Offers of Employment. (1) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time. (2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements. (3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time. (4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees. (5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder. (6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 5 contracts
Samples: Asset Transfer Agreement (Mondelez International, Inc.), Canadian Asset Transfer Agreement (Kraft Foods Group, Inc.), Canadian Asset Transfer Agreement (Kraft Foods Group, Inc.)
Offers of Employment. (1a) Effective on The Parties hereto intend that there shall be continuity of employment with respect to certain Business Employees. Sellers hereby consent to the hiring of their respective Business Employees and after waives, with respect to the Effective Timeemployment by Buyer (or an Affiliate of Buyer) of any Business Employees, any claims or rights Sellers may have against Buyer (or an Affiliate of Buyer) or any Business Employee under any non-competition, confidentiality or employment agreement. Buyer shall offer at-will employment at to the Purchaser will employ all of the Transferred Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1)9.1 hereto as provided in Employee Transition Agreement. Nothing in this Agreement shall be construed to prevent Buyer (or any Affiliate of Buyer) at any time from terminating the employment of any Transferred Employee, on amending or terminating any employee benefit plan or otherwise changing the same terms and conditions which are in effect as of employment of the Effective Time for all hourly paid Non-Union Employees of the Vendor Transferred Employees.
(b) Nothing in this Agreement shall be construed to create a right in any Business Employee to employment with Buyer or its Affiliates and, subject to any agreement between an employee and Buyer or an Affiliate of Buyer, the extent that written offers of employment have been provided to salaried Non-Union Business Employees of the Vendor, on the same terms and conditions which are set out in such written offers of who continue employment with Buyer or an Affiliate of Buyer after the Purchaser which have been extended Closing Date shall be employed in “at will” employment.
(c) With respect to such salaried Non-Union Employees each Transferred Employee, Buyer (or its Affiliates) shall (i) cause any Transferred Employee that was covered under a medical or dental plan, disability benefit plan or life insurance plan (collectively the “Benefit Plans”) of the Vendor a Seller immediately prior to the Closing Date and which have been accepted to be covered either (A) by Buyer’s Benefit Plans at such salaried Non-Union time as the Transferred Employees as become employees of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees Buyer in accordance with the Vendor andEmployee Transition Agreement, if applicable, Predecessors (B) by assuming one or more of Sellers’ Benefit Plans as applicable at such time as the Vendor, Transferred Employees become employees of Buyer in accordance with the Employee Transition Agreement (in which case the same shall become an Assumed Liability at such time) or (C) to the extent recognized allowed by Sellers’ existing Benefit Plans, keeping such Transferred Employee on Sellers’ Benefit Plans as applicable and paying when due to the Vendorapplicable Seller any and all costs of maintaining and administering such Benefit Plans; provided, for all purposes. No however, in any event, that each Transferred Employee by no later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, January 1,2011 will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements a comparable employee benefit plan, program, or arrangement maintained by Buyer (“Unionized Employees”or its Affiliates), effective on without limitations based upon pre existing conditions (and after the Effective Time, the Purchaser will be a successor employer amount of any expenses incurred prior to the Vendor of all Unionized Employees such date under the Collective Agreements pursuant to the provisions Benefit Plans of applicable labour legislation and on and after the Effective Time will Sellers shall be bound by and observe all credited toward satisfaction of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including deductibles under the Collective Agreements.
benefit plans of Buyer (3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully dischargeor its Affiliates)), and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue recognize the service completed by the Transferred Employees for purposes of determining eligibility service and become payable vesting service under any employee benefit plan, program or arrangement maintained by the applicable Seller or Buyer for their employees on or after the Effective Time with respect to Non-Union date when the Transferred Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled Buyer in accordance with article VI of the Separation Employee Transition Agreement.
Appears in 3 contracts
Samples: Asset Purchase Agreement (AuraSound, Inc.), Asset Purchase Agreement (AuraSound, Inc.), Asset Purchase Agreement (AuraSound, Inc.)
Offers of Employment. (1) Effective on and after The Buyer shall have no obligation to offer employment to any Eligible Employee. If the Effective TimeBuyer chooses to offer employment to any Eligible Employee, the Purchaser will employ all Buyer shall extend such offer within the thirty (30) day period immediately following the date of this Agreement. Any such offer shall include the Employees who are not covered by following terms: the Collective Agreements employment shall be (“Non-Union Employees”v) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect effective as of the Effective Time for all hourly paid Nonrelevant Transferred Employee Start Date, (w) on a full-Union Employees time, if the relevant Eligible Employee had full-time status as of the Vendor anddate of this Agreement, to or a part-time, if the extent that written offers of employment have been provided to salaried Nonrelevant Eligible Employee had part-Union Employees time status as of the Vendordate of this Agreement, on basis, (x) at base salaries and wages to each such Eligible Employees no less favorable than the same terms base salaries and conditions which are set out in wages of such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Eligible Employees as of the date of this Agreement, (y) with employee benefits that are no less favorable than those provided to similarly situated employees of the Buyer and its Affiliates immediately prior to Closing, and (z) at a location that does not require relocation by any of the Eligible Employees. Any offer to a Potential Delayed Hire Eligible Employee may be conditioned upon the Transferred Employee Start Date occurring no later than six months after the Closing Date. The Purchaser Buyer will recognize all past service give each Eligible Employee to whom an offer of Non-Union Employees with employment is made no less than seven (7) days from the Vendor anddate the offer is made to accept or reject the employment offer. The Buyer shall notify the Seller of each Eligible Employee that has accepted the offer of employment as promptly as possible after such indication, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No but in no event later than three (3) days prior to the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully dischargeBuyer will, and fully indemnify and save harmless the Purchaser with respect will cause its applicable Affiliates to, all statutory obligations evaluate and Liabilities which (i) are accrued and unpaid up to the Effective Time make hiring decisions with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Eligible Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of applicable Law. Nothing in this paragraph shall be construed to require the Separation AgreementBuyer to provide post retirement medical benefits to the Eligible Employees.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Markwest Hydrocarbon Inc), Purchase and Sale Agreement (Markwest Energy Partners L P), Purchase and Sale Agreement (Crosstex Energy Lp)
Offers of Employment. (1i) Effective on Subject to the further provisions of this Section 7.8, no later than ten (10) Business Days following the Execution Date, Buyer or its Affiliate shall make a written offer of employment to each Business Employee (and after promptly provide copies to Seller), which shall provide that for such offer to become effective (x) it must be accepted by the Effective TimeBusiness Employee no later than five (5) days prior to the Closing Date, (y) the Purchaser will employ all Closing must occur, and (z) the Business Employee must continue to be an employee of EPCO at the time of the Employees who are not covered by the Collective Agreements Closing. Buyer shall give written notice to Seller at least four (“Non-Union Employees”4) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor days prior to the Closing Date of each Business Employee who has accepted Buyer’s or its Affiliate’s offer of employment and EPCO shall terminate such Business Employees on the Closing Date.
(ii) The effectiveness of an offer of employment made pursuant to Section 7.8(c)(i) may be conditioned upon each Business Employee satisfactorily passing Buyer’s or its Affiliate’s standard pre-employment screening and testing procedures which have been accepted by procedures shall be completed and the Business Employee notified of such salaried Non-Union Employees as results no later than September 25, 2018 and, with respect to a Business Employee who is on an approved leave of absence due to a disability on the day preceding the Closing Date (on a “Leave”), the effectiveness of such offer may be conditioned on such Business Employee satisfying Buyer’s or its Affiliate’s standard “return to work procedures” and returning to active employment within three months following the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with Seller shall use commercially reasonable efforts to cause EPCO, within three (3) Business Days after receiving written consent (in a form reasonably acceptable to EPCO), from the Vendor and, if applicable, Predecessors of the Vendorapplicable Business Employee (each a “Consenting Business Employee”), to deliver to Buyer a copy of such Consenting Business Employee’s Driver Qualification Files.
(iii) Buyer’s or its Affiliate’s offer of employment to a Business Employee shall provide that if the extent recognized by the Vendor, for all purposes. No later than the Closing Dateoffer is accepted and becomes effective as provided above, the Vendor will provide the Purchaser with all written offers Business Employee shall be deemed to have become an employee of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment Buyer or its Affiliate (a “Hired Employee”) effective as of and following 12:02 AM local time, i.e., where the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (whoBusiness Employee performs his or her primary duties, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of or, if he or she is on Leave, on his or her return to work date as provided above (whichever commencement date is applicable being the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (Hired Employee’s “Unionized EmployeesHire Date”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Adams Resources & Energy, Inc.)
Offers of Employment. No later than ten (110) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor Business Days prior to the Closing Date and which have been accepted by such salaried Non-Union anticipated Employee Transfer Date, Seller shall deliver to Buyer a list of the expected Business Employees as of the Closing Date. The Purchaser will recognize all past service of Nonanticipated Employee Transfer Date in the form attached hereto as Schedule 6.3(a), with such updates as are necessary to reflect Federal-Union Employees with Mogul Chassis LLC April 29, 2014 employee resignations after the Vendor and, if applicable, Predecessors of the Vendor, date hereof and prior to the extent recognized by Trigger Event, employee terminations after the Vendordate hereof and prior to the Trigger Event in accordance with Section 5.1(b), for all purposesemployee hires after the date hereof and prior to the Trigger Event in accordance with Section 5.1(b) and the identification of any Inactive Employees (as defined below). No later than Buyer shall offer “at will” employment to those Business Employees identified on Schedule 6.3(a); provided, that with respect to Business Employees located in Canada, Buyer’s offer of employment shall comply with applicable Law. Except as set forth in the Closing Dateimmediately succeeding sentence, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended by Buyer to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser each Business Employee will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment be effective as of the Employee Transfer Date. Each Business Employee who is offered employment pursuant to this Section 6.3(a) and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees who accepts Buyer’s offer of employment shall be, as of the Vendor date the Business Employee commences employment with Buyer, referred to herein as a “Transferred Employee” and collectively, as the “Transferred Employees”. Any Business Employee who do not receive written offers is on disability or other leave of absence and who accepts any offer of employment with Buyer in accordance with the Purchaser preceding sentences (who, for greater certainty, an “Inactive Employee”) will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser become employed by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence Buyer as of the Closing date he or she returns to active employment. If an Inactive Employee does not return to active employment on the same or more extensive (part- or full-time) basis as such Inactive Employee’s most recent active employment within six (6) months after the Employee Transfer Date will become employees of or such later date as is required under applicable Law (the Purchaser as of and following date, if any, within such period on which the Effective Time.
(2) With respect employee returns to Employees who are employed by active employment, the Vendor who are covered by the Collective Agreements (“Unionized EmployeesReturn Date”), effective on and after the Effective Time, the Purchaser then such Inactive Employee will not become a Transferred Employee or be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by Buyer until the Purchaser that require adjustment including premiums for unemployment insuranceReturn Date, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully dischargeif any, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely Seller shall remain responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities associated with such Business Employee (including for the payment or provision of any compensation and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunderbenefits).
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Affinia Group Intermediate Holdings Inc.), Asset Purchase Agreement (Federal-Mogul Holdings Corp)
Offers of Employment. (1i) Effective on At least 30 days before Closing, Purchaser shall offer full-time employment to each Represented Employee meeting Purchaser's written employment qualifications and shall consider as a candidate for employment each Non-Represented Employee, provided that, any such consideration or offers shall be conditioned upon the Closing and shall require acceptance at least ten (10) business days before Closing. Sellers or their Affiliates may not make offers of continuing employment to the Business Employees except pursuant to a protocol mutually agreed by the Parties. As soon as practicable after the Effective Timesigning of this Agreement, Sellers shall provide, and cause their Affiliates, as appropriate, to provide, Purchaser with the current title, title history, years of service, current salary, salary history, position description, detailed organization charts, current bonus eligibility and level and payment history and accrued vacation of each Business Employee; provided, however, Sellers shall have no obligation to provide any such information with respect to any employee if the consent of such employee is necessary and Sellers are unable to obtain such consent after reasonable effort.
(ii) Purchaser will shall notify Sellers of the acceptance of any employment offer made by Purchaser, within five (5) business days of the acceptance of such offer.
(iii) Upon Closing, Sellers shall terminate and Purchaser shall thereupon employ each Business Employee who accepts Purchaser's offer of employment and satisfies all of Purchaser's written employment qualifications. Sellers agree to use their reasonable efforts to assist Purchaser in the Employees who are not covered by the Collective Agreements (“Non-Union orderly transition to Purchaser of any such Business Employees”) and whose names are listed on Schedule 5.01(1). Each such accepting Business Employee shall, on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than from the Closing Date, the Vendor will be known as a "Purchaser's Employee."
(iv) Purchaser shall provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Represented Employees who become employed by the Purchaser that require adjustment Purchaser's Employees with an opportunity for compensation, including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully dischargeincentive compensation, and fully indemnify and save harmless the Purchaser with respect tobenefits, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment excluding retiree welfare benefits, that is consistent with the Purchaser. On compensation and following the Effective Time, the benefits that Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employeespays its similarly situated employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (Premcor Refining Group Inc), Asset Purchase and Sale Agreement (Williams Companies Inc)
Offers of Employment. Not less than thirty (130) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor business days prior to the Closing Date Date, Purchaser or one of its Subsidiaries shall offer employment to all of the actively employed Business Employees listed on Section 4.12 of the Seller Disclosure Letter who are located in Canada, such employment offers to become effective as of the Closing. Not less than thirty (30) business days prior to the Closing Date, one of Comcast Parent’s Affiliates shall offer employment to all of the actively employed Business Employees listed on Section 4.12 of the Seller Disclosure Letter who are located in the United States, such employment offers to become effective as of the Closing. For purposes of this Article VII, references to “Purchaser” shall also mean Purchaser’s Subsidiary who will make offers to the Business Employees located in Canada or employ the Transferred Employees located in Canada as applicable. Notwithstanding the foregoing, with respect to any Business Employee who is listed on Section 4.12 of the Seller Disclosure Letter and which have been accepted by who has not received an offer according to the preceding sentences and returns to active employment status upon the earlier of the expiration of their approved leave of absence or the date that is six (6) months after the Closing Date, an offer of employment shall be made to such salaried Non-Union Business Employee upon his or her return to active employment status. The Business Employees who accept any such offer and become employees of Purchaser or Comcast Parent’s applicable Affiliate as of the Closing Date. The Purchaser will recognize all past service or, in the case of Non-Union Business Employees with who return to active employment status upon the Vendor and, if applicable, Predecessors earlier of the Vendor, to expiration of their approved leave of absence or the extent recognized by the Vendor, for all purposes. No later than date that is six (6) months after the Closing Date, as of the Vendor will provide first day they commence employment with Purchaser or one of Comcast Parent’s Affiliates, shall be referred to as the Purchaser with all written offers “Transferred Employees.” Effective as of the Closing, or upon commencement of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees or one of the Vendor. The Comcast Parent’s applicable Affiliates, Purchaser will assume, accept the assignment of and continue to comply or Comcast Parent’s applicable Affiliate shall provide each Transferred Employee with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up a base salary no less favorable than the base salary in effect immediately prior to the Effective Time with respect to all Employees; or Closing, (ii) which accrue in the case of employment by Comcast Parent’s applicable Affiliate, health and become payable on or after welfare benefits comparable in the Effective Time with respect aggregate to Non-Union Employees who do not commence those provided to similarly situated employees of Comcast Parent’s applicable Affiliate and (iii) in the case of employment with by Purchaser, health and welfare benefits comparable in the Purchaser. On and following aggregate to those provided under the Effective TimeGreat West Life Group Benefit Plan, the Purchaser will be solely responsible for, fully discharge, RBC Group Long Term Disability Income Plan and fully indemnify and save harmless the Vendor with respect RBC Group Basic AD&D Plan as in effect immediately prior to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized EmployeesClosing.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Liberate Technologies), Asset Purchase Agreement (Liberate Technologies)
Offers of Employment. (1) Effective on and after the Effective TimeSubject to Applicable Law, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor at least 15 Business Days prior to the Closing Date and which have been accepted by such salaried Non-Union Employees effective as of the Closing Date, Purchaser shall make an offer of employment that is not inconsistent with the Comparable Job Requirements to all Business Employees, other than those Business Employees set forth on Schedule 6.9(a) of Sellers’ Disclosure Schedules; provided that, with respect to Business Employees hired subsequent to the date hereof, in no event shall Purchaser be required to extend the applicable offer earlier than the 30th Business Day after Purchaser has been notified of the applicable employee’s hire and provided with the information set forth on Schedule 4.14(a) of Sellers’ Disclosure Schedule with respect to such employee. Subject to Section 6.6, the offers contemplated by the preceding sentence may be communicated pursuant to any medium deemed in good faith to be appropriate by Purchaser, including, at Purchaser’s election, a general notice of transfer communicated to some or all of the Business Employees. The Purchaser will recognize all past service Business Employees who accept Purchaser’s offer of Non-Union Employees with employment are referred to herein as the Vendor and, if applicable, Predecessors “Transferred Business Employees.” Purchaser’s employment of the VendorTransferred Business Employees shall be deemed to commence at 12:00:01 a.m. Eastern on the Closing Date, without regard to whether the Transferred Business Employee is actively at work on the Closing Date in the case of an employee who on the Closing Date is absent from work due to a vacation, jury duty, funeral leave or personal day. Notwithstanding the foregoing, to the extent recognized that a Business Employee who has accepted Purchaser’s offer is not available to perform services on the Closing Date because on the Closing Date such employee is on sick leave, short- or long-term disability, workers compensation leave, military leave, leave of absence under the Family Medical Leave Act or other leave of absence approved by Sellers (other than a vacation, jury duty, funeral leave or personal day) (a “Leave Recipient”), he or she shall remain an employee of the Vendor, for all purposes. No applicable Seller (except as may otherwise be provided by Applicable Law); provided that Purchaser shall hire such Leave Recipient if such Leave Recipient returns to work no later than the date that is the earlier of the scheduled return date (including any approved extensions thereto) and six months from the date of commencement of such leave, unless such Leave Recipient is entitled to reemployment under the Uniformed Services Employment and Reemployment Act, in which case Purchaser shall not be obligated to hire such Leave Recipient unless the return date is no later than twelve months following the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (whoand, for greater certaintypurposes of this Agreement, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Leave Recipient shall become a Transferred Business Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of date active employment with Purchaser commences (the Purchaser as of and following the Effective Time.
(2“Delayed Transfer Date”) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”)and, effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant extent applicable, references in this Section 6.9 to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation “Closing Date” shall relate to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Delayed Transfer Date. Those Business Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Affiliated Employees who do not commence accept an offer of employment from Purchaser that is consistent with the Purchaser. On and following the Effective Time, the Comparable Job Requirements from Purchaser will shall not be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized considered Transferred Business Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees for any purpose of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation this Agreement.
