Employment and Benefit Arrangements. (a) Parent agrees to cause the Surviving Corporation and its Subsidiaries to, for a period of one year following the Closing Date (the “Benefits Continuation Period”), provide compensation and benefits to Continuing Employees substantially similar in the aggregate to the Continuing Employees as the compensation and benefits provided by the Company immediately prior to the Closing in the aggregate. Employees of the Acquired Companies immediately prior to the Closing who continue their employment with the Surviving Corporation or its Subsidiaries following the Closing Date are hereinafter referred to as the “Continuing Employees.”
(b) For purposes of eligibility, vesting and the determination of the level of benefits under the benefit and compensation plans, programs, agreements and arrangements of Parent, the Surviving Corporation or any of their respective Subsidiaries in which Continuing Employees are eligible to participate following the Closing (the “Parent Plans”) (other than level of benefits under a defined benefit pension plan or post-retirement health and welfare plan), Parent or the Surviving Corporation shall credit each Continuing Employee with his or her years of service with the Acquired Companies and any predecessor entities, to the same extent as such Continuing Employee was entitled immediately prior to the Closing to credit for such service under any similar Company Benefit Plan, except where such crediting would result in duplication of benefits.
(c) With respect to each Parent Plan that is a health or welfare benefit plan covering a Continuing Employee, Parent shall use its commercially reasonable efforts to ensure that its third party insurance carriers (including those of the Surviving Corporation and its Subsidiaries) (i) for the calendar year in which the Effective Time occurs cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan to the extent such were waived or satisfied under the comparable Company Benefit Plan immediately prior to the Effective Time and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Benefit Plan for the plan year that includes the Effective Time for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions...
Employment and Benefit Arrangements. (a) During the period commencing at the Closing and ending on the date which is twelve (12) months from the Closing, Buyer shall and shall cause the Company to provide each employee of the Company or the Company Subsidiaries who remains employed immediately after the Closing, excluding, for the avoidance of doubt, the Indian Employees (“Company Continuing Employee”), with (i) an annual base salary or an hourly wage rate, as applicable, and annual cash incentive compensation opportunity, in each case, that is not less than that provided to such Company Continuing Employee immediately prior to the Closing, (ii) eligibility to participate in a Buyer 401(k) Plan on terms not less favorable than those provided to such Company Continuing Employee under a Seller 401(k) Plan immediately prior to the Closing, and (iii) other compensation opportunities and employee benefits, that are, in the aggregate, substantially comparable to those provided to such Company Continuing Employee immediately prior to the Closing. With respect to any Company Continuing Employee whose employment is terminated without Cause by the Buyer (or its applicable Subsidiary) during such 12-month period, Buyer or its applicable Subsidiary shall provide cash severance benefits that are, in the aggregate, no less favorable than those severance benefits applicable to such Company Continuing Employee as of immediately prior to the Closing Date (determined under the severance practice described on Schedule 3.20 of the Company Disclosure Schedule).
(b) With respect to any employee benefit plan, program, arrangement, agreement, policy or commitment sponsored or maintained by the Buyer, in which any Company Continuing Employee participate on or after the Closing, the Buyer shall cause the Company and the Company Subsidiaries to: (i) waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such Company Continuing Employees, except to the extent such pre-existing conditions, exclusions or waiting periods applied under the similar plan in effect immediately prior to the Closing; (ii) provide each such Company Continuing Employee with credit for any co-payments and deductibles paid (to the same extent such credit was given for the year under the similar plan in effect immediately prior to the Closing) in satisfying any applicable deductible or out-of-pocket requirements; and (iii) recognize all continuous service of the Company ...
Employment and Benefit Arrangements. (a) Buyer shall use commercially reasonable efforts to provide that all employees of Newco, the Company and the Sold Subsidiaries shall receive service credit for purposes of eligibility, vesting and benefit accruals (solely, in the case of benefit accruals for purposes of determining vacation and severance) with respect to all periods of service with Seller, the Company, Newco, the Sold Subsidiaries or any of their predecessors prior to the Closing Date for all purposes under any comparable employee benefit or compensation plans, contracts, programs, policies arrangements and agreements established or maintained by Buyer and its Affiliates (including, after the Closing, Newco, the Company and the Sold Subsidiaries) (the "Buyer Benefit Plans"); provided, however, that no such service recognition shall result in any duplication of benefits.
