Maintenance of Terms and Conditions. (a) For a period of at least eighteen (18) months commencing on the Closing Date or such longer period as required by Applicable Law (the “Continuation Period”), Buyer shall provide, or shall cause its Affiliates to provide, each Continuing Employee who remains employed or becomes employed by Buyer or one of its Subsidiaries upon and following the Closing Date with (i) at least the same base salary or wage rate provided to such Continuing Employee immediately prior to the Closing Date, (ii) short and long-term incentive compensation opportunities, in each case which are no less favorable in the aggregate to the short and long-term compensation opportunities provided to such Continuing Employee (including all cash and equity based compensation) in the aggregate immediately prior to the Closing Date; provided that any long-term incentive award opportunities may be provided in the form of cash or equity or a combination thereof, and (iii) other compensation and employee benefits, including paid time-off, severance benefits and protections and health savings account contributions, which are no less favorable in the aggregate to such other compensation and employee benefits provided to such Continuing Employee immediately prior to the Closing Date; provided, that notwithstanding anything to the contrary herein, such compensation and employee benefits provided by Buyer (or one of its Subsidiaries) shall be of the type and at levels sufficient to comply with Applicable Law or the terms of any collective bargaining, works council or other agreement with any employee representative group.
(b) Buyer will recognize and assume the liability with respect to accrued but unused vacation time and sick leave as of the Closing Date for all Continuing Employees in which such recognition is permitted or required by Applicable Law.
(c) With respect to any employee benefit plan maintained by Buyer or any of its Affiliates in which any Continuing Employee becomes a participant, for purposes of determining eligibility to participate, vesting, vacation, paid time-off and severance plan and other benefit plan accruals, each Continuing Employee’s service with Seller or any of its Affiliates (as well as service with any predecessor employer, to the extent recognized by Seller or any of its Affiliates) shall be treated as service with Buyer and its Affiliates; provided, however, that such service need not be recognized (i) to the extent that such recognition would result in any duplic...
Maintenance of Terms and Conditions. The terms and conditions of employment agreed to and set forth in Schedules A - G, attached hereto, shall be maintained by the County during the life of this Agreement.
Maintenance of Terms and Conditions. Subject to the other provisions of this Article 9, as applicable, Buyer agrees that it shall provide (or cause its Subsidiaries or the applicable Third-Party Employer to provide) each Transferred
Maintenance of Terms and Conditions. For a period of twelve (12) months following the Closing Date (or until the date of termination of employment of the relevant Transferred Employee, if sooner) (the “Continuation Period”), Buyer shall provide, or shall cause its applicable Subsidiary to provide, each Transferred Employee with compensation and other employee and fringe benefits (excluding any deferred compensation, severance, retention, change in control, transaction, defined benefit pension, stock purchase plans or post-employment welfare benefits) that are no less favorable in the aggregate than the compensation and other employee and fringe benefits (subject to the same exclusions) provided to such Transferred Employee
Maintenance of Terms and Conditions. 44.1 The parties agree that once the Award has been subjected to a section 89A exercise the parties will then agree to include matters arising out of the Award that are deemed by the Australian Industrial Relations Commission to be non-allowable matters to form part of this agreement till the agreement reaches its nominal expiry date.
44.2 No employee shall have their terms and conditions of employment reduced as a result of the simplification of the Award in line with s 89A of the WRA.
Maintenance of Terms and Conditions. Subject to Sections 7.4(c), 7.4(l) and 7.4(m), and unless otherwise agreed to in writing, as applicable, Buyer agrees that, with respect to each Transferred Employee, for the period commencing at the Applicable Transfer Time for such Transferred Employee and ending on the 12-month anniversary of such Applicable Transfer Time (the “Relevant Period”), it shall provide (or cause its Affiliates to provide) such Transferred Employee with, annual base salary, target incentive compensation opportunities (including bonus and commission opportunities, but excluding special, one-time or Transaction-related bonuses) and employee benefits (other than retiree medical or other post-employment benefits) that are substantially similar in the aggregate to his or her annual base salary, target incentive compensation opportunities (including ordinary course bonus opportunities but excluding special, one-time or Transaction-related bonuses) and employee benefits (pursuant to Seller Benefit Plans) in effect immediately prior to such Applicable Transfer Time, as disclosed to Buyer in Schedule 3.9(a) and Schedule 3.10(d) (and as such amounts may be amended or modified following the Closing in accordance with the terms of the Transition Services Agreement).
Maintenance of Terms and Conditions. For the period commencing on the Effective Time and ending on December 31, 2023, provided that if the Effective Time occurs following March 21, 2023, such period will end on the one-year anniversary of the Closing (the “Continuation Period”), Buyer shall, and shall cause its Subsidiaries (including the Purchased Subsidiaries) to, provide each Transferred Employee with (a) a base salary or wage rate that is at least equal to the base salary or wage rate provided to such Transferred Employee immediately prior to the Effective Time, (b) annual target cash and short-term and target long-term incentive compensation opportunities (including annual equity and equity-based incentive, annual bonus, and commission opportunities) that are no less favorable in the aggregate than the target cash and short-term and long-term incentive compensation opportunities (including annual equity and equity-based incentive, annual bonus, and commission opportunities, and excluding any one-time, retention, transaction, completion, signing or other similar bonus payments) provided to such Transferred Employee immediately prior to the Effective Time and (c) employee benefits (except as otherwise provided in Section 7.5 below), fringe benefits and perquisites that are substantially comparable in the aggregate to the employee benefits, fringe benefits and perquisites provided to such Transferred Employee immediately prior to the Effective Time. Notwithstanding anything in this Article VII to the contrary, the terms and conditions provided to Transferred Employees following the Applicable Transfer Time shall be subject to the requirements of Applicable Law and all Seller Collective Agreements.