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (HSBC Finance Corp), Purchase and Assumption Agreement (Capital One Financial Corp)
Offers of Employment. (1) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, Prior to the extent that written offers Closing, Buyer shall, or shall cause one of employment have been provided to salaried Non-Union Employees of the Vendorits Affiliates to, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor not less than ten (10) Business Days prior to the Closing Date and which have been accepted (or such earlier time as may be required by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor andApplicable Law), if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written extend offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment that are effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of to each Specified Employee (other than any Inactive Specified Employee or the Purchaser as of and following Specified Employees identified on Schedule 8.5(b)) listed on the Effective Time.
Specified Employee Census (2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (each, an “Unionized EmployeesOfferee Employee”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
. Buyer shall provide Sellers with Buyer’s offer letter template for informational purposes only at least three (3) All items in respect Business Days prior to extending such offers of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted employment to the close Offeree Employees. All such offers of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue employment to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Offeree Employees who do not commence shall provide for employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect Buyer or its Affiliate to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor effective as of the Closing Date and shall otherwise be on terms acceptable to Buyer, subject to standard benefits, policies, procedures and employment practices of Buyer. Each Offeree Employee who accepts Buyer’s or its Affiliate’s offer of employment and commences employment with Buyer or its Affiliate as described in respect of the immediately following sentence shall be referred to herein as a “Transferred Employee.” Except for the outstanding employment offers to each of the Specified Employees who commence identified on Schedule 8.5(b), neither Seller nor any of its controlled Affiliates shall knowingly cause or attempt to cause any Offeree Employee to reject or decline to accept Buyer’s or its Affiliate’s offer of employment. Nothing contained in this Agreement shall be construed as an employment with the Purchasercontract between Buyer and any Specified Employee or Transferred Employee. The exchange of and access to such information will be handled in accordance with article VI Buyer shall promptly provide Sellers a list of the Separation name of each Offeree Employee that rejects Buyer’s or its Affiliate’s offer of employment and the cash salary, annual cash bonus opportunity and health care coverage offered to each such Offeree Employee, and thereafter Sellers shall, or shall cause their controlled Affiliates to, (i) terminate the employment of each Offeree Employee who expressly rejects Buyer’s offer of employment promptly, but in any event not later than the Closing Date and (ii) terminate the employment of each Offeree Employee who does not affirmatively accept Buyer’s offer of employment, effective as of the later of ten (10) Business Days following the date of such offer of employment or the Closing Date, except as required under Section 8.5(c) with respect to Inactive Specified Employees; provided, however, that the foregoing obligations of Sellers and their controlled Affiliates shall not apply to any Offeree Employee who receives an offer from Buyer or its Affiliate that (x) does not provide for cash salary and annual cash bonus opportunity that is equal to or greater than such Offeree Employee’s cash salary and annual cash bonus opportunity specified on the Specified Employee Census or (y) does not include health care coverage. From the date of the execution of this Agreement until the Closing Date, to the extent they remained employed by Sellers or their controlled Affiliates, Sellers will cause, or will cause their controlled Affiliates to cause, each of the Specified Employees identified on Schedule 8.5(b) to continue to be engaged in the Spending Account Business in a manner consistent with past practice and to facilitate the transactions contemplated by this Agreement. Following the Closing Date, to the extent they remain employed by Sellers or their controlled Affiliates, Sellers will cause, or will cause their controlled Affiliates to cause, each of the Specified Employees on Schedule 8.5(b) to be available to Buyer and its Affiliates at no cost to provide, on an ad hoc basis, cooperation reasonably requested by Buyer or its Affiliates to facilitate the transactions contemplated by this Agreement and to provide advice and consultation regarding the operation of the Spending Account Business.
Appears in 2 contracts
Samples: Asset and Unit Purchase Agreement (Healthequity, Inc.), Asset and Unit Purchase Agreement (Healthequity, Inc.)
Offers of Employment. No later than two (12) Effective business days prior to the date on and after which it is anticipated that the Effective TimeClosing will occur, the Purchaser will employ all Buyer shall make offers of “at will” employment to each of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are employees of Seller listed on Schedule 5.01(15.8(a) who is employed by Seller on such date (the “Selected Employees”), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written . Such offers of employment have been provided shall be subject to salaried the consummation of the transactions contemplated hereby. Such offers will include the requirement that such employees execute the Non-Union Competition Agreement, a form of which is attached as Exhibit C as well as such agreements or complete such other activities as any new employee of Buyer would be required to execute or complete. Seller shall use its best efforts to enable Buyer to hire such Selected Employees. Selected Employees of the Vendor, on the same terms and conditions which are set out in such written offers who accept Buyer’s offer of employment with the Purchaser which have been extended shall be referred to such salaried Non-Union Employees of the Vendor as “Transferred Employees.” Seller shall be responsible for (i) any claims, liabilities or obligations arising, accrued or incurred on or prior to the Closing Date under applicable law under the Seller’s Employee Benefit Plans, Seller’s worker’s compensation, unemployment and which have been accepted by such salaried Non-Union Employees as disability arrangements, any stock option or other equity based, bonus, incentive or deferred compensation or severance plan or arrangement, (ii) any liability for wage payments, severance payments and worker’s compensation, unemployment and disability insurance arrangements with respect to employees of Seller and their dependents who are not Transferred Employees, (iii) the collection of premiums and all related costs of benefits offered under the continuation of benefits provisions of COBRA for all employees of the Closing Date. The Purchaser will recognize all past service of Non-Union Business and their dependents who are not Transferred Employees with the Vendor andand (iv) any fines, penalties or payments required under WARN, if applicable, Predecessors for all employees of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to Business and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees dependents who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will Transferred Employees. Any Transferred Employee shall become employees of the Purchaser as of and following the Effective Time.
(2) With respect eligible to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor participate in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and Buyer’s employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Timeprograms available for comparably situated employees.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Offers of Employment. Subject to Applicable Law, at least thirty (130) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered days (unless an earlier date is required by the Collective Agreements (“Non-Union Employees”Applicable Law) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees effective as of the Closing Date, Purchaser shall make a Comparable Job Offer to all Banking Center Employees. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors Purchaser’s employment of the VendorTransferred Banking Center Employees shall be deemed to commence at 11:59 p.m. on the Closing Date, without regard to whether the Transferred Banking Center Employee is actively at work on the Closing Date in the case of an employee who on the Closing Date is absent from work due to a vacation, jury duty, funeral leave or personal day. Notwithstanding the foregoing, to the extent recognized that a Banking Center Employee who has accepted Purchaser’s offer is not available to perform services on the Closing Date because on the Closing Date such employee is on sick leave, short-term disability, workers compensation leave, military leave, leave of absence under the Family Medical Leave Act or other leave of absence approved by the VendorSeller or one of its Affiliates (other than a vacation, for all purposes. No jury duty, funeral leave or personal day), he or she shall remain an employee of Seller or one of its Affiliates (except as otherwise required by Applicable Law); provided that Purchaser shall hire such Banking Center Employee if such Banking Center Employee returns to work no later than the date that is the earlier of the scheduled return date (including any approved extensions thereto) and six (6) months from the date of commencement of such leave, unless such Employee is entitled to reemployment under the Uniformed Services Employment and Reemployment Act, in which case Purchaser shall not be obligated hire such Employee unless the return date is no later than twelve (12) months following the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (whoand, for greater certaintypurposes of this Agreement, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence shall become a Transferred Banking Center Employee as of the Closing Date will become employees of the date active employment with Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”)commences and, effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant extent applicable, references in this Section 9.1 to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation “Closing Date” shall relate to the date on which active employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union commences. Those Banking Center Employees who do not commence employment accept a Comparable Job Offer from Purchaser shall not be considered Transferred Banking Center Employees for any purpose of this Agreement. For the twelve (12) month period that follows the Closing Date, each of the Transferred Banking Center Employees shall be provided by the Purchaser with an aggregate annual amount of paid time-off under the plans of the Purchaser equal to such Transferred Banking Center Employee’s current aggregate annual amount of paid time-off, which, for clarity, takes into account and grandfathers all service with Seller and its Affiliates (including vacation time, personal time and sick time); provided that the Purchaser may allocate such aggregate annual amount of paid time-off in a manner consistent with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees policies of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Community Bank System Inc)
Offers of Employment. (1a) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names Seller’s employees that are listed on Schedule 5.01(19 are the “Prospective Employees.” Buyer shall offer employment with it to all of the Prospective Employees who are represented by the union pursuant to the Labor Agreement (individually, a “Represented Employee,” and, collectively, the “Represented Employees”). Buyer shall offer employment with it to all of the Prospective Employees who are non-Represented Employees ((individually, a “Non-Represented Employee,” and, collectively, the “Non-Represented Employees”). However, Buyer is not required to offer employment to any Non-Represented Employee who does not pass the drug test and background check (if any) that Buyer would generally require when hiring an employee for the position held by the Non-Represented Employee or to any Prospective Employee who is not able to prove his or her identity and authorization to work in the United States in compliance with United States Citizenship and Immigration Services employment verification requirements. For purposes of this Article 11, references to “Seller” shall include Seller’s Affiliate where a Prospective Employee is employed by such Affiliate.
(b) Buyer’s employment offers to Prospective Employees shall be made in writing during a “hiring period” beginning on the same terms Execution Date and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor ending two (2) weeks prior to the Closing Date and which have been accepted by such salaried Date. Each employment offer for Non-Union Represented Employees shall be for a position with Buyer at a salary or wage that is no less than the base salary or the base wage rate plus any shift, incentive or piece-rate differentials applicable with respect to such Prospective Employee on the Closing Date (“Equivalent Wage”). Equivalent Wage shall not include the value of any incentive, bonus or other similar cash arrangement, including without limitation, the Chevron Incentive Plan (or such comparable plans or programs, as may be amended or replaced from time to time), in effect as of the Closing Date. The Purchaser will recognize all past service of Non-Union Each employment offer for Represented Prospective Employees shall be in accordance with the Vendor and, if applicable, Predecessors provisions of the Vendor, to the extent recognized by the Vendor, for all purposesLabor Agreement. No later than For a period of at least twelve (12) months following the Closing Date, the Vendor will Buyer shall provide the Purchaser with all written offers of employment with the Purchaser which have been extended to employee benefit plans, programs and accepted by salaried arrangements for Non-Union Represented Affected Employees of that are no less favorable in the Vendor. The Purchaser will assume, accept aggregate than those provided by Seller (or its Affiliates) to the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Represented Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence determined as of the Closing Date will become employees (excluding for this purpose, the economic benefit of the Purchaser any Post-Retirement Health Coverage for Non-Represented Employees) and, furthermore, Buyer (or its Affiliate) shall comply with such additional requirements as of and following the Effective Timeset forth in this Article 11.
(2c) With respect to Employees who are employed by Such employment offers shall provide that the Vendor who are covered by employment with Buyer shall commence on the Collective Agreements day after the Closing Date (“Unionized EmployeesHire Date”)) and shall be conditioned upon Closing. Any Prospective Employee selected by Buyer who has accepted his or her employment offer, effective but is on and after vacation, scheduled time off, or on other Seller-approved absence on the Effective TimeHire Date, shall become the Purchaser will be a successor employer to Buyer’s employee, as applicable, on the Vendor Hire Date. Table of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to Contents
(d) Seller shall terminate the employment of all Prospective Employees who accept Buyer’s employment offers on the Unionized EmployeesClosing Date. Coincident with such termination of employment, including Seller shall be responsible to pay all such Prospective Employees all accrued but unpaid compensation. Seller shall be responsible to pay any applicable incentive payment due and owing under the Collective Agreements.
(3) All items Chevron Incentive Plan in respect accordance with the terms of such plan. Prospective Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become Buyer’s employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees Hire Date are the “Affected Employees.” Each Affected Employee who is a Non-Represented Employee shall be referred to as a “Non-Represented Affected Employee” and any Employees each Affected Employee who are on is a leave of absence under applicable workers’ compensation legislation Represented Employee shall be referred to as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any “Represented Affected Employee.” Prospective Employees who do not become employees Affected Employees are “Remaining Employees.”
(e) Nothing in this Agreement shall affect Buyer’s right to terminate the employment of any Non-Represented Affected Employee on or after his or her Hire Date; provided, however, that Buyer shall comply for at least twelve (12) months with the terms of the Purchaser, the Purchaser will remit severance program required by Section 11.4 below if such payments to the Vendor termination occurs within 30 days twelve (12) months following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunderClosing Date.
(6f) The Vendor will transfer Buyer shall be responsible for the process by which Buyer offers employment (or chooses not to offer employment) to Non-Represented Prospective Employees, except as required otherwise by this Agreement, including Section 11.1(a) above and applicable Law. Buyer may interview any Non-Represented Prospective Employee during normal working hours (including interviews on site) consistent with the Purchaser operating requirements of Seller, applicable Law and, with the information contained in written permission of that Non-Represented Prospective Employee (a copy of which written permission shall be furnished to Buyer). Buyer may review and retain copies of the complete personnel files training, attendance and safety records (if any) of each Non-Represented Prospective Employee and each Represented Prospective Employee maintained by Seller; provided, however, that Seller shall provide copies of all personnel records of Non-Represented Prospective Employees and Represented Prospective Employees at the Vendor as request of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access Buyer subject to such information will be handled in accordance with article VI of the Separation AgreementSection 3.2(d)(iii).
Appears in 1 contract
Offers of Employment. (1) Effective on and after the Effective Time, the Purchaser will employ all As of the Employees Closing Date, Buyer shall make offers of employment to each of the key management employees of Seller listed on Schedule 5.8(a)(i) who are not covered is employed by Seller on such date (the Collective Agreements “Selected Employees”). Such offers will include the requirement that such employees execute the Assignment of Invention, NonDisclosure and NonCompetition Agreement (the “Non-Union Competition Agreement”), in substantially the form attached as Exhibit C, as well as such agreements or complete such other activities as any new employee of Buyer would be required to execute or complete. Seller shall use its reasonable efforts to enable Buyer to hire such Selected Employees. Two of Seller’s employees listed on Schedule 5.8(a)(ii) (the “Principal Employees”) shall be offered employment agreements, in substantially the form attached as Exhibit D, and whose names are listed on Schedule 5.01(1), on such employment agreements shall have a term of two (2) years. The salary to be offered to each such Principal Employee shall be commensurate with the same terms other executives and conditions which are management employees of Buyer in effect substantially similar positions and responsibilities as the position to be filled by such Selected Employee. Any incentive compensation of any Principal Employee shall be mutually agreed upon between Buyer and each Principal Employee. Such offers will include the Effective Time for all hourly paid requirement that such Principal Employees also execute the Non-Union Competition Agreement, in substantially the form attached hereto as Exhibit C, as well as execute such agreements or complete such other activities as any new employee of Buyer would be required to execute or complete. Seller shall use its best efforts to enable Buyer to hire such Selected Employees. Selected Employees of the Vendor and, to the extent that written offers and Principal Employees who accept Buyer’s offer of employment have been provided shall be referred to salaried Non-Union Employees of the Vendoras “Transferred Employees.” Seller shall be responsible for (i) any claims, liabilities or obligations arising, accrued or incurred on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor or prior to the Closing Date under applicable law under Seller’s Employee Benefit Plans, Seller’s worker’s compensation, unemployment and which have been accepted by such salaried Non-Union Employees as disability arrangements, employment or severance agreements, any stock option or other equity based, bonus, incentive or deferred compensation or severance plan or arrangement, (ii) any liability for wage payments, severance payments and worker’s compensation, unemployment and disability insurance arrangements with respect to employees of Seller and their dependents who are not Transferred Employees, (iii) the collection of premiums and all related costs of benefits offered under the continuation of benefits provisions of COBRA for all employees of the Closing Date. The Purchaser will recognize all past service of Non-Union Business and their dependents who are not Transferred Employees with and (iv) any fines, penalties or payments required under the Vendor andWARN Act, if applicable, Predecessors for all employees of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to Business and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees dependents who are not members of the registered pension plans listed on Schedule 6.01(1) Transferred Employees. Buyer shall use its reasonable efforts to ensure that any Transferred Employee shall become eligible to participate in Buyer’s Employee Benefit Plans or programs available for comparably situated employees and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled Transferred Employee shall receive vacation in accordance with article VI of the Separation AgreementVacation and Other Leave Policy.
Appears in 1 contract
Offers of Employment. (1a) Effective On or before the Closing Date, Transferors shall make available for employment the employees listed on and after the Effective TimeTransferee Disclosure Schedule 6.1
(a) (collectively, the Purchaser "Material Employees"). Each Transferor acknowledges that Transferee and its affiliates have no obligation, and have not assumed any obligation of Transferors, to pay severance or other benefits to such employees and no such obligations have been or will be assumed by Newco 1.
(b) Transferee, directly or through one or more of its affiliates, may extend offers of employment to or otherwise employ all any of the Material Employees who are not covered or any other employee of Transferors or any affiliate of Transferors whose employment was terminated by Transferors or such affiliates of Transferors as a result of or in connection with the Collective Agreements (“Non-Union Employees”) and whose names are listed transactions contemplated by this Agreement. Any offers so extended by Transferee shall be on Schedule 5.01(1), on the same such terms and conditions which are that Transferee shall determine in effect its sole discretion; provided that, as a whole, the compensation and benefits offered by Transferee shall be no less favorable than the total compensation and benefits provided to such employees by the applicable Transferor as of the Effective Time for all hourly paid Nondate of this Agreement. Transferors acknowledge that neither Transferee nor Newco 1 shall assume any collective bargaining agreement between Transferors and any collective bargaining representative. Transferors waive, and Transferors shall cause their respective affiliates to waive, any claims against Transferee and its affiliates and any employees of Transferors or their respective affiliates who are extended an offer of employment by Transferee or its affiliates arising from such employment by Transferee or its affiliates, including any claims arising under any employment agreement, confidentiality agreement or non-Union competition agreement between such person and Transferors or their respective affiliates.
(c) The Material Employees of the Vendor and, to the extent that written who accept offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor from Transferee or its affiliates made prior to the Closing Date shall hereinafter be referred to as the "Transferred Employees." All employment offers made to the Material Employees pursuant to this Section 6.1 shall be made sufficiently in advance of the Closing so as to give such employees reasonable time to evaluate the offers (and which have been accepted by such salaried Non-Union Employees in no event less than 15 days prior to the Closing Date).
