Common use of Employees of Seller Clause in Contracts

Employees of Seller. Without Buyer's prior written consent, Seller shall make no change in the compensation payable or to become payable by Seller to any Person employed in connection with the conduct of the business or operations of any of the System, except in accordance with past practices. Seller shall be responsible for compliance with the COBRA notice and continuation coverage requirements under Part 6 of Title I of ERISA, with respect to all employees of Seller (and their beneficiaries) experiencing a qualifying event (as defined in Section 603 of ERISA) on account of termination of employment or reduction of hours by Seller while such employees were employed by Seller. Buyer shall offer employment to all employees of Seller on substantially the same terms existing as of the date of this Agreement (including without limitation wages, benefits and positions); provided, that Buyer shall not assume, be deemed to assume or be obligated to pay any benefits under any Benefit Plan of Seller or its Affiliates. At Closing, Seller shall pay to Buyer an amount equal to the cash value of earned and unused vacation time under Seller's vacation Benefit Plan as of the Closing Date (the "Vacation Pay Amount"). Seller shall deliver to Buyer at Closing (a) a copy of Seller's vacation Benefit Plan, and (b) a detailed statement of the Vacation Pay Amount for each of Seller's employees, which Benefit Plan and statement shall be certified by Seller's Chief Financial Officer as being true, accurate and complete. Such certified statement shall include, for each employee, the amount of the Vacation Pay Amount foregone for each vacation day taken by such employee. Buyer agrees to disburse the Vacation Pay Amount to Seller's former employees promptly following the end of calendar year 1998, or at each employee's option, permit them to take vacation days during calendar year 1998, all in accordance with such certified statement and certified Benefit Plan. Such payments of the Vacation Pay Amount shall be subject to any withholdings required to be made by Buyer under the Code or any provision of state or local tax law. Nothing in this Section 5.5 or in any other provision of this Agreement is intended to confer upon any employee of Seller or such employee's legal representative or heirs any rights as a third party beneficiary or otherwise or any remedies of any kind whatsoever under or by reason of this Agreement, or the transactions contemplated hereby, including without limitation any rights to continued employment with

Employees of Seller. Without Buyer's prior written consent, Seller shall make no change in the compensation payable or to become payable by Seller to any Person employed in connection with the conduct of the business or operations of any of the System, except in accordance with past practices. Seller shall be responsible for compliance with the COBRA notice and continuation coverage requirements under Part 6 of Title I of ERISA, with respect to all employees of Seller (and their beneficiaries) experiencing a qualifying event (as defined in Section 603 of ERISA) on account of termination of employment or reduction of hours by Seller while such employees were employed by Seller. Buyer shall offer employment to all employees of Seller on substantially the same terms existing as of the date of this Agreement (including without limitation wages, benefits and positions); provided, that Buyer shall not assume, be deemed to assume or be obligated to pay any benefits under any Benefit Plan of Seller or its Affiliates. At Closing, Seller shall pay to Buyer an amount equal to the cash value of earned and unused vacation time under Seller's vacation Benefit Plan as of the Closing Date (the "Vacation Pay Amount"). Seller shall deliver to Buyer at Closing (a) a copy of Seller's vacation Benefit Plan, and (b) a detailed statement of the Vacation Pay Amount for each of Seller's employees, which Benefit Plan and statement shall be certified by Seller's Chief Financial Officer as being true, accurate and complete. Such certified statement shall include, for each employee, the amount of the Vacation Pay Amount foregone for each vacation day taken by such employee. Buyer agrees to disburse the Vacation Pay Amount to Seller's former employees promptly following the end of calendar year 1998, or at each employee's option, permit them to take vacation days during calendar year 1998, all in accordance with such certified statement and certified Benefit Plan. Such payments of the Vacation Pay Amount shall be subject to any withholdings required to be made by Buyer under the Code or any provision of state or local tax law. Nothing in this Section 5.5 or in any other provision of this Agreement is intended to confer upon any employee of Seller or such employee's legal representative or heirs any rights as a third party beneficiary or otherwise or any remedies of any kind whatsoever under or by reason of this Agreement, or the transactions contemplated hereby, including without limitation any rights to continued employment withwith Seller or Buyer. All rights and obligations created by this Agreement are solely between the parties.

