Employees and Employee Plans. (a) Partner has provided to Baker Hughes a schedule that sets forth, to the extent permitted by Applicable Law, each Partner Business Employee’s name, title, hire date, location, base salary or wage rate and bonus opportunity as of the date of this Agreement. Neither Partner nor any of its Affiliates has any current or contingent liability or obligation under or with respect to a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a plan that is or was subject to Title IV of ERISA or Section 412 of the Code, in each case that would reasonably be expected to become a liability or obligation of the Company.
(b) Each Partner Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service (a copy of which has been provided to Baker Hughes) or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired, and, to Partner’s knowledge, no act or omission has occurred which would reasonably be expected to adversely affect such plan’s qualification.
(c) With respect to the Partner Contributed Business, Partner has complied in all material respects with all employment-related contracts and policies to which it is a party or by which it is bound, except for instances of non-compliance that would not, individually or in the aggregate, be material to the Partner Contributed Business taken as a whole. Except as would not result in material liability, Partner has paid or appropriately accrued all wages, salaries, bonuses, commissions, wage premiums, fees and other compensation that has or will become due and payable to each employee and other service provider of the Partner Contributed Business and all payments, contributions or premiums required to be remitted or paid in respect of the Partner Employee Plans and in respect of employment insurance, employer health tax, workers’ compensation and Canada Pension Plan, pursuant to Applicable Law, contract, or employment policy. Partner is in material compliance with Applicable Law respecting employment and employment practices (including employment standards, labor relations, occupational health and safety, human rights, privacy, workers’ compensation, employment insurance, employer health tax and pay equity) and to the knowledge of Partner, there are no pending or threatened proceedings before any Governmental Authority with respe...
Employees and Employee Plans. (a) Data Labs has set forth on ---------------------------- SCHEDULE 3.23 all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance insurance (including any self-insured or post-retirement arrangements), disability, vacation, profit-sharing and other similar employee benefit plans, arrangements, policies or agreements, and all unexpired employment and severance agreements, written or otherwise, for the benefit of, or relating to, any current or former employee of Data Labs or any trade or business (whether or not incorporated) which, together with Data Labs would be treated as a single employer under Section 414 of the Code (an "ERISA AFFILIATE"), (together, the "DATA LABS EMPLOYEE PLANS").
(b) With respect to each Data Labs Employee Plan, Data Labs has made available to Yurie, a true and correct copy of (i) the most recent annual report (Form 5500), if applicable, filed with the Internal Revenue Service ("IRS"), (ii) such Data Labs Employee Plan, (iii) each trust agreement and group annuity contract, if any, relating to such Data Labs Employee Plan, (iv) the most recent actuarial report or valuation, if any, relating to a Data Labs Employee Plan and (v) an accurate summary plan description of such Data Labs Employee Plan.
(c) With respect to the Data Labs Employee Plans, individually and in the aggregate, to Data Labs' knowledge, no event has occurred and there exists no condition or set of circumstances which could subject Data Labs to any liability under ERISA, the Code or any other applicable law that may have a Material Adverse Effect on Data Labs.
(d) Each Data Labs Employee Plan which is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust forming a part thereof has been determined by the Internal Revenue Service to be exempt from tax pursuant to Section 501(a) of the Code. Data Labs has furnished to Yurie copies of the most recent Internal Revenue Service determination letters with respect to each such plan and, except as otherwise disclosed in Schedule 3.23, no such Data Labs Employee Plan has been amended since the date of such determination letters.
(e) Each Data Labs Employee Plan has been maintained in material compliance with its terms and the requirements prescribed...
Employees and Employee Plans. Section 10.01.
Employees and Employee Plans. All liabilities and obligations with respect to any (i) employees or former employees of Seller (including, for the avoidance of doubt, any change of control bonus or severance obligations of Seller with respect to employees or former employees of Seller) and (ii) all obligations and liabilities with respect to the Employee Plans.
Employees and Employee Plans. Special Provisions for Employees and Employee Plans Outside of the United States 26 GENERAL AND ADMINISTRATIVE Section 11.01. Sharing of Participant Information 27 Section 11.02. Cooperation 27 Section 11.03. Vendor Contracts 27 Section 11.04. Data Privacy 27 Section 11.05. Notices of Certain Events 27 Section 11.06. No Third Party Beneficiaries 28 Section 11.07. Fiduciary Matters 28 Section 11.08. Consent of Third Parties 28 NON-SOLICIT; NO-HIRE Section 12.01. Non-Solicitation/No-Hire of Covered Service Providers 28 DISPUTE RESOLUTION Section 13.01. General 29 MISCELLANEOUS Section 14.01. General 29 This EMPLOYEE MATTERS AGREEMENT, dated as of March 30, 2022, is by and between BAUSCH HEALTH COMPANIES INC., a corporation incorporated under the British Columbia Business Corporations Act (“Parent”), and BAUSCH + LOMB CORPORATION, a company incorporated under the laws of Canada (the “Company” or “SpinCo”). WHEREAS, Parent and the Company have entered into the Master Separation Agreement, dated as of even date herewith (the “Master Separation Agreement”), pursuant to which Parent and the Company will effectuate the Transactions;
Employees and Employee Plans. (a) Acquiror and the Company agree to cooperate in making all appropriate filings and taking all appropriate actions required to implement the provisions of this Section 7.9. (b) Acquiror shall for a period of two (2) years after the Merger: (i) take all action necessary to extend coverage under the Acquiror Pension Plan to those individuals employed by the Company immediately after the Distribution and immediately before the Merger (all such individuals, "Continuing Employees") who were participants in the Company Pension Plan immediately before the Distribution; (ii) provide Continuing Employees with welfare benefits (including retiree medical benefits) no less favorable than those provided by Pacific Gas Transmission ("PGT") prior to the Effective Time to its other similarly situated employees; (iii) provide Continuing Employees with severance pay and other employee benefits that are no less favorable in the aggregate than those provided by the Company prior to the Distribution (other than any equity-based benefits including, without limitation, stock options); and (iv) waive any limitations regarding pre-existing conditions under any welfare or other employee benefit plan maintained by the Acquiror or PGT.