(d) Effective as of the Closing Date. The Purchaser will recognize all past service of Non-Union Closing, Transferee shall use commercially reasonable efforts to provide, or cause its affiliates to provide, employee benefits programs for the Transferred Employees with that are reasonably comparable in the Vendor and, if applicable, Predecessors of the Vendor, aggregate to the extent recognized by employee benefit programs that Transferors and their ERISA Affiliates maintained for the Vendorbenefit of such Transferred Employees immediately prior to the Closing. XXXXX ENERGY PARTNERS, L.P. CONTRIBUTION AGREEMENT
(e) Transferee shall take such actions as are necessary to ensure that the Transferred Employees' service with Transferors and Transferors' ERISA Affiliates completed prior to the Closing ("Past Service") shall be considered as service with Transferee completed after the Closing for all purposespurposes under any welfare benefit plan (as defined in Section 3(1) of ERISA) or vacation policy or sick pay policy maintained by Transferee, or any entity in the same controlled group of corporations as Transferee or under common control with Transferee, in which Transferred Employees are eligible to participate. No later than Transferee shall also take such actions as are necessary to ensure that the Transferred Employees' Past Service shall be considered as service with Transferee completed after the Closing Datefor vesting and eligibility purposes, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assumebut for no other purpose, accept the assignment of and continue to comply with the terms and conditions set out under any pension benefit plan (as defined in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant levelSection 3(2) of the transition of their employment from the Vendor to the Purchaser ERISA) maintained by notice provided to each such Employee Transferee, or by the posting of such notice conspicuously any entity in the workplace same controlled group of such salaried Non-Union Employees. All Non-Union corporations as Transferee or under common control with Transferee, in which Transferred Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Timeeligible to participate.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Offers of Employment. (1a) Effective on and after All Employees as of immediately before the Effective Time, the Purchaser will employ all of the Employees Closing who are not covered represented by the Collective Agreements (“Non-Union Employees”) a labor union and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees are governed by the Assumed CBAs shall become employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date; such employees are referred to herein collectively as the “Transferred Union Represented Employees”. The At the Closing, Purchaser will recognize all past service assume the obligations with respect to the terms and conditions of Non-Union Employees with the Vendor and, if applicable, Predecessors employment of the Vendor, to the extent recognized Transferred Union Represented Employees provided by the Vendor, Assumed CBAs accruing from and after the Closing Date. Seller shall be responsible for all purposes. No later than those obligations accruing prior to or on the Closing Date, except that Purchaser shall assume the Vendor will provide the Purchaser with all written offers liabilities of employment with the Purchaser which have been extended to Seller for (i) delinquent contributions (and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of any penalties and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant levelinterest thereon) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence existing as of the Closing Date will become employees with respect to the Plans listed on Schedule 5.12(b), but only to the extent that such amounts (including penalties and interest) are included as Cure Amounts or Assumed Liabilities under Section 2.3(a), and (ii) all accrued and unpaid vacation, sick days, holidays, personal days and other paid time off to which the Transferred Union Represented Employees are entitled under the Assumed CBAs, but only to the extent that such amounts are included as Assumed Liabilities in Section 2.3(a). Seller shall indemnify Purchaser, and Purchaser shall indemnify Seller, in accordance with Article XI from and against any Liabilities arising out of the obligations under the Assumed CBAs for which the other is not responsible in accordance with this Section 9.1(a). Purchaser as and Seller shall cooperate with each other in entering into such instruments of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer assignment or agreements supplemental to the Vendor of all Unionized Employees under the Collective Agreements pursuant Assumed CBAs as shall be reasonably requested in order to give effect to the provisions of applicable labour legislation and this Article IX.
(b) Not later than thirty (30) Business Days prior to the Closing, Seller shall deliver to Purchaser Schedule 5.13(a). Not later than ten (10) Business Days prior to the Closing, Purchaser shall deliver an offer of employment to those Employees listed on and after Schedule 5.13(a) (other than any Transferred Union Represented Employees). Purchaser shall likewise deliver as soon as practicable such an offer to any individual not included on Schedule 5.13(a) that between the Effective Time will be bound by and observe all date of the same termsdelivery of Schedule 5.13(a) and the Closing Date is hired by, conditionsor transferred to, rights the Business as an Employee (other than a Transferred Union Represented Employee) consistent with the provisions in Section 8.2. Such individuals who accept such offer of employment, together with all Transferred Union Represented Employees, are hereinafter referred to as the “Transferred Employees.” Pursuant to the “Standard Procedure” provided in Section 4 of Revenue Procedure 2004-53, 2004-34 IRB 320, (i) Purchaser and obligations Seller shall report on a predecessor/successor basis as set forth therein, (ii) Seller will not be relieved from filing a Form W-2 with respect to any Transferred Employees and (iii) Purchaser will undertake to file (or cause to be filed) a Form W-2 for each such Transferred Employee with respect to the portion of the Vendor in relation year during which such Employees are employed by Purchaser that includes the Closing Date, excluding the portion of such year that such Employee was employed by Seller. In making any offers to Employees, Purchaser shall not be obligated to change the nature of the employment of any Employee other than changing the Unionized EmployeesEmployee’s employer (for example, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments at will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will shall continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employeesat will).
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement
Offers of Employment. (1) Effective on and after the Effective Time, the The Purchaser will employ all shall offer employment effective as of the Closing Date to all Employees who are not covered by of the Collective Agreements (“Non-Union Employees”) and whose names are listed Business on Schedule 5.01(1), on the same terms and conditions which (a) for Employees whose employment is governed by a collective agreement, are in effect as accordance with that collective agreement; and (b) for Employees whose employment is not governed by a collective agreement, are no less favourable in the aggregate to those under which such Employees are currently employed in terms of the Effective Time for all hourly paid Non-Union title, compensation, benefits, hours of work and location, and with duties and reporting relationships that are comparable to those enjoyed by such Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor immediately prior to the Closing Date Date. So long as the Purchaser satisfies its obligations under the preceding sentence, (i) in respect of Employees whose employment is not covered by a collective agreement, or in respect of Employees whose employment is covered by a collective agreement but where a defined benefit pension plan is not required to be provided pursuant to the terms of such collective agreement or the Purchaser’s obligations as successor employer of such unionized Employees, the Purchaser shall not be required to provide or extend a defined benefit pension plan to such Employees and which have been accepted by such salaried Non-Union (ii) in respect of Employees as who participate in MFI’s long term incentive plan (“LTIP”), nothing shall obligate the Purchaser to adopt any equity based compensation plan for the benefit of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Transferred Employees. All Non-Union Notwithstanding the foregoing, in respect of Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory an authorized leave of absence as of the Closing Date will become employees of the Purchaser as of Date, provided and following the Effective Time.
conditional upon such Employee being cleared and fit to return to work (2including modified work with accommodation) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements within eighteen (“Unionized Employees”), effective on and 18) months after the Effective TimeClosing Date, the Purchaser will shall offer employment at such time as the Employee is cleared and fit to return to work and the date upon which such Employee returns to work shall be a successor employer to the Vendor effective date of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance Purchaser shall provide MFI with article VI a copy of the Separation Agreementform of the offers of employment it intends to deliver to the Employees and the Purchaser shall in good faith consider the comments of MFI on such form of offer of employment. MFI will render commercially reasonable assistance to encourage the Employees to accept the offers of employment. The Purchaser shall recognize the past service of Transferred Employees with MFI for all purposes other than for the purposes of benefit accrual under any pension or employee benefit plan of the Purchaser (except as may be expressly agreed to by the Parties pursuant to an EPBA). For a period until the earlier of (a) the expiration of the term of the applicable collective agreement and (b) 12 months following the Closing Date, the Purchaser shall provide each Transferred Employee with (i) a base salary or wage rate, and (ii) incentive or bonus pay programs that are in the aggregate no less favourable than those provided immediately prior to the Closing Date. No provision in this Section 11.1 shall give any Transferred Employee any right to continued employment or impair in any way the right of the Purchaser to terminate the employment of any Transferred Employee. From and after the Closing Date, the Purchaser agrees to comply with all Applicable Laws with respect to the termination of employment of any Transferred Employee.
Appears in 1 contract
Offers of Employment. (1a) Effective on and after the Effective Time, the Purchaser The Buyer agrees that it will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written make offers of employment have been to Transferred Employees in good faith, with [terms and conditions, including, but not limited to, salary and benefits, to be determined at the Buyer’s sole discretion] OR [, with salary and bonus compensation that is no less favorable than that provided to salaried Non-Union Employees by Xyz and equity compensation that is commensurate with other similarly situated employees of the Vendor, Buyer]. Nothing herein will be construed as an offer of employment on the same terms and conditions which are set out in such written offers of other than an employee-at-will basis. [The Buyer further agrees to give credit to each Transferred Employee who accepts employment with the Purchaser which have been extended Buyer of all applicable calculations of years of service, waiting periods and other limitations and prerequisites so that eligibility for, or employee benefits provided to such salaried Non-Union Employees person will be substantially comparable as if such person had been employed by the Buyer for a term equal to his employment by Xxx.] Xyz will make all reasonable efforts to assist the Buyer in hiring all Transferred Employees, and Xyz will not take any action that would impede, hinder, interfere or otherwise compete with the Buyer’s effort to hire any Transferred Employees. The Buyer will not assume responsibility for any Transferred Employee until such employee commences employment with the Buyer, but in no event will the Buyer assume any responsibility for any commitment, obligation, duty or liability (i) of Xyz to any Transferred Employee, or (ii) to any Transferred Employee that arose prior to the Closing Date, except as expressly set forth herein. The Buyer will not assume responsibility for any employee of Xyz who is not a Transferred Employee, and Xxx agrees to continue to assume all responsibilities, commitments and/or liabilities for any employee of Xyz who is not a Transferred Employee.
(b) Xyz agrees to (i) terminate the employment of the Vendor Transferred Employees with Xyz on or immediately prior to the Closing Date and which have been accepted by to pay any and all liabilities with respect to each Transferred Employee, including, but not limited to, all such salaried Non-Union liabilities relating to such termination, including, without limitation any payments and benefits due such Transferred Employees as pursuant to accrued salary and wages, bonuses, commissions, pension, retirement, savings, health, vacation, welfare and other benefits and severance payments or similar payments of the Closing Date. The Purchaser Transferred Employees, and (ii) provide to each Transferred Employee any notice (which notice will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, be reasonably acceptable to the extent recognized by the VendorBuyer) required under any law or regulations in respect of such termination including, for all purposes. No later than the Closing Datewithout limitation, the Vendor Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA“).”), and the Federal Workers Adjustment and Retraining Notification Act (“WARN Act“).”).
(c) The Buyer will provide employ the Purchaser with all written offers of Transferred Employees who accept employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of Buyer following the Vendor. The Purchaser will assume, accept the assignment of and continue to comply Closing Date in accordance with the terms and conditions set out forth in all such offers of the employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will offer letters to be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor delivered to the Purchaser by notice provided to each such Employee or Transferred Employees by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective TimeBuyer.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement
Offers of Employment. (1a) Effective Sellers’ employees listed on and after Schedule 16 are the Effective Time, the Purchaser will employ “Prospective Employees”. Buyers shall offer employment with them to one hundred percent (100%) of all of the Prospective Employees who are not covered represented by the Collective Agreements Refinery Union (the “Non-Union Represented Employees”). Buyers shall also offer employment to not less than eighty-five percent (85%) and whose names of the total Prospective Employees who are listed on Schedule 5.01(1)non-Represented Employees. Buyers, on the same terms and conditions however, shall not offer employment to any Prospective Employee (none of which are Represented Employees) listed in effect as Schedule 16 with an asterisk by his or her name unless Buyers receive Sellers’ prior written consent to do so. Any Prospective Employee with an asterisk by his or her name shall not be considered for purposes of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written determining whether Buyers have made offers of employment have been provided to salaried Nonnot less than eighty-Union Employees five percent (85%) of the Vendortotal Prospective Employees who are non Represented Employees. For purposes of this Article 11, on the same terms and conditions which are set out in references to “Sellers” shall include Sellers’ Affiliate where a Prospective Employee is employed by such written offers of employment with the Purchaser which have been extended to such salaried NonAffiliate no later than thirty-Union Employees of the Vendor one (31) days prior to the Closing Date.
(b) Buyers’ employment offers to Prospective Employees shall be made in writing during a “hiring period” beginning on the Execution Date and which have been accepted by ending two weeks prior to the scheduled Closing Date. Buyers may require each Prospective Employee to submit a formal application for employment and submit to Buyers’ customary hiring procedures. Each such salaried Nonemployment offer shall be for a position with Buyers at a salary or wage that is no less than the base salary (or the base wage rate) plus any shift, incentive or piece-Union Employees rate differentials applicable with respect to such Prospective Employee on the Closing Date (“Equivalent Wage”). Equivalent Wage shall not include the value of any benefit plan or program, including without limitation, the ChevronTexaco Success Sharing Program and/or Management Incentive Plan, or any other company incentive program in effect as of the Closing Date. The Purchaser will recognize all past service Each such employment offer shall also be for a position at a work location that is fifty (50) miles or less from the Prospective Employee’s work location at the time of Non-Union Employees the offer.
(c) Such employment offers shall provide that the employment with the Vendor andBuyers shall commence on the first day immediately following the Closing Date (“Hire Date”) and shall be conditioned upon Closing. Notwithstanding the foregoing, if Buyers shall have no obligation under this Agreement to employ any Prospective Employee who accepts its employment offer but does not actively report for work with Buyers on the Hire Date, unless (1) such Employee is on vacation, scheduled time off, or other similar Sellers-approved absence and commences active work with Buyers upon the termination of such approved absence; or (2) such Employee is absent from work due to illness or injury and reports for active work with Buyers within thirty (30) days after the Hire Date.
(i) Any Prospective Employee selected by Buyers who has accepted his or her employment offer but is on vacation, scheduled time off or on other Sellers-approved absence on the Hire Date shall become the Buyers’ employee, as applicable, Predecessors on the hire Date.
(ii) Any Prospective Employee who accepts Buyers’ employment offer but is absent from work due to illness or injury, and who reports for active work with Buyers within thirty (30) days after the Hire Date, shall become the Buyers’ employee, as applicable, with effect as of the Vendor, Hire Date. Any Prospective Employee who accepts Buyers’ offer for employment but who fails to report for work in accordance with this Section 11.1(c) shall not become a Buyers’ employee for any purpose.
(d) Sellers will terminate the extent recognized by the Vendor, for employment of all purposes. No later than Prospective Employees who accept Buyers’ employment offers on the Closing Date, provided Sellers will terminate the Vendor will provide employment of any Prospective Employee described in clause (c)(ii) above effective on the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees earlier of the Vendorday immediately before reporting for work with Buyers or thirty (30) days after the Hire Date. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Prospective Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence become Buyers’ employees as of the Closing Hire Date will become employees (or, in the case of Employees described in clause (c)(ii) above, within thirty (30) days after the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”Hire Date), effective on and after are the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized “Affected Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any ” Prospective Employees who do not become employees Affected Employees are “Remaining Employees.”
(e) Nothing in this Agreement shall affect Buyers’ right to terminate the employment of any Affected Employee on or after the date he or she becomes Buyers’ employee, with or without cause; provided that Buyers shall comply with the terms of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably severance program required by Section 11.4 below if such termination is prior to one (1) year after the other party in order to discharge their respective payment obligations hereunderHire Date.
(6f) The Vendor will transfer Buyers shall control and be responsible for the process by which the Buyers offer employment to Prospective Employees. Buyers may interview any Prospective Employee during normal working hours (including interviews on site) consistent with the operating requirements of Sellers and, with the written permission of the Prospective Employee (a copy of which written permission shall be furnished to Buyers), may review and retain copies of such Prospective Employee’s training, attendance and safety records (if any) maintained by Sellers. All of the original personnel records maintained by Sellers relating to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of Prospective Employees shall remain with Sellers after the Closing Date and shall not be turned over to Buyers. Buyers shall, however, have access to and use of such records as may be required in respect of each of the Employees who commence employment connection with the Purchaser. The exchange prosecution or defense of any administrative or court claim, and access Sellers shall not destroy any such records prior to the time such information will be handled in accordance with article VI records are scheduled for destruction pursuant to Sellers’ records retention policy applicable to records of this type.
(g) Buyers shall not reduce an Affected Employee’s salary (or wage rate) below the Separation AgreementAffected Employee’s Equivalent Wage prior to one (1) year after the Hire Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Western Refining, Inc.)