(b) Buyer shall take all necessary actions (i) to waive or cause to be waived any waiting periods, pre-existing conditions or actively-at-work requirements for employees (and, where applicable, the dependents and beneficiaries of the employees) of Newco, the Company and the Sold Subsidiaries under all Buyer Benefit Plans that are self-insured medical plans and (ii) to give or grant such employees (and, where applicable, the dependents and beneficiaries of the employees) credit under all Buyer Benefit Plans that are self-insured medical plans (for purposes of annual deductibles, co-payments and out-of-pocket limits for any covered claims incurred or payments made that have been paid or incurred by the employees or their dependents made prior to the Closing Date during the plan year in which the Closing Date occurs, in each case, to the extent all information reasonably necessary to implement such actions has been received from H&H Group.
(c) Upon reasonable request, H&H Group shall provide to Buyer, and Buyer shall provide to H&H Group, such documents, data and information as may reasonably be necessary to implement the provisions of this Section 7.07 and to administer their respective benefit plans.
(d) Effective as of the Closing, Newco, the Company and each of the Sold Subsidiaries shall withdraw from participation in all Benefit Plans other than Transferred Company Benefit Plans, and, except as provided in this Section 7.07, Buyer and its Affiliates (including Newco, the Company and the Sold Subsidiaries), shall become responsible for any Transferred Company Benefit Plans. From and after the Closing, Buyer and its Aff...
Employment and Benefit Arrangements. (a) From and after the ----------------------------------- Effective Time, Parent shall cause the Surviving Corporation to honor all employment, severance, termination and retirement agreements to which the Company is a party, as such agreements are in effect on the date hereof.
(b) For a one-year period following the Effective Time, Parent shall cause the Surviving Corporation to provide those employees who are employees of the Surviving Corporation at the Effective Time with benefits that are, in the aggregate, no less favorable to such employees as are the benefits of the Company available to such employees immediately prior to the Effective Time.
(c) The provisions of this Section 6.10 are not intended to create rights of third party beneficiaries.
Employment and Benefit Arrangements. (a) From and after the Effective Time, Purchaser shall cause the Surviving Corporation to honor all employment, severance, termination and retirement agreements to which the Company is a party, as such agreements are in effect on the date hereof.
(b) For a one-year period following the Effective Time, Purchaser shall cause the Surviving Corporation to provide those employees who are employees of the Surviving Corporation at the Effective Time with benefits that are, in the aggregate, no less favorable to such employees as are the benefits of the Company available to such employees immediately prior to the Effective Time.
(c) The provisions of this Section 6.08 are not intended to create rights of third party beneficiaries.
Employment and Benefit Arrangements. (a) For a one-year period following the Effective Time, Parent shall cause the Surviving Corporation to continue to provide those employees of the Surviving Corporation at the Effective Time (the "Employees"), --------- so long as they remain employees of the Surviving Corporation, with benefits that are, in the aggregate, no less favorable to such Employees as are the benefits of the Company provided to such Employees immediately prior to the Effective Time. The foregoing sentence shall not apply to severance benefits, and the Surviving Corporation shall not be required to maintain any particular level of severance benefits.
(b) For purposes of vesting and eligibility, Parent and the Surviving Corporation shall, with respect to each benefit required to be provided under the terms of this Section 7.8, credit each Employee with all service credited to such Employee under the Company's corresponding plan, policy, program or arrangement applicable to such Employee as of the Effective Time.
Employment and Benefit Arrangements. (a) For a period of 12 months following the Closing Date (or, for the 2018 Bonus Plan of the Company, until December 31, 2018), the Buyer shall (i) maintain the 2018 Bonus Plan of the Company and the base salaries and wages applicable to employees of the Company and its Subsidiaries as of the date hereof and (ii) otherwise cause the Company and its Subsidiaries to, provide employment, severance, termination, consulting, retirement, and other compensation and benefit plans, arrangements, and agreements that are no less favorable in the aggregate than such plans, arrangements and agreements that are provided by the Buyer as of the Closing to its similarly situated employees, consultants and other service providers. The Buyer shall take all actions reasonably required so that eligible employees of the Company and its Subsidiaries shall receive service credit for all purposes under any successor employee benefit plans and arrangements established by the Buyer and its Affiliates (including the Company and its Subsidiaries). To the extent that the Buyer modifies any coverage or benefit plans under which the employees of the Company or any of its Subsidiaries participate, the Buyer shall waive or cause to be waived any applicable waiting periods, pre-existing conditions, or actively-at-work requirements and shall give such employees credit under the new coverages or benefit plans for deductibles, co-payments, and out-of-pocket payments that have been paid during the year in which such coverage or plan modification occurs. This Section 10.7(a) shall survive the consummation of the transactions contemplated by this Agreement and shall be binding on all successors and assigns of the Buyer, the Company and the Company’s Subsidiaries, as the case may be.