Employees of Seller. Without Buyer's prior written consent(a) (a) Prior to the Closing Date, Seller Buyer shall make no change in the compensation payable or to become payable by Seller to any Person employed in connection with the conduct offers of the business or operations of any of the System, except in accordance with past practices. Seller shall be responsible for compliance with the COBRA notice and continuation coverage requirements under Part 6 of Title I of ERISA, with respect to all employees of Seller (and their beneficiaries) experiencing a qualifying event (as defined in Section 603 of ERISA) on account of termination of employment or reduction of hours by Seller while such employees were employed by Seller. Buyer shall offer employment to all Seller employees of Seller on substantially the same terms existing as of the date of this Agreement (including without limitation wages, benefits and positions); provided, that Buyer shall not assume, be deemed to assume or be obligated to pay any benefits under any Benefit Plan of Seller or its Affiliates. At Closing, Seller shall pay to Buyer an amount equal to the cash value of earned and unused vacation time under Seller's vacation Benefit Plan as of the Closing Date listed in Schedule 5.11 (the "Vacation Pay AmountTransferred Employees"). Seller Such offers of employment shall deliver be at compensation levels which are, in the aggregate, economically similar to Buyer at Closing (a) a copy the compensation levels which Transferred Employees enjoyed as employees of Seller's vacation Benefit Plan. Additionally, and (b) a detailed statement of the Vacation Pay Amount for each of Seller's employees, which Benefit Plan and statement such Transferred Employees shall be certified by Seller's Chief Financial Officer entitled to the same benefits as being true, accurate and complete. Such certified statement shall include, for each employee, the amount conferred upon any other employees of the Vacation Pay Amount foregone for each vacation day taken by such employeecomparable rank of Buyer. Buyer agrees to disburse provide to the Vacation Pay Amount Transferred Employees who become employees of Buyer credit for service under the existing employee benefit plans in which employees of Buyer are participants (the "Existing Plans"), to the extent permissible under the Existing Plans and to the extent that such Transferred Employees are otherwise eligible to participate, as employees of Buyer, in the Existing Plans, for the purposes of participation, vesting and accrual of benefits; provided, however, that no credit for service for purposes of participation, vesting or accrual of benefits under the Existing Plans will be awarded to any such Transferred Employees under any Existing Plan with respect to any period that is prior to the earliest date that any of Buyer's existing employees have received credit for purposes of participation, vesting or accrual of benefits under such Existing Plan. Buyer further agrees that, to the extent possible, it will waive any "pre-existing condition" exclusion or waiting periods that may limit any such Transferred Employee's qualification for coverage under Buyer's standard and customary health benefits and will credit all co-payments and deductions paid by the Transferred Employees under Seller's former employees promptly following plan prior to the end Closing toward any applicable deductible out-of-pocket requirements. Buyer shall maintain such compensation and benefit levels for a period of calendar at least one (1) year 1998, or at each employee's option, permit them to take vacation days during calendar year 1998, all in accordance after the Closing Date for those Transferred Employees who remain employed with such certified statement and certified Benefit Plan. Such payments of the Vacation Pay Amount shall be subject to any withholdings required to be made by Buyer under the Code or any provision of state or local tax law. Nothing in this Section 5.5 or in any other provision of this Agreement is intended to confer upon any employee of Seller or such employee's legal representative or heirs any rights as a third party beneficiary or otherwise or any remedies of any kind whatsoever under or by reason of this Agreement, or the transactions contemplated hereby, including without limitation any rights to continued employment withBuyer.