Employment of Business Employees. (a) Prior to the Closing Date, the Purchaser shall make an offer of employment or, as the case may be with the Transferred Subs and their respective subsidiaries, continued employment, effective as of the Closing Date to each employee of the Seller and the Business Subs who is employed in the Business other than inactive employees (which shall not include persons on maternity or family leave) and those other employees listed on Schedule 5.7(a)(i) (the "Excluded Employees") on terms and conditions that, with respect to salary shall be the same as currently offered by the Seller and the Business Subs as of the Closing Date and with respect to bonus and benefits are comparable to those offered to employees of Purchaser at similar levels. Each employee offered employment as set forth above who accepts such employment shall be deemed to be a "Transferred Employee." The Purchaser agrees to assume and thereafter pay, perform or otherwise discharge any liability or obligation for any severance and related termination costs (including but not limited to, accrued but unpaid vacation benefits) of any Transferred Employee pursuant to the severance policy of Purchaser set forth on Schedule 5.7(a)(ii). The Purchaser shall be responsible for any (i) accrued but unpaid vacation days or (ii) earned but unpaid incentive or bonus compensation that any Transferred Employee is entitled to in connection with his or her service with the Seller or Selling Sub prior to the Closing. The Seller shall be responsible for any severance, unpaid vacation days and earned but unpaid wages, incentive or bonus compensation or other benefits for the Excluded Employees. The Purchaser shall be responsible for any severance of any employee who accepts the Purchaser's offer of employment only to the extent set forth on Schedule 5.7(a)(ii). (b) Effective as of the Closing Date, the Transferred Employees shall cease participation in all Plans of the Seller and, if applicable, the Selling Subs (the "Seller Plans") and commence participation in similar Plans sponsored or established by the Purchaser including, but not limited to health, life insurance and disability plans ("Purchaser Plans"). The Purchaser shall recognize and give credit for all service by each Transferred Employee and each employee of the Transferred Subs with the Seller or any predecessor or affiliate of the Seller for purposes of (i) eligibility and vesting under the Purchaser Plans and (ii) the Purchaser's policies related to vacation pay, sick leave and personal or family leave except to the extent such credit would result in the duplication of benefits. The Purchaser Plans shall not, with respect to any Transferred Employee or any employee of the Transferred Subs, limit or otherwise restrict participation thereunder for reason of any pre-existing condition limitation or waiting period in any such Purchaser Plan. The Purchaser shall credit the Transferred Employees and the employees of the Transferred Subs with any amounts paid prior to the Closing Date under any Seller Plan with respect to satisfaction of any applicable deductible amounts and co-payment minimums under any of the Purchaser Plans which provide similar benefits. (c) The Purchaser shall indemnify and hold the Seller, the Selling Subs and their subsidiaries and affiliates harmless from and against any and all claims, losses, damages, expenses, obligation and liabilities (including costs of collection, attorneys' fees and other costs of defense) which the Seller, the Selling Subs or their subsidiaries or affiliates may incur in connection with any suit or claim or violation brought against the Seller, the Selling Subs or their subsidiaries or Affiliates under the WARN Act or any similar national, multi-national, state or local law that relates to actions taken by the Purchaser on or after the Closing Date with regard to any site of employment or one or more facilities or operating units within any site of employment of the business of Purchaser. (d) The Purchaser shall have no obligation to include inactive or Excluded Employees or their families (other than family members who are Transferred Employees) in its employee benefit plans, including, without limitation, workers compensation coverage. Effective as of the Closing, all employees of the Transferred Subs and any dependents of such shall cease, to the extent applicable, to participate in all of the Seller Plans.
Appears in 2 contracts
Samples: Acquisition Agreement (Clean Harbors Inc), Acquisition Agreement (Safety Kleen Corp/)
Employment of Business Employees. (a) Prior The Parties intend that the Business Employees will become employees of the Purchaser or its Affiliates as part of the transactions contemplated by this Agreement. Accordingly, if the employment of any Business Employee does not automatically transfer to the Closing DatePurchaser or one of its Affiliates in accordance with Applicable Law, the Purchaser shall make an offer offer, or cause one of its Affiliates to offer, employment or, as the case may be to each such Business Employee in a substantially comparable position with the Transferred Subs and their respective subsidiaries, continued employment, effective as of the Closing Date to each employee of the Seller and the Business Subs who is employed in the Business other than inactive employees (which shall not include persons on maternity or family leave) and those other employees listed on Schedule 5.7(a)(i) (the "Excluded Employees") Purchaser’s Group on terms and conditions that, that comply with respect to salary this Section 6.08. Such offer of employment shall be the same as currently offered by the Seller and the Business Subs as of made no later than thirty (30) days before the Closing Date and with respect to bonus and benefits are comparable to those offered to employees (or such longer period of Purchaser at similar levels. Each employee offered employment time before the Closing Date as set forth above who accepts such employment shall be deemed required in order to comply with any applicable Contract or Applicable Law) and shall be stated to be a "Transferred Employee." The Purchaser agrees conditional on Closing and to assume and thereafter pay, perform or otherwise discharge any liability or obligation for any severance and related termination costs (including but not limited to, accrued but unpaid vacation benefits) of any Transferred Employee pursuant to take effect on the severance policy of Purchaser set forth on Schedule 5.7(a)(ii). The Purchaser shall be responsible for any (i) accrued but unpaid vacation days or (ii) earned but unpaid incentive or bonus compensation that any Transferred Employee is entitled to in connection with his or her service with the Seller or Selling Sub prior to Closing Date immediately following the Closing. The Seller Parties acknowledge and agree that (i) any Deferred Employee shall be responsible treated for any severanceall purposes under this Agreement as if such Deferred Employee were a Business Employee, unpaid vacation days and earned but unpaid wages, incentive or bonus compensation or other benefits for the Excluded Employees. The Purchaser shall be responsible for any severance of any employee who accepts the Purchaser's offer of employment only to the extent set forth on Schedule 5.7(a)(ii).
(b) Effective as of the Closing Date, the Transferred Employees shall cease participation in all Plans of the Seller and, if applicable, the Selling Subs (the "Seller Plans") and commence participation in similar Plans sponsored or established by the Purchaser including, but not limited to health, life insurance and disability plans ("Purchaser Plans"). The Purchaser shall recognize and give credit for all service by each Transferred Employee and each employee of the Transferred Subs with the Seller or any predecessor or affiliate of the Seller for purposes of (i) eligibility and vesting under the Purchaser Plans and ; (ii) the Purchaser's policies related to vacation pay, sick leave and personal or family leave except to the extent such credit would result ’s obligations under this Section 6.08 shall apply in respect of each Deferred Employee in the duplication same way as they do to each Business Employee; and (iii) if any Deferred Employee accepts an offer of benefits. The Purchaser Plans shall not, with respect to any Transferred Employee or any employee of the Transferred Subs, limit or otherwise restrict participation thereunder for reason of any pre-existing condition limitation or waiting period in any such Purchaser Plan. The Purchaser shall credit the Transferred Employees and the employees of the Transferred Subs with any amounts paid prior to the Closing Date under any Seller Plan with respect to satisfaction of any applicable deductible amounts and co-payment minimums under any of the Purchaser Plans which provide similar benefits.
(c) The Purchaser shall indemnify and hold the Seller, the Selling Subs and their subsidiaries and affiliates harmless from and against any and all claims, losses, damages, expenses, obligation and liabilities (including costs of collection, attorneys' fees and other costs of defense) which the Seller, the Selling Subs or their subsidiaries or affiliates may incur in connection with any suit or claim or violation brought against the Seller, the Selling Subs or their subsidiaries or Affiliates under the WARN Act or any similar national, multi-national, state or local law that relates to actions taken employment made by the Purchaser under this Section 6.08(a) and reports to work with Purchaser or any of its Affiliates on or after the Closing Date start date set forth in such Deferred Employee’s offer letter, such Deferred Employee shall be treated for all purposes under this Agreement as a Transferred Employee commencing on the day such Deferred Employee reports to work with regard to any site of employment or one or more facilities or operating units within any site of employment of the business of Purchaser.