Offers of Employment. Subject to Applicable Law, at least thirty (130) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered days (unless an earlier date is required by the Collective Agreements (“Non-Union Employees”Applicable Law) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees effective as of the Closing Date. The , (i) Purchaser will recognize shall make and shall use reasonable best efforts to cause to be accepted, a Comparable Job Offer to all past service Business Employees and Wealth Management Employees (excluding Retained Employees) and (ii) Purchaser shall make, and shall use reasonable best efforts to cause to be accepted, a Comparable Job Offer to all such Affiliated Employees (other than the Wealth Management Employees) whom Purchaser reasonably determines, in good faith, are likely to meet Purchaser’s reasonable employment qualifications in respect of Non-Union Employees with Purchaser’s business needs following the Vendor and, if applicable, Predecessors Closing Date both in terms of the Vendortransactions contemplated by this Agreement and Purchaser’s internal business needs outside the context of such transactions; provided, however, that the Purchaser shall provide to Assignor, who shall provide to HSBC, within thirty (30) days following the date of this Agreement, a list of such Affiliated Employees to whom Purchaser shall make a Comparable Job Offer. Purchaser’s employment of the Transferred Business Employees shall be deemed to commence at 11:59 p.m. on the Closing Date, without regard to whether the Transferred Business Employee is actively at work on the Closing Date in the case of an employee who on the Closing Date is absent from work due to a vacation, jury duty, funeral leave or personal day. Notwithstanding the foregoing, to the extent recognized that a Business Employee or an Affiliated Employee who has accepted Purchaser’s offer is not available to perform services on the Closing Date because on the Closing Date such employee is on sick leave, short-term disability, workers compensation leave, military leave, leave of absence under the Family Medical Leave Act or other leave of absence approved by an HSBC Seller or one of its Affiliates (other than a vacation, jury duty, funeral leave or personal day), he or she shall remain an employee of the Vendor, for all purposes. No HSBC Sellers or one of their respective Affiliates (except as otherwise required by Applicable Law); provided that Purchaser shall hire such Business Employee or Affiliated Employee if such Business Employee of Affiliated Employee returns to work no later than the date that is the earlier of the scheduled return date (including any approved extensions thereto) and six (6) months from the date of commencement of such leave, unless such Employee is entitled to reemployment under the Uniformed Services Employment and Reemployment Act, in which case Purchaser shall not be obligated hire such Employee unless the return date is no later than twelve (12) months following the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (whoand, for greater certaintypurposes of this Agreement, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence shall become a Transferred Business Employee as of the Closing Date will become employees of the date active employment with Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”)commences and, effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant extent applicable, references in this Section 9.1 to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation “Closing Date” shall relate to the date on which active employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of commences. Those Business Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Affiliated Employees who do not commence employment accept Comparable Job Offer from Purchaser shall not be considered Transferred Business Employees for any purpose of this Agreement. Each of the Transferred Employees shall be provided by the Purchaser with an aggregate annual amount of paid time-off under the plans of the Purchaser equal to such Transferred Employee’s current aggregate annual amount of paid time off, which, for clarity, takes into account and grandfathers all service with the Purchaser. On HSBC Sellers and following the Effective Timetheir Affiliates (including vacation time, personal time and sick time); provided that the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment may allocate such aggregate annual amount of paid time off in a manner consistent with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees policies of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Samples: Assignment, Purchase and Assumption Agreement (Community Bank System Inc)
Offers of Employment. (1) Effective on and after the Effective Time, the Purchaser will employ The Buyer’s Manager shall extend offers of employment to all of the Employees who employees of the Sellers, the Health Center Operator or any of their Affiliates that are not covered by working at the Facility and that are subject to the Collective Bargaining Agreements (“Non-Union CBA Employees”) pursuant to the terms and whose names provisions of the new collective bargaining agreement attached hereto as Exhibit D (the “New CBA”). The Buyer’s Manager shall extend offers of employment to substantially all of the employees of the Sellers, the Health Center Operator or any of their Affiliates that are listed working at or leased to the Facility and that are not subject to the Collective Bargaining Agreements (the “Non-CBA Employees”, and together with the CBA Employees, the “Eligible Employees”) which offers shall be subject to post-closing background checks, pre-closing drug testing, license verifications and, in the case of Non-CBA Employees, customary and reasonable employment policies. Buyer’s Manager shall extend offers of employment to and retain at least that number of employees as shall be necessary for Sellers to avoid liability under the WARN Act. All such offers made to Non-CBA Employees will be on Schedule 5.01(1)an “at will” basis, on and at substantially the same terms salary or wage level, bonus opportunity, benefits and conditions which are in effect of employment. The Sellers shall terminate the employment of all Eligible Employees who accept the Buyer’s Manager offer of employment (each Eligible Employee accepting the Buyer’s manager and/or lessee’s offer of employment being hereinafter referred to as of a “Transferred Employee”) immediately prior to the Effective Time Closing Date, and Sellers shall pay all compensation due to the Transferred Employees prior to the Closing Date, including all salaries, wages, unemployment taxes, FICA taxes and withholding taxes, but excluding all accrued (vested or unvested) vacation, personal time, time-off, holiday or sick leave for all hourly paid Non-Union the Transferred Employees of the Vendor and, to the extent that written offers of employment have been provided Buyer has received a credit therefor against the Purchase Price pursuant to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing DateSection 2.6(b). The Purchaser will recognize Sellers shall be responsible for all past service of Non-Union Employees with the Vendor andseverance liability, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendorany, for all purposes. No later than the Closing Datethose employees that are not Transferred Employees and those Transferred Employees that fail, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who or do not receive written offers of employment with the Purchaser (whosatisfactory, for greater certaintypost-closing background checks, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee drug tests or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Timelicense verifications.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Retirement Corp)
Offers of Employment. Buyer shall make offers of employment (1) Effective on and after the Effective Timeeach, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (an “Non-Union EmployeesEmployment Offer”) and whose names are to the employees of Seller listed on Schedule 5.01(1)6.05(a) (each, on the same terms and conditions which are in effect as of the Effective Time an “In-Scope Employee”) for all hourly paid Non-Union Employees of the Vendor and, a position substantially similar to the extent that written offers of employment have been provided to salaried Nonposition held by the In-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor Scope Employee immediately prior to the Closing Date and which have been accepted by at a location that is no more than ten (10) miles from such salaried NonIn-Union Employees as Scope Employee’s principal place of employment on the Closing Date. The Purchaser will recognize all past service Such offers shall be extended at such times and effective as of Nonsuch dates as shall be determined by mutual agreement between Buyer and Seller (with each party acting in good faith to provide for such offers to be extended as soon as practicable on or following the Closing Date) (the actual date of hire of each In-Union Employees Scope Employee pursuant to such offers is hereinafter referred to as such In-Scope Employee’s “Hire Date”). Seller shall use its best efforts to assist Buyer in hiring the In-Scope Employees. In order to avoid any Liabilities to Seller or any of its Affiliates under the WARN Act with respect to any In-Scope Employees, the Vendor and, if applicable, Predecessors offer of the Vendor, employment by Buyer to the extent recognized by the Vendor, each In-Scope Employee shall provide for all purposes. No later than (i) a rate of base pay that is at least as favorable (in amount) as provided to such In-Scope Employee immediately prior to the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant levelii) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant subject to the provisions of applicable labour legislation and on and after Section 6.05(b), employee benefits under employee benefit plans that are no less favorable in the Effective Time will aggregate as those provided to similarly situated employees of Buyer. Any Employment Offer accepted by an In-Scope Employee shall be bound by and observe all deemed to be effective as of the same terms, conditions, rights applicable Hire Date. The In-Scope Employees who accept an Employment Offer and obligations become employees of Buyer as of the Vendor in relation applicable Hire Date are herein collectively referred to as the “Transferred Employees”. In the event that any In-Scope Employee rejects Buyer’s offer of employment pursuant to this Section 6.05(a), Seller shall terminate the employment of such In-Scope Employee as of the Unionized Employees, including under applicable Hire Date. For the Collective Agreements.
(3) All items in respect avoidance of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Timedoubt, the Vendor will continue employment of each Transferred Employee with Seller and its Affiliates shall be deemed to be solely responsible forhave terminated effective as of the applicable Hire Date. Without limitation on Seller’s rights to reimbursement pursuant to Section 6.05(f)(iii), fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser Seller will be solely responsible forfor and shall pay out (and Buyer shall have no obligations whatsoever to assume any obligation therefor) all accrued wages and accrued and unused vacation pay, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser sick pay and all Unionized Employees.
other accrued and vested benefits (5including any severance amounts payable and any retiree medical benefits) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation each Transferred Employee as of the Effective Time, including any active Employees and any Employees who are on a leave date of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end termination of each quarterTransferred Employee (“In-end during which the applicable payment was paid by the VendorScope Employee Termination Payments”). With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments Seller shall be responsible for compliance with all Laws relating to the Purchaser within 30 days following the end termination of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunderTransferred Employee.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Impac Mortgage Holdings Inc)
Offers of Employment. (1Each employee of Seller and the Purchased Subsidiaries who is primarily employed with respect to the Business, including those set forth in Section 7.11(a)(i) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are Disclosure Letter (but not covered by including those set forth in Section 7.11(a)(ii) of the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1Disclosure Letter), on is herein referred to as a “Business Employee” and collectively as the same terms and conditions which are in effect as “Business Employees.” Seller shall promptly update the information required to be provided under Section 5.15 of the Effective Time for Disclosure Letter to reflect any and all hourly paid Non-Union Employees of the Vendor and, employment or service hirings or terminations occurring prior to the extent that written offers of employment have been provided to salaried Non-Union Employees of the VendorClosing Date, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended final such update to such salaried Non-Union Employees of the Vendor occur no later than five (5) Business Days prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as (it being understood that Seller will inform Purchaser in writing of the termination of employment or services of a Business Employee following the date hereof). As of the Closing Date. The , Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors or a member of the Vendor, Purchaser Group shall cause each of the Purchased Subsidiaries to the extent recognized by the Vendor, for continue to employ all purposesof its Business Employees. No later than At least five (5) days prior to the Closing Date, the Vendor will provide Purchaser or a member of the Purchaser with all written offers of Group shall offer employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees to each Business Employee who is not employed by a Purchased Subsidiary in accordance with the terms of this Agreement and as may be required to comply with applicable Law. Each Business Employee employed by the Purchased Subsidiaries and each Business Employee who accepts the offer of employment from Purchaser or a member of the Purchaser Group shall be referred to herein as a “Transferred Employee.” Unless a written acceptance of and following the Effective Time.
(2) With respect to Employees an offer of employment is required by applicable Law, a Business Employee who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”)received an offer of employment from Purchaser or its Affiliate, effective on and after the Effective Time, is actively at work with Purchaser or a member of the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor Group as of the Closing Date in respect and continues employment shall be deemed to have accepted the offer of each employment from Purchaser or one of the Employees who commence employment with the its Affiliates, unless such employee specifically declines such offer of employment. Each Transferred Employee shall be hired on an “at will” basis unless otherwise agreed by Purchaser. The exchange Purchaser shall, at its sole expense, use its commercially reasonable efforts to secure the prompt transfer of employment of Business Employees in compliance with all applicable immigration Laws (including transfer of any H1-B visas or similar employer sponsored work permits), and access Seller shall reasonably cooperate with Purchaser in such efforts. Neither Purchaser nor any of its Affiliates shall be obligated, however, to such information will be handled in accordance with article VI continue to employ any Business Employee for any specific period of time following the Separation AgreementClosing Date, subject to applicable Law.
Appears in 1 contract
Samples: Asset Purchase Agreement (Costa Inc)
Offers of Employment. (1) Effective Except as otherwise pro- vided herein, on and or after the Effective TimeClosing Date, the Purchaser will employ Times Mirror shall offer employment to (or cause Shepard's to offer employment to or to continue to xxxxxx) all of the Shepard's Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor ac- tively employed imxxxxxxxxx prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor andShep- ard's, if applicable, Predecessors of the Vendor, subject to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out forth in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Nonthis Article 10A. In addition, each Shepard's Employee who is on an authorized leave ox xxxxxxx, short- or long-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (whoterm disability leave, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee worker's compensation leave or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory vacation leave of absence as of the Closing Date will become employees shall be offered employment with Times Mirror or Shepard's following the expiration of the Purchaser as leave of absence xx the extent that McGraw-Hill or Shepard's was obligated to offer emxxxxxxxx xx sucx xxxxxxxes upon their return to work follow- ing such leave, subject to the terms and following conditions set forth in this Article 10A. All persons who are offered employment in accordance with the Effective Time.
(2terms of this Section 10A.01(a) With respect to Employees and who are employed by Shepard's or Times Mirror on or after the Vendor who are covered by Closing Xxxx xxx collectively referred to herein as the Collective Agreements (“Unionized "Shepard's Transferred Employees”)." Notwithstanding xxxxxxxx contained herein to the contrary, effective on and after the Effective TimeClosing Date, Times Mirror and Shepard's shall have no obligation to employ each of Xxxxxxd's Employees identified on Schedule 10A.01(a)-1 and McGraw-Hill shall retain all responsibility for any obligatxxxx with respect to such employees. In addition, nothing contained in this Article 10A shall be construed to prevent, limit or re- strict in any way Times Mirror's right to terminate any Shep- ard's Transferred Employee following the Purchaser will Closing Date.
(a) WARN Act and Other Matters. Times Mirror shall be a successor employer to the Vendor of all Unionized Employees fully responsible for any liability arising under the Collective Agreements pursuant to Worker Adjustment and Retraining Notification Act arising in connec- tion with the provisions termination of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable any Shepard's Transferred Employee on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized EmployeesCloxxxx Xxxx.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Offers of Employment. Subject to Applicable Law, at least thirty (130) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered days (unless an earlier date is required by the Collective Agreements (“Non-Union Employees”Applicable Law) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees effective as of the Closing Date. The , (i) Purchaser will recognize shall make and shall use reasonable best efforts to cause to be accepted, a Comparable Job Offer to all past service Business Employees and Wealth Management Employees (excluding Retained Employees) and (ii) Purchaser shall make, and shall use reasonable best efforts to cause to be accepted, a Comparable Job Offer to all such Affiliated Employees (other than the Wealth Management Employees) whom Purchaser reasonably determines, in good faith, are likely to meet Purchaser’s reasonable employment qualifications in respect of Non-Union Employees with Purchaser’s business needs following the Vendor and, if applicable, Predecessors Closing Date both in terms of the Vendortransactions contemplated by this Agreement and Purchaser’s internal business needs outside the context of such transactions; provided, however, that the Purchaser shall provide to Assignor, who shall provide to HSBC, within thirty (30) days following the date of this Agreement, a list of such Affiliated Employees to whom Purchaser shall make a Comparable Job Offer. Purchaser’s employment of the Transferred Business Employees shall be deemed to commence at 11:59 p.m. on the Closing Date, without regard to whether the Transferred Business Employee is actively at work on the Closing Date in the case of an employee who on the Closing Date is absent from work due to a vacation, jury duty, funeral leave or personal day. Notwithstanding the foregoing, to the extent recognized that a Business Employee or an Affiliated Employee who has accepted Purchaser’s offer (x) is not available to perform services on the Closing Date because on the Closing Date such employee is on sick leave, short-term disability, workers compensation leave, military leave, leave of absence under the Family Medical Leave Act or other leave of absence approved by an HSBC Seller or one of its Affiliates (other than a vacation, jury duty, funeral leave or personal day), he or she shall remain an employee of the Vendor, for all purposes. No HSBC Sellers or one of their respective Affiliates (except as otherwise required by Applicable Law); provided that Purchaser shall hire such Business Employee or Affiliated Employee if such Business Employee of Affiliated Employee returns to work no later than the date that is the earlier of the scheduled return date (including any approved extensions thereto) and six (6) months from the date of commencement of such leave, unless such Employee is entitled to reemployment under the Uniformed Services Employment and Reemployment Act, in which case Purchaser shall not be obligated hire such Employee unless the return date is no later than twelve (12) months following the Closing Date, or (y) is one of the Vendor will provide the Purchaser with all written offers of financial advisors listed on Schedule 9.1(y), he or she shall terminate employment with the Purchaser which have been extended to HSBC Sellers or one of their respective Affiliates, and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of shall commence active employment with Purchaser, at a date prior to the Purchaser (whoClosing Date, as set forth on Schedule 9.1(y); and, for greater certaintypurposes of this Agreement, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously referenced in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1clauses (x) and who are on any approved or statutory leave of absence (y) shall become a Transferred Business Employee as of the Closing Date will become employees of the date that active employment with Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”)commences and, effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant extent applicable, references in this Section 9.1 to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation “Closing Date” shall relate to the date on which active employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of commences. Those Business Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Affiliated Employees who do not commence employment accept Comparable Job Offer from Purchaser shall not be considered Transferred Business Employees for any purpose of this Agreement. Each of the Transferred Employees shall be provided by the Purchaser with an aggregate annual amount of paid time-off under the plans of the Purchaser equal to such Transferred Employee’s current aggregate annual amount of paid time off, which, for clarity, takes into account and grandfathers all service with the Purchaser. On HSBC Sellers and following the Effective Timetheir Affiliates (including vacation time, personal time and sick time); provided that the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment may allocate such aggregate annual amount of paid time off in a manner consistent with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees policies of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Samples: Assignment, Purchase and Assumption Agreement (Community Bank System Inc)
Offers of Employment. (1) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, Prior to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written Buyer shall make offers of employment in writing for employment with Buyer commencing on the Purchaser which have been extended to applicable Employee Transfer Date and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with otherwise on the terms and conditions set out forth in all this Section 6.04 to (i) each of the Must-Offer Employees and (ii) those May-Offer Employees as Buyer shall deem appropriate. Following the Effective Date and prior to the Closing Date, Seller shall take reasonable efforts to have the May-Offer Employees available to interview for employment with Buyer. Each Business Employee shall have at least five Business Days from the date of the offer of employment to accept the offer. Seller shall not induce or otherwise attempt to influence any such offers Business Employee to not accept his or her offer of employment from Buyer. Each Business Employee who accepts Buyer's offer of employment and satisfies Buyer's standard hiring policies shall be hired by Buyer as of the applicable Employee Transfer Date, it being understood that such Business Employee will thereafter become an employee of Buyer (such Business Employees to collectively be referred to as the "Hired Employees"). In respect of any Business Employee who is (i) absent from work due to short or long-term disability or an authorized leave of absence and (ii) returns to work within ninety (90) days following the Closing Date or such later period as the Business Employee has the right to return to work under applicable Law and satisfies Buyer's standard hiring policies (any such Business Employee, a "Leave Employee"), Buyer's offer of employment to the Leave Employee shall provide for employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers date on which such Leave Employee returns to work and, if such Leave Employee accepts Buyer's offer of employment and commences employment with the Purchaser (whoBuyer, for greater certainty, will such Leave Employee shall be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such considered a Transferred Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence under this Agreement effective as of his or her Employee Transfer Date. For purposes of this Agreement, the Closing Date will become employees of "Employee Transfer Date" shall be (A) for Hired Employees other than the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Leave Employees”), effective on and after the Effective Time, and (B) for Leave Employees, 12:01 A.M. local time on the Purchaser will date on which such Leave Employee's period of absence expires and such Leave Employee returns to active employment. Any Business Employee that declines Buyer's offer of employment (or fails to timely respond to such offer), fails to satisfy Buyer's standard hiring policies, or, in the case of a Leave Employee, does not timely return from such employee's absences or leave as provided above, shall not be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective AgreementsHired Employee.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Offers of Employment. Buyer will offer employment to all Business Employees who are (1i) Effective actively employed in good standing by Seller (or any of its Affiliates) as of the Closing, effective as of the Closing and (ii) employed in good standing by Seller (or any of its Affiliates) and are on Company-approved leave of absence or disability leave as of the Closing (the “Non-Active Employees”), effective as of the earlier of (i) the date such Business Employee is scheduled to return to work and after (ii) six (6) months following the Effective TimeClosing Date or, if later, the Purchaser expiration of such Business Employee’s statutory return right under applicable Requirements of Law (including statutory return rights following the expiration of military leave). For those Business Employees employed at Closing pursuant to a collective bargaining agreement or any other Contract with a Labor Union (each, a “Union Employee”), such offers will employ all be on terms and conditions established by Buyer, which will include wages and benefits that are substantially comparable in the aggregate to those applicable to Buyer’s employees currently employed pursuant to the collective bargaining agreement between NSTAR Electric Company & NSTAR Gas Company d/b/a Eversource Energy and Utility Workers Union of America, A.F.L.-C.I.O., Local 369, dated June 2, 2018 to June 1, 2021 or the collective bargaining agreement between NSTAR Gas Company d/b/a Eversource Energy and The Xxxxxx Xxxxxxxxxxxx, XXX-XXX-XXX, Xxxxx 00000, dated March 31, 2020 to March 31, 2024. For those Business Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed , Buyer will offer employment to each such Business Employee on Schedule 5.01(1), on the same terms and conditions which of employment, including wages and benefits, that are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously substantially comparable in the workplace aggregate to similarly situated employees of Buyer and its Affiliates. Any such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) individual to whom Buyer so offers employment and who are on any approved or statutory leave of absence accepts such employment and actually provides services to Buyer commencing as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”)or, effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or a Non-Active Employee, within six (ii6) which accrue and become payable on or after months following the Effective Time Closing Date (or, if later, the expiration of such Business Employee’s statutory return right under applicable Requirements of Law (including statutory return rights following the expiration of military leave)) is referred to herein as a “Transferring Employee.” Buyer will have no liability with respect to any Non-Union Employees Active Employee who do does not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect return to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments service within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
six (6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of months following the Closing Date in respect (or, if later, the expiration of each such Business Employee’s statutory return right under applicable Requirements of Law (including statutory return rights following the Employees expiration of military leave)), or who commence does not accept such employment with the Purchaser. The exchange of and access or provide service to such information will be handled in accordance with article VI of the Separation AgreementBuyer.
