Employees and Benefit Plans. (a) As promptly as practicable after the Effective Time as determined in the reasonable discretion of Buyer, Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, the “Company Employees”) with at least the types and levels of employee benefits (including employee contribution levels) comparable in the aggregate to those maintained by Buyer for similarly-situated employees of Buyer. Buyer will treat, and cause its applicable benefit plans to treat, the service of the Company Employees with the Company or any of its Subsidiaries as service rendered to Buyer or any of its Subsidiaries for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation (but not for benefit accrual) under any defined benefit plan (including minimum pension amount) and not for participation in any retiree health plan or executive supplemental retirement plan of Buyer or any of Buyer’s ERISA Affiliates. Without limiting the foregoing, but subject to the terms and conditions of Buyer’s health and similar plans, Buyer shall not treat any employee of the Company or any of its Subsidiaries as a “new” employee for purposes of any exclusions under any health or similar plan of Buyer for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or similar plan of the Company or its Subsidiaries immediately prior to the Effective Time, and any deductibles, co-payments or out-of-pocket expenses paid under any of the Company’s or any of its Subsidiaries’ health plans shall be credited towards deductibles, co-payments or out-of-pocket expenses under Buyer’s health plans upon delivery to Buyer of appropriate documentation.
(b) Notwithstanding anything to the contrary contained herein, Buyer shall have sole discretion with respect to the determination as to whether or when to terminate, merge or continue any employee benefit plans and programs of the Company; provided, however, that Buyer shall continue to maintain such plans (other than stock-based or incentive plans or defined benefit plans) until the employees of the Company and its Subsidiaries are permitted to participate in Buyer’s plans in accordance with Section 6.10(a).
(c) From and after the Effective Time, Buyer agrees to cause the Company and its Subsidiaries to honor and continue to be obligated ...
Employees and Benefit Plans. (a) Following the Effective Time and until the first anniversary of the Closing Date, TopCo shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Company or any of its Subsidiaries immediately before the Effective Time (the “Company Employees”) and who continue employment during such time period with (i) annual base compensation that is no less favorable than the annual base compensation provided to such Company Employees immediately prior to the Effective Time, (ii) severance benefits that are no less favorable than the severance benefits provided to such Company Employees immediately prior to the Effective Time in accordance with the terms of the severance arrangements set forth in Section 5.04(a) of the Company Disclosure Letter and (iii) other compensation and employee benefits that are substantially comparable in the aggregate to the other compensation and employee benefits provided to similarly situated employees of Parent and its Subsidiaries.
(b) Without limiting the generality of Section 5.04(a), from and after the Effective Time, TopCo shall, or shall cause one of its Subsidiaries to, assume, honor and continue all of the employment, severance, retention, termination and change in control plans, agreements or arrangements maintained by the Company or its Subsidiaries in accordance with their respective terms, in each case, as in effect at the Effective Time, including with respect to any payments, benefits or rights arising as a result of the Transactions (either alone or in combination with any other event), without any amendment, modification or termination, other than any amendment, modification or termination permitted under the applicable arrangement or required to comply with applicable Law; provided that, for a period beginning on the Effective Time and ending on the date that is 18 months following the Closing Date, TopCo and its Subsidiaries shall not make any amendment or modification to or terminate the Company severance plans listed in Section 5.04(b) of the Company Disclosure Letter, other than any amendment, modification or termination required to comply with applicable Law.
(c) With respect to all plans maintained by TopCo or its Subsidiaries in which the Company Employees are eligible to participate after the Closing Date (including any vacation, paid time-off and severance plans) for purposes of determining eligibility to participate, level of benefits and vesting, each Company Employee...
Employees and Benefit Plans. (a) The Company does not currently employ and, since January 1, 2020, the Company has not employed, any employees, and no individual who has provided services to the Company since January 1, 2020 would under Applicable Law be characterized as an employee of the Company. Except as set forth in the Statutory Statements, the Company has no Liabilities, obligations, costs, or expenses of any kind or nature attributable in any manner to employees, including, without limitation, any amounts or liabilities owed by the Company under any cost-sharing agreements or related to any Benefit Plan.
(b) None of the following are currently in effect and since January 1, 2020, the Company has not adopted, maintained, sponsored or participated in any pension, welfare, bonus, deferred compensation, incentive compensation, profit sharing, stock, retirement, or other benefit plan or arrangement, or any group term life insurance, group health insurance or group dental plans, for or involving any of its officers, directors, employees, consultants or other representatives.
