Employees and Employee Benefits. (a) Neither the Purchaser nor any Affiliate of the Purchaser shall have any obligation to hire or make offers of employment to any Employee or to assume any liabilities or obligations related to any Employee Plans. However, the Seller agrees that the Purchaser or an Affiliate of the Purchaser may offer employment to any Employee on such terms and conditions as determined by the Purchaser or an Affiliate of the Purchaser with such employment commencing immediately following the Closing Date. To that end, within ten (10) days after execution of this Agreement, the Seller shall provide the Purchaser with a list of all Employees and their job titles, compensation and benefits; provided, that the Purchaser shall not disclose such information to any third party other than an Affiliate of the Purchaser or a third party engaged by the Purchaser or an Affiliate of the Purchaser to assist in employment or employee benefit matters. The Purchaser or an Affiliate of the Purchaser shall have reasonable access to the Facility, and all Employees shall be made available to the Purchaser or an Affiliate of the Purchaser for the purpose of conducting employment interviews with Employees. The Purchaser or an Affiliate of the Purchaser shall conduct the interviews as expeditiously as possible prior to the Closing Date. Access and availability shall be provided by the Seller and the Project Company upon reasonable prior notice by the Purchaser during normal business hours. At least fifteen (15) days prior to the scheduled Closing Date, the Purchaser shall provide the Seller with a list of Employees (the “Listed Employees”) to whom the Purchaser or an Affiliate of the Purchaser intends to make offers of employment with such offers to be contingent on (i) the Closing, and (ii) the standard hiring requirements or conditions of the Purchaser or an Affiliate of Purchaser, including completion of background checks and drug tests. Nothing herein shall be deemed to require the Purchaser or any Affiliate of the Purchaser to hire any Employee or to continue the employment of or provide any particular level of compensation or benefits to any Listed Employee actually hired by the Purchaser or any Affiliate of the Purchaser. The Purchaser and its Affiliates shall indemnify and hold harmless the Seller and its Affiliates and their officers, directors, employees and shareholders in connection with any Liability or Loss arising from the decision of the Purchaser or any of its Affiliates to hir...
Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers shall terminate all employees of the Business who are actively at work on the Closing Date, and, a Buyer shall offer employment, on an “at will” basis, to any or all of such employees.
Employees and Employee Benefits. (a) Except for the individuals set forth on Schedule 5.9(a) of the Disclosure Schedules, at the Closing, all employees of the Business, including, without limitation, all employees of the Business employed outside the United States and any employees on an approved leave of absence set forth on Schedule 2.3(a) of the Disclosure Schedules, but excluding employees receiving short-term disability as of the Closing, (each such person, an "OFFEREE") shall become employees of Buyer Group effective as of the Closing; provided, however, that such employees receiving short-term disability as of the Closing shall become Offerees upon eligibility to return to work and shall become Continuing Employees if and when they commence employment with Buyer Group. All Offerees accepting employment with Buyer Group are referred to herein as the "CONTINUING EMPLOYEES". Such initial employment with Buyer Group shall provide, on an individual basis (i) at least an equal salary, and (ii) total benefits and other compensation in the aggregate of substantially equivalent value as was provided by Seller to such Continuing Employees or Offeree prior to the Closing, and (iii) substantially similar job responsibilities as the Continuing Employee or Offeree held prior to the Closing with Seller (collectively "QUALIFYING CONDITIONS"). If (i) Buyer Group fails to provide an Offeree with employment on Qualifying Conditions as described in this Section 2.3(a) and such Offeree declines such employment with the Buyer Group or (ii) a Continuing Employee is terminated by Buyer Group within twelve (12) months of the Closing Date, then Buyer Group shall promptly pay severance to such individual under the terms set forth in Schedule N. If any Continuing Employee commences employment with the Buyer Group with employment terms on Qualifying Conditions, then, in the event that the Buyer Group shall subsequently request within 90 days of the Closing, as a condition of employment, that any such Continuing Employee relocate more than 25 miles from such employee's place of employment as of the Closing (a "Relocation Request") and such Continuing Employee shall decline such Relocation Request and terminate employment with Buyer Group, then the Buyer Group shall pay severance with respect to such employee as set forth on Schedule N. In the event that a Relocation Request is made of any Continuing Employee employed under Qualifying Conditions with the Buyer Group more than 90 days but less than 365 days after...
