Post-Closing Employee Matters. Parent or its Affiliates may offer certain U.S. Employees, including the Key Employees, employment by Parent, its Subsidiaries, the Interim Surviving Entity and/or the Final Surviving Entity as a Continuing Employee, to be effective as of the Closing Date, upon proof of a legal right to work in the United States (such employees offered such employment, the “Offered Employees”). Such employment will: (i) be set forth in offer letters on Parent’s standard form, (ii) be subject to and in compliance with Parent’s applicable policies and procedures, including employment background checks and the execution of Parent’s employee proprietary information agreement, governing employment conduct and performance, (iii) have terms, including the position and salary, which will be determined by Parent, (iv) include, if applicable, a waiver by the Employee of any future equity-based compensation to which such Employee may otherwise have been entitled, and (v) supersede any prior express or implied employment agreements, arrangement or offer letter in effect prior to the Closing Date. Notwithstanding the provisions of clause (iii), the offers provided to the Offered Employees shall provide for terms and conditions that maintain substantially (x) the aggregate economic value of the total cash compensation (including base salary, base hourly wage, target bonus and other cash-based incentive payments, but excluding equity compensation) of each Continuing Employee, and (y) the aggregate economic value of the benefits under the employee benefit plans, programs and arrangements for the benefit of such Continuing Employee and his or her dependents and beneficiaries, in each case, as provided to such Continuing Employee immediately prior to the Effective Time, so as to not implement any substantial aggregate reduction in the value of compensation, benefits, rights or entitlements during such period (the “Offered Terms”), and following the Closing Date, Parent shall or shall cause its Affiliate who is employing such Continuing Employee to maintain the Offered Terms. After the Effective Time, nothing contained in the foregoing sentence shall prohibit Parent or its Affiliates from reducing or otherwise modifying any component of compensation or benefits of any Continuing Employee. Effective as of, and following, the Closing, to the extent permitted or required by applicable law, Parent or Affiliate will cause any employee benefit plans, programs, policies and arrangements in which any Continuing Employee participates that is a health or welfare benefit plan (collectively, “Parent Welfare Plans”) to (i) waive all limitations as to preexisting conditions, requirements for insurability, exclusions and service conditions with respect to participation and coverage requirements applicable to Continuing Employees (and their eligible dependents), (ii) honor any payments, charges and expenses of such Continuing Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Company Employee Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Parent Welfare Plan during the same plan year in which such payments, charges and expenses were made, and (iii) with respect to any medical plan, waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Continuing Employee following the Closing. No Continuing Employee or other current or former employee of the Company or its Subsidiaries, including any beneficiary or dependent thereof, or any other Person not a party to this Agreement, shall be entitled to assert any claim hereunder and nothing in this Agreement shall be interpreted as limiting the power of the Parent or its Affiliates to amend or terminate any particular employee benefit plan, program, agreement or policy, or interpreted as requiring the Company or Parent or any of their Affiliates to continue the employment of any Continuing Employee for any period of time.
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Post-Closing Employee Matters. Parent (a) After the Closing, and at Buyer’s request, Sellers will (i) take all reasonable measures to enforce the terms of those non-compete/non-solicitation/confidentiality agreements with its existing or its Affiliates may offer certain U.S. Employeesformer employees and/or independent contractors that either have not been or cannot be assigned to Buyer, including pursuing legal and injunctive Proceedings, and (ii) cooperate with Buyer in enforcing the Key Employees, employment terms of those Contracts assigned to Buyer and will join in any legal or injunctive Proceedings instituted by Parent, its Subsidiaries, Buyer for such purpose. If the Interim Surviving Entity and/or violating party was an employee of Sellers providing services to Buyer pursuant to the Final Surviving Entity as a Continuing Employee, to be effective as Transition Services Agreement after the Closing Date or became an employee of Buyer on the Closing Date, upon proof any such action will be at Buyer’s cost and expense. If the violating party was no longer an employee of a legal right Seller providing services to work in the United States (such employees offered such employment, the “Offered Employees”). Such employment will: (i) be set forth in offer letters on Parent’s standard form, (ii) be subject to and in compliance with Parent’s applicable policies and procedures, including employment background checks and the execution of Parent’s employee proprietary information agreement, governing employment conduct and performance, (iii) have terms, including the position and salary, which will be determined by Parent, (iv) include, if applicable, a waiver by the Employee of any future equity-based compensation to which such Employee may otherwise have been entitled, and (v) supersede any prior express or implied employment agreements, arrangement or offer letter in effect prior Buyer pursuant to the Transition Services Agreement after the Closing Date. Notwithstanding the provisions Date or did not become an employee or contractor of clause (iii), the offers provided to the Offered Employees shall provide for terms and conditions that maintain substantially (x) the aggregate economic value of the total cash compensation (including base salary, base hourly wage, target bonus and other cash-based incentive payments, but excluding equity compensation) of each Continuing Employee, and (y) the aggregate economic value of the benefits under the employee benefit plans, programs and arrangements for the benefit of such Continuing Employee and his or her dependents and beneficiaries, in each case, as provided to such Continuing Employee immediately prior to the Effective Time, so as to not implement any substantial aggregate reduction in the value