Employment Arrangements and Employee Benefits. (a) Purchaser intends to offer employment, commencing as of the Closing Date, at substantially the same wages, salary, benefits, hours and conditions in effect immediately prior to the Closing, to all employees listed on Schedule 2.12 with such changes in the ordinary course of business of which Seller notifies Purchaser (other than those employees listed on Schedule 6.1 (the "Excluded Employees") including Purchaser's revisions to Schedule 6.1 at or prior to Closing); provided, however, Purchaser reserves the right to make changes to such wages, salary, benefits, hours and conditions. Those employees who shall accept said offer of employment with Purchaser and who shall actually commence active employment with Purchaser shall collectively be referred to as the "Continuing Employees." Notwithstanding the foregoing, and without breaching the foregoing, Purchaser reserves the right to review staffing levels, wages, benefits and conditions of employment after the Closing, and to make appropriate changes, if in its judgment such changes are necessary in light of then existing business conditions. (b) Unless expressly listed as an Assumed Liability, Seller and Transcend shall retain responsibility for any hospital, medical, dental, life insurance, disability, workers' compensation and other employee welfare benefit plan premiums due and payable for coverage prior to the Closing Date. Hospital, medical, dental, life insurance, disability, workers' compensation and other employee welfare benefit plans listed on Schedule 2.12 for which premiums will be accrued and payable for coverage of the Continuing Employees on or after the Closing Date shall be the responsibility of Purchaser. Unless expressly listed as an Assumed Liability on Schedule 1.2, Seller shall remain responsible for paying all unpaid wages, salaries, vacation, sick-leave or other time-off pay accrued by all employees through the Closing Date. (c) Unless expressly listed as an Assumed Liability on Schedule 1.2, Seller shall pay to all Continuing Employees all benefits accrued to such employees prior to the Closing Date (including, without limitation, vacation pay and time-off pay) as soon as practicable after Closing, but in no event more than 14 days after Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Core Inc)
Employment Arrangements and Employee Benefits. (a) Purchaser intends to offer employment, commencing as of the Closing Date, at substantially the same wages, salary, benefits, hours and conditions in effect immediately prior to the Closing, to all employees listed on Schedule -------- 2.12 with such changes in the ordinary course of business of which Seller ---- notifies Purchaser (other than those employees listed on Schedule 6.1 (the ------------ "Excluded Employees") including Purchaser's revisions to Schedule 6.1 at or ------------ prior to Closing); provided, however, Purchaser reserves the right to make changes to such wages, salary, benefits, hours and conditions. Those employees who shall accept said offer of employment with Purchaser and who shall actually commence active employment with Purchaser shall collectively be referred to as the "Continuing Employees." Notwithstanding the foregoing, and without breaching the foregoing, Purchaser reserves the right to review staffing levels, wages, benefits and conditions of employment after the Closing, and to make appropriate changes, if in its judgment such changes are necessary in light of then existing business conditions.
(b) Unless expressly listed as an Assumed Liability, Seller and Transcend shall retain responsibility for any hospital, medical, dental, life insurance, disability, workers' compensation and other employee welfare benefit plan premiums due and payable for coverage prior to the Closing Date. Hospital, medical, dental, life insurance, disability, workers' compensation and other employee welfare benefit plans listed on Schedule 2.12 for which premiums will be accrued and payable for ------------- coverage of the Continuing Employees on or after the Closing Date shall be the responsibility of Purchaser. Unless expressly listed as an Assumed Liability on Schedule 1.2, Seller shall remain responsible for paying all unpaid wages, ------------ salaries, vacation, sick-leave or other time-off pay accrued by all employees through the Closing Date.
(c) Unless expressly listed as an Assumed Liability on Schedule 1.2, ------------ Seller shall pay to all Continuing Employees all benefits accrued to such employees prior to the Closing Date (including, without limitation, vacation pay and time-off pay) as soon as practicable after Closing, but in no event more than 14 days after Closing.
(d) No provision of this Section 6.1 shall create any third-party- beneficiary rights in any employee or former employee (including any beneficiary thereof) of any Seller or Purchaser.
Appears in 1 contract
Employment Arrangements and Employee Benefits. (a) Purchaser intends to offer employment, commencing as of the Closing Date, at substantially the same wages, salary, benefits, hours and conditions in effect immediately prior to the Closing, to all employees listed on Schedule -------- 2.12 with such changes in the ordinary course of business of which Seller ---- notifies Purchaser (other than those employees listed on Schedule 6.1 (the ------------ "Excluded Employees") including Purchaser's revisions to Schedule 6.1 at or ------------ prior to Closing); provided, however, Purchaser reserves the right to make changes to such wages, salary, benefits, hours and conditions. Those employees who shall accept said offer of employment with Purchaser and who shall actually commence active employment with Purchaser shall collectively be referred to as the "Continuing Employees." Notwithstanding the foregoing, and without breaching the foregoing, Purchaser reserves the right to review staffing levels, wages, benefits and conditions of employment after the Closing, and to make appropriate changes, if in its judgment such changes are necessary in light of then existing business conditions.