(c) With respect to each Benefit Plan subject to Title IV of ERISA: (i) none of Company, any of its subsidiaries or any ERISA Affiliate has incurred any obligation for any excise taxes or has incurred any liability or penalty under Title IV of ERISA (other than liability to pay Pension Benefit Guaranty Corporation premiums in the normal course) that has not been satisfied in full and there is no lien on the assets of the Company, any of its subsidiaries or any ERISA Affiliate, and no event has occurred and no circumstance exists or has existed that is reasonably likely to give rise to any such excise tax obligation, liability, penalty or lien; and (ii) since June 1, 2014, (x) no such plan has failed to meet any “minimum funding standards” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, (y) no reportable event within the meaning of ERISA Section 4043 has occurred (other than an event for which timely notice to the PBGC was provided) and the consummation of the transaction contemplated hereby will not result in a reportable event for which a waiver is not available, and (z) no transaction described in ERISA Section 4069 has occurred. The Company shall have no Liabilities or obligations on or after the Closing Date with respect to the QBE The Americas Pension Equity Plan, a pension plan that was maintained by an affiliate of the Company (in which the Company was a par...
Employees and Benefit Plans. (i) Section 3.1(i)(i)(A) of the Disclosure Schedule contains a true and complete list of each Company Benefit Plan and, separately, each material Seller Benefit Plan, identifying each as a Company Benefit Plan or a Seller Benefit Plan. No Benefit Plan is or has ever been subject to Title IV of ERISA. Each Benefit Plan has been, and is, maintained and administered in respect of current or former Employees in all material respects in compliance with the terms thereof and applicable requirements of ERISA, the Code and other Applicable Law. No event has occurred and no condition exists that would reasonably be expected to subject any of the Transferred Companies to any Tax, fine, lien, penalty, or other liability imposed by ERISA or the Code due to the establishment and maintenance of any Benefit Plan. The Transferred Companies and their Subsidiaries do not have any ERISA Affiliate Liability. No Benefit Plan is maintained outside the jurisdiction of the United States, or covers (or has covered) any current or former Employees or service providers of the Transferred Companies who primarily reside or whose services are performed primarily outside the United States.
(ii) There is no pending, or to the Knowledge of Seller, threatened, action, suit, proceeding, hearing or claim relating to any Benefit Plan (other than routine claims for benefits) by or in respect of any current or former Employee. As of the date hereof, no Benefit Plan is subject to any pending, or to the Knowledge of Seller, threatened, audit, investigation, examination, suit, proceeding, hearing or claim by the Internal Revenue Service, the Department of Labor or any other Governmental Entity.
(iii) (A) Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code has timely received a favorable determination letter from the Internal Revenue Service covering all of the provisions applicable to the Benefit Plan for which determination letters are currently available that the Benefit Plan is so qualified and each trust established in connection with any Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the Internal Revenue Service that it is so exempt and (B) no event has occurred or circumstance exists that could reasonably be expected to give rise to disqualification or loss of tax-exempt status, or the imposition of any penalty or liability with respect to the qualified status, ...
Employees and Benefit Plans. (a) Section 5.13(a) of the Seller Disclosure Schedule includes a complete and correct list of all material Company Benefit Plans as of the date hereof. With respect to each such Company Benefit Plan, Seller has delivered or made available to Buyer true, correct and complete copies of (i) each writing constituting such Company Benefit Plan, (ii) the most recent summary plan description for each Company Benefit Plan for which such a summary plan description is required and any subsequent summaries of material modifications, (iii) the most recent favorable determination letter from the IRS with respect to each Company Benefit Plan intended to qualify under Section 401(a) of the Code, (iv) the three most recent annual reports (Form Series 5500), if any, required under ERISA or the Code in connection with each Company Benefit Plan and (v) the most recent actuarial report, as applicable.
(b) Except as disclosed in Section 5.13(b) of the Seller Disclosure Schedule, there are no material claims or disputes pending or, to the Knowledge of Seller, threatened with respect to any Company Benefit Plan or any trusts thereto, other than claims for benefits in the ordinary course of business.
(c) Except as disclosed in Section 5.13(c) of the Seller Disclosure Schedule, or to the extent required by COBRA or other applicable Law, no Company Benefit Plan provides medical, dental or life insurance coverage or any other welfare benefits after termination of employment.
