Common use of Employees of Company Clause in Contracts

Employees of Company. (a) As soon as reasonably practicable after the Effective Time, but in any event not later than January 1, 1999, Acquiror shall provide employee benefit plans and arrangements to employees of the Company and its subsidiaries that are similar to the employee benefit plans and arrangements of Acquiror for similarly situated employees of the Acquiror as in effect immediately prior to the Effective Time. (b) The employees of Company and its subsidiaries shall be credited for their actual years of service with the Company for purposes of eligibility, vesting and benefit accrual under all benefit plans provided by Acquiror in accordance with this Section 7.07, including, but not limited to, vacation, severance, retirement and disability plans. (c) Such employee benefits under any medical plan provided by Acquiror in accordance with this Section 7.07 shall not be subject to any exclusions for any pre-existing conditions, and credit shall be received for any deductibles or out-of-pocket amounts previously paid by employees of the Company and its subsidiaries for the current plan year under the medical plan maintained by the Company. (d) Nothing in this Agreement is intended to confer upon any employee of the Company or its subsidiaries retained by Acquiror after Closing ("Retained Employees") any right to continued employment after evaluation by Acquiror and its affiliates of their employment needs at any time after the Closing. (e) Notwithstanding any provision in this Agreement to the contrary, Acquiror expressly reserves the right to amend, modify, or terminate any Benefit Plan, program or policy established or maintained by Acquiror or any of its affiliates (including, without limitation, the Company or its subsidiaries) for the benefit of the Retained Employees.

Appears in 2 contracts

Samples: Merger Agreement (Core Laboratories N V), Merger Agreement (Owen H Dean Jr)

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Employees of Company. (a) As soon as reasonably practicable after the Effective Time, but in any event not later than January 1, 1999Closing Date, Acquiror shall provide employee benefit plans and arrangements to employees of the Company and its subsidiaries that are similar to the same as the employee benefit plans and arrangements of Acquiror for similarly situated employees of the Acquiror as in effect immediately prior to the Effective Time. (b) Closing Date. The employees of Company and its subsidiaries shall be credited for their actual years of service with the Company for purposes of eligibility, vesting and benefit accrual under all Acquiror benefit plans provided by Acquiror in accordance with this Section 7.07, including, but not limited to, vacation, severance, retirement and disability plans. (c) . Such employee benefits under any the Acquiror medical plan provided by Acquiror in accordance with this Section 7.07 shall not be subject to any exclusions for any pre-existing conditions, and credit shall be received for any deductibles or out-of-pocket amounts previously paid by employees of the Company and its subsidiaries for the current plan year under the medical plan maintained by the Company. (d) paid. Nothing in this Agreement is intended to confer upon any employee of the Company or its subsidiaries retained by Acquiror after Closing ("Retained Employees") any right to continued employment after evaluation by Acquiror and its affiliates of their employment needs at any time after the Closing. (e) ; provided, however, that any severance liabilities incurred as a result of any termination of employment of any Retained Employees after the Closing shall not result in any liability of Andrxxx xxxer Article IX. Notwithstanding any provision in this Agreement to the contrary, Acquiror expressly reserves the right to amend, modify, or terminate any Benefit Plan, benefit plan or program or policy established or maintained by Acquiror or any of its affiliates (including, without limitation, the Company or its subsidiaries) for the benefit of the Retained Employees.

Appears in 1 contract

Samples: Acquisition Agreement (Core Laboratories N V)

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Employees of Company. (a) As soon as reasonably practicable after the Effective Time, but in any event not later than January 1, 1999, Acquiror shall provide employee benefit plans and arrangements to employees of the Company and its subsidiaries that are similar to the employee benefit plans and arrangements of Acquiror for similarly situated employees of the Acquiror as in effect immediately prior to the Effective Time. (b) . The employees of Company and its subsidiaries shall be credited for their actual years of service with the Company for purposes of eligibility, vesting and benefit accrual under all Acquiror benefit plans provided by Acquiror in accordance with this Section 7.07, including, but not limited to, vacation, severance, retirement and disability plans. (c) . Such employee benefits under any the Acquiror medical plan provided by Acquiror in accordance with this Section 7.07 shall not be subject to any exclusions for any pre-existing conditions, and credit shall be received for any deductibles or out-of-pocket amounts previously paid by employees of the Company and its subsidiaries for the current plan year under the medical plan maintained by the Company. (d) paid. Nothing in this Agreement is intended to confer upon any employee of the Company or its subsidiaries retained by Acquiror after Closing ("Retained Employees") any right to continued employment after evaluation by Acquiror and its affiliates of their employment needs at any time after the Closing. (e) . Notwithstanding any provision in this Agreement to the contrary, Acquiror expressly reserves the right to amend, modify, or terminate any Benefit Plan, benefit plan or program or policy established or maintained by Acquiror or any of its affiliates (including, without limitation, the Company or its subsidiaries) for the benefit of the Retained Employees.

Appears in 1 contract

Samples: Merger Agreement (Core Laboratories N V)

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