Employment; Employee Benefits. Subject to the other provisions of this Section 11.5, immediately following the execution of this Agreement, Buyer and its Affiliates shall assess the staffing needs for the business of the Companies and the Companies’ Subsidiaries following the Closing. Any terminations as a result of such assessment shall be made by the Companies and/or the Companies’ Subsidiaries to be effective as of or after the Closing. Buyer covenants and agrees to be responsible for all obligations and liabilities with respect to or arising out of such terminations and any severance payments owed to persons who are not selected by Buyer to continue employment with the Companies and/or the Companies’ Subsidiaries following the Closing. Notwithstanding anything herein to the contrary, notices of terminations as a result of Buyer’s assessment shall be provided on or after the Closing, except to the extent otherwise agreed by the Buyer and the Shareholder. Each employee of the Companies or the Companies’ Subsidiaries that continues with the business of the Companies or the Companies’ Subsidiaries following the Closing will be provided with a wage, salary and benefit program that is similar to the wage, salary and benefit programs in place with respect to similarly situated employees of Buyer and its Affiliates immediately prior to the Closing Date (“Comparable Benefits”), to the extent such Comparable Benefits are available to such employees of the Companies or the Companies’ Subsidiaries under Buyer’s benefit programs. Comparable Benefits shall include, but not be limited to, extended illness benefit banks in existence as of the Closing; paid time off banks in existence as of the Closing; welfare benefit plans in existence as of the Closing; and retirement benefit plans in existence as of the Closing. Except where it would violate applicable laws or require Buyer to increase benefits to other employees, each employee will be credited with service with the Companies, any Companies’ Subsidiaries, Infusion Therapy Specialists, Inc., Sxxxx-Xxxxxx, Inc., or Option Health, Ltd., as applicable, for purposes of eligibility, vesting and determination of level of benefit purposes (but as to accrual of benefits, only with respect to paid time off and 401(k) matters), except to the extent such credit would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing: (a) each employee shall be immediately eligible to participate, without any waiting time,...
Employment; Employee Benefits. Prior to the Effective Time, TPT shall, if requested to do so by Raptor, terminate all of any TPT Corporation’s defined contribution 401(k) plans.
Employment; Employee Benefits. (a) Nothing in this Agreement will be construed to create a right in any employee of the Company to employment with Buyer, the Surviving Corporation or any other Subsidiary of Buyer (including the Company), and, subject to any agreement between an employee and Buyer, the Surviving Corporation or any other Subsidiary of Buyer (including the Company), the employment of each employee of the Company who continues employment with Buyer, the Surviving Corporation or any other Subsidiary of Buyer (including the Company) after the Closing Date (a "Continuing Employee") will be "at will" employment. Notwithstanding anything provided for in this subsection 7.5
(a) to the contrary, Buyer agrees to cause the Surviving Corporation to execute and enter into at Closing (1) an employment agreement with Xxxxx Xxxxxx in the form attached hereto as Exhibit G, and (2) an employment agreement with Xxxxx Xxxxxxxxx in the form attached hereto as Exhibit H.
(b) Each Continuing Employee will be eligible to continue to participate in the Surviving Corporation's health, vacation and other non-equity based employee benefit plans; provided, however, that nothing in this Section 7.5(b) or elsewhere in this Agreement will limit the right of Buyer or the Surviving Corporation to amend or terminate any such health, vacation or other employee benefit plan at any time. Nothing in this Section 7.5(b) will be interpreted to require Buyer to provide for the participation of any Continuing Employee in any Buyer Plan. Notwithstanding anything provided for in this subsection 7.5(b) to the contrary, consummation of the transactions contemplated in this Agreement shall not impact in any fashion the retiree health insurance plan (benefit) presently in place at the Company for former employees of the Company currently receiving such benefit; such benefit (already earned as a qualifying retiree of the Company) shall be continued in full force and effect after the Closing, at the cost and expense of the Company, until age 65 with respect to each former employee of the Company currently receiving such benefit. Buyer will cause the Surviving Corporation to honor the health insurance commitment to each former employee of the Company currently receiving such benefit as provided for in this subsection 7.5(b).
Employment; Employee Benefits. Prior to the Effective Time, Beacon shall, if requested to do so by Focus, terminate all or any of Beacon Corporations’ defined contribution 401(k) plans.