Appears in 1 contract
Offers of Employment. (1a) Effective on and after The Parties hereto intend that there shall be continuity of employment with respect to certain Business Employees. The Sellers hereby consent to the Effective Time, the Purchaser will employ all hiring of the Business Employees who are not covered and waive, with respect to the employment by the Collective Agreements Buyer (“Nonor an Affiliate of the Buyer) of any Business Employees, any claims or rights the Sellers may have against the Buyer (or an Affiliate of the Buyer) or any Business Employee under any non-Union Employees”) and whose names are competition, confidentiality or employment agreement. The Buyer shall offer employment at will commencing on the Closing Date to the Transferred Employees listed on Schedule 5.01(1)9.1 hereto. Nothing in this Agreement shall be construed to prevent the Buyer (or any Affiliate of the Buyer) at any time from terminating the employment of any Transferred Employee, on amending or terminating any employee benefit plan or otherwise changing the same terms and conditions which are in effect as of employment of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, Transferred Employees.
(b) Nothing in this Agreement shall be construed to the extent that written offers of employment have been provided create a right in any Business Employee to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended Buyer or its Affiliates and, subject to such salaried Non-Union Employees any agreement between an employee and the Buyer or an Affiliate of the Vendor Buyer, the Business Employees who continue employment with the Buyer or an Affiliate of the Buyer after the Closing Date shall be employed in “at will” employment.
(c) With respect to each Transferred Employee, Buyer (or its Affiliates) shall (i) cause any Transferred Employee that was covered under a medical or dental plan, disability benefit plan or life insurance plan (collectively the “Benefit Plans”) of a Seller immediately prior to the Closing Date and which have been accepted to be covered either (A) by such salaried Non-Union Employees the Buyer’s Benefit Plans upon the Closing, (B) by assuming one or more of the Sellers’ Benefit Plans as applicable as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, (in which case same shall become an Assumed Liability) or (C) to the extent recognized allowed by the VendorSellers’ existing Benefit Plans, for keeping such Transferred Employee on the applicable Sellers’ Benefit Plans and paying when due to Seller any and all purposes. No costs of maintaining and administering such Benefit Plans; provided, however, in any event, that each Transferred Employee by no later than January 1, 2008 will be covered by a comparable employee benefit plan, program, or arrangement maintained by the Closing DateBuyer (or its Affiliates), without limitations based upon pre-existing conditions (and the Vendor will provide amount of any expenses incurred prior to such date under the Purchaser with all written offers Benefit Plans of employment with a Seller shall be credited toward satisfaction of deductibles under the Purchaser which have been extended to and accepted by salaried Non-Union Employees benefit plans of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser Buyer (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”its Affiliates)), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue recognize the service completed by the Transferred Employees for purposes of determining eligibility service and become payable vesting service under any employee benefit plan, program or arrangement maintained by Purchaser or the Company for their employees on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized EmployeesClosing Date.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Offers of Employment. Subject to Applicable Law, at least thirty (130) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered days (unless an earlier date is required by the Collective Agreements (“Non-Union Employees”Applicable Law) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees effective as of the Closing Date. The , (i) Purchaser will recognize shall make, and shall use reasonable best efforts to cause to be accepted, a Comparable Job Offer to all past service Business Employees and Wealth Management Employees (excluding Retained Employees) and (ii) Purchaser shall make, and shall use reasonable best efforts to cause to be accepted, a Comparable Job Offer to all such Affiliated Employees (other than the Wealth Management Employees) whom Purchaser reasonably determines, in good faith, are likely to meet Purchaser’s reasonable employment qualifications in respect of Non-Union Employees with Purchaser’s business needs following the Vendor and, if applicable, Predecessors Closing Date both in terms of the Vendortransactions contemplated by this Agreement and Purchaser’s internal business needs outside the context of such transactions; provided, however, that the Purchaser shall provide to Assignor, who shall provide to HSBC, within thirty (30) days following the date of this Agreement, a list of such Affiliated Employees to whom Purchaser shall make a Comparable Job Offer. Purchaser’s employment of the Transferred Business Employees shall be deemed to commence at 11:59 p.m. on the Closing Date, without regard to whether the Transferred Business Employee is actively at work on the Closing Date in the case of an employee who on the Closing Date is absent from work due to a vacation, jury duty, funeral leave or personal day. Notwithstanding the foregoing, to the extent recognized that a Business Employee or an Affiliated Employee who has accepted Purchaser’s offer is not available to perform services on the Closing Date because on the Closing Date such employee is on sick leave, short-term disability, workers compensation leave, military leave, leave of absence under the Family Medical Leave Act or other leave of absence approved by an HSBC Seller or one of its Affiliates (other than a vacation, jury duty, funeral leave or personal day), he or she shall remain an employee of the VendorHSBC Sellers or one of their respective Affiliates (except as otherwise required by Applicable Law); provided that Purchaser shall hire such Business Employee or Affiliated Employee, for all purposes. No if such Business Employee of Affiliated Employee returns to work no later than the date that is the earlier of the scheduled return date (including any approved extensions thereto) and six (6) months from the date of commencement of such leave, unless such Employee is entitled to reemployment under the Uniformed Services Employment and Reemployment Act, in which case Purchaser shall not be obligated hire such Employee unless the return date is no later than twelve (12) months following the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (whoand, for greater certaintypurposes of this Agreement, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence shall become a Transferred Business Employee as of the Closing Date will become employees of the date active employment with Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”)commences and, effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant extent applicable, references in this Section 9.1 to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation “Closing Date” shall relate to the date on which active employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of commences. Those Business Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Affiliated Employees who do not commence employment accept Comparable Job Offer from Purchaser shall not be considered Transferred Business Employees for any purpose of this Agreement. Each of the Transferred Business Employees shall be provided by the Purchaser with an aggregate annual amount of paid time-off under the plans of the Purchaser equal to such Transferred Business Employee’s current aggregate annual amount of paid time-off, which, for clarity, takes into account and grandfathers all service with the Purchaser. On HSBC Sellers and following the Effective Timetheir Affiliates (including vacation time, personal time and sick time); provided that the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Nonmay allocate such aggregate annual amount of paid time-Unionized Employees who commence employment off in a manner consistent with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees policies of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Samples: Assignment, Purchase and Assumption Agreement (Financial Institutions Inc)
Offers of Employment. (A) The Buyer and the Sellers desire for each Eligible Employee to become an employee of the Buyer (or one of its Affiliates) on such employee’s respective Hire Time, assuming the Buyer and such employee agree on the terms of employment prior to the Closing. As provided in Section 5(n)(iii), each Continued Employee will become an employee of Buyer (or its designated Affiliate), (x) with respect to each Acquired Company Employee, on the Closing Date and, (y) with respect to each Eligible Employee (a “Subsequent Continued Employee”), on January 1, 2008. During the period from the Closing until January 1, 2008, each Subsequent Continued Employee will continue to be employed by Xxxxxxx Transport or Terminal, as applicable, and Sellers will make the services of such Subsequent Continued Employee available to the Buyer pursuant to the Employee Lease Agreement. The Sellers shall cause (i) Effective each Continued Employee who is to be a party to either an Employment Agreement or a Non-Competition Agreement with the Buyer to execute and deliver at the Closing such agreements to the Buyer, with each such agreement being effective as of such Continued Employee’s Hire Time, and (ii) each Subsequent Continued Employee who is to be a party to either an Employment Agreement or a Non- Competition Agreement with the Buyer to also execute and deliver at the Closing a substantially similar agreement with Xxxxxxx Transport or Terminal, as applicable, with each such agreement being effective as of the Closing Date and ending on and such Subsequent Employee’s Hire Time.
(B) On or promptly after the Effective Closing Date, the Buyer shall (or shall cause an Affiliate to) offer to hire each Eligible Employee. Any such offer shall include the following terms: the employment shall be (v) effective as of such Eligible Employee’s Hire Time, (w) on a full-time basis, if the Purchaser will employ all relevant Eligible Employee had full-time status as of such Hire Time, or a part-time basis, if the relevant Eligible Employee had part-time status as of the Hire Time, (x) at base salaries or wages to each such Eligible Employees who are not covered by no less favorable than the Collective Agreements (“Non-Union Employees”) and whose names are listed base salaries or wages of such Eligible Employees as reflected on Schedule 5.01(15(n)(i), (y) with employee benefits for Acquired Company Employees (other than any equity-based or incentive compensation) through December 31, 2007 that are no less favorable in the aggregate than those provided to Eligible Employees immediately prior to Closing, and (z) at a location that does not require relocation by any of the Eligible Employees. In addition, Buyer (or an Affiliate of Buyer) will continue to retain the Acquired Company Employees on the same terms and conditions which are of employment made available to the Eligible Employees pursuant to the immediately preceding sentence. The Buyer will give each Eligible Employee to whom an offer of employment is made no less than seven (7) business days from the date the offer is made to accept or reject the employment offer. The Buyer shall notify Sellers of each Eligible Employee that has accepted or rejected the offer of employment as promptly as possible after such indication. The Buyer will, and will cause its applicable Affiliates to, evaluate and make hiring decisions with respect to the Eligible Employees in effect as of accordance with applicable Law. Nothing in this paragraph shall be construed to require the Effective Time for all hourly paid Non-Union Employees of Buyer to provide post retirement benefits to the Vendor andEligible Employees, to the extent that written offers any of employment have been provided Sellers’ employees not accepting a position with Buyer or its Affiliates, or to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become currently retired former employees of the Purchaser as of and following the Effective TimeSellers.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Samples: Contribution and Sale Agreement (Genesis Energy Lp)
Offers of Employment. (1i) Effective on and after the Effective TimePurchaser shall, the Purchaser will employ all or shall cause one of the Employees who are not covered by the Collective Agreements its Affiliates to, no later than fifteen (“Non-Union Employees”15) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, Business Days prior to the extent that written Closing, make offers of employment have been to all Business Employees who remain employed by Seller and its Affiliates at such time, effective subject to, and upon the occurrence of, the Closing, except as otherwise provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers Section 5.8(a)(ii). Each Nonrepresented Employee who accepts Purchaser’s offer of employment with the Purchaser which have been extended pursuant to such salaried Non-Union Employees of the Vendor prior this Section 5.8(a) shall be referred to the Closing Date and which have been accepted by such salaried Non-Union Employees herein as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers a “Transferred Business Employee.” Each Represented Employee who accepts Purchaser’s offer of employment with the Purchaser which have been extended pursuant to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue this Section 5.8(a) shall be referred to comply with the terms and conditions set out in all such offers of employment effective herein as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Timea “Represented Transferred Business Employee.”
(2ii) With respect to Employees each Business Employee who are employed by is not actively working on the Vendor who are covered by Closing Date as a result of an approved leave of absence (including leave under the Collective Agreements Uniformed Services Employment and Reemployment Rights Act, the Family and Medical Leave Act of 1993, or the Americans with Disabilities Act) (collectively, the “Unionized EmployeesLeave Recipients”), effective Purchaser shall, or shall cause one of its Affiliates to, make an offer of employment in the manner required by Section 5.8(a)(i) contingent on such Leave Recipient’s return to active status within six (6) months following the Closing Date or such longer period as may be required by applicable Law. When a Leave Recipient who has accepted such offer and after the Effective Time, the Purchaser will be a successor employer returns to the Vendor of all Unionized Employees under the Collective Agreements active status pursuant to the provisions terms hereof, such Leave Recipient shall be considered a Transferred Business Employee or Represented Transferred Business Employee, as applicable. For the avoidance of applicable labour legislation doubt, until such time as a Leave Recipient becomes a Transferred Business Employee or Represented Transferred Business Employee, as applicable, by accepting Purchaser’s offer of employment and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation returning to active status pursuant to the employment of the Unionized Employeesterms hereof, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time shall not have any Liability with respect to severance or any other amounts payable to such Leave Recipient and Seller, the Seller Entities and their respective Affiliates shall retain any and all Employees; or (ii) which accrue and become payable on or after the Effective Time Liabilities with respect to Non-Union Employees who do not commence employment with the Purchaser. On such Leave Recipient unless and following the Effective Timeuntil such Leave Recipient becomes a Transferred Business Employee, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor except with respect to all statutoryany Leave Recipient who is a Nonrepresented Employee and becomes entitled to severance pursuant to Section 5.8(c)(i). In addition, contractual or common law obligations and Liabilities which accrue on or after for the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5avoidance of doubt, except as otherwise provided in Section 5.8(l)(iii) With respect to those Employees who become employees of the PurchaserSeller Disclosure Schedules, and until such time as a Leave Recipient who have any claims under applicable workers’ compensation legislation is a Represented Employee who is not actively working on the Closing Date as a result of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Timebecomes actively employed by Purchaser, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation shall not have any Liability with respect to severance or any other amounts payable to such Leave Recipient and Seller, the Seller Entities and their respective Affiliates shall retain any and all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, Leave Recipient unless and will fully indemnify and save harmless the Vendor for all until such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunderLeave Recipient becomes a Represented Transferred Business Employee.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Offers of Employment. (1a) Effective on At Buyer's request, Company shall cooperate with Buyer in identifying those Employees that Buyer may wish to hire and after in facilitating the Effective Timeemployment or engagement by Buyer, conditioned upon the Purchaser will employ all Closing, of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, Buyer elects to employ or engage. Prior to the extent that written Closing, Buyer shall have the right to contact such Employees for the purpose of interviewing such Employees and making offers of employment have been provided to salaried Non-Union Employees or consultancy with Buyer (in each case contingent on consummation of the Vendor, on the same terms and conditions which are set out in such written offers transactions contemplated by this Agreement). Schedule 10.1
(a) hereto contains a list of Employees to whom Buyer has offered or intends to offer employment with the Purchaser which have been extended or a consulting relationship to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees be effective as of the Closing Date. The Purchaser will recognize all past service persons listed on such Schedule 10.1(a) are referred to herein as the "TRANSFERRED EMPLOYEES."
(b) Buyer shall have the right to employ or engage the Transferred Employees, and Company shall allow the Transferred Employees to terminate their employment or engagement with Company or its Affiliates with such termination of Non-Union employment or engagement with Company or Affiliates and the commencement of employment or engagement with Buyer to be effective upon the Closing Date. Company agrees to use its best efforts to (i) retain Transferred Employees with the Vendor and, as employees (or consultants if applicable, Predecessors they are currently consultants) of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than Company through the Closing Date, and (ii) assist Buyer in securing the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed engagement on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective TimeTransferred Employees.
(2c) With respect to Employees Each such Listed Employee who are is employed or engaged by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business Company on the day immediately preceding the Effective Time.
Closing Date and who actually transfers to and becomes an employee of Buyer (4or any Affiliate designated by Buyer) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence Closing Date as a result of an offer of employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time Buyer is hereafter referred to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments as a "TRANSFERRED EMPLOYEE." On or prior to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the VendorClosing, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of Buyer and each of the Transferred Employees who commence shall execute and deliver an employment with letter substantially in the Purchaser. The exchange form of and access to such information will be handled in accordance with article VI of the Separation Agreement.Schedule 10.1
Appears in 1 contract
Samples: Asset Purchase Agreement (Teraforce Technology Corp)
Offers of Employment. (1a) Effective on and after All Employees as of immediately before the Effective Time, the Purchaser will employ all of the Employees Closing who are not covered represented by the Collective Agreements (“Non-Union Employees”) a labor union and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees are governed by the Assumed CBAs shall become employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date; such employees are referred to herein collectively as the “Transferred Union Represented Employees”. At the Closing, Purchaser will assume the obligations with respect to the terms and conditions of employment of the Transferred Union Represented Employees provided by the Assumed CBAs accruing from and after the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, Sellers shall be responsible for those obligations accruing prior to the extent recognized by the Vendor, for all purposes. No later than or on the Closing Date, except that Purchaser shall assume the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees liabilities of the Vendor. The Purchaser will assume, accept the assignment of Sellers for (i) delinquent contributions (and continue to comply with the terms any penalties and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant levelinterest thereon) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence existing as of the Closing Date will become employees with respect to the Local 1199 MultiEmployer Plan to the extent that such Liabilities are included in the Final Fixed Amount (as finally agreed or determined in accordance with Section 3.6) and (ii) all accrued and unpaid vacation, sick days, holidays, personal days and other paid time off to which the Transferred Union Represented Employees are entitled under the Assumed CBAs, as part of the Purchaser as of Fixed Assumed Liabilities referred to in Schedule 3.6(a) and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer subject to the Vendor adjustment provided by Section 3.6 to the extent all Fixed Assumed Liabilities exceed the Target Fixed Amount. The Sellers shall indemnify Purchaser, and Purchaser shall indemnify the Sellers, in accordance with Article XI from and against any Liabilities arising out of all Unionized Employees the obligations under the Collective Agreements pursuant Assumed CBAs for which the other is not responsible in accordance with this Section 9.1(a). Purchaser and the Sellers shall cooperate with each other in entering into such instruments of assignment or agreements supplemental to the Assumed CBAs as shall be reasonably requested in order to give effect to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreementsthis Article IX.
(3b) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted Not later than thirty (30) Business Days prior to the close Closing, SVCMC shall deliver to Purchaser Schedule 5.13(a). Not later than ten (10) Business Days prior to the Closing, Purchaser shall deliver an offer of business employment to those Employees listed on Schedule 5.13(a) (other than any Transferred Union Represented Employees). Purchaser shall likewise deliver as soon as practicable such an offer to any individual not included on Schedule 5.13(a) that between the day immediately preceding date of the Effective Time.
