Employee Transition Matters. The parties hereto shall address certain matters concerning employees of Group Entities as provided on Exhibit 10.5.
Employee Transition Matters. (a) The employees of USL who accept employment with ERP that is offered to them pursuant to Paragraph 9.1 are referred to in this Paragraph 9.2 as the “Transferred Employees”. As promptly as practicable after the date of this Agreement, ERP will create a plan of the type that is the subject of Sections 401(a) and 401(k) of the Code (the “ERP 401(k) Plan”) and shall take all action necessary and appropriate to extend coverage, effective as of the Merger Date (or as soon after that as is possible), to the Transferred Employees as of the Merger Date. Transferred Employees shall be credited under the ERP 401(k) Plan, for eligibility and vesting purposes, with all their service credited by USL for the purposes of its 401(k) plan. USL shall provide ERP with all such information as is reasonably necessary for ERP to carry out its obligations under the foregoing sentence. ERP further agrees to establish an arrangement under which a Transferred Employee may provide for payroll withholding for the purpose of repaying any loan that is outstanding under the USL 401(k) plan as of the Merger Date.
(b) Promptly after the ERP 401(k) Plan is formed, ERP shall provide USL with an opinion letter from Cxxxxxxx Chance US LLP, or other counsel reasonably acceptable to USL, to the effect that the ERP 401(k) Plan satisfies the requirements for qualification and exemption under Sections 401(a) and 501(a) of the Internal Revenue Code.
(c) As soon as practicable after the Merger Date, ERP shall accept a direct trustee-to-trustee transfer on behalf of the Transferred Employees from the trust maintained under the USL 401(k) plan to the trust under the ERP 401(k) Plan, including cash and participant loans. ERP shall establish accounts in ERP’s 401(k) Plan for the Transferred Employees for all transferred amounts. All account balances that are transferred from the USL 401(k) plan to the ERP 401(k) Plan will be fully vested, and therefore no vesting schedule will apply to those transferred amounts under the ERP 401(k) Plan.
(d) As promptly as practicable after the date of this Agreement, ERP shall create group health, life and disability insurance plans, and shall take all action necessary and appropriate to extend coverage to the Transferred Employees and their eligible dependents under those plans. ERP shall cause such plans that are group health plans (i) to waive all preexisting condition exclusions and waiting periods otherwise applicable to the Transferred Employees and their eligi...
Employee Transition Matters. The Buyer agrees to, or will cause the Company to, continue to employ after Closing, all of the employees of the Company employed immediately prior to the Closing Date (such employees are collectively referred to as “Transitioned Employees”). Subject to the Employment Agreement in the case of the Seller, each such Transitioned Employee shall be employed after the Closing at the same salary levels and vacation time-off received by the Transitioned Employee immediately prior to the Closing Date. Each Transitioned Employee shall be eligible to participate in all of the employee benefit plans provided to similarly situated employees of the Buyer or Buyer’s direct or indirect subsidiaries in accordance with the terms and conditions of such plans. Notwithstanding the above in this Section 7.05, but subject, however, to the Employment Agreement with the Seller, nothing in this Agreement limits the rights of the Company to terminate the employment of any Transitioned Employee at any time after Closing or to eliminate or change the conditions of employment of a Transitioned Employee at any time after the one-year anniversary of the Closing Date, including the amendment or termination of any benefit plans, for any reason that the Company may, in its sole discretion, unilaterally determine and implement. Subject to the terms of the Employment Agreement with Seller, nothing in this Section 7.05 creates or is intended to create any rights in third parties or third party beneficiaries, including, without limitation, any rights to be employed or respecting the terms, conditions and duration of employment.
Employee Transition Matters. (a) The PSA is hereby amended by adding the following as a new Section 6.15:
Employee Transition Matters. The parties shall have the rights and obligations with respect to employee transition matters specified in Schedule 6.15."
(b) The PSA is hereby amended by adding Attachment 2 hereto to the PSA as a new Schedule 6.15.
Section 6. Amendments with respect to Certain Excluded Assets.
(a) The definition of "Excluded Assets" in the PSA is hereby amended by replacing the word "and" immediately prior to "(xv)" with a comma, and adding the following at the end of the definition immediately prior to the period: ", (xvi) scrap material from the January 2003 casualty in the Coker Unit at the Refinery, (xvii) the surplus equipment purcxxxxx by Seller for repairs to the Coker Unit at the Refinery and not used, and (xviii) the valvxx xxat were recently in the possession of LA Valves"
(b) Section 6.11(a) of the PSA is hereby amended by adding the following as a new sentence at the end of such Section: Without limiting the generality of the foregoing, Buyer shall permit Seller to access the Refinery for purposes of removing the Excluded Assets described in items (xvi), (xvii) and (xviii) of the definition of Excluded Assets, and Seller shall remove such Excluded Assets from the Refinery within 45 days after the Closing Date and shall permit Buyer to observe, and shall provide Buyer with 48 hours prior notice of, such removal.
Section 7. Amendments with respect to Assumed Contracts.