(d) The Purchaser shall have no obligation to include inactive or Excluded Employees or their families (other than family members who are Transferred Employees) in its employee benefit plans, including, without limitation, workers compensation coverage. Effective as of the Closing, all employees of the Transferred Subs and any dependents of such shall cease, to the extent applicable, to participate in all of the Seller Plans.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Novartis Ag), Stock and Asset Purchase Agreement (Lilly Eli & Co)
Employment of Business Employees. (a) Prior to the Closing Date, the Purchaser shall make an offer of employment or, as the case may be with the Transferred Subs and their respective subsidiaries, continued employment, effective as of the Closing Date to each employee of the Seller and the Business Subs who is employed in the Business other than inactive employees (which shall not include persons on maternity or family leave) and those other employees listed on Schedule 5.7(a)(i) (the "“Excluded Employees"”) on terms and conditions that, with respect to salary shall be the same as currently offered by the Seller and the Business Subs as of the Closing Date and with respect to bonus and benefits are comparable to those offered to employees of Purchaser at similar levels. Each employee offered employment as set forth above who accepts such employment shall be deemed to be a "“Transferred Employee." ” The Purchaser agrees to assume and thereafter pay, perform or otherwise discharge any liability or obligation for any severance and related termination costs (including but not limited to, accrued but unpaid vacation benefits) of any Transferred Employee pursuant to the severance policy of Purchaser set forth on Schedule 5.7(a)(ii). The Purchaser shall be responsible for any (i) accrued but unpaid vacation days or (ii) earned but unpaid incentive or bonus compensation that any Transferred Employee is entitled to in connection with his or her service with the Seller or Selling Sub prior to the Closing. The Seller shall be responsible for any severance, unpaid vacation days and earned but unpaid wages, incentive or bonus compensation or other benefits for the Excluded Employees. The Purchaser shall be responsible for any severance of any employee who accepts the Purchaser's ’s offer of employment only to the extent set forth on Schedule 5.7(a)(ii).
(b) Effective as of the Closing Date, the Transferred Employees shall cease participation in all Plans of the Seller and, if applicable, the Selling Subs (the "“Seller Plans"”) and commence participation in similar Plans sponsored or established by the Purchaser including, but not limited to health, life insurance and disability plans ("“Purchaser Plans"”). The Purchaser shall recognize and give credit for all service by each Transferred Employee and each employee of the Transferred Subs with the Seller or any predecessor or affiliate of the Seller for purposes of (i) eligibility and vesting under the Purchaser Plans and (ii) the Purchaser's ’s policies related to vacation pay, sick leave and personal or family leave except to the extent such credit would result in the duplication of benefits. The Purchaser Plans shall not, with respect to any Transferred Employee or any employee of the Transferred Subs, limit or otherwise restrict participation thereunder for reason of any pre-existing condition limitation or waiting period in any such Purchaser Plan. The Purchaser shall credit the Transferred Employees and the employees of the Transferred Subs with any amounts paid prior to the Closing Date under any Seller Plan with respect to satisfaction of any applicable deductible amounts and co-payment minimums under any of the Purchaser Plans which provide similar benefits.
(c) The Purchaser shall indemnify and hold the Seller, the Selling Subs and their subsidiaries and affiliates harmless from and against any and all claims, losses, damages, expenses, obligation and liabilities (including costs of collection, attorneys' ’ fees and other costs of defense) which the Seller, the Selling Subs or their subsidiaries or affiliates may incur in connection with any suit or claim or violation brought against the Seller, the Selling Subs or their subsidiaries or Affiliates under the WARN Act or any similar national, multi-national, state or local law that relates to actions taken by the Purchaser on or after the Closing Date with regard to any site of employment or one or more facilities or operating units within any site of employment of the business of Purchaser.
(d) The Purchaser shall have no obligation to include inactive or Excluded Employees or their families (other than family members who are Transferred Employees) in its employee benefit plans, including, without limitation, workers compensation coverage. Effective as of the Closing, all employees of the Transferred Subs and any dependents of such shall cease, to the extent applicable, to participate in all of the Seller Plans.
Appears in 1 contract
Employment of Business Employees. (a) Prior to As of the Closing Date, Xxxxx Corning shall, or cause its Subsidiaries to, (i) continue to employ (where employment continues automatically by operation of law) on the Purchaser shall make an Closing Date, or (ii) offer employment (where employment does not continue automatically by operation of law) as of the Closing Date to, each Business Employee who is actively employed immediately prior to the Closing Date (the employees described in clauses (i) and (ii) who continue employment with Xxxxx Corning or its Subsidiaries or accept such offers of employment orwith Xxxxx Corning or its Subsidiaries will be referred to as the “Transferred Employees”). Xxxxx Corning also shall, or shall cause its Subsidiaries to, continue to employ (where employment continues automatically by operation of law) or offer re-instatement or employment (where employment does not continue automatically by operation of law), as the case may be with be, to each Business Employee who is not actively employed immediately prior to the Transferred Subs Closing Date and their respective subsidiarieswho has a right of re-instatement (collectively, continued employment“Inactive Employees”), effective as of in each case on return from any leave or other absence to the extent Saint-Gobain or its Affiliates would have been required immediately prior to the Closing Date to each employee reinstate such Inactive Employee pursuant to Applicable Law or any applicable Saint-Gobain policy (pursuant to the terms of the Seller and the Business Subs who is employed such policy as in the Business other than inactive employees (which shall not include persons on maternity or family leave) and those other employees listed on Schedule 5.7(a)(i) (the "Excluded Employees") on terms and conditions that, with respect to salary shall be the same as currently offered by the Seller and the Business Subs effect as of the Closing Date and with respect to bonus and benefits are comparable to those offered to employees date hereof). A list of Purchaser at similar levels. Each employee offered employment Inactive Employees as set forth above who accepts such employment shall be deemed to be a "Transferred Employee." The Purchaser agrees to assume and thereafter payof July 10, perform or otherwise discharge any liability or obligation for any severance and related termination costs (including but not limited to, accrued but unpaid vacation benefits) of any Transferred Employee pursuant to the severance policy of Purchaser 2007 is set forth on Schedule 5.7(a)(ii8.01(a). The Purchaser Such list shall be responsible for any (i) accrued but unpaid vacation days or (ii) earned but unpaid incentive or bonus compensation that any Transferred Employee is entitled to in connection with his or her service with the Seller or Selling Sub prior to the Closing. The Seller shall be responsible for any severance, unpaid vacation days and earned but unpaid wages, incentive or bonus compensation or other benefits for the Excluded Employees. The Purchaser shall be responsible for any severance of any employee who accepts the Purchaser's offer of employment only to the extent set forth on Schedule 5.7(a)(ii).
(b) Effective updated by Saint-Gobain as of the Closing Date, the . Any Inactive Employee who returns to active employment or becomes actively employed by Xxxxx Corning or its Subsidiaries upon conclusion of his or her leave or absence as set forth in this Section 8.01(a) shall be treated as a Transferred Employee upon his or her return to active employment with Xxxxx Corning or its Subsidiaries. Business Employees who do not become actively employed by Xxxxx Corning or its Subsidiaries shall not be considered Transferred Employees under this Agreement, and Xxxxx Corning and its Subsidiaries shall cease participation in all Plans of the Seller and, if applicable, the Selling Subs (the "Seller Plans") and commence participation in similar Plans sponsored have no obligations or established by the Purchaser including, but not limited to health, life insurance and disability plans ("Purchaser Plans"). The Purchaser shall recognize and give credit for all service by each Transferred Employee and each employee of the Transferred Subs with the Seller or any predecessor or affiliate of the Seller for purposes of (i) eligibility and vesting under the Purchaser Plans and (ii) the Purchaser's policies related to vacation pay, sick leave and personal or family leave except to the extent such credit would result in the duplication of benefits. The Purchaser Plans shall not, liability with respect to such employees except for any benefits payable under any Transferred Employee or any employee of the Transferred SubsDB Plans as described in this Article VIII. For such employees, limit or otherwise restrict participation thereunder for reason of any pre-existing condition limitation or waiting period in any such Purchaser Plan. The Purchaser shall credit the Transferred Employees and the employees of the Transferred Subs with any amounts paid prior to the Closing Date under any Seller Plan with respect to satisfaction of any applicable deductible amounts and co-payment minimums under any of the Purchaser Plans which provide similar benefits.
(c) The Purchaser shall indemnify and hold the Seller, the Selling Subs and their subsidiaries and affiliates harmless from and against any and all claims, losses, damages, expenses, obligation employment-related obligations and liabilities (including costs of collection, attorneys' fees and other costs of defenseexcept for any benefits payable under any Transferred DB Plans as described in this Article VIII) which the Seller, the Selling Subs shall remain with Saint-Gobain or their subsidiaries or affiliates may incur in connection with any suit or claim or violation brought against the Seller, the Selling Subs or their subsidiaries or Affiliates under the WARN Act or any similar national, multi-national, state or local law that relates to actions taken by the Purchaser on or after the Closing Date with regard to any site of employment or one or more facilities or operating units within any site of employment of the business of Purchaserits Affiliates.