of compensation, benefits, rights or entitlements during such period (the “Offered Terms”), and following Buyer on the Closing Date, Parent shall or shall cause any such action will be at the Sellers’ cost and expense. Without Buyer’s prior written consent, which Buyer may withhold in its Affiliate who is employing such Continuing Employee to maintain the Offered Terms. After the Effective Timesole and absolute discretion, nothing contained in the foregoing sentence shall prohibit Parent or its Affiliates from reducing Sellers will not amend, modify, waive, release, or otherwise modifying any component of compensation or benefits affect the terms of any Continuing Employeesuch non-compete/non-solicitation/confidentiality agreements with any Seller’s former employees and/or independent contractors. Effective as of, and following, the Closing, to the extent permitted Nothing in this Section 5.4(a) will be deemed or required by applicable law, Parent or Affiliate will cause any employee benefit plans, programs, policies and arrangements in which any Continuing Employee participates that is a health or welfare benefit plan (collectively, “Parent Welfare Plans”) construed to (ix) waive all limitations as impose any obligation or duty on Buyer to preexisting conditionsinitiate any such Proceeding, requirements for insurability, exclusions and service conditions with respect to participation and coverage requirements applicable to Continuing Employees (and their eligible dependents), (ii) honor any payments, charges and expenses of such Continuing Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Company Employee Plan which may be initiated by Buyer in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Parent Welfare Plan during the same plan year in which such payments, charges and expenses were made, and (iii) with respect to any medical plan, waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Continuing Employee following the Closing. No Continuing Employee or other current or former employee of the Company or its Subsidiaries, including any beneficiary or dependent thereofsole discretion, or any other Person not a party to this Agreement(y) limit, shall be entitled to assert any claim hereunder and nothing in this Agreement shall be interpreted as limiting the power of the Parent or its Affiliates to amend or terminate any particular employee benefit plan, program, agreement or policymodify, or interpreted as requiring the Company or Parent or any of their Affiliates to continue the employment of any Continuing Employee for any period of timeotherwise affect Sellers’ indemnity obligations under Section 6.2.
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Post-Closing Employee Matters. Parent or its Affiliates may offer certain U.S. Employees, including the Key Employees, employment by Parent, one of its Subsidiaries, the Interim Surviving Entity and/or or the Final Surviving Entity as a Continuing Employee, to be effective as of the Closing Date, upon proof of a legal right to work in the United States (such employees offered such employment, the “Offered Employees”). Such employment will: (ia) be set forth in offer letters on Parent’s standard form, ; (iib) be subject to and in compliance with Parent’s applicable policies and procedures, including employment background checks and the execution of Parent’s employee proprietary information agreement, agreement governing employment conduct and performance, ; (iiic) have terms, including the position and salary, which that will be determined by Parent, ; (ivd) include, if applicable, a waiver by the Employee of any future equity-based compensation to which such Employee may otherwise have been entitled, ; and (ve) supersede any prior express or implied employment agreements, arrangement or offer letter in effect prior to the Closing Date. Notwithstanding the provisions of clause (iii)foregoing, the offers provided to the Offered Employees shall provide for terms and conditions that maintain substantially (xi) the aggregate economic value of the total cash compensation (including base salary, base hourly wage, target bonus and other cash-based incentive payments, but excluding equity compensation) of each Continuing Employee, ; and (yii) the aggregate economic value of the benefits under the employee benefit plans, programs and arrangements for the benefit of such Continuing Employee and his or her dependents and beneficiaries, in each case, case as provided to such Continuing Employee immediately prior to the Effective Time, Time so as to not implement any substantial aggregate reduction in the value of compensation, benefits, rights or entitlements during such period (the “Offered Terms”)) and, and following the Closing Date, Parent shall shall, or shall cause its Affiliate who is employing such Continuing Employee to maintain the such Offered Terms. After the Effective Time, nothing contained in the foregoing sentence shall prohibit Parent or its Affiliates from reducing or otherwise modifying any component of compensation or benefits of any Continuing Employee. Effective as of, and following, the Closing, to the extent permitted or required by applicable lawLaw, Parent or Affiliate one of its Affiliates will cause any employee benefit plans, programs, policies and arrangements in which any Continuing Employee participates that is a health or welfare benefit plan (collectively, “Parent Welfare Plans”) to (iA) waive all limitations as to preexisting conditions, requirements for insurability, exclusions and service conditions with respect to participation and coverage requirements applicable to Continuing Employees (and their eligible dependents), ; (iiB) honor any payments, charges and expenses of such Continuing Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Company Employee Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Parent Welfare Plan during the same plan year in which such payments, charges and expenses were made, ; and (iiiC) with respect to any medical plan, waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Continuing Employee following the Closing. No Continuing Employee or other current or former employee of the Company or its SubsidiariesEmployee, including any beneficiary or dependent thereof, or any other Person that is not a party to this Agreement, shall be entitled to assert any claim hereunder and nothing in this Agreement shall be interpreted as limiting the power of the Parent or its Affiliates to amend or terminate any particular employee benefit plan, program, agreement or policy, or interpreted as requiring the Company or Parent or any of their Affiliates to continue the employment of any Continuing Employee for any period of time.