Employees and Employee Benefits. (a) All individuals employed by the Company or any of its Subsidiaries immediately prior to the Closing (“Covered Employees”) shall automatically become employees of Acquiror as of the Closing. Following the Closing, Acquiror shall maintain employee benefit plans and compensation opportunities for the benefit of Covered Employees that provide employee benefits and compensation opportunities that, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are made available to similarly-situated employees of Acquiror under the Acquiror Benefit Plans; provided, however, that: (i) in no event shall any Covered Employee be eligible to participate in any closed or frozen Acquiror Benefit Plan; and (ii) until such time as Acquiror shall cause Covered Employees to participate in the Acquiror Benefit Plans, a Covered Employee’s continued participation in Company Benefit Plans shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the Acquiror Benefit Plans may commence at different times with respect to each Acquiror Benefit Plan).
Employees and Employee Benefits. (a) As used in this Agreement, “
Employees and Employee Benefits. (a) Information on Active Employees. For the purpose of this Agreement, the term "
Employees and Employee Benefits. 2.4.1 The provisions of Schedule 7 shall apply in respect of the Employees.
Employees and Employee Benefits. (a) Buyer shall, or shall cause an Affiliate of Buyer to, offer employment effective on the Closing Date, to all Employees, including Employees who are absent due to vacation, family leave, short-term disability or other approved leave of absence (the Employees who accept such employment and commence employment on the Closing Date, the “Transferred Employees”).
Employees and Employee Benefits. 4.22.1. As used in this Section 4.22, the following terms have the meanings set forth below.
Employees and Employee Benefits. (a) During the period beginning on the Closing Date and ending on the first (1st) anniversary of the Closing Date, Buyer shall provide the salaried employees of the Company or any of its Subsidiaries who continue to be employed by the Company or any of its Subsidiaries (the “Company Employees”) with base compensation, commission and annual bonus opportunities and employee benefits that are substantially comparable in the aggregate to the base compensation, commission and annual bonus opportunities and employee benefits provided to such Company Employees immediately prior to the Closing Date, excluding, for all purposes any incentive compensation and defined-benefit pension benefits. In addition, for the period beginning on the Closing Date and ending on the first (1st) anniversary of the Closing Date, Buyer shall provide severance benefits in amounts that are no less than the amounts that would be calculated under that certain PSAV Severance Policy effective January 1, 2013 (the “Seller Severance Policy”), upon termination of the employment of any Company Employee who would be eligible to receive severance under the Seller Severance Policy, notice of which termination is given during such period (and subject to such Company Employee’s execution and delivery of a general release of claims in addition to any conditions currently in effect under such policy). In addition, with respect to calendar year 2013, Buyer shall honor all annual bonus and incentive plans (and any awards granted thereunder) (but excluding any equity- or equity-based incentives and any transaction-vesting bonus and incentive plans) identified on Section 4.4 of the Seller Disclosure Letter in accordance with their terms in effect immediately prior to the Closing Date, and shall calculate any applicable performance metrics for purposes of such annual bonus and incentive plans in a manner substantially consistent with the past practice of the Company and its Subsidiaries. Buyer further agrees that, from and after the Closing Date, Buyer shall and shall cause the Company and its Subsidiaries to credit the Company Employees with the same amount of service as was credited by the Company and its Subsidiaries prior to the Closing Date (i) for eligibility and vesting purposes (but not for purposes of accruals under any defined-benefit pension plan) and (ii) for purposes of vacation accrual and severance benefit determinations, in the case of each of (i) and (ii) under any benefit or compensation ...