(d) The Purchaser shall have no obligation to include inactive or Excluded Employees or their families (other than family members who are Transferred Employees) in its employee benefit plans, including, without limitation, workers compensation coverage. Effective as of the Closing, all employees of the Transferred Subs and any dependents of such shall cease, to the extent applicable, to participate in all of the Seller Plans.
Appears in 1 contract
Samples: Purchase Agreement (Owens Corning)
Employment of Business Employees. (a) Prior to As of the Closing Date, Vision shall assume all obligations existing under the Purchaser shall make an offer of employment or, as the case may be with the Transferred Subs and their respective subsidiaries, continued employment, effective letter agreements dated as of the Closing Date to each employee of the Seller and the Business Subs who is employed in the Business other than inactive employees (which shall not include persons on maternity or family leave) March 15, 1999, between COCA and those other employees listed identified on Schedule 5.7(a)(i) (the "Excluded Employees") on terms and conditions that, with respect to salary shall be the same as currently offered by the Seller and the Business Subs as of the Closing Date and with respect to bonus and benefits are comparable to those offered to employees of Purchaser at similar levels. Each employee offered employment as set forth above who accepts such employment shall be deemed to be a "Transferred Employee." The Purchaser agrees to assume and thereafter pay, perform or otherwise discharge any liability or obligation for any severance and related termination costs (including but not limited to, accrued but unpaid vacation benefits) of any Transferred Employee pursuant to the severance policy of Purchaser set forth on Schedule 5.7(a)(ii). The Purchaser shall be responsible for any (i) accrued but unpaid vacation days or (ii) earned but unpaid incentive or bonus compensation that any Transferred Employee is entitled to in connection with his or her service with the Seller or Selling Sub prior to the Closing. The Seller shall be responsible for any severance, unpaid vacation days and earned but unpaid wages, incentive or bonus compensation or other benefits for the Excluded Employees. The Purchaser shall be responsible for any severance of any employee who accepts the Purchaser's offer of employment only to the extent set forth on Schedule 5.7(a)(ii9.2(a).
(b) Effective Immediately upon the execution and delivery of this Agreement, Vision shall offer employment to all other current employees of the Business as set forth on Schedule 9.2(b) (excluding COCA employees not intended to be transferred as identified on such Schedule) and such employment shall be on terms that include a base salary, corporate performance bonus and benefits substantially similar to, if not better than, those which each individual employee enjoyed with the Business as of the Closing Datedate hereof (including credit for the employees' years of service with COCA for the purpose of determining eligibility, and with such other benefits as are applicable to Vision's employees generally). Such base salary, corporate performance bonus and benefits shall continue for a minimum period ending on the Transferred Employees shall cease participation in all Plans earlier of the Seller and, if applicable, transferred employees termination of employment or one (1) year from the Selling Subs (the date hereof. All employees who accept Vision's offer of employment are herein referred to as "Seller PlansTransferred Employees") and commence participation in similar Plans sponsored or established by the Purchaser including, but not limited to health, life insurance and disability plans ("Purchaser Plans"). The Purchaser shall recognize and give credit for all service by each Transferred Employee and each employee of the Transferred Subs with the Seller or any predecessor or affiliate of the Seller for purposes of (i) eligibility and vesting under the Purchaser Plans and (ii) the Purchaser's policies related to vacation pay, sick leave and personal or family leave except to the extent such credit would result in the duplication of benefits. The Purchaser Plans shall not, with respect to any Transferred Employee or any employee of the Transferred Subs, limit or otherwise restrict participation thereunder for reason of any pre-existing condition limitation or waiting period in any such Purchaser Plan. The Purchaser shall credit the Transferred Employees and the employees of the Transferred Subs with any amounts paid prior to the Closing Date under any Seller Plan with respect to satisfaction of any applicable deductible amounts and co-payment minimums under any of the Purchaser Plans which provide similar benefits.
(c) The Purchaser Vision shall indemnify be solely responsible for all termination benefits, costs and charges of any nature arising out of or incurred after the Closing Date which are payable subsequent to the Closing Date and which relate to the Transferred Employees; provided, however, that if any Transferred Employee is terminated by Vision within one (1) year from the date hereof, such termination benefits, costs and charges shall be in at least the amounts and kind which COCA would have paid if it had taken the same action before date hereof (including the amounts required by law, plus any additional amounts customarily paid by COCA). Vision shall indemnify, defend and hold the Seller, the Selling Subs and their subsidiaries and affiliates COCA harmless from and against any and all claims, lossesliabilities, damages, expensesclaims, obligation costs and liabilities expenses (including costs of collection, reasonable attorneys' fees and other costs of defenseaccounting fees) which the Seller, the Selling Subs or their subsidiaries or affiliates may incur incurred by COCA in connection with any suit claim made by or claim on behalf of any or violation brought against all of the Seller, Transferred Employees which Vision employs or is required to employ pursuant to this Section 9.2 alleging constructive termination as a result of consummation of the Selling Subs transactions contemplated hereby or their subsidiaries or Affiliates under the WARN Act or alleging any similar national, multi-national, state or local law that relates to wrongful actions taken by the Purchaser on or Vision after the Closing Date with regard to any site of employment or one or more facilities or operating units within any site of employment of the business of PurchaserDate.
(d) The Purchaser shall have no obligation to include inactive or Excluded interest of the Transferred Employees or their families (other than family members who are Transferred Employeeswere formerly employees of COCA at the date hereof) in its employee benefit plans, including, without limitation, workers compensation coverage. Effective the plans and benefits set forth on Schedule 7.10 shall cease as of the Closingdate they become Vision's employees except to the extent: (i) otherwise provided by statute or by such plans; (ii) an employee's interest is vested; or (iii) benefits have been earned, all employees but have not been paid as of the date hereof. Benefit payments shall continue under these plans (including "extended benefits" provided by the plans, if any) for continuing claims resulting from disability or loss incurred and made prior to the date hereof. Vision shall substitute for such plans its own plans which have been disclosed to COCA and are listed on Schedule 9.2(d), provided however that service with COCA shall be credited in determining eligibility of the Transferred Subs and Employees which Vision employs or is required to employ pursuant to this Section 9.2 for any dependents such benefits including any pension or profit sharing plans of such shall cease, to the extent applicable, to participate in all of the Seller PlansVision.
Appears in 1 contract
Employment of Business Employees. (a) All employees of Parent or any of its Affiliates who have been performing services primarily for the Businesses are referred to herein as the "Business Employees." Section 6.02(a) of the Seller Disclosure Schedule sets forth the Business Employees as of the Agreement Date. Section 6.02(a)(i) of the Seller Disclosure Schedule sets forth those Business Employees who have been notified of their expected termination as of the Agreement Date, or who will not be retained by or offered employment by Buyer and its Affiliates (the "Excluded Employees"). Section 6.02(a)(ii) of the Seller Disclosure Schedule sets forth those Business Employees who are not eligible as of the Agreement Date for immediate employment by Buyer and its Affiliates (the "Deferred Employees").
(b) Prior to the Closing Date, Parent shall cause to be transferred to employment with a Transferred Subsidiary (provided that it is a participating employer under the Purchaser Guidant CIC Plans) designated by the Buyer those Business Employees who are eligible to receive benefits under the Guidant CIC Plans who (i) are not employed by a Transferred Subsidiary and (ii) are not Deferred Employees. Prior to the Closing Date, Parent shall make cause to be transferred to employment with an Affiliate which is a participating employer under the Guidant CIC Plans any Deferred Employee or Excluded Employee who is employed by a Transferred Subsidiary.