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Post-Closing Employee Matters. Parent (a)After the Closing, and at Buyer’s request, Sellers will (i) take all reasonable measures to enforce the terms of those non-compete/non-solicitation/confidentiality agreements with its existing or its Affiliates may offer certain U.S. Employeesformer employees and/or independent contractors that either have not been or cannot be assigned to Buyer, including pursuing legal and injunctive Proceedings, and (ii) cooperate with Buyer in enforcing the Key Employees, employment terms of those Contracts assigned to Buyer and will join in any legal or injunctive Proceedings instituted by Parent, its Subsidiaries, Buyer for such purpose. If the Interim Surviving Entity and/or violating party was an employee of Sellers providing services to Buyer pursuant to the Final Surviving Entity as a Continuing Employee, to be effective as Transition Services Agreement after the Closing Date or became an employee of Buyer on the Closing Date, upon proof any such action will be at Buyer’s cost and expense. If the violating party was no longer an employee of a legal right Seller providing services to work in Buyer pursuant to the United States (such employees offered such employment, Transition Services Agreement after the “Offered Employees”). Such employment will: (i) be set forth in offer letters Closing Date or did not become an employee or contractor of Buyer on Parent’s standard form, (ii) be subject to and in compliance with Parent’s applicable policies and procedures, including employment background checks and the execution of Parent’s employee proprietary information agreement, governing employment conduct and performance, (iii) have terms, including the position and salary, which will be determined by Parent, (iv) include, if applicable, a waiver by the Employee of any future equity-based compensation to which such Employee may otherwise have been entitled, and (v) supersede any prior express or implied employment agreements, arrangement or offer letter in effect prior to the Closing Date, any such action will be at the Sellers’ cost and expense. Notwithstanding Without Buyer’s prior written consent, which Buyer may withhold in its sole and absolute discretion, Sellers will not amend, modify, waive, release, or otherwise affect the provisions terms of clause (iii), the offers provided any such non-compete/non-solicitation/confidentiality agreements with any Seller’s former employees and/or independent contractors. Nothing in this Section 5.4(a) will be deemed or construed to the Offered Employees shall provide for terms and conditions that maintain substantially (x) the aggregate economic value of the total cash compensation (including base salaryimpose any obligation or duty on Buyer to initiate any such Proceeding, base hourly wagewhich may be initiated by Buyer in its sole discretion, target bonus and other cash-based incentive payments, but excluding equity compensation) of each Continuing Employee, and or (y) the aggregate economic value of the benefits limit, modify, or otherwise affect Sellers’ indemnity obligations under the employee benefit plans, programs and arrangements for the benefit of such Continuing Employee and his or her dependents and beneficiaries, Section 6.2. (b)Notwithstanding anything in each case, as provided to such Continuing Employee immediately prior this Agreement to the Effective Timecontrary, so as to not implement at Buyer’s option, Buyer and Sellers will promptly, but in any substantial aggregate reduction in the value of compensation, benefits, rights or entitlements during such period event no later than ninety (the “Offered Terms”), and 90) days following the Closing Date, Parent shall reasonably cooperate and file such forms, notices, reports, or shall cause other instruments with state taxing authorities as are necessary to effect the transfer of each Seller’s state unemployment records, unemployment rating account balance, state unemployment Taxes paid by each Seller, each Seller’s existing State Unemployment Insurance (SUI) account number (notwithstanding whether any Seller will continue in existence following Closing, in which case, each such Seller is responsible for obtaining, at its Affiliate sole expense, a new SUI account number), and other aspects of each Seller’s pre-Closing unemployment experience to Buyer, as successor employer of the Hired Employees. (c)For purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant under any benefit plan or arrangement of Buyer, any Hired Employee who is employing employed by Sellers as of the Payroll Transition Date will receive service credit for service with Sellers to the same extent such Continuing service credit was granted under Sellers’ Employee Benefit Plans, subject to maintain offsets for previously accrued benefits and no duplication of benefits. Section 5.5 Corporate Name, Tradenames, Service Marks, Etc. (a)From and after Closing, the Offered Terms. After