Common use of Post-Closing Employee Benefits Clause in Contracts

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 duplicate any employee benefit provided to any Transferred Employee or the funding of any such benefit. (c) Subject to Section 8.3(a), nothing in Section 8.1 or this Section 8.3 shall be construed to entitle any Transferred Employee to continue his or her employment with Purchaser for any period of time, nor to interfere with the rights of Purchaser, Seller, Eagle Eye or any Seller Affiliate to discharge or discipline any Transferred Employee, to change the terms of any Transferred Employee’s employment, or to amend or terminate any employee benefit plans at any time.

Post-Closing Employee Benefits. (a) After From the ClosingEffective Time and through December 31, 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 2015 (the “Purchaser PlansContinuation Period”), providedParent will provide, howeveror will cause its applicable Subsidiary to provide, that nothing shall alter each employee of the at-will nature Company and its Subsidiaries who continues employment with Parent or any Subsidiary of employment of any Transferred Parent (each such employee, a “Continuing Employee; and provided further, however, that if the Closing occurs prior to December 31, 2008, ”) (i) Purchaser’s obligations 401(k) matching contributions that are no less favorable to provide health, dental and vision benefits to such Transferred Employees shall not commence until January 1, 2009, and the Continuing Employee than those in effect immediately prior to that datethe Effective Time, 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 Sellermedical 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, 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 shallParent will use commercially reasonable efforts, to the extent permitted by Legal Requirementsthe terms of the applicable employee benefit plans, receive 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 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. (b) From and after the Effective Time, and without limiting the generality of Section 5.17(a), with respect to any health plan (which, for the avoidance of doubt, includes medical, dental, vision and prescription drug) of Parent and its Subsidiaries in which such Continuing Employee is eligible to participate and vesting under Purchaser Plans for years of service with Seller prior the plan year in which such Continuing Employee is first eligible to the Closing Date. Subject to the approval of any insurance carrier and to the extent permitted by Legal Requirementsparticipate, Purchaser Parent shall use commercially reasonable efforts to, or shall cause its applicable Subsidiary to, (i) cause any and all pre-existing condition (limitations or actively-at-work or similar) limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans such Parent or Subsidiary plan to be waived with respect to such Continuing Employee to the Transferred Employees and their eligible dependents and shall provide them with credit for any co-payments, deductibles, and offsets (extent such limitation would have been waived or similar payments) arising satisfied under the Company Plan in which such Continuing Employee participated immediately prior to the Closing Date Effective Time, and (ii) recognize any healthcare expenses incurred by such Continuing Employee in the year that includes the Effective Time (or, if later, the year in which such Continuing Employee is first eligible to participate in the Parent or Subsidiary health plan) for purposes of satisfying any applicable deductible, deductible and annual out-of-pocket, or similar pocket expense requirements under any Purchaser Plans in which they are eligible to participate after the Closing Date. Notwithstanding the foregoing, none such health plan of the provisions contained herein shall operate to duplicate any employee benefit provided to any Transferred Employee Parent or the funding of any such benefitits Subsidiaries. (c) Subject to Section 8.3(a)Nothing contained herein, nothing in Section 8.1 express or this Section 8.3 implied (i) shall be construed to entitle establish, amend or modify any Transferred Employee to continue his benefit plan, program, agreement or her employment with Purchaser for any period arrangement or (ii) shall alter or limit the ability of timeParent, nor to interfere with the rights of Purchaser, Seller, Eagle Eye Company or any Seller Affiliate of their respective Affiliates to discharge or discipline any Transferred Employeeamend, to change the terms of any Transferred Employee’s employment, or to amend modify or terminate any employee benefit plans plan, program, agreement or arrangement at any timetime assumed, established, sponsored or maintained by any of them. This Section 5.17 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 5.17, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.17.