(c) At the Closing, Buyer shall, or shall cause its Affiliates to, offer employment, consistent with Buyer's obligations under Section 6.01(a), immediately following the Closing to each Business Employee who (i) is not employed by a Transferred Subsidiary, (ii) is neither an Excluded Employee nor a Deferred Employee and (iii) who is actively employed immediately prior to the Closing, including any such employees who are absent by reason of vacation, holiday, jury duty or other similar absence immediately prior to the Closing Date. Upon notification by Parent that a Deferred Employee is eligible for employment, Buyer also shall, or shall cause its Affiliates to, offer employment commencing promptly to such Deferred Employee. Parent shall not interfere with, or otherwise take any action to impair, Buyer's ability to hire any employee in connection with Buyer's offers of employment orpursuant to the foregoing provisions of this Section 6.02(c); provided, that Parent shall have no obligation to terminate any Business Employee or Deferred Employee unless Buyer fully indemnifies Parent for any Liabilities arising from a termination. The Buyer also shall, or shall cause its Affiliates to, offer re-instatement or employment as a successor employer, as the case may be with be, to each Business Employee of the Vascular Surgery Business who is not actively employed immediately prior to the Closing and who has a right of re-instatement per the Sellers' policy or applicable Law (collectively, "Inactive Business Employees"), in each case promptly upon his or her return from any leave or other absence. The Business Employees who are employed by a Transferred Subs and their respective subsidiaries, continued employment, effective Subsidiary or who accept an employment offer from the Buyer or any of its Affiliates as of the Closing Date are Continuing Employees, and any Deferred Employee and Inactive Business Employee shall be treated as a Continuing Employee upon commencement of employment with Buyer or any of its Affiliates. All such offers of employment shall comply with the provisions of this Article VI to each employee the extent and for the period then applicable and be subject to only such standard employment requirements and forms as Buyer and Parent may mutually approve. Neither the Buyer nor any of its Affiliates shall be obligated, however, to continue to employ any Continuing Employee for any specific period of time following employment, subject to applicable Law. None of the Business Employees has been transferred into or out of the Businesses since December 31, 2006, except as disclosed in Section 6.02(b) of the Seller and the Business Subs who is employed in the Business other than inactive employees (which shall not include persons on maternity or family leave) and those other employees listed on Schedule 5.7(a)(i) (the "Excluded Employees") on terms and conditions that, with respect to salary shall be the same as currently offered by the Seller and the Business Subs as of the Closing Date and with respect to bonus and benefits are comparable to those offered to employees of Purchaser at similar levels. Each employee offered employment as set forth above who accepts such employment shall be deemed to be a "Transferred Employee." The Purchaser agrees to assume and thereafter pay, perform or otherwise discharge any liability or obligation for any severance and related termination costs (including but not limited to, accrued but unpaid vacation benefits) of any Transferred Employee pursuant to the severance policy of Purchaser set forth on Schedule 5.7(a)(ii). The Purchaser shall be responsible for any (i) accrued but unpaid vacation days or (ii) earned but unpaid incentive or bonus compensation that any Transferred Employee is entitled to in connection with his or her service with the Seller or Selling Sub prior to the Closing. The Seller shall be responsible for any severance, unpaid vacation days and earned but unpaid wages, incentive or bonus compensation or other benefits for the Excluded Employees. The Purchaser shall be responsible for any severance of any employee who accepts the Purchaser's offer of employment only to the extent set forth on Schedule 5.7(a)(ii)Disclosure Schedule.
(bd) Effective as of the Closing Date, or from the Transferred employment date of any Continuing Employee hired pursuant to an offer required by this Section 6.02, the Buyer shall, or shall cause its Affiliates to, assume or retain, as the case may be, all obligations of the Parent and its Affiliates for the accrued, unused vacation of the Continuing Employees (but solely to the extent accrued in the Closing Working Capital Statement in the case of Continuing Employees employed as of the Closing Date), and shall cease participation reimburse, to the extent not assumed or retained, Parent and its Affiliates for any such accrued and unused vacation required to be paid by any of them to any Business Employees.
(e) Parent shall (or shall cause one or more of its Affiliates to) have exclusive responsibility for all severance obligations, including post-termination benefits, if any, and obligations under the Guidant CIC Plans, to the Excluded Employees for which it is identified as responsible in all Plans Section 6.02(a)(i) of the Seller andDisclosure Schedule. Parent shall have exclusive responsibility for all severance obligations, including post-termination benefits, if applicableany, and obligations under the Selling Subs Guidant CIC Plans, to those Business Employees, including Deferred Employees, required to receive but declining Buyer's (or its Affiliate's) offer of employment.
(f) Parent shall provide notice and an opportunity to exercise all outstanding equity awards of Continuing Employees prior to the "Seller Plans") Closing (or their respective termination of employment with Parent and commence participation in similar Plans sponsored or established by the Purchaser includingits Affiliates, if later), but only to the extent then vested. There shall be no acceleration of any outstanding equity awards of Continuing Employees prior to the Closing relating to the transactions contemplated hereby.
(g) Effective at the Closing, Parent and Sellers (i) shall, to the extent permitted by Law, assign to Buyer any confidentiality agreement or covenants not limited to health, life insurance compete previously entered into between Parent or such Sellers and disability plans all Continuing Employees ("Purchaser Plans"). The Purchaser shall recognize and give credit for all service by each Transferred Employee and each employee except to the extent running in favor of the Transferred Subs with Subsidiaries and except to the Seller or any predecessor or affiliate extent relating to the other businesses of the Seller for purposes of (i) eligibility and vesting under the Purchaser Plans Parent), and (ii) the Purchaser's policies related to vacation pay, sick leave and personal or family leave except to the extent such credit would result in confidentiality agreements or covenants not to compete are not assignable, shall (solely for the duplication benefit of benefits. The Purchaser Plans shall not, with respect Buyer and its Affiliates) release all Continuing Employees from confidentiality agreements and covenants not to any Transferred Employee compete previously entered into between Parent or any employee of the Transferred Subs, limit or otherwise restrict participation thereunder for reason of any pre-existing condition limitation or waiting period in any such Purchaser Plan. The Purchaser shall credit the Transferred Employees Sellers and the such employees of the Transferred Subs with any amounts paid prior relating to the Closing Date under any Seller Plan with respect to satisfaction Businesses (but not the Excluded Businesses or other businesses of any applicable deductible amounts and co-payment minimums under any of the Purchaser Plans which provide similar benefitsParent).
(ch) The Purchaser shall indemnify and hold the SellerNotwithstanding any other provision of this Section 6.02, the Selling Subs parties acknowledge and their subsidiaries agree that nothing in this Article VI is intended to grant, and affiliates harmless from and against nothing shall be deemed or construed to establish, rights of any and all claims, losses, damages, expenses, obligation and liabilities (including costs kind in any third party as a beneficiary of collection, attorneys' fees and other costs of defense) which the Seller, the Selling Subs or their subsidiaries or affiliates may incur in connection with any suit or claim or violation brought against the Seller, the Selling Subs or their subsidiaries or Affiliates under the WARN Act or any similar national, multi-national, state or local law that relates to actions taken by the Purchaser on or after the Closing Date with regard to any site of employment or one or more facilities or operating units within any site of employment of the business of Purchaserthis Agreement.
(d) The Purchaser shall have no obligation to include inactive or Excluded Employees or their families (other than family members who are Transferred Employees) in its employee benefit plans, including, without limitation, workers compensation coverage. Effective as of the Closing, all employees of the Transferred Subs and any dependents of such shall cease, to the extent applicable, to participate in all of the Seller Plans.
Appears in 1 contract
Employment of Business Employees. Purchaser shall -------------------------------- continue the employment of each Business Employee who is employed by Xxxxxxx XX immediately prior to the Closing Date (aA) Prior in a position requiring reasonably comparable skills and abilities as such Business Employee's position as of immediately prior to the Closing Date requires, (B) with annual base salary, or weekly or hourly rate of pay, which is not less than such Business Employee's pay as of immediately prior to the Closing Date, the Purchaser shall make an offer of employment or, as the case may be with the Transferred Subs and their respective subsidiaries, continued employment, effective as of the Closing Date to each employee of the Seller and the Business Subs who is employed in the Business other than inactive employees (which shall not include persons on maternity or family leave) and those other employees listed on Schedule 5.7(a)(i) (the "Excluded Employees") on terms and conditions that, with respect to salary shall be the same as currently offered by the Seller and the Business Subs as of the Closing Date and with respect to bonus and benefits are comparable to those offered to employees of Purchaser at similar levels. Each employee offered employment as set forth above who accepts such employment shall be deemed to be a "Transferred Employee." The Purchaser agrees to assume and thereafter pay, perform or otherwise discharge any liability or obligation for any severance and related termination costs (including but not limited to, accrued but unpaid vacation benefits) of any Transferred Employee pursuant to the severance policy of Purchaser set forth on Schedule 5.7(a)(ii). The Purchaser shall be responsible for any (i) accrued but unpaid vacation days or (ii) earned but unpaid incentive or bonus compensation that any Transferred Employee is entitled to in connection with his or her service with the Seller or Selling Sub prior to the Closing. The Seller shall be responsible for any severance, unpaid vacation days and earned but unpaid wages, incentive or bonus compensation or other benefits for the Excluded Employees. The Purchaser shall be responsible for any severance of any employee who accepts the Purchaser's offer of employment only to the extent set forth on Schedule 5.7(a)(ii).
