United States Employees Clause Samples

United States Employees. This Section 5.9(a) applies to Employees employed in the United States Business as of the Closing Date, and Former Employees who terminated employment with Chemtura and its Affiliates while employed in the United States Business.

United States Employees. With respect to employees of the Company located in the United States: (a) Part 4.22(a) of the Disclosure Schedule contains an accurate and complete list of all employee benefit plans (“Employee Benefit Plans”), within the meaning of Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not any such Employee Benefit Plans are otherwise exempt from the provisions of ERISA, established, maintained or contributed to by the Company. (b) The Company does not maintain or contribute to any such Employee Benefit Plan subject to ERISA that is not in substantial compliance with ERISA. None of the Employee Benefit Plans is a “multiemployer plan,” as defined in ERISA Section 4001(a)(3), or is a defined benefit pension plan subject to Title IV of ERISA. The Company is not delinquent in any obligation to make contributions to any Employee Benefit Plan subject to Code Section 412 or Title IV of ERISA and has not terminated or withdrawn from participation in any such plan. (c) Full payment has been made of all amounts which the Company is required, under applicable law or under any Employee Benefit Plan or any agreement relating to any Employee Benefit Plan to which the Company is a party, to have paid as contributions thereto as of the last day of the most recent fiscal year of such Employee Benefit Plan ended prior to the date hereof. Benefits under all Employee Benefit Plans are as represented and have not been increased subsequent to the date as of which documents evidencing Employee Benefit Plans have been provided by the Company to Buyer. (d) With respect to the Company, each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service and nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination. (e) The Company has not engaged in any transaction with respect to the Employee Benefit Plans which would subject it to a tax, penalty or liability for prohibited transactions under ERISA or the Code nor have any of the Company’s managing members, officers, or employees to the extent they or any of them are fiduciaries with respect to such plans, breached in any material respect any of their responsibilities or obligations imposed upon fiduciaries under Title I of ERISA or would result in any claim being made under or by or on behalf of a...

United States Employees. As of the Closing Date, each Scheduled Employee who is actively employed by Seller in the United States on a United States payroll as of the Closing Date (the “Active Employees”) shall be offered employment by Buyer. Notwithstanding the inclusion of any such employee on Schedule 9.10, Buyer shall not offer employment to any employee of Seller’s business relating to the Purchased Assets who, as of the Closing Date, is absent from active employment with Seller for any reason (including as a result of layoff, leave of absence, disability, illness or injury) (the “Inactive Employees”) unless (i) the Inactive Employee was absent from active employment with Seller as of the Closing Date solely on account of an authorized leave of absence, an illness eligible for sick time under Seller’s sick leave policy, a short-term disability as determined under Seller’s short-term disability plan (whether or not the employee is insured under such plan) or an injury, illness or disability for which the Inactive Employee is eligible for protection and/or coverage under federal, state or local law, and (ii) such Inactive Employee qualifies to be actively employed by Buyer in accordance with Buyer’s human resources policies and procedures or is otherwise required by federal or state law to be offered employment by Buyer at any time following the Closing Date. The Inactive Employees shall be treated as Non-Transferred Employees until such time as such employees present themselves for work with Buyer in accordance with the requirements of the preceding sentence. The Active Employees and the Inactive Employees meeting the criteria set forth in clauses (i) and (ii) of the second preceding sentence who accept employment with Buyer shall be referred to herein as “Transferred Employees.” The employees of Seller’s business

United States Employees. This Section 5.8(a) applies to Employees employed in the United States Business as of the Closing Date, and Former Employees who terminated employment with Honeywell and its Affiliates while employed in the United States Business or retired from the United States Business prior to the Closing Date.