(4delivery of Schedule 5.13(a) On and following the Effective TimeClosing Date is hired by, or transferred to, the Vendor will continue Business as an Employee (other than a Transferred Union Represented Employee) consistent with the provisions in Section 8.2. Such individuals who accept such offer of employment, together with all Transferred Union Represented Employees, are hereinafter referred to be solely responsible foras the “Transferred Employees.” Pursuant to the “Standard Procedure” provided in Section 4 of Revenue Procedure 2004-53, fully discharge2004-34 IRB 320, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued Purchaser and unpaid up to the Effective Time Sellers shall report on a predecessor/successor basis as set forth therein, (ii) the Sellers will not be relieved from filing a Form W-2 with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union any Transferred Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.and
Appears in 1 contract
Samples: Asset Purchase Agreement
Offers of Employment. No later than ten (110) Effective on and after Business Days following the Effective Timedate hereof (or such earlier time as is required by applicable Law), which period shall be reasonably extended with respect to the PH Employees to the extent Purchaser will employ all reasonably requires additional time to make offers to such employees (but shall be no later than fifteen (15) days prior to the Closing), Purchaser shall, or shall cause one of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1)its Affiliates to, make a written offer of employment, on the same terms and conditions which are in effect consistent with this Section 5.7 and applicable Law, to each Business Employee (other than any ARD Employee) who is not on an approved leave of absence, with each such offer effective as of, contingent upon the Closing and providing for employment commencing as of the Effective Time Closing. Notwithstanding the foregoing, for all hourly paid Non-Union Employees of the Vendor andeach Business Employee who is, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The , an Employee on Leave, Purchaser will recognize all past service of Non-Union Employees with shall offer employment per the Vendor and, if applicable, Predecessors of the Vendorterms required in this Section 5.7, to be effective upon such Employee on Leave’s return to active employment within the extent recognized by latest of (A) the Vendor, for all purposes. No later than date that is within six (6) months of the Closing Date; or (B) for any Employee on Leave outside the United States who is subject to statutory law which provides protections with regard to return to work, the Vendor will such longer period as may be required by applicable statutory law. Purchaser shall provide the Purchaser with all written template for each applicable offer letter to Seller in advance of delivering offers of employment with the Purchaser to any Business Employees and each such template shall be subject to Seller’s review and approval which have been extended to and accepted by salaried Non-Union Employees shall not be unreasonably withheld or delayed. Effective as of the VendorClosing, Seller and its Affiliates shall cease to employ any Business Employee. The Purchaser will assume, accept Seller agrees to take the assignment of and continue actions with respect to comply with the terms and conditions certain Business Employees set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant levelforth on Section 5.7(b)(ii) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective TimeSeller Disclosure Schedules.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Offers of Employment. (1) Effective on and after On the Effective Time, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than Business Day immediately following the Closing Date, the Vendor will provide the Purchaser with all written offers shall, or shall cause one or more of its Affiliates to, offer employment with Purchaser or one of its Affiliates to each Employee in a Comparable Position on the Purchaser terms set forth in this Article VII, which have been extended offer (except with respect to and any Leave Employees) must be accepted by salaried Non-Union Employees the Employee on or prior to April 29, 2022. Such employment with Purchaser or one of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective its Affiliates shall commence as of and following May 1, 2022 (the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who“Transfer Date”), or, for greater certainty, will be those salaried Non-Union Employees of the Vendor working each Employee who is not actively at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence work as of the Closing Date will become employees of and returns to active employment within six months after the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements Closing Date (“Unionized Leave Employees”), effective on and after the Effective Time, the date that such Employee presents himself or herself to Purchaser will be a successor employer to the Vendor or one of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the its Affiliates for active employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully dischargeClosing Date. Any Employee who accepts Purchaser’s or its Affiliates’ offer of employment, and fully indemnify and save harmless the is therefore hired by Purchaser or one of its Affiliates in accordance with respect tothis Section 7.02, all statutory obligations and Liabilities which (i) are accrued and unpaid up shall be referred to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the as a “Transferred Employee.” Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will its Affiliates shall be solely responsible for, and will fully comply with compensate and discharge, reimburse Seller and its Affiliates for all obligations Liabilities as between Seller and Liabilities under applicable workers’ compensation legislation Purchaser in respect of Transferred Employees with respect to all such workers’ compensation claims, regardless of when services performed after the events underlying such workers’ compensation claims occurClosing Date and prior to the Transfer Date, and regardless Purchaser shall treat each Transferred Employee for purposes of whether this Agreement as if such workers’ compensation claims are open Transferred Employee had commenced employment with Purchaser or one of its Affiliates as of the Effective Time, or are opened or re-opened day immediately following the Effective TimeClosing Date so as to allow Seller, including Purchaser and their respective Affiliates to be in the obligation to re-employ any such same economic position as if the Transferred Employees who are on a leave had commenced employment with Purchaser or one of absence its Affiliates as of the Effective Time day immediately following the Closing Date; provided that, for the avoidance of doubt, Seller and to provide its Affiliates shall be solely responsible for payout of any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities accrued but unused vacation and other payments paid time off and obligations severance pay in connection with respect the termination of any Transferred Employee’s employment with Seller and its Affiliates on or prior to such Employees under applicable workers’ compensation legislationthe day immediately prior to the Transfer Date. Nothing herein shall be construed as a representation or guarantee by Seller or its Affiliates that any Employee will accept the offer of employment from Purchaser or one of its Affiliates, and or will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor continue in relation to such claims. The Vendor will act reasonably in providing the employment with Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees or one of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days its Affiliates following the end Closing. Further, nothing herein shall be construed to limit in any way the ability of each quarter-end during which Purchaser or any of its Affiliates to terminate the applicable payment was paid by the Vendor. With respect to employment of any payments received by the Vendor from Transferred Employee at any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days time following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreementfor any reason.
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Offers of Employment. (1) Effective Prior to the Closing, Buyer shall offer employment, contingent on and after the Effective TimeClosing, the Purchaser will employ all to each of the Employees who are not covered identified by the Collective Agreements (“Non-Union Employees”) and whose names are listed Buyer on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in 5.7(a) (such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor Schedule 5.7(a) may be updated by Buyer at any time prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, date three (3) days prior to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1Closing) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are still employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be Seller or a successor employer to the Vendor Subsidiary of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business Seller on the day immediately preceding the Effective Time.
(4Closing Date, such employment to commence on the Closing Date on terms that will provide such Employees salaries not less than their current base salaries with Seller and that will include customary medical insurance, health and other benefits customarily provided by Parent to its employees generally on a non-discriminatory basis. With respect to certain Employees identified on Schedule 5.7(a), such offer of employment will include vacation eligibility on the terms identified for such Employee on Schedule 5.7(a), rather than on Buyer's standard terms for similarly situated personnel. Seller shall, and shall cause its officers, to cooperate with Parent and Buyer in connection with their good faith efforts to hire the Employees listed on Schedule 5.7(a), including, without limitation, allowing representatives of Parent and Buyer reasonable access during normal business hours to meet with and distribute to such Employees such forms and other documents relating to their proposed employment with Parent or Buyer, provided such access does not unreasonably interfere with Seller's conduct of the Business. Immediately prior to the Closing Date, Seller shall transfer or terminate all Employees employed at the Facility who have not been identified on Schedule 5.7(a) On and following the Effective Time, the Vendor will continue to or otherwise hired by Parent or Buyer. Seller shall be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, liable for all statutory obligations and Liabilities which (i) are accrued Employment Liabilities and unpaid up other Liabilities, if any, of Seller to the Effective Time with respect to any and all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence accept employment with Buyer and (iii) all Liabilities for severance and other costs, including without limitation, employment-related Liabilities and other obligations related to transfers and terminations of Employees who are not listed on Schedule 5.7(a) or have not otherwise been hired by Parent or Buyer (the Purchaser. On and following "Termination Liabilities"); provided, however, that Buyer shall be liable for the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor Termination Liabilities with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Transferred Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments but only to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do extent such Termination Liabilities are not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunderAssumed Employment Liabilities.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Offers of Employment. Effective on the Closing Date, Purchaser shall offer to employ each Employee identified on SCHEDULE 3.16.1, as amended by the Final List, for one (1) Effective on and year after the Effective Time, the Closing Date (which employment shall be terminable by Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1during that year only for cause), on for cash compensation in an amount that is at least as favorable as such Employee's cash compensation immediately prior to the same terms and conditions which are in effect Closing (for those Employees employed as of the Effective Time for all hourly paid Non-Union Employees Date, as set forth in SCHEDULE 3.16.1, with such changes as may be agreed upon in writing by Sellers and Purchasers), together with such other benefits and terms and conditions of employment as are substantially equivalent to those enjoyed by such Employee immediately prior to the Vendor Closing and, to the extent that written offers not inconsistent with the foregoing, on Purchaser's standard terms, conditions and policies of employment have been provided and the terms of this Agreement. Purchaser shall not require any Employee hired by Purchaser to salaried Non-Union Employees relocate from the Dallas metropolitan area during the first year after the Closing Date. Acceptance of such offer by an Employee shall include a release by the Vendor, on the same terms and conditions which are set out in such written offers Employee of employment with the any claims against Sellers or Purchaser which have been extended to such salaried Non-Union Employees of the Vendor for any compensation for services rendered prior to the Closing Date or relating to the termination of their employment by Sellers, including without limitation for severance pay (but excluding any accrued but unused vacation and personal time off which have been accepted shall be added by Purchaser to all vacation and personal time off such Employee would be entitled to as an employee of Purchaser), execution of an invention assignment agreement and consent by such salaried Non-Union Employee to the release of his or her personnel file to Purchaser. Such offers of employment as may be extended by Purchaser to Employees will be on the same basis of time commitment (full or part time) as of such Employee was employed by Sellers immediately prior to the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and; provided, if applicablehowever, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers that such offer of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a workers' compensation-related or disability leave or a Family Medical Leave Act leave shall be conditioned upon their return from such leave in accordance with Sellers' leave of absence under applicable workers’ compensation legislation as of policy. Effective on the Effective TimeClosing Date, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect Sellers shall notify each Employee in a writing reasonably satisfactory to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for that such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence Employee's employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation AgreementSellers has been terminated.
Appears in 1 contract
Offers of Employment. At least thirty (130) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor days prior to the Closing Date, Purchaser shall offer employment to each Business Employee (including each Business Employee who is not actively at work on the Closing Date due to a leave of absence (including vacation, holiday, sick leave, maternity or paternity leave, military leave, jury duty, bereavement leave, injury or short-term disability, but other than long-term disability)), on terms and which have been accepted by conditions consistent with Purchaser’s covenants set forth in this Section 5.12 and applicable Law, with such salaried Non-Union Employees employment to be effective as of 12:01 a.m. on the Closing Date. The Purchaser will recognize all past service Each Business Employee who accepts an offer of Non-Union Employees with employment from Purchaser, including the Vendor andoffers described in Section 5.12(b), if applicable, Predecessors is referred to herein as a “Transferred Employee” as of the Vendoreffective date of such acceptance. Subject to Section 5.12(b), to the extent recognized by the Vendor, for all purposes. No later than effective as of 12:01 a.m. on the Closing Date, Seller and the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to Selling Subsidiaries shall terminate the employment of the Unionized all Business Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the . Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will shall be solely responsible for, and will fully comply with shall indemnify and dischargehold harmless Seller and the Selling Subsidiaries from, all liabilities, obligations and Liabilities under applicable workers’ compensation legislation commitments that may result in respect of claims for severance or other separation benefits (including claims for wrongful dismissal, notice of termination of employment or pay in lieu of notice) arising out of, relating to or in connection with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the (i) Purchaser’s obligations hereunder. With respect failure to offer employment to any payments made by the Vendor Business Employee on terms consistent with this Section 5.12 or (ii) Purchaser’s termination of employment of any Transferred Employee on or after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of 12:01 a.m. on the Closing Date (or, in the case of any Inactive Employee who becomes a Transferred Employee, such Inactive Employee’s Transfer Date). Seller and the Selling Subsidiaries shall be solely responsible for, and shall indemnify and hold harmless Purchaser from, all liabilities, obligations and commitments that may result in respect of each claims for severance or other separation benefits (including claims for wrongful dismissal, notice of termination of employment or pay in lieu of notice) arising out of, relating to or in connection with Seller’s termination of employment of any Business Employee before 12.01 a.m. on the Employees Closing Date (or, in the case of any Inactive Employee who commence employment with the Purchaser. The exchange of and access to becomes a Transferred Employee, such information will be handled in accordance with article VI of the Separation AgreementInactive Employee’s Transfer Date).
Appears in 1 contract
Offers of Employment. On the Separation Closing Date, the employees -------------------- of American listed in Appendix C attached hereto and made a part hereof (1the "Tower Employees") Effective on and after shall be offered full-time employment by American Tower or one of its Subsidiaries; provided, however, that such employees shall also remain employees of American until the Effective Time, the Purchaser will employ all and American Tower hereby covenants and agrees to cause such Tower Employees to provide American management services to enable American to fulfill its obligations under Section 6.10(i) of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Merger Agreement. Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor immediately prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as earlier to occur of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to Tower Merger Effective Time and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, American Tower shall assume all obligations arising under any Plan or Benefit Arrangement between American or any of its Subsidiaries and the Purchaser will be a successor employer Tower Employees other than the rights, if any, of the Tower Employees with respect to the Vendor American Options (which are being satisfied by American as provided in Section 7.8 of the Merger Agreement) and all Unionized Employees under existing rights to indemnification. American Tower shall indemnify American and its Subsidiaries, effective as of the Collective Agreements pursuant earlier to occur of the provisions of applicable labour legislation and on and after the Tower Merger Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, from all obligations arising under such employment agreements or arrangements (except in respect of the Vendor will continue American Options and all existing rights to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which indemnification). For a period of eighteen (i18) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and months following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees consummation of the PurchaserMerger, American Tower covenants and who have any claims under applicable workers’ compensation legislation as agrees that no member of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect American Tower Group shall actively solicit or seek to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to hire any employees of American or its Subsidiaries not currently engaged in the VendorTower Business, including any Employees who do other than the Tower Employees, it being understood and agreed that such agreement shall not become employees be deemed to prevent members of the Purchaser, American Tower Group from placing general advertisements in publications or on the Purchaser will remit Internet or soliciting any such payments to employee who (a) initiates employment discussions with a member of the Vendor within 30 days following the end American Tower Group or (b) is not employed by American or CBS or any of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunderSubsidiaries on the date such a member first solicits such employee.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
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Offers of Employment. Subject to Applicable Law, at least thirty (130) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor days prior to the Closing Date and which have been accepted by such salaried Non-Union Employees effective as of the Closing Date, Purchaser shall make, and shall use reasonable best efforts to cause to be accepted, a Comparable Job Offer to such Business Employees (excluding Retained Employees) as identified by Purchaser in its reasonable discretion; provided, however, that Purchaser will not elect to exclude any protected class of similarly situated Business Employees. The Purchaser will recognize all past service of Non-Union Business Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers who receive and accept Purchaser’s offer of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of commence employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of (or such later date as set forth below) are referred to herein as the Purchaser as of and following the Effective Time“Transferred Operations Employees.
(2) ” With respect to the Transferred Operations Employees who are employed by hold work visas, Seller and Purchaser shall cooperate to provide for the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all transfer of the same terms, conditions, rights and obligations sponsorship of the Vendor in relation such visas to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor effective as of the Closing Date in respect of each (or such later date as set forth below). Purchaser’s employment of the Transferred Operations Employees shall be deemed to commence at the Effective Time, without regard to whether the Transferred Operations Employee is actively at work on the Closing Date, in the case of an employee who on the Closing Date is absent from work due to vacation, jury duty, funeral leave, sick day or personal day leave. Notwithstanding the foregoing, to the extent that a Business Employee who has received and accepted Purchaser’s offer is not available to perform services on the Closing Date because on the Closing Date such employee is on short- or long-term disability, workers compensation leave, military leave, leave of absence under the Family Medical Leave Act or other leave of absence approved by Seller or one of its Affiliates (other than vacation, jury duty, funeral leave, sick day or personal day leave), he or she shall remain an employee of Seller or one of its Affiliates; provided that Purchaser shall hire such Business Employee if such Business Employee returns to work no later than the date that is the earlier of (x) the scheduled return date (including any approved extensions thereto) and (y) the date that is six (6) months following the Closing Date, unless such employee is entitled to reemployment under the Uniformed Services Employment and Reemployment Act, in which case Purchaser shall be obligated to hire such employee if such employee’s return date is within twelve (12) months following the Closing Date, and, for purposes of this Agreement, each such employee shall become a Transferred Operations Employee as of the date active employment with Purchaser commences. Those Business Employees who commence employment with the Purchaser. The exchange do not receive or do not accept a Comparable Job Offer from Purchaser shall not be considered Transferred Operations Employees for any purpose of and access to such information will be handled in accordance with article VI of the Separation this Agreement.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Banc of California, Inc.)
Offers of Employment. (1) Effective on and after the Effective TimeExcept as provided in this Section 6.01, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are each Business Employee listed on Schedule 5.01(1)6.01 (which shall include Xxx Xxxxxxxx and Xxx Xxxxx but not Xxxxx Xxxxx) shall be offered employment by Buyer in a comparable position (including level of responsibility, authority and location) on the same terms and conditions which are set forth in effect this Article VI, commencing as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Business Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will so hired by Buyer shall be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor referred to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Transferred Employees.
(5) With respect to those Employees ” Any current Business Employee who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are is on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, disability or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a other leave of absence as of the Effective Time shall be offered employment by Buyer commencing on such date as the employee’s disability or leave of absence ends; provided that such Business Employee is willing and to provide any accommodations which are required able, under applicable workers’ compensation legislationLaw, human rights legislation or bothto return to active work status within six months following the Closing Date. The Purchaser will assumeAny Business Employee hired by Buyer under the preceding sentence shall be referred to as a “Delayed Transferred Employee.” A Delayed Transferred Employee shall become a Transferred Employee as of the commencement of such Delayed Transferred Employee’s employment with Buyer. Throughout this Agreement, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations references to events which take place with respect to such Transferred Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in shall take place with respect to a Delayed Transferred Employee as of each such Delayed Transferred Employee’s commencement of employment with Buyer. Nothing herein shall be construed as a representation or guarantee by Seller that some or all of the Business Employees who commence will accept the offer of employment from Buyer or will continue in employment with Buyer following the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation AgreementClosing.
Appears in 1 contract
Offers of Employment. (1) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The , Purchaser will recognize all past service shall make an offer of Non-Union Employees with initial employment to each Business Employee who is not employed by a Transferred Subsidiary and shall continue for at least 30 days the Vendor and, if applicable, Predecessors employment of employees of the Vendor, Transferred Subsidiaries at the same base salary and on substantially the same other terms and conditions as in effect immediately prior to the extent recognized by the Vendor, for all purposesClosing. No later than Purchaser's employment of those Business Employees who accept an offer of employment shall be deemed to commence on the Closing Date, the Vendor will provide the Purchaser with all written offers . A Business Employee who accepts an offer of employment with the from Purchaser which have been extended or who is employed by a Transferred Subsidiary shall be referred to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Timea "Hired Employee".