(b) This Section 10.7 is included for the sole benefit of the parties hereto and their respective transferees and permitted assigns and does not and shall not create any right in any Person, including any employee of the Company or its Subsidiaries, any participant in any Company Plan or any beneficiary or trustee thereof. Nothing contained in this Agreement (express or implied) (i) is intended to require the Buyer to establish or maintain any specific Employee Benefit Plan for any length of time, except as expressly set forth in Section 10.7(a), (ii) is intended to create a Company Plan or any Employee Benefit Plan or amend any of the foregoing, (iii) is intended to confer upon any individual any right to employment ...
Employment and Benefit Arrangements. From and after the Closing Date, the Buyer shall cause the Company and each Subsidiary to honor all employment, severance, termination, consulting, retirement and other compensation and benefit plans, arrangements and agreements to which the Company or such Subsidiary is a party, as such plans, arrangements and agreements are in effect on the date hereof; provided that the requirements of this sentence shall not prevent the amendment or termination of any such plans, arrangements or agreements in accordance with their terms. With respect to any Employee Benefit Plans maintained by the Buyer or an Affiliate of the Buyer (“Buyer Employee Benefit Plans”) in which any employees of the Company or any Subsidiary participate on or after the Closing, the Buyer or its Affiliate, as applicable, shall: (i) use commercially reasonable efforts to waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such employees, except to the extent such pre-existing conditions, exclusions or waiting periods applied under the similar plan in effect immediately prior to the Closing; (ii) use commercially reasonable efforts to provide each such employee with credit for any co-payments and deductibles paid (to the same extent such credit was given for the year under the similar plan in effect immediately prior to the Closing) in satisfying any applicable deductible or out-of-pocket requirements; and (iii) recognize all continuous service of the Company’s employees with the Company or any Subsidiary, as applicable, for all purposes (including, without limitation, for purposes of eligibility to participate, vesting credit and entitlement to benefits, but excluding benefit accrual under a defined benefit pension plan) under any Buyer Employee Benefit Plan in which such employees may be eligible to participate after the Closing; provided that the foregoing shall not apply to the extent it would result in a duplication of benefits. This Section 7.05 shall survive the Closing. Nothing in this Section 7.05 shall create any third-party beneficiary right in any Person other than the parties to this Agreement, including any employee (or any representative thereof), or create any right to continued employment with the Buyer, the Company, any Subsidiary or any of their respective Affiliates. Nothing in this Section 7.05 shall constitute an amendment to any Employee Benefit Plan or Buyer Employee Benefit Plan or any o...
Employment and Benefit Arrangements. Seller shall cooperate and work with Buyer after the Closing to identify any additional employees and contractors of the Company to whom Buyer may elect to offer new or continued employment with Buyer (or a Buyer affiliate). With respect to any employee or contractor of the Company who receives an offer of employment from Buyer, Seller shall assist Buyer with its efforts to enter into an offer letter, a Proprietary Information and Inventions Assignment Agreement, a Technology Transfer Agreement and an Arbitration Agreement with such employee or contractor as soon as practicable. Notwithstanding anything to the contrary herein, Buyer shall not have any obligation to make an offer of employment to any employee or contractor of the Company and all employment offers will be on an at-will basis.
Employment and Benefit Arrangements. (a) From and after the Effective Time, Buyer shall cause the Surviving Corporation to honor all employment, severance, termination and retirement agreements to which the Company is a party and which are listed on Section 3.15 of the Company Disclosure Schedule, as such agreements are in effect on the date hereof, including but not limited to the base salary or hourly rate and commission arrangements, at not less than the base salary or hourly rate and commission arrangements then applicable to such employee and to provide such benefits, holidays, vacation days, and similar benefits as are, in the aggregate, substantially comparable to those then in effect for such Employees. As used herein, "Employee" means all employees of the Company immediately prior to the Effective Time.