(b) Effective as of the Closing Date, the Transferred Employees shall cease participation in all Plans of the Seller and, if applicable, the Selling Subs (the "Seller Plans") and commence participation in similar Plans sponsored or established by the Purchaser including, but not limited to health, life insurance and disability plans ("Purchaser Plans"). The Purchaser shall recognize and give credit for all service by each Transferred Employee and each employee of the Transferred Subs with the Seller or any predecessor or affiliate of the Seller for purposes of (i) eligibility and vesting under the Purchaser Plans and (iiC) the Purchaser's policies related to vacation paywith a work status (full or part-time, sick leave and personal or family leave except to the extent such credit would result including number of hours-per-week worked) that is not changed from that in the duplication of benefits. The Purchaser Plans shall not, with respect to any Transferred Employee or any employee of the Transferred Subs, limit or otherwise restrict participation thereunder for reason of any pre-existing condition limitation or waiting period in any such Purchaser Plan. The Purchaser shall credit the Transferred Employees and the employees of the Transferred Subs with any amounts paid effect immediately prior to the Closing Date under any ("COMPARABLE EMPLOYMENT"). Each Business Employee who continues employment with Xxxxxxx XX, Purchaser or its Affiliates shall be referred to as a "TRANSFERRED EMPLOYEE." Purchaser shall have the opportunity, not less than 30 days before the Effective Time, to designate up to nine Business Employees as to whom Purchaser shall not have the obligation to offer Comparable Employment (the "NONTRANSFERRED EMPLOYEES"), provided that such designations are made for reasons that do not violate applicable Law, and such Nontransferred Employees shall not be deemed to be Transferred Employees. Seller Plan shall provide reasonable access to Purchaser to meet with and interview the Business Employees, on such reasonable conditions as may be imposed by Seller, for the purpose of determining which, if any, shall be Nontransferred Employees, provided that such meetings and interviews shall not disrupt the operations of Xxxxxxx XX. In its sole discretion, Seller may rehire or retain such Nontransferred Employees or terminate such Nontransferred Employees in accordance with Seller's policies. Seller shall retain all obligations with respect to satisfaction of such Nontransferred Employees. Xxxxxxx XX, Purchaser and its Affiliates shall have no responsibility or obligations with respect to such Nontransferred Employees unless Xxxxxxx XX, Purchaser or its Affiliates hire any applicable deductible amounts and co-payment minimums under any of such Nontransferred Employee(s) within 12 months after the Purchaser Plans Closing Date, in which provide similar benefits.
(c) The event Purchaser shall indemnify and hold the Seller, the Selling Subs and their subsidiaries and affiliates harmless from and against any and reimburse Seller for all claims, losses, damages, expenses, obligation and liabilities (including costs of collection, attorneys' fees and other costs of defense) which the Seller, the Selling Subs or their subsidiaries or affiliates may incur incurred in connection with any suit or claim or violation brought against the Seller, the Selling Subs or their subsidiaries or Affiliates under the WARN Act or any similar national, multi-national, state or local law that relates to actions taken by the Purchaser on or after the Closing Date with regard to any site of employment or one or more facilities or operating units within any site of employment of the business of Purchaser.
(d) The Purchaser shall have no obligation to include inactive or Excluded Employees or their families (other than family members who are Transferred Employees) in its employee benefit plans, including, without limitation, workers compensation coverage. Effective as of the Closing, all employees of the Transferred Subs and any dependents termination of such shall cease, to the extent applicable, to participate in all of the Seller PlansNontransferred Employee(s).
Appears in 1 contract
Employment of Business Employees. (a) Prior Following the Closing, Bemis intends to operate the Closing Date, the Purchaser shall make an offer of employment or, Target Group and Sale Businesses in a substantially similar manner as the case may be with the Transferred Subs Target Group and their respective subsidiaries, continued employment, effective as of the Closing Date to each employee of the Seller and the Business Subs who is employed in the Business other than inactive employees (which shall not include persons on maternity or family leave) and those other employees listed on Schedule 5.7(a)(i) (the "Excluded Employees") on terms and conditions that, with respect to salary shall be the same as currently offered Sale Businesses were operated by the Seller and the Business Subs as of the Closing Date and with respect to bonus and benefits are comparable to those offered to employees of Purchaser at similar levels. Each employee offered employment as set forth above who accepts such employment shall be deemed to be a "Transferred Employee." The Purchaser agrees to assume and thereafter pay, perform or otherwise discharge any liability or obligation for any severance and related termination costs (including but not limited to, accrued but unpaid vacation benefits) of any Transferred Employee pursuant to the severance policy of Purchaser set forth on Schedule 5.7(a)(ii). The Purchaser shall be responsible for any (i) accrued but unpaid vacation days or (ii) earned but unpaid incentive or bonus compensation that any Transferred Employee is entitled to in connection with his or her service with the Seller or Selling Sub Group immediately prior to the Closing. The Seller shall be responsible for any severance, unpaid vacation days and earned but unpaid wages, incentive or bonus compensation or other benefits for Nothing in this Paragraph 1 of Part A of Schedule 12 is intended to modify the Excluded Employees. The Purchaser shall be responsible for any severance of any employee who accepts the Purchaser's offer of employment only to the extent parties’ agreements set forth on in this Schedule 5.7(a)(ii)12.
(b) Effective as of the Closing Date, the Transferred Employees shall cease participation in all Plans Bemis or another member of the Seller and, if applicable, the Selling Subs (the "Seller Plans") and commence participation in similar Plans sponsored or established by the Purchaser including, but not limited Xxxxx Group shall continue to health, life insurance and disability plans ("Purchaser Plans"). The Purchaser shall recognize and give credit for all service by each Transferred Employee and each employee of the Transferred Subs with the Seller or any predecessor or affiliate of the Seller for purposes of employ (i) eligibility and vesting under the Purchaser Plans Business Employees whose employment continues automatically by operation of applicable Law relating to employment and (ii) the Purchaser's policies related to vacation pay, sick leave and personal or family leave except to the extent such credit would result in the duplication of benefits. The Purchaser Plans shall not, with respect to any Transferred Employee or any employee of the Transferred Subs, limit or otherwise restrict participation thereunder for reason of any pre-existing condition limitation or waiting period in any such Purchaser Plan. The Purchaser shall credit the Transferred Employees and the employees of the Transferred Subs with any amounts paid prior to the Closing Date under any Seller Plan with respect to satisfaction of any applicable deductible amounts and co-payment minimums under any of the Purchaser Plans which provide similar benefitsTarget Employees.
(c) The Purchaser shall indemnify and hold Where applicable Law relating to employment does not provide for the Seller, required automatic continuation of the Selling Subs and their subsidiaries and affiliates harmless from and against any and all claims, losses, damages, expenses, obligation and liabilities (including costs employment of collection, attorneys' fees and other costs of defense) which the Seller, the Selling Subs or their subsidiaries or affiliates may incur Business Employees in connection with any suit the transactions contemplated hereby or claim provides for the automatic termination of employment or violation brought against for the Sellerright of Business Employees to request termination (whether or not such request is binding on the employer under applicable Law), as soon as practicable prior to Closing Bemis or one of its Affiliates shall offer new employment effective at Closing to all Business Employees deemed by Bemis to be necessary to the operation of the Target Group and Sale Businesses immediately after Closing on substantially similar terms and conditions as those provided to similarly situated employees of the Xxxxx Group, provided that the relevant Sellers grant reasonable access with respect to human resources matters to key Business Employees prior to Closing as reasonably determined by, and at times and pursuant to arrangements reasonably acceptable to, the Selling Subs or their subsidiaries or Affiliates under RTA Representative and Bemis. Offers of employment to Business Employees deemed by Bemis to be necessary to the WARN Act or any similar national, multi-national, state or local law that relates to actions taken by operation of the Purchaser Business who are on or after leave as of the Closing Date with regard shall be made to such Business Employees promptly following the date any site of employment or one or more facilities or operating units within any site of employment of the business of Purchasersuch Business Employee presents himself as able to work, provided that such Business Employee presents himself no later than sixty (60) calendar days following Closing.
(d) The Purchaser shall have no obligation For any Business Employee who works in the Chicago Shared Service Center who will provide transition services to include inactive or Excluded Employees or their families (other than family members Seller following the Closing Date and who are Transferred Employees) in its employee benefit plans, including, without limitation, workers compensation coverage. Effective as is deemed by Bemis to be necessary to the operation of the Business, Bemis or one of its Affiliates shall offer new employment to each such Business Employee with effect from Closing, all employees of the Transferred Subs and any dependents of such shall cease, to the extent applicable, to participate in all of the Seller Plans.
