Post-Closing Employee Benefits. Except as otherwise provided for in any of the agreements set forth on Schedule 4.12, effective as of the Closing Date, Buyer will provide or will cause CLF&P to provide all Employees with coverage under all employee benefit plans (within the meaning of Section 3(3) of ERISA) and all other employment related-benefits and programs currently provided by Buyer to its employees (without exclusion of or limitation as to any pre-existing conditions covered prior to the Closing under the health plans provided by Seller or CLF&P to the Employees), which coverage will include credit to all Employees for prior years of service to the extent Employees had such credit or seniority under the Employee Benefit Plans and the Employee Programs immediately prior to the Closing for purposes of eligibility and vesting in the employee benefit plans and other employment-related benefits and programs offered by Buyer to its employees. Buyer also will recognize and credit under such benefits and programs all accrued and unused paid time off and vacation balances of Employees immediately prior to the Closing.
Post-Closing Employee Benefits. (a) After the Closing, and continuing for a period of at least twelve (12) months and subject to such Transferred Employee remaining employed by Purchaser during such period, Purchaser shall arrange for each Transferred Employee who accepts employment with Purchaser to receive benefits under Purchaser’s benefit plans that are comparable in the aggregate to those provided to other similarly situated (as to seniority, job description, salary and location) employees of Purchaser and its subsidiaries from time to time (the “Purchaser Plans”), provided, however, that nothing shall alter the at-will nature of employment of any Transferred Employee; and provided further, however, that if the Closing occurs prior to December 31, 2008, (i) Purchaser’s obligations to provide health, dental and vision benefits to such Transferred Employees shall not commence until January 1, 2009, and prior to that date, Seller, Eagle Eye or the Seller Affiliates shall make available health, dental and vision benefits to such Transferred Employees who elect COBRA Coverage pursuant to Section 8.2(b) at the same cost to such Transferred Employees that such Transferred Employees paid, if any, as employees of Eagle Eye and (ii) Purchaser shall reimburse Seller, Eagle Eye or the Seller Affiliates, as applicable, for any out of pocket costs actually incurred by them in making health, dental and vision benefits available at such cost pursuant to clause (i).
Post-Closing Employee Benefits. (a) After the Closing, and continuing for a period of at least six months, Purchaser shall arrange for each Transferred Employee to receive benefits under Purchaser’s benefit plans that are, in the aggregate and taking into account benefits provided pursuant to the provisions of applicable law, no less favorable in substance than those provided to other similarly situated (as to seniority, job description, salary and location) employees of Purchaser and its subsidiaries from time to time (the “Purchaser Plans”), subject to any waiting or introductory periods applicable to new employees generally.
Post-Closing Employee Benefits. After the Closing, and continuing for a period of at least 12 months, Seller shall, if requested by Purchaser and permitted under applicable law or otherwise, arrange for each employee of the Surviving Corporation or its subsidiaries to continue to receive benefits under Seller's benefit plans upon reimbursement by Purchaser of Seller's actual costs of continuing to provide such benefits.
Post-Closing Employee Benefits. (a) From the Effective Time and through December 31, 2015 (the “Continuation Period”), Parent will provide, or will cause its applicable Subsidiary to provide, each employee of the Company and its Subsidiaries who continues employment with Parent or any Subsidiary of Parent (each such employee, a “Continuing Employee”) (i) 401(k) matching contributions that are no less favorable to the Continuing Employee than those in effect immediately prior to the Effective Time, and (ii) medical benefits (including the in-network doctors that are available under the Company Plans as in effect immediately prior to the Effective Time) that are no less favorable to the Continuing Employee than those in effect immediately prior to the Effective Time. Except as set forth in the following sentence, Parent will use commercially reasonable efforts, to the extent permitted by the terms of the applicable employee benefit plans, programs and policies, provide Continuing Employees with credit for all service with the Company or its Subsidiaries as if such service were with Parent and its Subsidiaries for purposes of determining eligibility, vesting, levels of benefits and benefit accrual under Parent’s employee benefit and compensation plans to the same extent that such service was credited under a comparable plan of the Company or its Subsidiaries. Outside the U.S., Continuing Employees shall be given credit for service with the Company or its Subsidiaries solely as required by applicable law. Unused vacation days accrued by Continuing Employees under the plans and policies of the Company and its Subsidiaries shall carry over to Parent or the Ultimate Surviving Entity. This Section 5.17(a) shall not operate to duplicate any benefit provided to any employee, require Parent to continue in effect any specific Company Plan or Parent employee benefit plan, or prohibit the termination of any specific employee, following the Effective Time. Other than as specified above in this Section 5.17(a), Parent’s present intention is to provide comparable compensation and employee benefit programs to Continuing Employees from the Effective Time through the Continuation Period; provided that such programs shall be adjusted as Parent deems necessary.