(2a) With respect to Business Employees are hereby defined as follows: (i) all persons who are actively employed by the Business immediately before Closing; (ii) all persons who are employed by the Vendor Business who are covered by absent from work with the Collective Agreements Business on account of sickness or leave of absence at Closing and are released to return to work (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer actually return to the Vendor work) their regularly scheduled number of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on hours within 12 weeks from the day such employee left active employment or commenced working a reduced scheduled; (iii) all persons for whom an obligation to recall, rehire or otherwise return to employment exists under an Assumed Collective Bargaining Agreement (as defined below); and (iv) all persons who would not otherwise be employed in the Business immediately preceding before the Effective Time.
(4) On and following the Effective TimeClosing but who, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the mutual consent of Seller and Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the PurchaserBusiness at or before the Closing.
(b) After the Closing, Seller shall not be responsible for wages, salaries, and who have any claims under applicable workers’ compensation legislation as other employee benefits for Hired Employees for service with the Purchaser after Closing. Prior to the execution of this Agreement, Seller will provide Purchaser with a preliminary list of Business Employees, and Seller and Purchaser will agree on a final list of Business Employees prior to the Closing, based upon new employees hired by the Business and departures of employees of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible forBusiness prior to Closing, and will fully comply with upon mutually agreed additions and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect deletions to such Employees under applicable workers’ compensation legislation, list. Seller shall cooperate with Purchaser and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any shall provide information reasonably required requested by the Purchaser in order to discharge enable Purchaser to hire the Hired Employees and enroll the Hired Employees in Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder's benefit plans.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Offers of Employment. (1) Effective on The transfer of the employment of the employees of ESPL who are governed by the Singapore Employment Act, Chapter 91 (the "Employment Act") (the "Employees") shall be governed by Section 18A of the Employment Act and after the Effective Time, ESPL and the Purchaser will employ all shall each comply with their respective obligations under the said Section 18A.
(2) In the case of any employees of ESPL falling outside the provisions of the Employees who are not covered by Employment Act (the Collective Agreements (“Non-Union "Executive Employees”) and whose names are listed on Schedule 5.01(1"), ESPL shall terminate the employment of the Executive Employees with effect from the close of business on Completion Date and the Purchaser shall offer them employment with effect from the date immediately following the Completion Date, on the basis that:
(a) the Purchaser's offer of employment shall be on the same terms and conditions which are including but not limited to salary levels, leave entitlement and all other benefits as applied to each of such Executive Employees under the employment contract between them and ESPL;
(b) in effect as computing the period of employment (including calculations of annual bonuses, leave entitlement and other benefits) by the Effective Time for all hourly paid Non-Union Employees Purchaser of each such Executive Employee who accepts the Vendor andPurchaser's offer of employment, the period of such Executive Employee's employment with ESPL and the benefits including but not limited to the extent that written offers leave entitlement of employment have been provided to salaried Non-Union each such Executive Employee respectively shall be included; and
(c) such Executive Employees of the Vendorshall not suffer any loss in seniority, on the same terms and conditions which are set out leave allowance or other benefits in such written offers of their employment with the Purchaser which have been extended Purchaser. In the event that any Executive Employee shall decline the Purchaser's offer of employment, all claims, demands, costs and expenses, including redundancy, long service and other payments payable (if any) shall be borne by ESPL. ESPL shall use its best efforts to such salaried Non-Union persuade the Executive Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment Purchaser's offer of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreementsemployment.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries ESPL shall perform and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, discharge all statutory its obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Completion Date in respect of each all the Employees and Executive Employees for its own account up to and including Completion Date including, without limitation, discharging all wages and salaries of the Employees who commence employment with and Executive Employees and all other costs and expenses related to their employment. Subject to the Purchaser. The exchange provisions of Article X, VTI and access ESPL shall fully indemnify, defend and hold harmless the Purchaser and its officers, directors, employees and agents from and against any and all losses incurred as a result of claims, actions or proceedings brought by any Executive Employee against the Purchaser or any of its officers, directors, employees or agents as a result of any act or omission of ESPL on or prior to such information will be handled in accordance with article VI of the Separation AgreementCompletion Date.
Appears in 1 contract
Offers of Employment. (1) Effective on and after the Effective Time, the Purchaser will employ all As of the Employees Closing Date, Buyer shall make offers of employment to each of the key management employees of Seller listed on Schedule 5.8(a)(i) who are not covered is employed by Seller on such date (the Collective Agreements “Selected Employees”). Such offers will include the requirement that such employees execute the Assignment of Invention, NonDisclosure and NonCompetition Agreement (the “Non-Union Competition Agreement”), in substantially the form attached as Exhibit C, as well as such agreements or complete such other activities as any new employee of Buyer would be *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. required to execute or complete. Seller shall use its reasonable efforts to enable Buyer to hire such Selected Employees. Two of Seller’s employees listed on Schedule 5.8(a)(ii) (the “Principal Employees”) shall be offered employment agreements, in substantially the form attached as Exhibit D, and whose names are listed on Schedule 5.01(1), on such employment agreements shall have a term of two (2) years. The salary to be offered to each such Principal Employee shall be commensurate with the same terms other executives and conditions which are management employees of Buyer in effect substantially similar positions and responsibilities as the position to be filled by such Selected Employee. Any incentive compensation of any Principal Employee shall be mutually agreed upon between Buyer and each Principal Employee. Such offers will include the Effective Time for all hourly paid requirement that such Principal Employees also execute the Non-Union Competition Agreement, in substantially the form attached hereto as Exhibit C, as well as execute such agreements or complete such other activities as any new employee of Buyer would be required to execute or complete. Seller shall use its best efforts to enable Buyer to hire such Selected Employees. Selected Employees of the Vendor and, to the extent that written offers and Principal Employees who accept Buyer’s offer of employment have been provided shall be referred to salaried Non-Union Employees of the Vendoras “Transferred Employees.” Seller shall be responsible for (i) any claims, liabilities or obligations arising, accrued or incurred on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor or prior to the Closing Date under applicable law under Seller’s Employee Benefit Plans, Seller’s worker’s compensation, unemployment and which have been accepted by such salaried Non-Union Employees as disability arrangements, employment or severance agreements, any stock option or other equity based, bonus, incentive or deferred compensation or severance plan or arrangement, (ii) any liability for wage payments, severance payments and worker’s compensation, unemployment and disability insurance arrangements with respect to employees of Seller and their dependents who are not Transferred Employees, (iii) the collection of premiums and all related costs of benefits offered under the continuation of benefits provisions of COBRA for all employees of the Closing Date. The Purchaser will recognize all past service of Non-Union Business and their dependents who are not Transferred Employees with and (iv) any fines, penalties or payments required under the Vendor andWARN Act, if applicable, Predecessors for all employees of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to Business and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees dependents who are not members of the registered pension plans listed on Schedule 6.01(1) Transferred Employees. Buyer shall use its reasonable efforts to ensure that any Transferred Employee shall become eligible to participate in Buyer’s Employee Benefit Plans or programs available for comparably situated employees and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled Transferred Employee shall receive vacation in accordance with article VI of the Separation AgreementVacation and Other Leave Policy.
Appears in 1 contract
Offers of Employment. Each Business Employee (1) Effective on and after the Effective Time, the Purchaser will employ all of the other than Business Employees who are on long-term disability) who is not covered an Automatic Transferred Employee is referred to herein as an “Offer Employee”. The Purchaser shall make, or shall cause an Affiliate to make, an offer of employment to such Offer Employee (which offer may be of at-will employment to the extent permitted by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1applicable Law), on at least fifteen (15) days prior to the same Applicable Closing Date (or such longer period required by applicable Law, the terms of any applicable Labor Contract or the Severance Obligations), with such employment to be effective as of the Applicable Closing Date. Any such offer of employment shall (i) comply with applicable Law, any applicable Labor Contract and this Section 5.10 and (ii) provide for such terms and conditions which of employment which, in the case of each Business Employee, are sufficient to avoid Severance Obligations. Each such Offer Employee who accepts such offer of employment from (and commences employment with) the Purchaser, collectively with each Automatic Transferred Employee, is referred to herein as a “Transferred Employee”. Except as otherwise specifically provided in effect this Section 5.10 or to the extent required by applicable Law, effective as of the Effective Time for Applicable Closing Date (or such later date on which a Transferred Employee commences employment with the Purchaser), the Transferred Employees shall cease (x) all hourly paid Non-Union Employees active participation in and accrual of benefits under the Vendor andBusiness Benefit Plans, other than the Assumed Benefit Plans and (y) receiving payment of their wages from the Seller Group. If and to the extent that written offers any Business Employee who is on long-term disability as of the Applicable Closing Date but who would otherwise have been an Offer Employee is able to return to active employment within one hundred and eighty (180) days of the Applicable Closing Date (or any such longer period, if required by applicable Law), the Purchaser shall make such Business Employee an offer of employment have been as provided to salaried Non-Union Employees of above and, if accepted, such Business Employee will become a Transferred Employee from and after the Vendor, on the same terms and conditions which are set out in such written offers of date that his or her employment with the Purchaser which have been extended to commences as provided in such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Timeoffer.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Pitney Bowes Inc /De/)
Offers of Employment. No later than two (2) business days prior to the date on which it is anticipated that the Closing will occur, Buyer shall make offers of employment to each of the key management employees of Seller listed on Schedule 5.12(a) who is employed by Seller on such date (the “Selected Employees”). Selected Employees shall be offered employment agreements, in substantially the form attached as Exhibit D, and such employment agreement shall have a term of ***Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. at least one (1) Effective on year. The salary to be offered to each such Selected Employee shall be commensurate with the other executives and after management employees of Buyer in substantially similar positions and responsibilities as the Effective Timeposition to be filled by such Selected Employee. Any incentive compensation of any Selected Employee shall be mutually agreed upon among Buyer and each Selected Employee. Such offers will include the requirement that such employees execute the Non-Competition Agreement, in substantially the Purchaser will employ all form attached as Exhibit C as well as such agreements or complete such other activities as any new employee of the Buyer would be required to execute or complete. Seller shall use its best efforts to enable Buyer to hire such Selected Employees. Selected Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers accept Buyer’s offer of employment have been provided shall be referred to salaried Non-Union Employees of the Vendoras “Transferred Employees.” Seller shall be responsible for (i) any claims, liabilities or obligations arising, accrued or incurred on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor or prior to the Closing Date under applicable law under Seller’s Employee Benefit Plans, Seller’s worker’s compensation, unemployment and which have been accepted by such salaried Non-Union disability arrangements, employment or severance agreements, any stock option or other equity based, bonus, incentive or deferred compensation or severance plan or arrangement, (ii) any liability for wage payments, severance payments and worker’s compensation, unemployment and disability insurance arrangements with respect to employees of Seller and their dependents who are not Transferred Employees, (iii) the collection of premiums and all related costs of benefits offered under the continuation of benefits provisions of COBRA for all employees of the Business and their dependents who are not Transferred Employees as and (iv) any fines, penalties or payments required under the WARN Act, if applicable, for all employees of the Business and their dependents who are not Transferred Employees, unless a claim related to the WARN Act arises out of or results from any action or inaction of Buyer after the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, Any Transferred Employee shall become eligible to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out participate in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and Buyer’s employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Timeprograms available for comparably situated employees.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Offers of Employment. (1) Effective on and after the Effective TimeAt Closing, the Purchaser will employ Company shall terminate the employment of all employees set forth on SCHEDULE 6.10 ("Schedule 6.10 Employees"), which constitute all of the Employees who are not covered by employees of the Collective Agreements Company employed in the Business (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1except for those employees being retained pursuant to the Transition Services Agreement). Kellxxxxx xxxll offer employment, commencing on the same Closing Date, to all Schedule 6.10 Employees (other than those set forth on SCHEDULE 6.10-1 hereto (the "Unselected Employees")) on such terms and conditions as may be determined by Kellxxxxx. Xx Closing, AVS shall release all Schedule 6.10 Employees that accept employment with Kellxxxxx xxxm any and all agreements or arrangements which are in effect as of may restrict such Persons from accepting the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers offer of employment with Kellxxxxx xx from working for Kellxxxxx. Xxllxxxxx
(x) shall be responsible for complying with the Purchaser which have been extended provisions of the Worker Adjustment and Retraining Notification Act ("Warn Act") with respect to the termination of the employment of all Schedule 6.10 Employees, including without limitation, the payment of any amounts required to be paid to such salaried Non-Union Employees employees thereunder, (b) shall bear the cost and expense of the Vendor prior termination of the employment of any Schedule 6.10 Employees who accept employment with Kellxxxxx xxxse employment is thereafter terminated by Kellxxxxx xxx (c) shall reimburse AVS for the amount of severance paid to Unselected Employees up to the amounts identified for each such Unselected Employee on SCHEDULE 6.10-1 hereto that has executed a release agreement in form satisfactory to Kellxxxxx. Xxl employees hired by Kellxxxxx xxxeunder who remain employed by Kellxxxxx xx regular full-time employees through the first day of the first month following the Closing Date and which have been accepted by such salaried Non-Union Employees as shall be eligible to participate in the health plans of Kellxxxxx xxxective on the first day of the first month following the Closing Date. The Purchaser will recognize all past All of such employees' periods of service of Non-Union Employees with the Vendor and, if applicable, Predecessors Company shall be counted in determining their entitlement to benefits with Kellxxxxx xxxer than for purposes of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out vesting in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant levelcompany contributions under Kellxxxxx'x 000(k) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Timeplan.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Kellstrom Industries Inc)
Offers of Employment. Each Business Employee (1) Effective on and after the Effective Time, the Purchaser will employ all of the other than Business Employees who are on long-term disability or other long term leave of absence) who is not covered by the Collective Agreements an Automatic Transferred Employee is referred to herein as an “Offer Employee”. The Purchaser shall, or shall cause one of its Affiliates make an offer of employment to such Offer Employee (“Nonwhich offer may be of at-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, will employment to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendorpermitted by applicable Law), on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor at least fifteen (15) days prior to the anticipated Closing Date and which have been accepted (or such longer period as may be required by applicable Law, the terms of any applicable Labor Contract or the Severance Obligations), with such salaried Non-Union Employees employment to be effective as of the Closing Date. Any such offer of employment shall (i) comply with applicable Law, any applicable Labor Contract and this Section 5.10 and (ii) provide for terms and conditions of employment which, in the case of each Business Employee are sufficient to avoid Severance Obligations. Each such Offer Employee who accepts such offer of employment from the Purchaser, collectively with each Automatic Transferred Employee, is referred to herein as a “Transferred Employee”. The Purchaser will recognize Seller shall retain all past service Liabilities with respect to any Offer Employee who does not accept an offer of Non-Union Employees employment that complies with the Vendor and, if applicable, Predecessors terms of the Vendor, this Agreement. Except as otherwise specifically provided in this Section 5.10 or to the extent recognized required by applicable Law, effective as of the Vendor, for all purposes. No later than day after the Closing Date, the Vendor will provide the Purchaser with all written offers of Date (or such later date on which a Transferred Employee commences employment with the Purchaser which have been extended Purchaser), the Transferred Employees shall cease (i) all active participation in and accrual of benefits under the Business Benefit Plans, other than any such plan that is sponsored, maintained, contributed to or required to be contributed to by the Transferred Entity and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant levelii) of the transition receiving payment of their employment wages from the Vendor Seller Group. If and to the Purchaser by notice provided to each such extent that any Business Employee who is on long-term disability or by the posting of such notice conspicuously in the workplace of such salaried Nonother long-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory term leave of absence as of the Closing Date but who would otherwise have been an Offer Employee is able to return to active employment within 180 days of the Closing Date, the Purchaser shall make such Business Employee an offer of employment as provided above and, if accepted, such Business Employee will become employees of the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on a Transferred Employee from and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser date that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; his or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence her employment with the Purchaser and all Unionized Employeesor any of its Affiliates commences as provided in such offer.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Offers of Employment. Buyer shall cause the Operating Company to make offers of employment (1) Effective on and after the Effective Timeeach, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (an “Non-Union EmployeesEmployment Offer”) and whose names are to the employees of Seller listed on Schedule 5.01(1)6.05(a) (each, on the same terms and conditions which are in effect as of the Effective Time an “In-Scope Employee”) for all hourly paid Non-Union Employees of the Vendor and, a position substantially similar to the extent that written offers of employment have been provided to salaried Nonposition held by the In-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor Scope Employee immediately prior to the Closing Date and which have been accepted by at a location that is no more than ten (10) miles from such salaried NonIn-Union Employees as Scope Employee’s principal place of employment on the Closing Date. The Purchaser will recognize all past service Such offers shall be extended at such times and effective as of Nonsuch dates as shall be determined by mutual agreement between Buyer and Seller (with each party acting in good faith to provide for such offers to be extended as soon as practicable on or following the Closing Date) (the actual date of hire of each In-Union Employees Scope Employee pursuant to such offers is hereinafter referred to as such In-Scope Employee’s “Hire Date”). Seller shall use its best efforts to assist Buyer in hiring the In-Scope Employees. In order to avoid any Liabilities to Seller or any of its Affiliates under the WARN Act with respect to any In-Scope Employees, the Vendor and, if applicable, Predecessors offer of the Vendor, employment by Buyer to the extent recognized by the Vendor, each In-Scope Employee shall provide for all purposes. No later than (i) a rate of base pay that is at least as favorable (in amount) as provided to such In-Scope Employee immediately prior to the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant levelii) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant subject to the provisions of applicable labour legislation and on and after Section 6.05(b), employee benefits under employee benefit plans that are no less favorable in the Effective Time will aggregate as those provided to similarly situated employees of Buyer. Any Employment Offer accepted by an In-Scope Employee shall be bound by and observe all deemed to be effective as of the same terms, conditions, rights applicable Hire Date. The In-Scope Employees who accept an Employment Offer and obligations become employees of Buyer as of the Vendor in relation applicable Hire Date are herein collectively referred to as the “Transferred Employees”. In the event that any In-Scope Employee rejects Buyer’s offer of employment pursuant to this Section 6.05(a), Seller shall terminate the employment of such In-Scope Employee as of the Unionized Employees, including under applicable Hire Date. For the Collective Agreements.
