Other Employee Matters. 7.8.6.1 In no event, whether upon expiration or early termination of the Concession Period, will the Authority be liable to reimburse or indemnify the Operator against any costs or liabilities (including any liability to pay retrenchment compensation) arising as a result of the termination of the employment of any or all of the Operator’s Employees. The Operator shall be responsible for discharging all such costs or liabilities arising by operation of law.
Other Employee Matters. (a) Buyer shall indemnify the Seller Indemnitees (as defined below) from and against any Losses (as defined below) that may be incurred by them (i) under the Worker Adjustment and Retraining Notification Act of 1988 (or any similar state or local Law with respect to plant closing, layoff or relocation) arising at or after the Closing as a result of any action or omission of Newco, the Company or the Sold Subsidiaries occurring at or after the Closing or (ii) with respect to any obligation to provide notice, payment or any other benefit as a result of or arising out of any termination of employment of any employee of Newco, the Company or the Sold Subsidiaries at or after the Closing.
Other Employee Matters. Each Sono Employee will be treated as a terminated ---------------------- employee under any ATL plan; however, the committee administering the ATL Stock Option Plan has determined that each option to acquire ATL Common Stock granted to SONO Employees prior to the Distribution Date (as adjusted by the provisions of the Agreement) will continue to vest according to its original vesting schedule during the period the SONO Employee remains employed by SONO.
Other Employee Matters. (a) The Company, Buyer, the administrator of the Compensation and Benefit Plans and the administrator of the employee benefits plans established by Buyer shall assist and cooperate with each other in providing each other with any records, documents or other information and access to personnel within its control or to which it has access that is reasonably requested by any other such party as necessary to the disposition, settlement or defense of any claim or to the implementation of the provisions of this Article IX.
Other Employee Matters. (a) Seller and Purchaser agree to cooperate to coordinate all employee-related Tax withholdings and reporting for the year in which the Closing occurs.
Other Employee Matters. (a) During the period beginning on the Closing Date and ending on the first anniversary of the Closing Date, GTY shall, or shall cause the Surviving Company to, provide to all employees of the Company Parties who are employed by the Company Parties immediately prior to the Closing, to the extent such employees remain employed by the Surviving Company during such period (“Company Employees”), with base salaries or wage rates and target cash bonus opportunities that are consistent with those provided to similarly situated employees of the GTY Parties, and, to the extent accurately disclosed on the Company’s Disclosure Schedule, that are in no event less than their corresponding base salaries or wage rates and target cash bonus opportunities as of immediately prior to the Closing. From and after the Closing Date, GTY shall cause the Surviving Company to provide the Company Employees with employee benefits (including defined contribution retirement and welfare benefits, but excluding retention and change in control bonuses, cash and equity-based long term incentive opportunities, defined benefit pension, and nonqualified retirement benefits) that are consistent with those provided to similarly situated employees of the GTY Parties, and, to the extent accurately disclosed on the Company’s Disclosure Schedule, that are substantially similar in the aggregate to such employee benefits to which such Company Employees were entitled as of immediately prior to the Closing.
Other Employee Matters. (a) Notwithstanding the provisions of Section 1.4 hereof, Seller shall pay and be solely responsible for, and shall defend, indemnify and hold Buyer and Citizens harmless with respect to, all amounts payable and other obligations to Employees or others under: (i) Citizens Power's Employee Phantom Unit Option Plan, any Employee Phantom Unit Option Plan Option Agreement pursuant thereto or any Equity Payment Agreement related thereto; (ii) P&L's 1998 Stock Purchase and Option Plan, or any Common Stock Issuance Agreement, Common Stock Ownership Agreement, Non-Qualified Stock Option Agreement, Incentive Stock Option Agreement, Stock Purchase Agreement, or any other agreement with Seller pursuant thereto; (iii) the Citizens Power FY00 Incentive Plan, and any Annual Incentive Award or other bonus compensation payable under any Employment Agreement or otherwise for the period prior to Closing, except to the extent accrued in the Final Calculation of Net Book Value; and (iv) any employee benefit plan, if any, not listed on Schedule 3.14 hereto, including The Energy Group Long Term Incentive Plan.
Other Employee Matters. (a) On or about the date that is five Business Days prior to the expected date on which the Closing will occur, the Company shall deliver to Parent a revised list of each Person who the Company reasonably believes is, with respect to the Company or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), each agreement the Company reasonably believes would give rise to non-deductibility under Sections 280G and 4999 of the Code and calculations prepared by a firm retained by the Company showing the estimated liability under Section 280G and Section 4999 of the Code in connection with the transactions contemplated by this Agreement.
Other Employee Matters. (i) Notwithstanding anything to the contrary in this Agreement, (x) no provision of this Agreement shall be enforceable by any Business Employee, (y) no Business Employee shall be a third party beneficiary (Vertrag (mit Schutzwirkung) zugunsten Dritter) under any provision of this Agreement, and (z) unless explicitly provided otherwise in this Agreement, no provision of this Agreement shall require continued employment of any Business Employee following the Closing, with each such Business Employee being subject to termination at any time after the Closing at the discretion of the employer thereof to the extent permissible under the relevant jurisdiction.
Other Employee Matters. 77 ARTICLE X Conditions