(b) Unless expressly listed as an Assumed Liability, Seller and Transcend shall retain responsibility for any hospital, medical, dental, life insurance, disability, workers' compensation and other employee welfare benefit plan premiums due and payable for coverage prior to the Closing Date. Hospital, medical, dental, life insurance, disability, workers' compensation and other employee welfare benefit plans listed on Schedule 2.12 for which premiums will ------------- be accrued and payable for coverage of the Continuing Employees on or after the Closing Date shall be the responsibility of Purchaser. Unless expressly listed as an Assumed Liability on Schedule 1.2, Seller shall remain responsible for ------------ paying all unpaid wages, salaries, vacation, sick-leave or other time-off pay accrued by all employees through the Closing Date.
(c) Unless expressly listed as an Assumed Liability on Schedule 1.2, ------------ Seller shall pay to all Continuing Employees all benefits accrued to such employees prior to the Closing Date (including, without limitation, vacation pay and time-off pay) as soon as practicable after Closing, but in no event more than 14 days after Closing.
(d) No provision of this Section 6.1 shall create any third-party- beneficiary rights in any employee or former employee (including any beneficiary thereof) of any Seller or Purchaser.
Appears in 1 contract
Employment Arrangements and Employee Benefits. (a) Purchaser intends to offer employment, commencing as of the Closing Date, at substantially the same wages, salary, benefits, hours and conditions in effect immediately prior to the Closing, to all employees listed on Schedule 2.12 with such changes in the ordinary course of business of which ------------- any Seller notifies Purchaser (other than those employees listed on Schedule 6.1 (the "Excluded Employees") ------------ including Purchaser's revisions to Schedule 6.1 at or prior to Closing); ------------ provided, however, Purchaser reserves the right to make changes to such wages, salary, benefits, hours and conditions. Those employees who shall accept said offer of employment with Purchaser and who shall actually commence active employment with Purchaser shall collectively be referred to as the "Continuing Employees." Notwithstanding the foregoing, and without breaching the foregoing, Purchaser reserves the right to review staffing levels, wages, benefits and conditions of employment after the Closing, and to make appropriate changes, if in its judgment such changes are necessary in light of then existing business conditions.
(b) Unless expressly listed as an Assumed Liability, Seller and Transcend Sellers shall retain responsibility for any hospital, medical, dental, life insurance, disability, workers' compensation and other employee welfare benefit plan premiums due and payable for coverage prior to the Closing Date. Hospital, medical, dental, life insurance, disability, workers' compensation and other employee welfare benefit plans listed on Schedule 2.12 2.13 for which premiums will be accrued and payable for ------------- coverage of the Continuing Employees on or after the Closing Date shall be the responsibility of Purchaser. Unless expressly listed as an Assumed Liability on Schedule 1.2, Seller Sellers shall remain responsible for paying all unpaid wages, salaries, vacation, sick-leave or other time-off pay accrued by all employees through the Closing Date.
(c) Unless expressly listed as an Assumed Liability on Schedule 1.2, Seller Sellers shall pay to all Continuing Employees all benefits accrued to such employees prior to the Closing Date (including, without limitation, vacation pay and time-off pay) as soon as practicable after Closing, but in no event more than 14 days after Closing.
(d) At closing CORE shall grant Incentive Stock Options for 140,000 shares of CORE Common Stock to Continuing Employees (the "SSDC Employee ISOs"). Allocation of the options among Continuing Employees shall be as mutually agreed between CORE, Founder and Sellers. The documentation evidencing the SSDC Employee ISOs shall be in the form substantially similar to the form used for CORE employees, except the Incentive Stock Option Agreement will provide for full accelerated vesting upon death, disability or retirement of the employee. At the end of each calendar quarter of each year, provided Founder is an employee of Purchaser, CORE shall grant to Founder incentive stock options for the purchase of CORE Common Stock (with an exercise price equal to the stock's then current fair market value, a five year vesting schedule, including 20% vesting at grant and a 5 year term) in an amount equal to the number of SSDC Employee ISOs terminated, without exercise, during the prior calendar quarter.
(e) No provision of this Section 6.1 shall create any third-party- beneficiary rights in any employee or former employee (including any beneficiary thereof) of any Seller or Purchaser.
Appears in 1 contract
Samples: Asset Purchase Agreement (Core Inc)