(3) All items in respect avoidance of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Timedoubt, the Vendor will continue employment of each Transferred Employee with Seller and its Affiliates shall be deemed to be solely responsible forhave terminated effective as of the applicable Hire Date. Without limitation on Seller’s rights to reimbursement pursuant to Section 6.05(f)(iii), fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser Seller will be solely responsible forfor and shall pay out (and Buyer shall have no obligations whatsoever to assume any obligation therefor) all accrued wages and accrued and unused vacation pay, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser sick pay and all Unionized Employees.
other accrued and vested benefits (5including any severance amounts payable and any retiree medical benefits) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation each Transferred Employee as of the Effective Time, including any active Employees and any Employees who are on a leave date of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end termination of each quarterTransferred Employee (“In-end during which the applicable payment was paid by the VendorScope Employee Termination Payments”). With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments Seller shall be responsible for compliance with all Laws relating to the Purchaser within 30 days following the end termination of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunderTransferred Employee.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Impac Mortgage Holdings Inc)
Offers of Employment. Buyer shall, or shall cause a Buyer Corporation to, make offers of at-will (1to the extent permitted by applicable Law) Effective on and after the Effective Time, the Purchaser will employ all of employment to the Employees who are not covered in accordance with the provisions of this Section 7.5, at least thirty (30) days prior to the Closing Date (or such longer period required by applicable Law or the Collective Agreements (“Non-terms of any Union Employees”) and whose names are listed on Schedule 5.01(1Contract), on the same terms and conditions which are in effect with such employment to be effective as of the Effective Time Closing (or such later date as provided in Section 7.5(e)). Any such offer of employment shall be for all hourly paid Non-Union Employees of the Vendor and, a position that is comparable to the extent that written offers type of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in position held by such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor Employee immediately prior to the Closing Date and which have been accepted by shall be made on terms and conditions sufficient to avoid statutory, contractual, common law or other severance obligations, other than where such salaried Non-severance is automatic pursuant to applicable Law or the terms of any Union Contract. Each Employee (other than a European Employee) who accepts the offer of employment, including offers described in Section 7.5(e), from Buyer or a Buyer Corporation, is referred to herein as an “ASC Transferred Employee”. ASC Transferred Employees and European Transferred Employees are referred to collectively herein as of the Closing Date“Transferred Employees”. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, Except as otherwise specifically provided in this Article VII or to the extent recognized required by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”)applicable Law, effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time (or such later date on which a Transferred Employee commences employment with Buyer or a Buyer Corporation), the Transferred Employees shall cease all active participation in and accrual of benefits under the Seller Benefit Plans. Notwithstanding the foregoing, (i) any failure of any offer of employment made to provide an Employee primarily based in Russia (each, a “Russian Employee”) to comply with the timing requirements set forth in this Section 7.5(c) shall not be a breach of this Section, provided that (x) prior to the Closing Date each Russian Employee (1) executes a release of claims in favor of Ashland and any accommodations which are required under applicable workers’ compensation legislationAsset Selling Corporation in accordance with Russian law and in a form reasonably satisfactory to Ashland releasing Ashland and the Asset Selling Corporations from any and all claims arising from the failure to timely inform and consult with such Russian Employee, human rights legislation (2) is provided with a draft of an employment agreement with Buyer or both. The Purchaser will assume, discharge a Buyer Corporation in substantially final form (a “Russian Employment Agreement”) and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities (3) executes and other payments and obligations with respect returns to Buyer such Employees under applicable workers’ compensation legislationRussian Employment Agreement, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of (y) Buyer or a Buyer Corporation executes each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments Russian Employment Agreement on or immediately prior to the Purchaser within 30 days following Closing Date and (ii) any failure of any offer of employment made to an Employee primarily based in Mexico (each, a “Mexican Employee”) to comply with the end timing requirements set forth in this Section 7.5(c) shall not be a breach of each quarterthis sentence, provided that Buyer or a Buyer Corporation make offers of at-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments (to the Vendor within 30 extent permitted by applicable Law) employment to each Mexican Employee in accordance with the provisions of this Section 7.5, at least twenty three (23) days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer prior to the Purchaser the information contained in the complete personnel files maintained by the Vendor Closing Date, with such employment to be effective as of the Closing Date (or such later date as provided in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation AgreementSection 7.5(e)).”
Appears in 1 contract
Offers of Employment. (1a) Effective On or before the Closing Date, Transferors shall make available for employment the employees listed on and after the Effective TimeTransferee Disclosure Schedule 6.1(a) (collectively, the Purchaser “Material Employees”). Each Transferor acknowledges that Transferee and its affiliates have no obligation, and have not assumed any obligation of Transferors, to pay severance or other benefits to such employees and no such obligations have been or will be assumed by Newco 1.
(b) Transferee, directly or through one or more of its affiliates, may extend offers of employment to or otherwise employ all any of the Material Employees who are not covered or any other employee of Transferors or any affiliate of Transferors whose employment was terminated by Transferors or such affiliates of Transferors as a result of or in connection with the Collective Agreements (“Non-Union Employees”) and whose names are listed transactions contemplated by this Agreement. Any offers so extended by Transferee shall be on Schedule 5.01(1), on the same such terms and conditions which are that Transferee shall determine in effect its sole discretion; provided that, as a whole, the compensation and benefits offered by Transferee shall be no less favorable than the total compensation and benefits provided to such employees by the applicable Transferor as of the Effective Time for all hourly paid Nondate of this Agreement. Transferors acknowledge that neither Transferee nor Newco 1 shall assume any collective bargaining agreement between Transferors and any collective bargaining representative. Transferors waive, and Transferors shall cause their respective affiliates to waive, any claims against Transferee and its affiliates and any employees of Transferors or their respective affiliates who are extended an offer of employment by Transferee or its affiliates arising from such employment by Transferee or its affiliates, including any claims arising under any employment agreement, confidentiality agreement or non-Union competition agreement between such person and Transferors or their respective affiliates.
(c) The Material Employees of the Vendor and, to the extent that written who accept offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor from Transferee or its affiliates made prior to the Closing Date shall hereinafter be referred to as the “Transferred Employees.” All employment offers made to the Material Employees pursuant to this Section 6.1 shall be made sufficiently in advance of the Closing so as to give such employees reasonable time to evaluate the offers (and which have been accepted by such salaried Non-Union Employees in no event less than 15 days prior to the Closing Date).
(d) Effective as of the Closing Date. The Purchaser will recognize all past service of Non-Union Closing, Transferee shall use commercially reasonable efforts to provide, or cause its affiliates to provide, employee benefits programs for the Transferred Employees with that are reasonably comparable in the Vendor and, if applicable, Predecessors of the Vendor, aggregate to the extent recognized by employee benefit programs that Transferors and their ERISA Affiliates maintained for the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers benefit of employment with the Purchaser which have been extended to and accepted by salaried Non-Union such Transferred Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor immediately prior to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective TimeClosing.
(2e) With respect Transferee shall take such actions as are necessary to Employees who are employed by ensure that the Vendor who are covered by Transferred Employees’ service with Transferors and Transferors’ ERISA Affiliates completed prior to the Collective Agreements Closing (“Unionized EmployeesPast Service”), effective on and ) shall be considered as service with Transferee completed after the Effective TimeClosing for all purposes under any welfare benefit plan (as defined in Section 3(1) of ERISA) or vacation policy or sick pay policy maintained by Transferee, or any entity in the Purchaser will same controlled group of corporations as Transferee or under common control with Transferee, in which Transferred Employees are eligible to participate. Transferee shall also take such actions as are necessary to ensure that the Transferred Employees’ Past Service shall be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and considered as service with Transferee completed after the Effective Time will be bound Closing for vesting and eligibility purposes, but for no other purpose, under any pension benefit plan (as defined in Section 3(2) of ERISA) maintained by and observe all of Transferee, or any entity in the same termscontrolled group of corporations as Transferee or under common control with Transferee, conditions, rights and obligations of the Vendor in relation which Transferred Employees are eligible to the employment of the Unionized Employees, including under the Collective Agreementsparticipate.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Offers of Employment. (1i) Effective on and after the Effective TimeExcept as otherwise provided in Attachment D, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written shall make offers of employment with Purchaser (or its subsidiary formed for the purpose of executing and performing the Subsidiary Business Transfer Agreement (“Purchaser which have been extended Subsidiary”)(which shall include Purchaser’s compliance with Purchaser’s covenants set forth in this Article VI) to such salaried Non-Union the Business Employees of the Vendor prior to who are actively at work on the Closing Date (each, an “Active Employee”), in accordance with the provisions of this Article VI, to be effective as of the Closing. For purposes of this Agreement, any Business Employee who is not actively at work on the Closing Date due to vacation, holiday or sick days, in compliance with the applicable policies of Seller or any affiliate of Seller, shall be deemed an Active Employee. With respect to each Business Employee who is not an Active Employee due to short-term disability, emergency family, personal short-term, jury duty, adoption, reserve military or full-time military leave or an approved leave of absence under the Family and Medical Leave Act of 1993, as amended (“FMLA”), Purchaser shall make an offer of employment with Purchaser or Purchaser Subsidiary (which shall include Purchaser’s compliance with Purchaser’s covenants set forth in this Article VI) to such Business Employee effective as of the date on which such Business Employee presents himself or herself to Purchaser for active employment following the Closing Date, provided that such date is no later than (A) if such Business Employee is not an Active Employee due to short-term disability, the last day on which Seller or affiliate of Seller would have been accepted required to re-employ such Business Employee in accordance with the applicable short-term disability plan of Seller or such affiliate, as applicable, if the transactions contemplated by this Agreement had not occurred; (B) if such salaried NonBusiness Employee is not an Active Employee due to approved leave of absence under FMLA, the last day on which Seller or any affiliate of Seller would have been required to re-Union Employees as employ such Business Employee in accordance with the provisions of FMLA, if the transactions contemplated by this Agreement had not occurred; (C) if such Business Employee is not an Active employee due to reserve military or full-time military leave, the last day on which Seller or affiliate of Seller would have been required to re-employ such Business Employee in accordance with the provisions of the Uniformed Services Employment and Reemployment Rights Act of 1994 and the Department of Labor regulations promulgated thereunder, if the transactions contemplated by this Agreement had not occurred; (D) if such Business Employee is not an Active Employee due to jury duty leave, the day following the end of such Business Employee’s jury service; or (E) if such Business Employee is not an Active Employee due to emergency family, personal short-term or adoption leave, the day that is six months after the Closing Date. The Purchaser will recognize all past service offers of Non-Union Employees with the Vendor and, if applicable, Predecessors employment pursuant to this Section 6.01(a)(i) shall be at a base salary or hourly rate of the Vendor, to the extent recognized by the Vendor, for all purposes. No later payment that is no less than that in effect on the Closing Date, and on terms and conditions no less favorable in the Vendor will provide aggregate than those applicable to the Business Employees immediately prior to the Closing. Seller and Purchaser with all written offers intend that for purposes of any severance or termination benefit plan, program, policy, agreement or arrangement of Seller or any Seller Subsidiary, the transactions contemplated by this Agreement shall not constitute a severance of employment with of any Business Employee prior to or upon the Purchaser which have been extended to and accepted by salaried Non-Union Employees consummation of the Vendortransactions contemplated hereby, and that Business Employees will have continuous and uninterrupted employment immediately before and immediately after the Closing. The Purchaser Nothing herein shall be construed as a representation or guarantee by Seller that any particular Business Employee will assume, accept the assignment offer of employment from Purchaser or will continue in employment with Purchaser following the Closing.
(ii) Each Business Employee who continues in or accepts employment with Purchaser (or Purchaser Subsidiary) as of the Closing Date (or, in the case of a Business Employee who is not an Active Employee, as of such later date that such Business Employee commences employment with Purchaser or its affiliates) is referred to herein as a “Transferred Employee”. If any Transferred Employee requires a work permit or employment pass or other approval for his or her employment to continue with Purchaser following the Closing, Purchaser shall use its reasonable best efforts to ensure that any necessary applications are promptly made and to secure the necessary permit, pass or other approval.
(iii) If the employment of a Transferred Employee is involuntarily terminated without cause within twelve months following the Closing Date (as determined by Purchaser within its sole discretion), Purchaser shall pay such Transferred Employee an amount equal to the product of (A) two times such Transferred Employee’s weekly base salary at the time of such termination of employment and (B) the number of years of such Transferred Employee’s service with Seller and any affiliate of Seller. In addition, Purchaser shall indemnify, defend and hold harmless Seller and any affiliate thereof against all obligations, liabilities and commitments in respect of claims made by any Business Employee for severance or other termination benefits (including claims for wrongful dismissal, notice of termination of employment or pay in lieu of notice) arising out of, relating to or in connection with Purchaser’s failure to offer employment to, or continue the employment of, any Business Employee, or failure to offer or continue employment on terms and conditions which would preclude any claims of constructive dismissal or similar claims under any Applicable Law or other failure to comply with the terms and conditions set out in all of this Agreement, or where any such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will severance or termination benefits are automatically required to be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Timepaid under Applicable Law.
(2iv) With respect Purchaser shall comply with all Applicable Laws relating to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”)notification of works councils, effective on unions and after the Effective Timerelevant governmental bodies, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items negotiations with works councils and/or unions in respect of Employees who become employed transactions contemplated by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries this Agreement and commissions and employee benefit plan payments will be appropriately adjusted to the close shall bear all expenses of business on the day immediately preceding the Effective Timeany compensation resulting from negotiations with works councils or unions.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Offers of Employment. (1a) Effective on and after In accordance with CGI's standard hiring policies, CGI shall offer employment to the Effective Time, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements Kanawha employees identified in Schedule K (“Non-Union Transitioned Employees”) and whose names are listed on Schedule 5.01(1), attached hereto commencing on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Commencement Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.
(2b) With respect CGI's offer of employment to Employees who are employed each employee shall include a pay structure and package of benefit programs such that the total compensation package offered by the Vendor who are covered CGI is substantially equivalent to that provided by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective AgreementsKanawha.
(3c) All items in respect of CGI will retain all Transitioned Employees who become employed by for at least twelve (12) months from the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which Commencement Date unless (i) are accrued and unpaid up CGI has grounds to the Effective Time with respect to all Employees; terminate such employees for cause or (ii) Kanawha approves the termination in advance in writing. CGI agrees to promptly remove and replace any CGI personnel involved in the performance of the Services at the reasonable request of Kanawha.
(d) In the event that CGI terminates the employment of a Transitioned Employee, other than for cause, within the first twelve (12) months following the Commencement Date, then CGI shall pay to such Transitioned Employee the greater of (i) the total cash compensation such Transitioned Employee would have received for the remainder of such twelve (12) month period had he or she not been terminated or (ii) the severance benefits to which accrue and become payable such Transitioned Employee would have been entitled had he or she been laid off as a Kanawha employee on the Effective Date. If CGI makes payment to such Transitioned Employee under (ii), Kanawha shall then reimburse CGI for the amount so paid in excess of the amount that he or she would have been entitled to if (i) had been applicable.
(e) In the event that CGI terminates the employment of a Transitioned Employee, other than for cause, on or after the Effective Time with respect first anniversary of the Commencement Date but before the second anniversary, CGI shall pay such Transitioned Employee the greater of (i) the severance benefits to Nonwhich he or she is entitled under CGI's then-Union Employees who do not commence employment with current severance policy or (ii) the Purchaser. On and following severance benefits to which he or she would have been entitled had he or she been laid off as a Kanawha employee on the Effective TimeDate. Kanawha shall then reimburse CGI for the amount so paid to such Transitioned Employee in excess of the severance benefits to whch he or she would have been entitled under CGI's then-current severance policy.
(f) In the event that CGI terminates the employment of a Transitioned Employee, the Purchaser will be solely responsible forother than for cause, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect second anniversary of the Commencement Date, CGI shall pay such Transitioned Employee the severance benefits to Nonwhich he or she is entitled under CGI's then-Unionized Employees who commence employment with the Purchaser and all Unionized Employeescurrent severance policy.
(5g) With respect to those Employees who become employees Each party shall be prohibited from employing or soliciting the employment of any employee of the Purchaser, and who have any claims under applicable workers’ compensation legislation as other during the Term of the Effective TimeAgreement and for a period of one (1) year thereafter. However, including any active upon the expiration or termination of this Agreement, CGI shall waive this restriction for Transitioned Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of substantially dedicated to providing support for Kanawha's outsourced Production Environment during the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
six (6) The Vendor will transfer to months preceding the Purchaser the information contained in the complete personnel files maintained expiration or termination. CGI and Kanawha also agree that Transitioned Employees subsequently terminated by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will CGI may be handled in accordance with article VI of the Separation Agreementhired by Kanawha.
Appears in 1 contract
Offers of Employment. The Buyer shall (1or shall cause an Affiliate to) Effective on and after offer to hire each Eligible Employee. The Buyer shall extend such offer within the Effective Time, thirty (30) day period immediately following the Purchaser will employ all date of this Agreement. Any such offer shall include the following terms: the employment shall be (v) effective as of the Closing Date, (w) on a full-time basis, if the relevant Eligible Employee had full-time status as of the Closing Date, or a part-time basis, if the relevant Eligible Employee had part-time status as of the Closing Date, (x) at base salaries or wages to each such Eligible Employees who are not covered by no less favorable than the Collective Agreements (“Non-Union Employees”) and whose names are listed base salaries or wages of such Eligible Employees as reflected on Schedule 5.01(15(n)(i), (y) with employee benefits (other than any equity-based or incentive compensation) through December 31, 2007 that are no less favorable in the aggregate than those provided to Eligible Employees immediately prior to Closing, and (z) at a location that does not require relocation by any of the Eligible Employees. In addition, Buyer (or an Affiliate of Buyer) will continue to retain the Acquired Company Employees on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, employment made available to the extent that written offers Eligible Employees pursuant to the immediately preceding sentence. The Buyer will give each Eligible Employee to whom an offer of employment have been provided is made no less than seven (7) business days from the date the offer is made to salaried Non-Union Employees accept or reject the employment offer. The Buyer shall notify Sellers of each Eligible Employee that has accepted or rejected the Vendor, on the same terms and conditions which are set out in such written offers offer of employment with the Purchaser which have been extended to as promptly as possible after such salaried Non-Union Employees of the Vendor indication, but in no event later than three (3) business days prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser Buyer will, and will recognize all past service of Non-Union cause its applicable Affiliates to, evaluate and make hiring decisions with respect to the Eligible Employees in accordance with applicable Law. Nothing in this paragraph shall be construed to require the Vendor and, if applicable, Predecessors of Buyer to provide post retirement benefits to the VendorEligible Employees, to the extent recognized by the Vendorany of Sellers’ employees not accepting a position with Buyer or its Affiliates, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended or to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become currently retired former employees of the Purchaser as of and following the Effective TimeSellers.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“Unionized Employees”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees, including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for unemployment insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time.
(4) On and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’ compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with and discharge, all obligations and Liabilities under applicable workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations, including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder. With respect to any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during which the applicable payment was paid by the Vendor. With respect to any payments received by the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser, the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-end during which the applicable payment was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such information will be handled in accordance with article VI of the Separation Agreement.
Appears in 1 contract
Samples: Contribution and Sale Agreement (Genesis Energy Lp)
