Employee Relations and Benefits. (a) The Parties intend that there shall be continuity of employment with respect to all Business Employees as follows:
(i) Automatic Transferred Employees shall not be terminated upon Closing and the rights, powers, duties, liabilities and obligations of Seller (or the relevant Subsidiary of Seller) to the employees in respect of the material terms of employment with the employees in force immediately before Closing shall be transferred to Purchaser in accordance with local employment Laws.
(ii) For non-Automatic Transferred Employees, Purchaser shall offer employment to each Business Employee effective on the Closing Date, each such offer to be at the same general location and substantially the same terms and conditions of employment, including (A) the same or superior base salary or base wage rate, (B) substantially the same position, and (C) cash bonus and other non-equity based incentive compensation opportunities substantially similar in the aggregate as those provided to such employees by Seller or its Subsidiaries immediately prior to the Closing Date (unless otherwise required by local Law, in which case such offer shall comply with local law) (the “Current Employment Terms”). Notwithstanding anything to the contrary, all offers pursuant to this Section 6.6(a)(ii) to employees in jurisdictions outside the United States will be on such terms as are necessary to avoid giving rise to any severance or similar Liabilities of Seller and its Subsidiaries as a result of any requirements of applicable local Law.
(iii) Seller Parent shall not, and shall cause its Subsidiaries not to (and shall not encourage or assist its Affiliates to), engage in any activity intended to discourage any Business Employee from accepting an offer of employment from Purchaser and/or one of its Subsidiaries, and Seller Parent shall not, and shall cause its Subsidiaries not to (and shall not encourage or assist its Affiliates to), offer employment with any business of Seller Parent or any of its Subsidiaries or Affiliates (other than the Business) after the date hereof and prior to the Closing Date (other than Business Employees who have applied for a position with Seller Parent or one of its Subsidiaries or Affiliates outside the Business prior to the date hereof; provided, however, that Seller Parent and its Subsidiaries shall be permitted to take any action they are legally required to take in order to comply with local employment Laws.
(iv) Those employees who are transferred ...
Employee Relations and Benefits. (a) The parties hereto intend that there shall be continuity of employment for all CDG employees listed on Schedule 5.1
(a) (i) ("CDG EMPLOYEES"). Buyer will be responsible for the payment of all severance benefits, if any, consistent with severance practices set forth on Schedule 5.1(a)(ii), and other costs related to any termination of the CDG Employees by Buyer on or after the Closing Date. CDG Employees who are employed by CDG at Closing shall be referred to as "TRANSFERRED EMPLOYEES."
(b) As of the Closing Date, each Transferred Employee shall participate in employee benefit plans, agreements, programs, policies and arrangements of Buyer that are no less favorable in the aggregate than those that cover similarly situated employees of Buyer ("BUYER PLANS"). Notwithstanding the above, with respect to medical and dental welfare benefits, Transferred Employees will continue to receive coverage under CP's medical and dental plans from the Closing Date through the end of the calendar month in which the Closing Date occurs, with respect to claims incurred during such period. On the first day of the calendar month immediately following the Closing Date, Transferred Employees shall participate in Buyer's medical and dental plans, and such plans shall be responsible for any claims thereafter.
(c) CP shall or shall cause the applicable plan to retain responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred by such employees or their covered dependents subject to and in accordance with the terms of the applicable plan for payment of such expenses and benefits prior to the Closing Date. Expenses and benefits with respect to claims incurred by Transferred Employees or their covered dependents on or after the Closing Date shall be the responsibility of Buyer. For purposes of this paragraph, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs, in the case of long-term disability benefits, when the disability occurs and, in the case of a hospital stay, when the employee first enters the hospital.
(d) With respect to any Buyer Plan that is a "welfare benefit plan" (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) or any Buyer Plan that would be a "welfare benefit plan" (as defined in Section 3(...
Employee Relations and Benefits. Section 6.14
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”). For a period from the Closing Date to December 31, 2007, Buyer shall cause the Surviving Corporation to provide employee benefits to the Transferred Employees that are comparable to the types of employee benefits provided by the Company to its active employees immediately prior to the Closing Date. 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 benefits accrual). To the extent any Transferred Employee has satisfied any deductible or co-payments 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.
