Employees and Employee Benefits Matters Sample Clauses

Employees and Employee Benefits Matters. Neither the Company nor any of its Subsidiaries shall hire any natural person as an employee, nor will the Company or any of its Subsidiaries enter into any agreement with a natural person for the provision of services to the Company or any of its Subsidiaries in the capacity of an employee. Neither the Company nor any of its Subsidiaries shall establish, adopt or enter into any Employee Plan.
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Employees and Employee Benefits Matters. BBAI will cause Pangiam and its subsidiaries to provide each Retained Employee (as defined below) who remains employed with at least (i) the same base wage or annual base salary and (ii) same annual rate of total target incentive compensation potential provided to similarly situated employees of BBAI, in each case, for a period of at least one year following the Closing Date or, if earlier, until December 31, 2024; provided, however, that nothing will obligate BBAI or Pangiam or any of its subsidiaries to continue the employment of any Retained Employee for any specific period. All employees of Pangiam and its subsidiaries who are employed by Pangiam and its subsidiaries immediately following the Closing Date (including such employees on medical, disability, family or other leave of absence as of the Closing Date) are referred to as “Retained Employees”. As of the Closing Date and for a period of at least one year thereafter or, if earlier, until December 31, 2024, BBAI will provide, or will cause Pangiam and its subsidiaries to provide, each Retained Employee with employee benefits (for the avoidance of doubt, excluding, without limitation, any equity or equity-based compensation or severance benefits) that are either, (i) substantially similar in the aggregate to the employee benefits provided to such Retained Employee immediately prior to the Closing Date or (ii) substantially similar in the aggregate to the employee benefits provided to similarly situated employees of BBAI. Without limiting the foregoing paragraph, BBAI will cause Pangiam and its subsidiaries to pay severance benefits to Retained Employees whose employment with Pangiam or any of its subsidiaries is involuntarily terminated (without cause) within 12 months following the Closing Date pursuant to the certain terms set forth in the Merger Agreement. BBAI will (i) give, or cause Pangiam and its subsidiaries to give, each Retained Employee credit under health and welfare benefit plans that cover the Retained Employee after the Closing Date, for purposes of eligibility, vesting and entitlement to benefits for the Retained Employee’s service with Pangiam and its affiliates prior to the Closing Date, to the same extent recognized by Pangiam or its subsidiaries or any predecessor thereof as of the Closing Date and (ii) use commercially reasonable efforts to allow such Retained Employees to participate in each plan providing welfare benefits (including medical, life insurance, long-term disabilit...
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Employees and Employee Benefits Matters. (a) Effective on the Closing Date, the Company shall offer employment to the employees actively employed in the Business as of such date as set forth on Schedule 8.5(a). Such employees who accept the Company’s offer of employment shall be referred to herein as the “Transferred Employees”. The Company shall become responsible for payment of all salaries and all other claims, costs, expenses, liabilities and other obligations relating to the Company’s employment of the Transferred Employees accruing or occurring from and after the Closing Date, but only to the extent related to periods following the Closing Date, and except to the extent the Company or any Indemnified Buyer Party is entitled to indemnification (without regard to any limitations, including, without limitation, the Basket, the Indemnification Cap, survival periods and any materiality qualifiers or other similar qualifiers) pursuant to this Agreement. As the employer of the Transferred Employees prior to the Closing Date, MNST or its Affiliates (other than the Company or the Company Subs), as applicable, shall be solely responsible for all claims, costs, expenses, liabilities and other obligations related to the employment or employee benefits of the Transferred Employees before the Closing Date regardless of when reported, other than the obligations (and only to the extent of such obligations) to be assumed by the Company for each Transferred Employee pursuant to Section 8.5(b). MNST or its Affiliates (other than the Company or the Company Subs), as applicable, shall be solely responsible for all claims, costs, expenses, obligations and other Liabilities related to the employment or employee benefits of all current and former employees of the Business whether arising before, on or after the Closing Date and regardless of when reported, other than liabilities and obligations with respect to Transferred Employees for which the Company is responsible under this Section 8.5
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Employees and Employee Benefits Matters. (i) For each Acquired Store as to which a Purchased Lease is assumed and assigned to Buyer as of the Closing Date, all Employees employed at such Acquired Store shall be terminated by the Sellers effective immediately prior to the Closing Date and prior to the assumption and assignment of such Purchased Lease. On the Closing Date, Buyer shall offer employment to those employees of Sellers that Buyer elects to employ (such employees who actually commence employment after the Closing Date, the “Transferred Employees”).
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Employees and Employee Benefits Matters. Effective as of the Closing Date, Purchaser shall assume the Employee Benefit Plans listed on Schedule 7.18 (the "Assumed Employee Benefit Plans"). Republic has an obligation to contribute to the Steelworkers Pension Plan (the "Union Pension Plan"). Purchaser agrees that, from and after the Closing Date, in order to avoid the assessment of any withdrawal Liability under Section 4201 of ERISA, Purchaser shall have an obligation to contribute to the Union Pension Plan for substantially the same number of contribution base units for which Republic had an obligation to contribute prior to the Closing Date. Purchaser may apply for an exemption from or variance or waiver of the requirements of Section 4204(a)(1) of ERISA, and Sellers shall cooperate in the prosecution of any such application and implementation of any such exemption, variance or waiver. To the extent that before the Closing Date such an exemption, variance or waiver is not granted with respect to the Union Pension Plan, then the following provisions shall apply with respect to the Union Pension Plan (unless such an exemption., variance or waiver is applied for or granted prior to the first day of the first plan year of the Union Pension Plan beginning after the Closing Date):
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Employees and Employee Benefits Matters. Representations and warranties with respect to employee and employee benefits matters are set forth in Article IX.
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Employees and Employee Benefits Matters 
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Related to Employees and Employee Benefits Matters

  • Employees and Employee Benefits (a) All Business Employees and the date of their employment, date of birth, annual salary, total compensation for the 2000 calendar year, Benefit Plan participation and election, job title, job location and the immediate supervisor of each of them as of the date of this Agreement are listed on Schedule 5.08. Schedule 5.08 also identifies each of the Business Employees who is a party to any contract or agreement with any of Sellers or Sellers' Affiliates, and each such employment contract or agreement which is in writing is included in Schedule 3.05B. Purchaser shall have the right, but not the obligation, to offer employment effective as of the Closing Date to any or none of the Business Employees as Purchaser chooses in its sole discretion. If Purchaser offers employment to any of the Business Employees effective as of the Closing Date pursuant to this Agreement, such offer shall be not less than the salary in effect for such Business Employee on the date of this Agreement and with benefits that are not less than those generally available to Purchasers' employees on the date of this Agreement. Sellers and Shareholders shall use commercially reasonable efforts to assist Purchaser in hiring Business Employees designated by Purchaser as Transferred Employees. Sellers and Shareholders shall not offer other employment to any Transferred Employee on or after the Closing Date without the prior written consent of Purchaser. Any severance obligations to Business Employees relating to the transactions contemplated hereby shall be borne solely by Sellers.

  • Employees and Employee Benefit Plans The Purchaser does not (a) have any paid employees or (b) maintain, sponsor, contribute to or otherwise have any Liability under, any Benefit Plans.

  • Employee Benefits Matters promptly, and in any event within 5 days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

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