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) From and after the Closing Date, through September 30, 2008, Buyer shall cause the Company to keep in place the Employee Benefit Plans maintained by the Company immediately before the Closing. Thereafter, Buyer shall, or shall cause the Company to, use commercially reasonable efforts to provide coverage under employee benefit plans maintained by Buyer or the Company to the Company’s employees who remain employed on the Closing Date. To the extent commercially reasonable and permitted under applicable Law, Buyer will endeavor to have (i) deductibles paid by such continuing employees while employed by the Company recognized by Buyer’s or the Company’s provider, and (ii) the provider waive any waiting periods, pre-existing conditions and comparable requirements.
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.
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."
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).
Employee Transition Matters. (a) In order to facilitate the transition of the Business to Buyer as contemplated by this Agreement, prior to the Closing, each of Buyer and Seller shall, and shall cause each of their respective Subsidiaries and Representatives to, reasonably cooperate and coordinate with the other party with respect to (i) communications to Employees and third parties regarding the Transactions and (ii) the prompt and efficient transition of the Business to Buyer, in each case to the extent not in violation of applicable Laws.
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.
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) From and after the Closing Date, through December 31, 2007, Parent shall cause the surviving corporation to keep in place the employee benefit plans maintained by the Company immediately before the Closing. Thereafter, 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.