Sellers agree: 23 FINAL EXECUTION VERSION (i)Not to use any tradename or service xxxx (whether or not registered) identical or confusingly similar to any Seller’s corporate name, tradenames, and service marks (whether or not registered), or any colorable imitations thereof, and/or any xxxx, name, or any words or representations confusingly similar thereto in connection with the Effective Timeadvertising, nothing contained offering for sale, and/or sale, of any Insurance Products or Services (though each Seller will be entitled to the use of such Seller’s corporate name in connection with the foregoing sentence shall prohibit Parent winding-down of such Seller’s affairs or such Seller’s liquidation, including collecting the Seller Accounts Receivable); (ii)Otherwise not to infringe on any service xxxx and name (whether or not registered by any Seller or Buyer) that Buyer is acquiring hereunder from any Seller; (iii)Not to use any Seller’s corporate name tradename, or any internet domain name of any Seller, which Buyer is acquiring hereunder, to unfairly compete with Buyer, pass off its Insurance Products or Services as those of Buyer, or otherwise to cause any misunderstanding as to source, sponsorship, approval, or certification with or by Buyer or its Affiliates from reducing Insurance Products or otherwise modifying any component of compensation or benefits of any Continuing EmployeeServices. Effective as of, and following, (b)Promptly after the Closing, each Seller will file name change documents with, and pay the accompanying filing fees to, the Minnesota Secretary of State. (c)Notwithstanding the limitations set forth in this Section 5.5, Sellers and their Affiliates may use such tradenames, service marks, internet domain names, and e-mail addresses as are currently being used by Sellers and their Affiliates in connection with businesses carried on by, relating to, or otherwise incorporating, the Excluded Assets and for a reasonable transition period following the Closing, all in accordance with the License Agreement. (d)The Sellers’ covenants under this Section 5.5 will survive indefinitely after the Closing. Section 5.6 Post-Closing Payment of Liabilities; Waiver of Bulk Sales Laws. Sellers in their commercially reasonable discretion will maintain sufficient assets after the Closing to satisfy those Retained Liabilities that were not otherwise satisfied out of the extent permitted Secured Debt Amount at Closing. Without limiting the generality of the foregoing: (a)Taxes Resulting from Sale of Assets by Sellers. Sellers will pay in a timely manner all Taxes resulting from or required by applicable law, Parent or Affiliate will cause any employee benefit plans, programs, policies and arrangements payable in which any Continuing Employee participates that is a health or welfare benefit plan (collectively, “Parent Welfare Plans”) to connection with (i) waive all limitations as to preexisting conditions, requirements for insurability, exclusions and service conditions with respect to participation and coverage requirements applicable to Continuing Employees (and their eligible dependents), Sellers’ ownership or operation of the Insurance Business before the Closing Date and/or (ii) honor any payments, charges and expenses of such Continuing Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Company Employee Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Parent Welfare Plan during the same plan year in which such payments, charges and expenses were made, and (iii) with respect to any medical plan, waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Continuing Employee following the Closing. No Continuing Employee or other current or former employee sale of the Company or its Subsidiaries, including any beneficiary or dependent thereof, or any other Person not a party Acquired Assets pursuant to this Agreement, shall be entitled to assert any claim hereunder and nothing in this Agreement shall be interpreted as regardless of the Person who is liable for such Taxes under applicable Law. Without limiting the power generality of the Parent foregoing, (A) the Sellers will, in a timely manner, file all returns for and pay all (1) tangible personal property Taxes (or its Affiliates to amend ad valorem Taxes) in all applicable jurisdictions for each taxable year during which Sellers owned or terminate any particular employee benefit planowns the Acquired Assets on the Tax Measurement Date for such taxable year, programand (2) all other Taxes in all applicable jurisdictions for all periods before the Closing Date, agreement or policyand (B) the Sellers, or interpreted as requiring the Company or Parent or any of their Affiliates to continue the employment of any Continuing Employee jointly and severally, will indemnify Buyer for any period of time.unpaid unemployment or other Taxes, interest, and penalties, in accordance with Article 6. (b)
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Samples: Asset Purchase Agreement
