Post-Closing Benefits Sample Clauses
The Post-Closing Benefits clause outlines the obligations and entitlements related to employee benefits that continue or are provided after the closing of a business transaction, such as a merger or acquisition. Typically, this clause specifies whether employees will retain their existing benefits, transition to new benefit plans, or receive special compensation or severance packages. By clearly defining the treatment of benefits post-closing, this clause ensures continuity for employees and helps prevent disputes or confusion regarding benefit entitlements after the transaction is completed.
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Post-Closing Benefits. Except as may otherwise be provided in the Transition Services Agreement, following consummation of the Stock Sale, the Buyer shall cause all employees of Compression to be eligible to participate in an "employee welfare benefit plan" and "employee pension benefit plan" (within the meaning of Section 3(1) and Section 3(2) of ERISA, respectively) of the Buyer or subsidiary or affiliate of the Buyer, or such other benefit plan, fund or program that the Buyer may wish to establish for such employees on or after the Closing Date, provided that nothing herein shall prevent the Buyer from terminating the employment of any such employee or modifying or terminating such plans from time to time. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such an employee may be eligible after Closing, the Buyer shall ensure that service by such employee with Compression prior to the Closing shall be deemed to be service with the Buyer, shall waive any waiting period for participation or coverage in any welfare benefit plans or policies and, to the extent such employee was a participant in Seller's medical benefits plan and such condition was covered under such plan, shall waive any pre-existing medical condition provision of such plan or policy.
Post-Closing Benefits. For a period of one year following the Closing Date, the Purchasers shall sponsor or maintain employee benefit plans and arrangements which will provide a level of total compensation and benefits to active and retired employees of the Business (other than employees covered by a collective bargaining agreement), considered as a group and not individually, that is no less favorable in the aggregate than the level provided under the employee benefit plans and arrangements of BOC and its Affiliates and the BOC Companies as in effect immediately prior to the BOC Closing Date; provided, however, that changes may be made to such level of benefits to the extent necessary to comply with applicable Law. Notwithstanding anything herein to the contrary, effective as of the Closing Date:
(1) The Purchasers shall assume all responsibility for payment of liabilities under the BOC Postretirement Welfare Plans (on terms substantially similar to those set forth in the BOC Postretirement Welfare Plans) for persons who as of the BOC Closing Date were active employees of the Business (and in the event that any such employee terminates employment between the BOC Closing Date and the Closing Date and is then eligible for retiree coverage under the BOC Postretirement Welfare Plans, such employee shall thereafter receive retiree coverage under the BOC Postretirement Welfare Plans, and the Purchasers shall pay the Seller an amount equal to the present value of the cost of providing such coverage (such amount to be calculated as of the date of termination using the methodology and assumptions set forth in Exhibit 6.3(e)); and
(2) The Purchasers shall neither assume nor retain any responsibility under the BOC Postretirement Welfare Plans with respect to retiree medical or life insurance benefits for any persons who were, as of April 3, 1998, former employees of the Business.
Post-Closing Benefits. From the Closing Date and for a period of two (2) years thereafter, Buyer shall cause the Banner Companies to provide to the employees of such Banner Companies employee benefits (except for the Banner LTIPs and the Retention Plan) that are, in the aggregate, substantially comparable to those that are provided to Buyer’s employees who are similarly situated. With respect to any benefits plans of Buyer in which such employees participate after the Closing Date, Buyer shall use reasonable efforts to: (i) waive any limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the employees under any welfare benefit plan in which such employees may be eligible to participate after the Closing Date; provided, however, that no such waiver shall apply to a pre-existing condition of any such employee who was, as of the Closing Date, excluded from participation in a benefit plan of Seller or a Banner Company by nature of such pre-existing condition to the extent permitted by law; (ii) provide each such employee with credit for any co-payments and deductibles paid prior to the Closing Date during the year in which the Closing Date occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare benefit plan in which such employees may be eligible to participate after the Closing Date; and (iii) recognize all service of such employees with the Banner Company for purposes of eligibility to participate, vesting credit, entitlement for benefits and benefit accrual (excluding accrual under a defined benefit pension plan and a retiree medical plan) in any benefit plan in which such employees may be eligible to participate after the Closing Date, except to the extent such treatment would result in duplicative benefits. Nothing contained herein, express or implied: (i) shall alter or limit the ability of Buyer or any of its Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them, terminate any employee or alter the terms of any employee’s employment (in each case, subject to compliance with the terms of any written employment agreement); (ii) shall be deemed to be a guarantee of employment for any employee; or (iii) is intended to confer upon any Person (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a t...