(a) The definition of "Assumed Contracts" in the PSA is deleted in its entirety and replaced with the following:
Employee Transition Matters. (a) Buyer shall, or shall cause the Surviving Company to, use commercially reasonable efforts to (i) provide coverage under the employee benefit plans maintained by Buyer or the Surviving Company to the Company’s employees who remain employed on or after the Closing Date, and (ii) grant such employees full credit for the actual length of their respective service with the Company for purposes of participation eligibility, vesting, waiting periods and coverage, if applicable, under such employee benefit plans and with respect to paid time off leave (including, without limitation, vacation time allowed) and severance benefits upon termination (provided that Buyer may cap such termination benefits at an amount equal to seven weeks of a terminated employee’s compensation if such cap is in accordance with Buyer’s policies applying to all of Buyer’s employees).
(b) Buyer shall either cause the Surviving Company to continue in place the Company’s retirement plan (if such plan has not been terminated prior to the Closing) or permit the Company’s employees who remain employed on the Closing Date to rollover their account balances under the Company’s retirement plan (i) to a retirement plan maintained by Buyer to the extent permitted by applicable Law, or (ii) at the election of any such employee, to a self-directed individual retirement account to the extent permitted by applicable Law.
(c) At the Closing, all of the employees of Premier Technology Group will be requested to resign and representatives from Buyer will commence the hiring process with respect to all such employees immediately after the Closing, and Buyer shall either (1) pay all liabilities of Premier Technology Group that arise under the Laws of India as a result of the termination or resignation of such employees or (2) grant such employees full credit for the actual length of their respective service with Premier Technology Group for purposes of participation eligibility, waiting periods and coverage, if applicable, for all benefits available to such employees and as otherwise may be applicable under the Laws of India and pay all costs and expenses of Premier Technology Group that arise under the Laws of India if granting such employees full credit for the actual length of their service does not eliminate all liabilities of Premier Technology Group to such employees that arise under the Laws of India as a result of the termination or resignation of such employees. The Parties agree that $125,000 of...
Employee Transition Matters. Following the Effective Date, VISI will use commercially reasonable efforts, subject to applicable Law and at no cost to VISI or its affiliates, to assist in facilitating the transition of employees of VISI or its affiliates listed on Schedule III who have been given bona fide offers of employment with Maintech or their affiliates and who wish to accept such offers.
Employee Transition Matters. The Buyer agrees to, or will cause the Company to, continue to employ after Closing, all of the employees of the Company employed immediately prior to the Closing Date (such employees are collectively referred to as “Transitioned Employees”). Subject to the Employment Agreements, each such Transitioned Employee shall be employed after the Closing at the same salary levels and vacation time-off received by the Transitioned Employee immediately prior to the Closing Date. Notwithstanding the above in this Section 7.05, but subject, however, to the Employment Agreements with the applicable Seller, nothing in this Agreement limits the rights of the Company to terminate the employment of any Transitioned Employee at any time after Closing or to eliminate or change the conditions of employment of a Transitioned Employee at any time after the one-year anniversary of the Closing Date, including the amendment or termination of any benefit plans, for any reason that the Company may, in its sole discretion, unilaterally determine and implement. Subject to the terms of the Employment Agreements with the applicable Seller, nothing in this Section 7.05 creates or is intended to create any rights in third parties or third party beneficiaries, including, without limitation, any rights to be employed or respecting the terms, conditions and duration of employment.
Employee Transition Matters. (a) From and after the Closing Date, Parent shall, or shall cause the Surviving Corporation, to use commercially reasonable efforts to provide coverage under employee benefit plans maintained by Parent or Surviving Corporation to the Company’s employees who remain employed on the Closing Date. To the extent commercially reasonable and permitted under applicable Law, Parent will endeavor to have (i) deductibles paid by such continuing employees while employed by the Company recognized by Parent’s provider, and (ii) the provider waive any waiting periods, pre-existing conditions and comparable requirements.
(b) Parent shall permit the Company’s employees who remain employed on the Closing Date to roll over in-kind plan loans to the extent that they are part of an eligible rollover distribution from the Annuitynet, Inc. 401K Retirement Plan (the “401(k) Plan”) to a 401(k) plan maintained by Parent or the Surviving Corporation to the extent permitted by the terms of the plans and applicable law; however, neither Parent nor the Surviving Corporation shall in any case be required to amend its 401(k) plan to permit such rollovers.
Employee Transition Matters. From and after the Closing Date, through December 31, 2008, Parent and Intermediate Parent shall cause the Surviving Corporation to keep in place the Employee Benefit Plans maintained by the Company immediately before the Closing. Thereafter, Parent and Intermediate Parent shall, or shall cause the Surviving Corporation, to use commercially reasonable efforts to provide coverage under Employee Benefit Plans maintained by Parent, Intermediate Parent or the Surviving Corporation to the Company’s employees who remain employed on the Closing Date. To the extent commercially reasonable and permitted under applicable Law, Parent and Intermediate Parent will endeavor to have (i) deductibles paid by such continuing employees while employed by the Company recognized by Parent’s provider, and (ii) the provider waive any waiting periods, pre-existing conditions and comparable requirements. Parent and Intermediate Parent shall either continue in place the Company’s retirement plan or permit the Company’s employees who remain employed on the Closing Date to transfer their account balances under the Company’s retirement plan to a retirement plan maintained by Parent or the Surviving Corporation to the extent permitted by the terms of the plans and applicable Law.