Appears in 1 contract
Employment of Business Employees. The Acquired Companies shall continue the employment of all Business Employees for at least ninety (a90) Prior to days after the Closing Date, excluding employees of the Purchaser shall make an offer of employment or, as the case may be with the Transferred Subs and their respective subsidiaries, continued employment, effective PH Business who are not actively employed as of the Closing Date to each employee (e.g., on a leave of absence). Employees of the Seller and the PH Business Subs who is are not actively employed in the Business other than inactive employees (which shall not include persons on maternity or family leave) and those other employees listed on Schedule 5.7(a)(i) (the "Excluded Employees") on terms and conditions that, with respect to salary shall be the same as currently offered by the Seller and the Business Subs as of the Closing Date and with respect to bonus and benefits are comparable to those offered to (e.g., on a leave of absence) shall not become employees of Purchaser at similar levels. Each employee offered employment as set forth above who accepts such employment shall be deemed to be a "Transferred Employee." The Purchaser agrees to assume and thereafter pay, perform or otherwise discharge any liability or obligation for any severance and related termination costs (including but not limited to, accrued but unpaid vacation benefits) of any Transferred Employee pursuant to the severance policy of Purchaser set forth on Schedule 5.7(a)(ii). The Purchaser shall be responsible for any (i) accrued but unpaid vacation days or (ii) earned but unpaid incentive or bonus compensation that any Transferred Employee is entitled to in connection with his or her service with the Seller or Selling Sub prior to the Closing. The Seller shall be responsible for any severance, unpaid vacation days and earned but unpaid wages, incentive or bonus compensation or other benefits for the Excluded Employees. The Purchaser shall be responsible for any severance of any employee who accepts the Purchaser's offer of employment only to the extent set forth on Schedule 5.7(a)(ii).
(b) Effective an Acquired Company as of the Closing Date, and shall remain the Transferred Employees shall cease participation in responsibility of Seller for all Plans purposes. Each such PH Business employee not actively employed as of the Seller andClosing Date shall be offered employment by an Acquired Company on the first date that such PH Business employee is eligible to return to active service and reports to active service with an Acquired Company; provided, if applicablehowever, the Selling Subs (the "Seller Plans") and commence participation in similar Plans sponsored or established by the Purchaser including, but not limited to health, life insurance and disability plans ("Purchaser Plans"). The Purchaser shall recognize and give credit for all service by each Transferred Employee and each employee of the Transferred Subs with the Seller or any predecessor or affiliate of the Seller for purposes of that (i) eligibility and vesting under such return to active employment date is within ninety (90) days following the Purchaser Plans Closing Date or, if longer, within the period required by Law to return to active employment and (ii) the Purchaser's policies related to vacation pay, sick leave and personal or family leave except any such PH Business employee who is hired by an Acquired Company shall be treated as a Business Employee only with respect to the extent period after such credit would result date of hire but such PH Business Employee shall be treated in the duplication of benefitsall respects as other PH Business Employees hereunder. The Purchaser Plans Seller shall not, retain all responsibilities and Liabilities with respect to any Transferred severance-related payments or benefits for any such PH Business employee in connection with cessation of employment prior to or on such hire date by an Acquired Company. Seller shall retain all responsibilities and Liabilities with respect to any severance-related payments or benefits for any Business Employee or Former Business Employee in connection with cessation of employment of any employee such Person prior to or on the Closing Date. For the 2016 calendar year, the Company shall apply the predecessor-successor rule under Code Section 3121(a)(1) and similar state laws which allows compensation paid with respect to employment of the Transferred Subs, limit or otherwise restrict participation thereunder for reason of any pre-existing condition limitation or waiting period in any such Purchaser Plan. The Purchaser shall credit Business Employees by Seller and its Subsidiaries during the Transferred Employees and the employees portion of the Transferred Subs with any amounts paid 2016 calendar year prior to the Closing Date under any to be considered as having been paid by the successor Company for FICA, FUTA, SUTA and similar purposes. The Seller Plan and its Subsidiaries will transfer W-2 responsibility, and all data with respect to satisfaction of any applicable deductible amounts payroll and co-payment minimums under any of withholdings, for the Purchaser Plans which provide similar benefits.
(c) The Purchaser shall indemnify and hold Business Employees for 2016 to the Seller, the Selling Subs and their subsidiaries and affiliates harmless from and against any and all claims, losses, damages, expenses, obligation and liabilities (including costs of collection, attorneys' fees and other costs of defense) which the Seller, the Selling Subs or their subsidiaries or affiliates may incur in connection with any suit or claim or violation brought against the Seller, the Selling Subs or their subsidiaries or Affiliates under the WARN Act or any similar national, multi-national, state or local law that relates to actions taken by the Purchaser on or after the Closing Date with regard to any site of employment or one or more facilities or operating units within any site of employment of the business of Purchaser.
(d) The Purchaser shall have no obligation to include inactive or Excluded Employees or their families (other than family members who are Transferred Employees) in its employee benefit plans, including, without limitation, workers compensation coverage. Effective Company as of the ClosingClosing Date, including all employees applicable payroll and withholding information necessary for W-2 reporting and unemployment withholding and similar state reporting and withholding for all Business Employees and all W-4s for each Business Employee and shall comply with the predecessor-successor rules for application of the Transferred Subs and any dependents of such shall cease, to the extent applicable, to participate alternate procedure as set forth in all of the Seller PlansIRS Revenue Procedure 2004-53.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Healthways, Inc)
Employment of Business Employees. (a) Prior Subject to the Closing Dateagreed upon reduction in force set forth in Section 5.18, within five (5) business days before the issuance of the Section 363/365 Order by the Bankruptcy Court approving the Acquisition by the Purchaser, the Purchaser shall make an offer offers of employment or, as the case may be with the Transferred Subs and their respective subsidiaries, continued employment, effective as of the Closing Date Date, to each employee (i) substantially all of the employees of the Seller who are primarily engaged in the operation of the Business, including, specifically, all employees who may be subject to the Assumed SIP Guarantees (those who accept such offers are referred to collectively as the "Transferred Employees") and (ii) substantially all of the Business Subs employees of the Seller's Affiliates and subsidiaries (other than the Transferred Subs) who is employed are primarily engaged in the Business other than inactive employees in respect of jurisdictions where the Business is operated by a Transferred Sub and who would not otherwise transfer to Purchaser's group or a Transferred Sub automatically by operation of law as a result of the Acquisition and who have been identified by Seller in a letter to Purchaser (which shall not include persons on maternity or family leave) and those other employees listed on Schedule 5.7(a)(i) (who accept such offers are referred to collectively as the "Excluded Mismatched Employees") ), on terms and conditions that, with respect to salary shall be retention bonus, are equivalent in all material respects to the same as retention bonus currently offered to each such employee by the Seller Seller, Trans- ferred Sub and the Business Subs as Mismatched Employer, with respect to salary, sales commissions and annual bonus are substantially similar in all material respects to those currently offered to similarly situated employees of the Closing Date Purchaser, and with respect to bonus other matters, are, subject to any overriding legal and benefits are comparable to those offered to employees of Purchaser at similar levels. Each employee offered employment as set forth above who accepts such employment shall be deemed to be a "Transferred Employee." The Purchaser agrees to assume and thereafter payregulatory requirements, perform or otherwise discharge any liability or obligation for any severance and related termination costs (including substantially similar, in the aggregate, in accordance with Purchaser's established policies, including, but not limited to, accrued but unpaid vacation benefits) eligibility requirements, to those currently offered to similarly situated employees of Purchaser. For the avoidance of doubt, Purchaser is not hereby obligated to employ any of the Transferred Employees or Mismatched Employees for any particular period. Notwithstanding the foregoing, the Purchaser shall not be liable for any amount of any Transferred Employee pursuant sales commissions, annual bonus or retention bonus attributable to the severance policy of Purchaser set forth on Schedule 5.7(a)(ii). The Purchaser shall be responsible for any (i) accrued but unpaid vacation days or (ii) earned but unpaid incentive or bonus compensation that any Transferred Employee is entitled to in connection with his or her service with the Seller or Selling Sub period prior to the Closing. The Seller shall be responsible for pay all amounts accrued by any severanceTransferred Employee or Mismatched Employee under the Seller's Incentive Compensation Plan, unpaid vacation days and earned but unpaid wagesSeller's or Mismatched Employers' sales commission plans, incentive the Seller's Key Performance Award Plan or bonus compensation the Seller's Special Management Incentive Plan (collectively, the "Incentive Plans") with respect to any full or other benefits for partial calendar month ending on or before the Excluded EmployeesClosing. The provisions of the preceding sentence shall apply only to liability to pay bonuses under the plans described in this Section 5.8(a) and all other compensation and benefits payable to such Transferred Employees and Mismatched Employees shall be payable to the same by their respective employers during the respective periods of employment. Notwithstanding any provision in this Agreement, the Purchaser shall be responsible recognize, honor and assume the liability for any severance each such Transferred Employees and Mismatched Employee's accrued but unused vacation and sick time with the Seller, Transferred Subs and Mismatched Employers, as accrued as of any employee who accepts the Purchaser's offer of employment only to the extent set forth on Schedule 5.7(a)(ii)Closing.
