credited for such payment under the employee benefit plan, program, policy, or arrangement of Buyer or the Surviving Corporation, if any, that most closely resembles the Benefit Plan under which the deductible or co-payment was paid.
Employee Relations and Benefits. (a) It is understood by the parties hereto that the employment of the employees of the Companies and their Subsidiaries shall continue immediately following the Closing uninterrupted by the transactions contemplated by this Agreement on substantially similar terms and conditions in the aggregate as prior to the Closing except as otherwise provided in this Section 6.13(a), except for such employees of FCR and their Subsidiaries listed in Section 6.13(a)(i) of the Seller Disclosure Letter who are operating in the Franchise Territory and who shall be transferred by Casella to become employees of Casella or any of its other Affiliates prior to the Closing (the “Retained Employees”). Prior to the Closing, Purchaser shall, or shall cause its controlled Affiliates to, offer at-will employment to the employees listed on Section 6.13(a)(ii) of the Seller Disclosure Letter (the “Business Employees”), and the employment by Casella or its Subsidiaries of any such Business Employee who shall have accepted such offer of employment shall terminate effective as of the Closing Date and commence with Purchaser as of the Closing Date (any such Business Employee who are offered and commence employment with the Purchaser or its controlled Affiliates on the Closing Date, a “Transferred Employee,” and all such employees, collectively, the “Transferred Employees”). Effective on the Closing Date, Casella and any applicable Subsidiary of Casella hereby waives and releases any non-compete or other restrictions which would prevent any Business Employee from accepting such employment offer from, and/or performing duties with any Person; provided however that any restrictions contained in any employment agreement with such Business Employee shall survive other than any non-competition provision therein, which shall be terminated and replaced by the noncompete provisions in the form of Exhibit X. Xxxxxxx shall also provide such waiver in a separate form satisfactory to Purchaser to be provided to such Business Employee, which shall expressly release such Business Employee from any obligations they may have to Casella in order allow them to accept an employment offer from and/or perform duties with, Purchaser (or a controlled Affiliate of Purchaser, as applicable), or to a successor to Purchaser or controlled Affiliate of Purchaser. Except as otherwise expressly provided herein, Casella shall retain responsibility for the payment of any employee benefits or entitlements pursuant to any E...
Employee Relations and Benefits. (a) Immediately prior to the Closing, the Company shall pay to Management in immediately available U.S. federal funds the Management Incentive Payment. Seller shall be responsible for all Tax, withholding, reporting, accounting and other obligations associated with the Management Incentive Payment and except as provided in Section 3.5, the Buying Parties shall have no responsibility therefor.
Employee Relations and Benefits. (a) On or prior to the date 60 calendar days after the date hereof, Purchaser shall deliver to Seller a list of the names of the Business Employees (as such list may be subsequently updated by Seller to reflect new hires, terminations or other personnel changes occurring between the date hereof and the Closing Date) who will receive an offer of employment from Purchaser in accordance with Section 5.7(b).
Employee Relations and Benefits. (a) Except as otherwise set forth in this Section 6.10, Seller Parent and its Affiliates shall retain sponsorship of, and shall retain and indemnify and hold harmless Buyer and its Affiliates against, all Liabilities under, the Benefit Plans, whether arising before, on or after the Closing, and Buyer and its Affiliates shall not assume sponsorship of, contribute to or maintain, or have any Liability with respect to, the Benefit Plans.