Post-Closing Benefits. (a) Except as otherwise provided in this Agreement, for a period of twelve (12) months after the Closing Date, Buyer shall, or shall cause its Affiliates to, provide each Transferred Employee, while employed by Buyer, any Affiliate of Buyer or any TPA Firm with: (i) base pay (which shall mean annual base salary for salaried employees and hourly wages for Employees paid on an hourly basis) at least equal to the base pay provided to such Transferred Employee immediately prior to the Closing Date; (ii) an opportunity to earn bonus and incentive compensation, as applicable, that is comparable to the opportunity available to employees of Buyer and its Affiliates with similar duties or responsibilities (other than the Acquired Companies and the Acquired Company Subsidiaries); (iii) employee benefits (other than any retiree life or retiree health benefits provided to any former employees or any other person, except as may be required under Section 4980B of the Code or Section 601 of ERISA or any other applicable Law) that are no less favorable, in the aggregate, to such employee benefits provided to employees of Buyer and its Affiliates with similar duties or responsibilities (other than the Acquired Companies and the Acquired Company Subsidiaries); (iv) job duties and responsibilities that are comparable to those such Transferred Employee held immediately prior to the Closing Date (but taking into account such change as may be appropriate in connection with the transition of business to the systems and processes of Buyer and its Affiliates, provided, that such changes do not result in a substantial reduction of duties or responsibilities); and (v) employment at the same facility at which each Transferred Employee worked immediately prior to the Closing Date, or at a facility that is within twenty-five (25) miles from such facility. For the avoidance of doubt, nothing contained herein shall create any rights enforceable by third parties, including the Transferred Employees, it being acknowledged that there are no third-party beneficiaries of this provision.
(b) Buyer shall, or shall cause its Affiliates and any TPA Firm that employs any Transferred Employees to, credit Transferred Employees for their service with Sellers, their Affiliates and their predecessors, to the same extent recognized by Sellers or their Affiliates immediately prior to the Closing Date, for all purposes under the employee benefit plans or arrangements maintained by Buyer or any of its Affi...
Post-Closing Benefits. The Purchaser shall, for the period immediately following the Closing through and including December 31, 2006, provide Transferred Employees who are not members of a collective bargaining unit with salaries, wages and employee benefits that are in the aggregate comparable to the current salaries, wages and employee benefits provided to such Transferred Employees by the Seller immediately prior to the Closing. Nothing herein shall be deemed to be a guarantee of employment for any Transferred Employee. The Purchaser shall, for the period immediately following the Closing through and including the first anniversary of the Closing, provide each Transferred Employee who is not a member of a collectively bargained unit with participation in a severance plan or arrangement that provides for a severance benefit upon a qualifying termination of employment that is no less favorable than the severance benefit that would be payable to similarly situated employees of the Purchaser.
Post-Closing Benefits. Effective as of the Closing, each Hired Employee shall cease participation in the Employee Benefit Plans, and Buyer shall provide, or cause to be provided, to each Hired Employee a level of employee benefits that is no less favorable in the aggregate than the employee benefits provided to similarly situated existing employees of Buyer; provided, however, that nothing herein shall preclude Buyer or its ERISA Affiliates from altering, amending or terminating any of its employee benefit plans, or the participation of any of their employees in such plans, at any time.