(b) Buyer shall ensure that the Surviving Corporation shall recognize vested but unused paid vacation and other paid leave accrued by a Transferred Employee as of the Effective Time in accordance with the Company’s current policies. Prior to the Effective Time, the Company shall confirm in writing to Buyer the amount of accrued and unpaid days of vacation and other paid leave applicable to such Transferred Employee.
(c) Buyer, Merger Sub, and the Company do not intend this Agreement to create any rights or interests, except as among Buyer, Merger Sub, and the Company, and no present, former or future employee of Buyer, Merger Sub, or the Company shall be treated as a third party beneficiary by, in or under this Agreement or any related document
Employee Relations and Benefits. (a) The parties hereto intend that there shall be continuity of employment with respect to all employees of CAT (the "CAT EMPLOYEES"). CP will submit a list of all dedicated Arrow corporate employees in the sales, marketing, product development, operations, merchandise and administrative areas in its New York office and all dedicated Arrow corporate employees in the Hong Kong and Smyrna, Georgia offices, excluding employees in the human resources and MIS departments ("CORPORATE EMPLOYEES"), and all U.S. Arrow Factory Stores employees ("U.S. AFS EMPLOYEES" and, together with the Corporate Employees, the "CP EMPLOYEES") to Buyer on the date hereof and at least fifteen (15) business days prior to the Closing Date. At any time prior to the Closing Date, Buyer may notify CP of any CP Employee that Buyer would not intend to hire on or after the Closing Date; PROVIDED, HOWEVER, that such notice shall be given no later than the Monday which is at least five business days prior to the Closing Date. Commencing on or prior to the Closing Date, on each Monday after the Closing Date and through sixty (60) days following the Closing Date (the "CONTINGENT PERIOD"), Buyer will provide CP with a list of all CP Employees it does not wish to hire and whose services Buyer will no longer need as of the end of such week. The CP Employees that Buyer does not hire are referred to herein as the "NON-
Employee Relations and Benefits. 48 6.1 Pre-Closing Conduct; Other Liabilities ................................. 48 7 Termination ............................................................ 51 7.1 General ................................................................ 52 7.2 Obligations in Event of Termination .................................... 52
Employee Relations and Benefits. 52 Section 5.10 Employee Consultation...........................................56 Section 5.11
Employee Relations and Benefits. (a) Conduct Prior to Closing Date. Xxxxxx and its Subsidiaries shall be under no obligation to terminate any Business Employee; provided, however, that the Decorative Products Companies shall be under no obligation to maintain employment of any Business Employee following the Closing Date by virtue of any provision of this Agreement.
Employee Relations and Benefits. (a) Schedule 2.1.9 (a) sets forth a true and complete list of the names and base salaries of all employees of Seller involved in the operation of the Business (the “Employees”). Except as set forth on Schedule 2.1.9 (a), Seller: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries, and other payments to employees, (ii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental body, with respect to unemployment compensation benefits, social security, or other benefits or obligations for employees. No individual who is an independent contractor of Seller should have been treated as an employee of it for any tax (including but not limited to income, Social Security, unemployment or disability taxes) or other purposes. All Company employees are legally authorized to work for Seller in the United States and Schedule 2.1.9 (a) sets forth the names and details of all employees of Seller who are working in the United States under a visa (including type of visa and expiration date). Seller has paid in full all employee compensation that has accrued as of Closing (including without limitation all incentive compensation, bonuses and commissions) other than employee compensation included in the Financial Statements. All accrued but unused vacation and sick days of employees have been included as a liability on the Financial Statements and have been set forth in Schedule 2.1.9
(a) No employee of Seller has left the employment of Seller during the last sixty days and there is no person who is presently receiving COBRA benefits in connection with employment by Seller.
(b) Schedule 2.1.9 (b) lists each “employee benefit plan” (as such term is defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) § 3(3)) and any other material employee benefit plan, program or arrangement of any kind (collectively, “Employee Benefit Plan”) that Seller maintains or to which Seller contributes or has any obligation to contribute.
(i) Each such Employee Benefit Plan (and each related trust, insurance contract, or fund) has been maintained, funded and administered in accordance with the terms of such Employee Benefit Plan and complies in form and in operation in all material respects with the applica...
Employee Relations and Benefits. 31 6.1. Employment . . . . . . . . . . . . . . . . . . . . . . . . . 31 6.2. Effective Time . . . . . . . . . . . . . . . . . . . . . . . 31 6.3.