(b) Effective With respect to each employee of the Transferred Subs ("Transferred Sub Employee"), the Purchaser agrees to cause each Transferred Sub to provide all employees of such Transferred Sub with salary, sales commissions, annual bonus and retention bonus, which are substantially equivalent to those currently offered to each such employee by the Seller and Transferred Sub and with respect to other matters, which are substantially similar, in the aggregate, to those currently offered to each such employee by the Seller and Transferred Sub, which terms and conditions will continue after the Closing Date for at least as long as is required by applicable law. For avoidance of doubt, Purchaser shall cause the Transferred Subs to be liable for any amount of sales commissions, annual bonus and retention bonus and special management incentive bonus accrued by any Transferred Sub Employee prior to or after the Closing.
(c) Seller shall use its commercially reasonable endeavors to encourage all Mismatched Employees to accept Purchaser's offer of employment. Seller shall indemnify and hold harmless Purchaser, its subsidiaries and Affiliates (including the Transferred Subs) against any and all claims, losses, damages, expenses, obligations and liabilities (including costs of collection, attorneys' fees and other costs of defense) which the Purchaser, its subsidiaries or Affiliates (including the Transferred Subs) may incur in connection with any termination of employment by Seller and the respective Mismatched Employer of any employee of Seller or a Mismatched Employee who does not accept Purchaser's offer of employment.
(d) As used hereinafter, the term "Business Employees" shall mean, collectively, the Transferred Employees, Mismatched Employees and Transferred Sub Employees. Except as agreed between the Seller and Purchaser, effective as of the Closing Date, the Transferred Business Employees shall cease participation in all Plans of the Seller Plans and, if applicablesubject to the Purchaser's standard policies, the Selling Subs (the "Seller Plans") and including but not limited to eligibility requirements, commence participation in similar Plans plans sponsored or established by the Purchaser (or the appropriate assignee for purposes of Section 1.11) including, but not limited to health, life insurance and disability plans ("Purchaser Plans"). The Purchaser shall recognize and give credit for all service by each Transferred Business Employee and each employee of the Transferred Subs with the Seller or any predecessor or affiliate Affiliate of the Seller for purposes of (i) eligibility eligibility, vesting and vesting benefits under the Purchaser Plans and (ii) the Purchaser's policies related to vacation payemployee benefits plans and policies, including but not limited to, flexible time off including vacation, sick leave and leave, personal or family leave and retirement benefits, except for benefit accruals under any of Purchaser's defined benefit plans and to the extent such credit would result in the duplication of benefits. The Notwithstanding any provision in this Agreement, the Purchaser shall provide or cause the Transferred Subs to provide to each Business Employee whose employment is involuntarily terminated within six (6) months of the Closing Date severance benefits that are equivalent to those currently offered to each such employee by the Seller, Transferred Sub or Mismatched Employer. Notwithstanding any provision in this Agreement, those of the Purchaser Plans which are health benefit plans shall not, with respect to any Transferred Business Employee or any employee dependents of the Transferred Subssuch employee, limit or otherwise restrict participation thereunder for reason of any pre-existing condition limitation or waiting period in any such Purchaser Plan. Purchaser shall use its commercially reasonable efforts to accommodate the direct rollover of eligible rollover distributions made to any Transferred Employees, including loans, from the Comdisco Retirement Plan to the SunGard Data Systems Inc. Savings Plan, subject to administrative feasibility. In accordance with Purchaser's policies and stock option plans, the Purchaser shall issue stock options to key Business Employees. The Purchaser shall recognize and give credit the for medical plan deductibles paid under Seller's plans by Transferred Employees and the employees of the Transferred Subs with any amounts paid prior to the Closing Date under any Seller Plan with respect to satisfaction of any applicable deductible amounts and co-payment minimums under any of the Purchaser Plans which provide similar benefits.
(c) The Purchaser shall indemnify and hold the Seller, the Selling Subs and their subsidiaries and affiliates harmless from and against any and all claims, losses, damages, expenses, obligation and liabilities (including costs of collection, attorneys' fees and other costs of defense) which the Seller, the Selling Subs or their subsidiaries or affiliates may incur in connection with any suit or claim or violation brought against the Seller, the Selling Subs or their subsidiaries or Affiliates under the WARN Act or any similar national, multi-national, state or local law that relates to actions taken by the Purchaser on or after the Closing Date with regard to any site of employment or one or more facilities or operating units within any site of employment of the business of Purchaser.
(d) The Purchaser shall have no obligation to include inactive or Excluded Employees or their families (other than family members who are Transferred Employees) in its employee benefit plans, including, without limitation, workers compensation coverage. Effective as of the Closing, all employees of the Transferred Subs and any dependents of such shall cease, subject to the extent applicable, to participate in all of the Seller Plansmedical plan deductibles.
Appears in 1 contract
Employment of Business Employees. (a) Prior to the Closing Date, the Purchaser shall make an offer of employment or, as the case may be with the Transferred Subs and their respective subsidiaries, continued employment, effective as of the Closing Date to each employee of the Seller and the Business Subs who is employed in the Business other than inactive employees (which shall not include persons on maternity or family leave) and those other employees listed on Schedule 5.7(a)(i) (the "Excluded Employees") on terms and conditions that, with respect to salary shall be the same as currently offered by the Seller and the Business Subs as of the Closing Date and with respect to bonus and benefits are comparable to those offered to employees of Purchaser at similar levels. Each employee offered employment as set forth above who accepts such employment shall be deemed to be a "Transferred Employee." The Purchaser agrees to assume and thereafter pay, perform or otherwise discharge any liability or obligation for any severance and related termination costs (including but not limited to, accrued but unpaid vacation benefits) of any Transferred Employee pursuant to the severance policy of Purchaser set forth on Schedule 5.7(a)(ii). The Purchaser shall be responsible for any (i) accrued but unpaid vacation days or (ii) earned but unpaid incentive or bonus compensation that any Transferred Employee is entitled to in connection with his or her service with the Seller or Selling Sub prior to the Closing. The Seller shall be responsible for any severance, unpaid vacation days and earned but unpaid wages, incentive or bonus compensation or other benefits for the Excluded Employees. The Purchaser shall be responsible for any severance of any employee who accepts the Purchaser's offer of employment only to the extent set forth on Schedule 5.7(a)(ii).
(b) Effective as As of the Closing Date, the Transferred Employees Parents shall cease participation in all Plans of cause the Seller and, if applicable, the Selling Subs (the "Seller Plans") Company and commence participation in similar Plans sponsored or established by the Purchaser including, but not limited its Subsidiaries to health, life insurance and disability plans ("Purchaser Plans"). The Purchaser shall recognize and give credit for all service by each Transferred Employee and each employee of the Transferred Subs with the Seller or any predecessor or affiliate of the Seller for purposes of (i) eligibility and vesting under continue to employ (where employment continues automatically by operation of law) on the Purchaser Plans and Closing Date, or (ii) the Purchaser's policies related to vacation pay, sick leave and personal or family leave except to the extent such credit would result in the duplication offer employment (where employment does not continue automatically by operation of benefits. The Purchaser Plans shall not, with respect to any Transferred Employee or any employee law) as of the Transferred SubsClosing Date to, limit or otherwise restrict participation thereunder for reason of any pre-existing condition limitation or waiting period in any such Purchaser Plan. The Purchaser shall credit the Transferred Employees and the employees of the Transferred Subs with any amounts paid each Business Employee who is actively employed immediately prior to the Closing Date (the employees described in clauses (i) and (ii) who continue employment with the Company or its Subsidiaries or accept such offers of employment with the Company or its Subsidiaries will be referred to as the “Company Employees”). The Company also shall, or shall cause its Subsidiaries to, continue to employ (where employment continues automatically by operation of law) or offer re-instatement or employment (where employment does not continue automatically by operation of law), as the case may be, to each Business Employee who is not actively employed immediately prior to the Closing Date and who has a right of re-instatement (collectively, “Inactive Employees”), in each case on return from any leave or other absence to the extent the Parents or their respective Affiliates would have been required immediately prior to the Closing Date to reinstate such Inactive Employee pursuant to Applicable Law or any applicable Parent policy (pursuant to the terms of such policy as in effect as of the date hereof). A list of Inactive Employees as of February 1, 2007 is set forth on Schedule 8.01(a). Such list shall be updated by the Parents as of the Closing Date. Any Inactive Employee who returns to active employment or becomes actively employed by the Company or its Subsidiaries upon conclusion of his or her leave or absence as set forth in this Section 8.01(a) shall be treated as a Company Employee upon his or her return to active employment with the Company or its Subsidiaries. Business Employees who do not become actively employed by the Company or its Subsidiaries shall not be considered Company Employees under any Seller Plan this Agreement, and the Company or its Subsidiaries shall have no obligations or liability with respect to satisfaction of such employees except for any applicable deductible amounts and co-payment minimums benefits payable under any of the Purchaser Transferred DB Plans which provide similar benefits.
