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).
(b) Each Transferred Employee shall, to the extent permitted by Legal Requirements, receive credit for purposes of determining eligibility to participate and vesting under Purchaser Plans for years of service with Seller prior to the Closing Date. Subject to the approval of any insurance carrier and to the extent permitted by Legal Requirements, Purchaser shall cause any and all pre-existing condition (or actively-at-work or similar) limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans to be waived with respect to the Transferred Employees and their eligible dependents and shall provide them with credit for any co-payments, deductibles, and offsets (or similar payments) arising prior to the Closing Date for purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under any Purchaser Plans in which they are eligible to participate after the Closing Date. Notwithstanding the foregoing, none of the provisions contained herein shall operate to duplicat...
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. 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. 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 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.
(b) The Company and Buyer shall waive all limitations as to preexisting condition exclusions, waiting periods and physical ...
Post-Closing Employee Benefits. Nothing in this Section 5 shall be construed to entitle any Transferred Employee to continue his or her employment with Acquiror for any period of time, nor to interfere with the rights of Acquiror or the Company to discharge or discipline any Transferred Employee, or to change the terms of any Transferred Employee’s employment, except as specifically contemplated herein.
Post-Closing Employee Benefits. To the extent not completed as of the Closing Date, the Acquiror shall obtain the key-man life insurance policies and directors and officers insurance described in Sections 4.1(f) and (g) within 30 days of the Closing Date.
Post-Closing Employee Benefits. Following the Closing and through April 30, 2012, the Seller will provide to the persons who are employees of the Seller immediately prior to the Closing Date the employee medical, dental, vision and life and other insurance plan benefits in the manner and on the terms provided by Seller to such employees prior to the Closing Date, at no cost to the Purchaser or such employees.
Post-Closing Employee Benefits. (a) After the Closing, 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"); provided, however, that this Section 8.3(a) shall not obligate Purchaser to provide any particular benefit plans nor shall it limit Purchaser's general ability to modify, amend, or terminate any of its benefit plans.
(b) Purchaser shall issue shares of its restricted stock and options to purchase common stock at fair market value on the date of grant to the persons and in the amounts listed on Schedule 8.3(b) as soon as reasonably practicable following the Closing, subject to Purchaser first obtaining any necessary federal and state securities law qualifications, permits and registrations in connection therewith; provided that as to any such person the person shall not have exercised any option to acquire equity securities of Seller after the date hereof. In the event any person on Schedule 8.3(b) exercises any such option, the Purchase Price shall be adjusted as set forth in Section 2.2 (e) and such person shall receive no restricted stock pursuant to this Section 8.3(b). Purchaser shall, at its sole expense, use commercially reasonable efforts to obtain any necessary federal and state securities law qualifications, permits and registrations in connection with such issuances. Purchaser shall further, at its sole expense, use commercially reasonable efforts to register the shares of restricted stock and options it issues pursuant to this Section 8.3(b) with the Securities and Exchange Commission on Form S-8. All of the shares subject to each respective grant of restricted stock made pursuant to this Section 8.3(b) shall vest six (6) months after the respective grant date; provided, however, that if Purchaser shall terminate the employment of any such grantee without cause prior to the date that is six (6) months after the applicable grant date, then such grantee's grant of restricted stock pursuant to this Section 8.3(b) shall vest in full on the date of such grantee's termination of employment. The remaining terms and conditions of each such grant of restricted stock and option shall be as set fort...
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.