Post-Closing Benefits. Subject to Section 7.07, during the twelve (12)-month period commencing at the Closing Date, Buyer shall provide, or shall cause an Affiliate of Buyer or the Company Group to provide, to each Business Employee employed by the Company Group as of the Closing (such employees, the “Continuing Employees”), subject to applicable Law and the terms of any collective bargaining agreement, compensation and employee benefits that are in the aggregate, substantially comparable to the compensation and benefits being provided to either, in Buyer’s sole discretion, Business Employees as of the date of this Agreement or similarly situated employees of Buyer (in each case, without regard to any stock or equity-based compensation plans or programs or any change in control, retention or severance benefits that are being provided to Business Employees as of the date of this Agreement); provided, however, that, subject to applicable Law or the terms of any collective bargaining agreement, Buyer, in its sole discretion, may provide such compensation and employee benefits to Continuing Employees under any of the Company Group’s Employee Plans or Buyer’s or any of its Affiliate’s employee benefit plans.
Post-Closing Benefits. From and after 12:01 a.m. on the day following the Closing Date, the Buyer shall cause CPLC to provide all of the CPLC Employees and Later Hires with the employee benefits programs generally available to employees of the Buyer's
Post-Closing Benefits. (i) Through December 31, 2013, Buyer agrees that it will, and will cause its Affiliates to, provide to each Transferring Employee (A) compensation and benefits coverage that (x) with respect to each Mexican Non-Purchased Entity Employee, are at least equivalent to the compensation and benefits coverage provided to such Mexican Non-Purchased Entity Employee immediately prior to the Closing, (y) with respect to each other non-US Transferring Employee, in the aggregate, are substantially equivalent to the compensation and benefits coverage provided to such Transferred Executive immediately prior to Closing, in accordance with applicable Law, and (z) with respect to each Transferred Executive, in the aggregate, are at least substantially equivalent to the compensation and benefits coverage provided to such Transferred Executive immediately prior to Closing, and (B) with respect to each US Transferring Employee other than the Transferred Executives, a base pay rate and annual bonus opportunity that are substantially equivalent to the base pay rate and annual bonus opportunity provided to such employees immediately prior to Closing. Sellers shall use commercially reasonable efforts to assist Buyer with transitioning the Transferring Employees to its benefit plans. Such assistance shall include coordinating with their current benefit plan vendors to provide reasonable information and reports needed by Buyer for such transition in a timely manner.
(ii) Following the Closing Date, Buyer shall (or shall cause its Affiliates to), pursuant to employee benefit plans, policies, programs and arrangements established or maintained by Buyer and its Affiliates (the “Buyer Plans”) (A) waive all limitations as to pre-existing conditions, and waiting periods with respect to participation and coverage requirements applicable to Transferring Employees under Buyer Plans, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Closing Date under the corresponding Employee Plan (subject to Buyer’s ability to obtain any required consent of any insurer with respect to any Buyer Plan without unreasonable effort or expense), (B) provide each Transferring Employee with credit under Buyer Plans for any co- insurance and deductibles paid under the corresponding Employee Plans prior to the Closing Date in satisfying any applicable deductible and/or co-insurance for the year in which the Closing Date occu...
Post-Closing Benefits. After the Closing, Buyer shall offer employee benefits of the type made available under the Plans or normally made available to similarly situated employees of Buyer’s and Parent’s other United States businesses, including Parent’s 401(k) Plan and other benefit plans (the “Buyer Plans”). Eligibility and vesting shall be determined on substantially the same criteria as applied to similarly situated employees of Buyer and Parent, except as otherwise restricted by Law and the terms of the Buyer Plans, and credit shall be given for the time period of service with the Company prior to the Closing when determining eligibility and vesting under the Buyer Plans; provided that any benefits will begin to accrue only after the Closing.