(c) The Purchaser shall indemnify and hold the Selleras described in this Article VIII. For such employees, the Selling Subs and their subsidiaries and affiliates harmless from and against any and all claims, losses, damages, expenses, obligation employment-related obligations and liabilities (including costs of collection, attorneys' fees and other costs of defenseexcept for any benefits payable under any Transferred DB Plans as described in this Article VIII) which shall remain with the Seller, the Selling Subs applicable Parent or their subsidiaries or affiliates may incur in connection with any suit or claim or violation brought against the Seller, the Selling Subs or their subsidiaries or its Affiliates under the WARN Act or any similar national, multi-national, state or local law that relates to actions taken by the Purchaser on or after the Closing Date with regard to any site of employment or one or more facilities or operating units within any site of employment of the business of Purchaser.
(d) The Purchaser shall have no obligation to include inactive or Excluded Employees or their families (other than family members who are Transferred Employees) in the Company and its employee benefit plans, including, without limitation, workers compensation coverage. Effective as of the Closing, all employees of the Transferred Subs and any dependents of such shall cease, to the extent applicable, to participate in all of the Seller PlansSubsidiaries).
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Employment of Business Employees. (a) Prior Notwithstanding anything contained in this Agreement to the Closing Datecontrary, Seller acknowledges that Buyer will not be obligated to employ any particular Business Employee, and if Buyer does employ any Business Employees it will not be obligated to employ any such Business Employee for any particular period or on any particular terms or conditions of employment. Buyer shall give Hired Employees (as defined below) credit for purposes of vesting and eligibility only under the Purchaser benefit plans provided to the Hired Employees by Buyer (the “Buyer Plans”) for all continuous employment with Seller (provided specifically however, that this will not extend to credit for benefit accrual under any “employee pension benefit plan” within the meaning of Section 3(2) of ERISA). Further, Buyer shall make an offer of employment or, as give such Hired Employee credit under the case may be with Buyer Plans in the Transferred Subs and their respective subsidiaries, continued employment, effective as calendar year of the Closing Date to each employee of the Seller and the Business Subs who is employed in the Business other than inactive employees (which shall not include persons on maternity or family leave) and those other employees listed on Schedule 5.7(a)(i) (the "Excluded Employees") on terms and conditions that, with respect to salary shall be the same as currently offered by the Seller and the Business Subs as of the Closing Date and with respect to bonus and benefits are comparable to those offered to employees of Purchaser at similar levels. Each employee offered employment as set forth above who accepts such employment shall be deemed to be a "Transferred Employee." The Purchaser agrees to assume and thereafter pay, perform or otherwise discharge any liability or obligation for any severance and related termination costs amounts expended by such Hired Employee (including but not limited to, accrued but unpaid vacation benefits) of any Transferred Employee pursuant to the severance policy of Purchaser set forth on Schedule 5.7(a)(ii). The Purchaser shall be responsible for any (i) accrued but unpaid vacation days or (ii) earned but unpaid incentive or bonus compensation that any Transferred Employee is entitled to in connection with his or her service with the Seller or Selling Sub prior to the Closing. The Seller shall be responsible for any severance, unpaid vacation days and earned but unpaid wages, incentive or bonus compensation or other benefits for the Excluded Employees. The Purchaser shall be responsible for any severance of any employee who accepts the Purchaser's offer of employment only to the extent set forth on Schedule 5.7(a)(ii)dependents) towards deductibles under Seller’s Benefit Plans.
(b) Effective Seller will be solely responsible for any and all claims and obligations, if any, for wages, commissions, salary, insurance, wage continuation, compliance with the extension of coverage under COBRA, severance pay, termination pay and other benefits (including accrued and unearned vacation, holiday, sick pay and unemployment and other benefits, if any) arising or accruing or claimed to arise or accrued under the Employee Plans or otherwise, during Seller’s employment of such individual Business Employee, with respect to such individual Business Employee or such individual’s spouse, dependants and beneficiaries. Without limiting the foregoing, Buyer will have no responsibility for any compensation, commission, pension, employee benefits or termination or severance obligation for a Business Employee who fails to accept an offer of Buyer’s offer of employment, who fails to commence employment with Buyer or who is not offered employment by the Buyer (“Non-Hired Employee”). Buyer will only be responsible for employment-related liabilities related to Business Employees who accept an offer of employment and commence employment with Buyer (“Hired Employees”) which accrue on and after the date of the Hired Employee’s commencement of employment with Buyer (“Employment Date”) and any liabilities arising as a result of any of Buyer’s activities in connection with the evaluation and hiring process whether before or after the Closing Date, the Transferred Employees shall cease participation that violate or are alleged to violate any applicable laws. Seller will pay all withholding tax and similar obligations in all Plans of the Seller and, if applicable, the Selling Subs (the "Seller Plans") and commence participation in similar Plans sponsored or established by the Purchaser including, but not limited to health, life insurance and disability plans ("Purchaser Plans"). The Purchaser shall recognize and give credit for all service by each Transferred Employee and each employee of the Transferred Subs with the Seller or any predecessor or affiliate of the Seller for purposes of (i) eligibility and vesting under the Purchaser Plans and (ii) the Purchaser's policies related to vacation pay, sick leave and personal or family leave except to the extent such credit would result in the duplication of benefits. The Purchaser Plans shall not, case with respect to any Transferred each Hired Employee or any employee of the Transferred Subs, limit or otherwise restrict participation thereunder for reason of any pre-existing condition limitation or waiting period in any such Purchaser Plan. The Purchaser shall credit the Transferred Employees and the employees of the Transferred Subs with any amounts paid all periods ending prior to such Hired Employee’s Employment Date or the Closing Date under any Seller Plan with respect to satisfaction termination of any applicable deductible amounts and co-payment minimums under any Seller’s employment of the Purchaser Plans which provide similar benefits.
(c) The Purchaser shall indemnify and hold the Sellersuch Hired Employee, the Selling Subs and their subsidiaries and affiliates harmless from and against any whichever is earlier and all claimsNon-Hired Employees. All liabilities of Seller under this Section 8.09(b) will constitute Excluded Liabilities. As used in this Agreement, losses, damages, expenses, obligation and liabilities (including costs of collection, attorneys' fees and other costs of defense) which the Seller, the Selling Subs or their subsidiaries or affiliates may incur in connection with “Employee Plans” means any suit or claim or violation brought against the Seller, the Selling Subs or their subsidiaries or Affiliates under the WARN Act or any similar national, multi-national, state or local law that relates to actions taken by the Purchaser on or after the Closing Date with regard to any site of employment or one or more facilities or operating units within any site of employment of the business of Purchaser.
(d) The Purchaser shall have no obligation to include inactive or Excluded Employees or their families (other than family members who are Transferred Employees) in its employee benefit plans, includingincluding any pension, without limitationprofit sharing, workers compensation coveragetermination/severance policy, retirement or thrift plan, or any other compensation, welfare, fringe benefit or retirement plan, program, stock purchase or stock option plan, for current or former employees or agents of Seller primarily employed in the Business or their beneficiaries or dependents. Effective Buyer shall not be liable for any withdrawal liability under any existing multi-employer plan (as defined by ERISA), arising from the purchase and sale of the Closing, all employees of Purchased Assets and the Transferred Subs and any dependents of such shall cease, to the extent applicable, to participate in all of the Seller PlansBusiness.
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Samples: Asset Purchase Agreement (Maverick Tube Corporation)
