U.S. Employees. This Section 6.10(b) applies only to Employees employed in the United States (collectively, the “US Employees”).
(i) Purchaser shall, by written offer of employment, offer to hire, effective as of the Closing, the US Employees who are employed by the Sellers or their Affiliates as of the Closing Date, who are listed in Section 6.10(b) of the Disclosure Schedule. Purchaser shall hire each US Employee who accepts such offer. Sellers hereby agree that any current or former employee of the Business (including any US Employee) who (A) as of the Closing Date is receiving or entitled to receive short-term disability benefits and who subsequently becomes eligible to receive long-term disability benefits, or (B) as of the Closing Date is receiving or entitled to receive long-term disability benefits shall become eligible or continue to be eligible, as applicable, to receive such benefits under a disability benefit plan of Sellers until such employee is no longer disabled. Upon written notice to Purchaser that such employee has been released to return to active employment, Purchaser shall, by written offer of employment, offer to hire such employee effective on the date such employee is released to return to work, provided that such release date occurs within six (6) months after the Closing Date, and shall hire each such US Employee who accepts such offer. All US Employees who accept Purchaser’s offer of employment and actually commence employment with Purchaser on or after the Closing are referred to herein as “Transferred US Employees.” Terms of employment continuation for each Transferred US Employee shall (1) initially be at the same work location, (2) initially pay a base wage rate and provide cash incentive opportunities no less than each such Transferred US Employee’s base wage rate and cash incentive opportunities in effect as of the Closing Date, (3) initially provide employee benefit plans (other than any equity-based compensation, non-qualified deferred compensation, defined benefit pension plans and retiree health benefits) that are not materially different than those provided to similarly situated United States employees of Purchaser, except that Purchaser shall provide severance benefits to Transferred US Employees as described in Section 6.10(b)(iii), and (4) initially provide other terms and conditions of employment that are not materially different than those provided to similarly situated United States employees of Purchaser. Purchaser shall credi...
U.S. Employees. This Section 8.2 applies only to Employees and Former Employees employed or previously employed by Sellers in the United States.
U.S. Employees. The U.S. Employees located in the United States, other than the Continuing Employees who have accepted the offer of employment made by Buyer, shall be subject to termination on the Closing Date in accordance with Section 6.3(f).
U.S. Employees. The following provisions of this CLAUSE 13 are without prejudice to the preceding provisions of this CLAUSE 13.
U.S. Employees. The parties hereby acknowledge that for the purposes of Exhibit D-9, D-9A and D-9B, and the schedules thereto, the term “Designated Purchaser” refers to Flextronics International U.S.A., Inc.
U.S. Employees. Except as provided herein, Neenah Paper shall be solely responsible for all claims for workers’ compensation reported by a Transferred Employee employed in the U.S. on or after the Distribution Date. Kxxxxxxx-Xxxxx shall continue to be responsible after the Distribution Date for administering all claims for workers’ compensation reported by a Domestic Business Employee prior to the Distribution Date under the terms of any Kxxxxxxx-Xxxxx workers’ compensation policy or plan; however, Neenah Paper shall reimburse, and shall indemnify Kxxxxxxx-Xxxxx, or its subsidiaries or affiliates, for any amounts payable under such claims. In accordance with Section 6.05, Kxxxxxxx-Xxxxx shall transfer, or cause to have transferred, to Neenah Paper the amount of any reserves related to such claims which have been set aside by Kxxxxxxx-Xxxxx, its subsidiaries or affiliates prior to the Distribution Date.
U.S. Employees. (a) So far as the Seller is aware, no employee of Ben Xxxxxxx Clothing is subject to any non-compete, nondisclosure or confidentiality agreement entered into with a non-Target Group Company which would prevent that employee from performing his or her employment obligations in full to Ben Xxxxxxx Clothing. Ben Xxxxxxx Clothing has complied in all material respects with the Immigration and Nationality Act of 1952, as amended by the Immigration Reform and Control Act of 1986, and has in place immigration compliance verification systems, pursuant to which Ben Xxxxxxx Clothing verifies the employment status of each of its employees and maintains related records and documents, including Form I-9.
(b) Save as Disclosed or set out in the Disclosure Letter, there is no accrued and unpaid sick leave or vacation pay owed to any employee of Ben Xxxxxxx Clothing or uncollected or unpaid payroll taxes or withholding taxes with respect to such employee. Copies of the employee handbook applicable to Ben Xxxxxxx Clothing and its employees and the sick leave and vacation policies are contained in the Data Room and are true and complete.
U.S. Employees. The parties agree to use all reasonable endeavors to procure that as of Closing, the US Employees will cease to be employed by Seller or its Affiliates and will commence employment with the Purchaser or an Affiliate of the Purchaser pursuant to an offer of employment in accordance with Section 8.02 of the Seller Disclosure Schedule. Seller will be responsible for any severance costs and other costs and liability associated with terminating the US Employees from employment (including the payout of any accrued but unused vacation as of such termination) with Seller.
U.S. Employees. Seller and Buyer will collectively update Schedule 4.10.1 as of the day prior to the Closing Date:
A. Subject to Section 6.6.1.B, effective as of the Closing Date, the relevant Buyer will offer employment to all U.S. Employees with such new employment to commence (if accepted, whether by reporting to work or otherwise) with effect from the Closing Date.
U.S. Employees. Annex 8.1 lists each “employee benefit plan” (as defined in Section 3(3) of ERISA) and each other employment, incentive (equity or otherwise), severance, retention, change in control, fringe benefit, perquisite or other compensatory agreement, policy, plan or arrangement provided or maintained by the Company, a Subsidiary or any entity which, together with the Company or a Subsidiary, would be treated as a single employer under Section 414 of the Code (an “ERISA Affiliate”), to, with or for the benefit of any current or former employee, director or consultant of the Company or any of its Subsidiaries who is a U.S. citizen or resident or whose employment or other service is or was in the U.S., or any of their respective dependents or beneficiaries (each, a “U.S. Plan”). With respect to each U.S. Plan, true, complete and correct copies of the governing plan document(s) and, where applicable, (1) the governing documents for the trust, insurance policy or other funding vehicle, (2) the current summary plan description and any summary of material modifications, (3) the most recent determination or opinion letter issued by the IRS, and (4) the most recent Form 5500 filing, including attachments thereto, have been made available to the Purchaser in the Data Room.