Employment; Employee Benefits. Each employee of an Acquired Company who continues employment with any of the Acquired Companies after Closing (a “Continuing Employee”) shall be eligible to continue to participate in Buyer’s health, vacation and other non- equity based employee benefit plans; provided, however, that nothing in this Section 6.5 or elsewhere in this Agreement shall limit the right of Buyer to amend or terminate any such health, vacation or other employee benefit plan at any time. Nothing in this paragraph shall be interpreted to require Buyer to provide for the participation of any Continuing Employee in any Plan of Buyer.
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Employment; Employee Benefits. Each U.S. employee of the Company who continues employment with the Company after Closing (a “U.S. Continuing Employee”) shall be eligible to participate in Buyer’s health, vacation and other non-equity based employee benefit plans; provided, however, that nothing in this Section 6.8 or elsewhere in this Agreement shall limit the right of Buyer to amend or terminate any such health, vacation or other employee benefit plan at any time. Nothing in this paragraph shall be interpreted to require Buyer to provide for the participation of any U.S. Continuing Employee in any Plan of Buyer.
Employment; Employee Benefits. (a) Buyer shall continue, or shall cause Panasia to continue, the employment of each Panasia employee (whether salaried or hourly, and full-time or part-time) whether or not actively employed at the Closing Date (e.g., including employees on vacation, leave of absence, including military, maternity, family, sick or short-term disability leave) at the same location where such employee was employed immediately prior to the Closing Date for a reasonable period after the Closing Date with compensation that is reasonably comparable in the aggregate to the compensation in effect immediately prior to the Closing Date and benefits as provided in this Section 5.10.
(b) Buyer shall provide, or shall cause Panasia to provide, benefits to employees of Panasia after the Closing Date that are no less favorable than the benefits, in the aggregate provided by Buyer to similarly situated employees of Buyer or Buyer's ERISA Affiliates (determined by substituting "Buyer" for "Panasia" in the definition of "Panasia ERISA Affiliate"). No benefit plan shall contain any exclusion or limitation with respect to any condition of any such employee (or beneficiary) in existence on or before the Closing Date (except to the extent that such exclusion or limitation was imposed under the applicable Panasia plan).
Employment; Employee Benefits. Prior to the Effective Time, SyntheMed shall, if requested to do so by Pathfinder, terminate all of any SyntheMed Corporation’s defined contribution 401(k) plans.
Employment; Employee Benefits. (a) Section 4.14(a) of the Seller Disclosure Schedule sets forth a true and complete list as of the date of this Agreement of each “pension plan” (within the meaning of section 3(2) of ERISA); each “welfare plan” (within the meaning of section 3(1) of ERISA) or fringe benefit plan or arrangement; each stock purchase, stock option, restricted stock, bonus or deferred compensation plan, agreement or arrangement; each employment agreement providing for material bonus payments or material benefits contingent on the severance or termination of the Employee or a change in control; and each other material employee benefit plan, fund, agreement or arrangement, in each case, that is sponsored, maintained or contributed to by the Company or an “ERISA Affiliate” for the benefit of an Employee or other service provider to the Company (each, a “Plan”).
(b) Except as set forth in Section 4.14(b) of the Seller Disclosure Schedule:
(i) With respect to each Plan, Buyer has been provided true and complete copies of the plan document and any amendments in effect which have not been incorporated into such plan document (or, if the Plan does not have a formal plan document, a description thereof), any declaration of trust or other funding arrangement, any current reports or summary plan descriptions required under ERISA or the Code, and the most recent determination letter received from the IRS if the Plan is intended to qualify under section 401(a) of the Code.
(ii) Each Plan and related trust has been operated and administered in all material respects in accordance with ERISA, the Code and other Applicable Laws.
(iii) Each Plan that is intended to qualify under section 401(a) of the Code is so qualified, and any trust that funds such Plan is exempt from taxation under section 501(a) of the Code.
(iv) No liability under Title IV or section 302 of ERISA has been incurred by the Company or an ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to the Company or an ERISA Affiliate of incurring any such liability other than liability for premiums due to the PBGC, which premiums have been paid when due.
(v) Neither the Company nor any ERISA Affiliate contributes, or is obligated to contribute, to a “multiemployer plan” (within the meaning of section 4001(a)(3) of ERISA).
(vi) As of the date of this Agreement, there are no actions, suits, claims or administrative or other proceedings pending against any Plan, excluding Seller’s...