(d) Except as disclosed in Section 5.13(d) of the Seller Disclosure Schedule, none of the Company Benefit Plans is (i) a multiemployer plan within the meaning of Section 3(37) of ERISA or an Employee Benefit Plan that has two or more contributing sponsors, at least two of whom are not under common control, within the meaning of Section 4063 of ERISA, (ii) an Employee Benefit Plan subject to Section 4063 or 4064 of ERISA or Section 413(c) of the Code, (iii) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA, (iv) an Employee Benefit Plan funded by a voluntary employees’ beneficiary association within the meaning of Section 501(c)(9) of the Code, (v) an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA and that is not intended to be qualified under Section 401(a) of the Code or (vi) any other Employee Benefit Plan subject to Section 412 of the Code, Section 430 of the Code or Title IV of ERISA. There does not now exist, nor do any circumstances exist that could...
Employees and Benefit Plans. (a) All employees of the Company Entities as of the day immediately prior to the Closing (the “Company Employees”) shall remain employed by the applicable Company Entity as of the day after the Closing. During the period commencing on the Closing Date and ending on the date which is not less than twelve (12) months after the Closing Date (or if earlier, the effective date of a Company Employee’s termination of employment with the applicable Company Entity), Buyer shall, and shall cause the applicable Company Entities to, provide each Company Employee (except to the extent any such Company Employee agrees otherwise) with: (i) base salary, hourly, and/or piece-rate wages (as applicable) which are no less than the base salary, hourly, and/or piece-rate wages provided by the applicable Company Entity immediately prior to the Closing; (ii) target bonus opportunities (excluding equity-based compensation) and commission opportunities, which in the aggregate are substantially comparable in the aggregate to the target bonus opportunities (excluding equity-based compensation) and commission opportunities provided by the applicable Company Entity immediately prior to the Closing; and (iii) retirement and welfare benefits that are substantially comparable in the aggregate to those (A) provided by the applicable Company Entity immediately prior to the Closing or (B) generally made available to similarly situated employees of Buyer or its Subsidiaries.
(b) Buyer acknowledges that the consummation of the transactions contemplated by this Agreement will constitute a change in control of the Company and each of its Subsidiaries and/or a sale of the Company and each of its Subsidiaries (to the extent such concepts are applicable) for purposes of all employment, severance and similar agreements between the Company and/or its Subsidiaries and any Company Employee. As of and subsequent to the Closing, Buyer shall, or shall cause the Company Entities and/or the appropriate Subsidiaries of Buyer to, use commercially reasonably efforts to: (i) to the extent that it would not result in a duplication of benefits and to the extent that such service was recognized under a similar Company Employee Plan, provide each Company Employee with service credit for purposes of eligibility, participation, vesting and levels of benefits (including vacation accrual but not for benefit accruals under any defined benefit pension plan), under any employee benefit or compensation plan, program or arr...
Employees and Benefit Plans. Since the date of formation of the Company, and as of the date of this Agreement, the Company has not had and does not have any employees. The Company has not sponsored, maintained or contributed to any employee benefit plan within the meaning of Section 3(3) of ERISA or any employee pension benefit plan within the meaning of Section 3(2) of ERISA the Company does not have any liability for life, health, medical or other welfare benefits to present or former employees or beneficiaries or dependents thereof.
Employees and Benefit Plans. MGS has no employees. With respect to its former employees, MGS complied with Applicable Laws relating to employment, civil rights and equal employment opportunities or other employment practices, and MGS has received no notice of any claim before any governmental body brought by or on behalf of any prospective employee, former employee, retiree, labor organization or other representative of employees or any governmental body or, to the knowledge of MGS is any such claim threatened against MGS . MGS has paid in full to all of its former employees all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees.
Employees and Benefit Plans. Section 3.1 (l) of the Seller Disclosure Schedule contains a complete and accurate list of the employees of the Seller and the Seller Parent who devote the majority of their time to performing services in the Water Systems as of the date of this Agreement. All of the employees who devote the majority of their time to servicing the Water Systems or managing the business of the Seller are employees of the Seller Parent or the Seller. The Seller does not have or administer any Benefit Plans as defined in Article VIII. Except as set forth in Schedule 3.1(l) hereto, (i) the Seller is not a party to any collective bargaining agreement or relationship with any labor organization; (ii) no labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition; (iii) no union organizing or decertification efforts are underway or threatened and no other question concerning representation by a labor organization exists; (iv) no labor strike, work stoppage, slowdown, or other material labor dispute has occurred, and none is underway or, threatened; (v) there is no employment-related charge, complaint, grievance, investigation, inquiry or obligation of any kind, pending or threatened internally at the Seller, with any governmental agency, or in any forum, relating to an alleged violation or breach by the Seller (or its officers or directors) of any employment related law, regulation or contract; (vi) there are no employment contracts or severance agreements with any current or former employees of the Seller under which the Seller has any continuing obligation; and (vii) the Seller has implemented any plant closing or layoff of employees notices that are required under the WARN Act.