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 periodsix months, Purchaser shall arrange for each Transferred Employee who accepts employment with Purchaser to receive benefits under Purchaser’s benefit plans that are comparable 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 nothing shall alter the at-will nature of employment of subject to any Transferred Employee; and provided further, however, that if the Closing occurs prior waiting or introductory periods applicable 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 new 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)generally. (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 Datedependents. Notwithstanding the foregoing, none of the provisions contained herein shall operate to duplicate any employee benefit provided to any Transferred Employee or the funding of any such benefit. (c) Subject Purchaser, to Section 8.3(a)the exclusion of Seller, nothing in Section 8.1 or this Section 8.3 shall be construed to entitle any Transferred Employee to continue his or her employment with Purchaser fully responsible for any period and all losses arising out of timeor relating to: (i) Purchaser’s alleged failure to make offers of employment in keeping with its obligations under Section 8.1(a); (ii) Purchaser’s employment or termination of employment of any Employee; (iii) any Purchaser Benefits Plans; and (iv) workers compensation claims of Transferred Employees arising out of conditions with a date of injury (or, nor in the case of a claim relating to interfere with occupational illness or disease, the rights last significant exposure) after the Closing Date, except to the extent such losses were caused by Seller’s breach of Purchaserany of its covenants hereunder (collectively referred to herein as “Post-Closing Date Employment Liabilities”). Purchaser shall reimburse, indemnify and hold harmless Seller, Eagle Eye or its Affiliates and their respective Employee Benefits Plans for any Seller Affiliate to discharge or discipline and all losses incurred by any Transferred Employee, to change the terms of them in connection with any Transferred Employee’s employment, or to amend or terminate any employee benefit plans at any timePost-Closing Date Employment Liabilities. All Post-Closing Date Employment Liabilities shall be Assumed Liabilities for all purposes of this Agreement.

Post-Closing Employee Benefits. (a) After During the Closingperiod commencing on the Closing Date and ending on the date that is 12 months following the Closing Date (or if earlier, and continuing for a period the date 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 Purchaserthe employee’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 termination of Purchaser and its subsidiaries from time to time (the “Purchaser Plans”employment), provided, however, that nothing Acquirer 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 each Continuing Employee with base salary or hourly wages that are no less than the base salary or hourly wages provided by the Company immediately prior to that datethe Effective Time, 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 Selleruse commercially reasonable efforts to provide each Continuing Employee, Eagle Eye or subject to the Seller Affiliatesterms and conditions of the applicable Acquirer Benefit Plans (including, as applicablewithout limitation, for with respect of waiting periods and other enrollment requirements), with retirement (excluding any out benefits from a defined benefit plan) and health and welfare benefits that are substantially similar to those provided by Acquirer to similarly situated employees of pocket costs actually incurred by them in making health, dental and vision benefits available at such cost pursuant to clause (i)Acquirer. (b) Each Transferred Employee shallWith respect to any employee benefit plan maintained by Acquirer or its Subsidiaries (collectively, “Acquirer Benefit Plans”) in which any Continuing Employees will participate, to the extent permitted by Legal Requirementsunder the terms of the Acquirer Benefit Plans, receive credit for purposes of determining eligibility to participate and vesting under Purchaser Plans for years of service with Seller prior Acquirer shall, subject to the Closing Date. Subject to terms and conditions of the approval applicable Acquirer Benefit Plans recognize all service of the Continuing Employees with the Company, as the case may be, as if such service were with Acquirer, for vesting and eligibility purposes in 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 Acquirer Benefit Plan in which they are such Continuing Employees may be eligible to participate after the Closing Date. Notwithstanding ; provided that such service shall not be recognized to the foregoing, none extent that (x) such recognition would result in a duplication of benefits or (y) such service was not recognized under the provisions contained herein shall operate to duplicate any employee benefit provided to any Transferred corresponding Company Employee or the funding of any such benefitPlan. (c) Subject to Section 8.3(a), nothing Nothing contained in Section 8.1 or this Agreement (including this Section 8.3 5.11 and Sections 5.10, 5.12 and 5.13) shall, or shall be construed so as to, (i) prevent or restrict in any way the right of Acquirer to entitle terminate, reassign, promote or demote any Transferred Employee to continue his employee, consultant, director or her employment with Purchaser for other service provider at any period of time, nor to interfere with time following the rights of Purchaser, Seller, Eagle Eye or any Seller Affiliate to discharge or discipline any Transferred Employee, to change the terms of any Transferred Employee’s employmentClosing, or to amend change (or terminate cause the change of) the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment or service of any such employee, consultant, director or other service provider (or to cause any of the foregoing actions) at any time following the Closing; (ii) constitute an amendment or modification of any Company Employee Plan or other employee benefit plans plan; or (iii) create any third party rights in any such current or former employee, consultant, director or other service provider (including any beneficiary or dependent thereof); or (iv) obligate Acquirer or any of its Affiliates to adopt or maintain any particular plan or program or other compensatory or benefits arrangement at any time or prevent Acquirer or any of its Affiliates from modifying or terminating any such plan, program or other compensatory or benefits arrangement at any time.