Post-Closing Employee Benefits. Following the Effective Time, and to the extent that any Employee Plan is not continued after the Effective Time, Parent shall or shall cause either the Company or Acquisition, as applicable, to make available to the employees of the Company who continue employment with Parent, Company or Acquisition (including any successor to Parent, Company or Acquisition), as applicable, upon or after the Effective Time, comparable employee benefit plans and programs maintained for similarly situated employees of Parent on the same terms and conditions applicable to similarly situated employees of Parent..
Post-Closing Employee Benefits. (a) From and after the Closing Date, Buyer shall provide or cause to be provided to all continuing employees of the Company, including all employees of the Company identified by the Buyer Parties on the list of continuing employees delivered to the Seller under Section 1.3(b)(xvii), but excluding all other employees listed on Schedule 7.3(b), pursuant to employee benefit and compensation plans, policies or arrangements (including all compensation, bonus, fringe benefits, welfare benefits, medical, dental and other health plans, short term and long term disability pay, vacation pay, severance pay or termination pay, deferred compensation arrangements, retirement and pension benefits) maintained or contributed to by Buyer, the Company, or Buyer's other affiliates (together, the "Buyer Employee Benefit Plans"), benefits and compensation not less favorable in the aggregate than those provided by Buyer or its affiliates to other similarly situated employees of Buyer; provided, however, that Buyer shall also provide, to any continuing employee of the Company, including any employee of the Company indentified by the Buyer Parties on the list of continuing employees delivered to the Seller under Section 1.3(b)(xvii), but excluding all other employees listed on Schedule 7.3(b), whose employment with the Company is terminated on or before the first anniversary of the Closing Date, the enhanced severance benefits described in Schedule 7.4(a). From and after the Closing Date, Buyer shall provide, or cause to be provided, to employees of the Company credit for purposes of eligibility to participate, vesting or qualification or eligibility for any benefit or privilege (including vacation, sick leave and disability) based on length of service, (but not for determining accruals under a defined benefit pension plan as defined in Section 3(2) of ERISA) under Buyer Employee Benefit Plans for service with the Company performed at any time prior to the Closing, to the extent such service was recognized for such purposes under plans of like kind maintained by Seller immediately prior to the Closing Date. Nothing in this Section 7.4 shall be deemed to affect or limit the obligations of any of the Company Parties to comply, after the Closing Date, with any of their obligations under any collective bargaining agreements to which such Company Party is a party.
Post-Closing Employee Benefits. There shall be a dollar-for-dollar increase in the Closing Cash Purchase Price equal to the cost to Seller to provide to the Company’s employees benefits or coverage under any Company Benefit Plan following the Closing Date.
Post-Closing Employee Benefits. After the Effective Time, employees of the Surviving Corporation and its Subsidiaries shall be entitled to benefits that are comparable to those in effect from time to time applicable to comparably located and situated employees of Parent and its Subsidiaries and each employee shall be entitled to receive severance on the same basis as currently applies to employees of Parent or its Subsidiaries. For all purposes other than benefit plan accrual, post-retirement medical plans and vacation policies, employees of the Surviving Corporation and its Subsidiaries shall be credited for service with the Company and its Subsidiaries and each employee shall be entitled to receive severance on the same basis as currently applies to employees of Parent or its Subsidiaries. For purposes of this Section 6.16, employees of the Surviving Corporation and its Subsidiaries, (i) shall not include persons (a) subject to a collective bargaining agreement, (b) on long-term disability (which persons shall be terminated prior to the Effective Time) or (c) on short-term disability in excess of 90 days (which persons shall be terminated prior to the Effective Time) but (ii) shall include any employee on short-term disability for less than 90 days, absent as a result of a workers' compensation claim or on authorized leave (such as maternity, military, family and medical leave or other leave where return to work is subject to statutory requirements). Notwithstanding the foregoing, in no respect shall this Section 6.16 be interpreted to provide for a duplication of benefits.
Post-Closing Employee Benefits. Following the Closing and through September 30, 2010, the Shareholder will provide the Company and its employees the employee benefits set forth in Schedule 10.10 in the manner and on the terms provided by Shareholder to the Company and its employees prior to the Closing Date, at a cost to the Company equal to the amount set forth in such schedule. Buyer shall pay the Shareholder the amount indicated on Schedule 10.10 (or shall cause the Company to pay the Shareholder such amount) no later than October 8, 2010.