(c) From and after the Effective Time, with respect to Continuing Employees who do not elect in connection with the Distribution to receive a distribution of the balance of their Company Thrift Plan accounts or to transfer their accounts to the VRM Thrift Plan, Acquiror shall take all actions necessary to permit such Continuing Employees to transfer their account balances in the Company Thrift Plan to the Acquiror Thrift Plan. Such transfers shall be in cash, except that the Acquiror Thrift also will accept promissory notes evidencing any outstanding participant loans.
(d) For all purposes under all compensation and benefit plans and policies applicable to employees of Acquiror, including those referred to in this Section, Acquiror shall treat all service by Continuing Employees with the Company prior to the Merger as service with Acquiror, except to the extent such treatment would result in duplication of benefits. For example, but not by way of limitation, benefits payable to Continuing Employees pursuant to the Acquiror Pension Plan (and any other qualified or non-qualified plan, arrangement or contract providing retirement benefits) shall be reduced (on an actuarially equivalent basis) by benefits paid under the VRM Pension Plan (and any other qu...
Employees and Employee Plans. 34 SECTION 5.32 ACCOUNTING CHANGES.........................................34 SECTION 5.33 DEBT SERVICE RESERVE ACCOUNT...............................34 SECTION 5.34 FINANCIAL RATIOS...........................................35 SECTION 5.35 COMPLETION CERTIFICATE.....................................35 SECTION 5.36 LENDER'S EXPERTS AND CONSULTANTS...........................35 SECTION 5.37 REGULATORY STATUS..........................................36 SECTION 5.38 CHILD LABOR AND FORCED LABOR...............................36 SECTION 5.39 INSURANCE PROCEEDS.........................................36 SECTION 5.40 NOTARIZATION, CONSULARIZATION AND REGISTRATION OF CFA......36 SECTION 5.41 MIGA PREMIUM PAYMENTS......................................36 SECTION 5.42 PPA AMENDMENT..............................................37 ================================================================================
Employees and Employee Plans. The Borrower shall not adopt, establish, maintain, sponsor, administer, contribute to, participate in, or incur any liability to provide post-retirement welfare benefits, except such liability to provide post-retirement welfare benefits as may be required by Applicable Law, the PPA and the Agreement of Association in Participation.
Employees and Employee Plans. (1) The Company has previously disclosed to the Purchaser in writing, which writing references this Agreement, a correct and complete list of:
(A) all employees of the Company and all consultants retained by the Company including in each case the terms of their employment or retainer and details of all written or oral agreements with such employees or consultants. No employees of the Company are subject to any union or collective bargaining agreements; and
Employees and Employee Plans. (a) Set forth on Schedule 3.20(a) of the Disclosure Schedule is a correct and complete list of all Benefit Plans (as defined below) currently maintained or contributed or required to be contributed by any Seller or the Company with respect to the Business (“Hawaii Benefit Plans”). For purposes hereof, “Benefit Plan” means any compensation or employee benefit plan, program, policy, arrangement, commitment, practice or agreement, including, without limitation, any “employee welfare benefit plan” or “employee pension benefit plan”, as defined in Sections 3(1) and 3(2), respectively, of the Employee Retirement Income Security Act of 1974 (“ERISA”) (whether or not subject to ERISA), any bonus, incentive compensation, deferred compensation, stock purchase, stock option, stock ownership, phantom stock, leave of absence, layoff, vacation, cafeteria, education, life, health, disability, severance, employment, separation or other employee benefit plan, practice, policy, agreement, or arrangement of any kind, whether written or oral, contributed to, sponsored or maintained by either Seller, the Company or the Hawaiian Businesses or with respect to which either Seller, the Company or the Hawaiian Businesses a party or has any obligation, as of the date hereof for the benefit of any current or former employee, officer, agent, independent contractor, or director of any Seller or the Company or any dependent or beneficiary thereof.
(b) Each Hawaii Benefit Plan has been operated and maintained in all material respects with its terms and in compliance in all material respects with all applicable requirements of Law, including, but not limited to, ERISA and the Internal Revenue Code of 1986, as amended (the “Code”).
(c) Each Hawaii Benefit Plan that is intended to be “qualified” within the meaning of Section 401(K) of the Code has received a favorable determination letter from the IRS (or can rely on a favorable opinion letter obtained by a prototype or volume submitter plan sponsor). Each such Hawaii Benefit Plan has been timely amended for all changes in the law and has been amended for all changes in the law required so that its favorable determination letter from the IRS is still effective. No event has occurred since the date of the last such determination letter which has resulted in, or, to the Actual Knowledge of the Sellers, is reasonably likely to result in, the revocation of any such determination. Each Hawaii Benefit Plan has filed all returns required by the IR...
