Employees and Benefit Plans. (i) Following the Closing Date, subject to applicable Law, for purposes of vesting, eligibility to participate and levels of benefits under the employee benefit plans of Buyer and its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing medical or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, Buyer shall waive, or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer or any of its Subsidiaries or (ii) maintain any Benefit Plans in effect as of the date of this Agreement.
Employees and Benefit Plans. (a) Following the Effective Time and until the first anniversary of the Closing Date, TopCo shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Company or any of its Subsidiaries immediately before the Effective Time (the “Company Employees”) and who continue employment during such time period with (i) annual base compensation that is no less favorable than the annual base compensation provided to such Company Employees immediately prior to the Effective Time, (ii) severance benefits that are no less favorable than the severance benefits provided to such Company Employees immediately prior to the Effective Time in accordance with the terms of the severance arrangements set forth in Section 5.04(a) of the Company Disclosure Letter and (iii) other compensation and employee benefits that are substantially comparable in the aggregate to the other compensation and employee benefits provided to similarly situated employees of Parent and its Subsidiaries.
Employees and Benefit Plans. MGS has no employees. With respect to its former employees, MGS complied with Applicable Laws relating to employment, civil rights and equal employment opportunities or other employment practices, and MGS has received no notice of any claim before any governmental body brought by or on behalf of any prospective employee, former employee, retiree, labor organization or other representative of employees or any governmental body or, to the knowledge of MGS is any such claim threatened against MGS . MGS has paid in full to all of its former employees all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees.
Employees and Benefit Plans. Since the date of formation of the Company, and as of the date of this Agreement, the Company has not had and does not have any employees. The Company has not sponsored, maintained or contributed to any employee benefit plan within the meaning of Section 3(3) of ERISA or any employee pension benefit plan within the meaning of Section 3(2) of ERISA the Company does not have any liability for life, health, medical or other welfare benefits to present or former employees or beneficiaries or dependents thereof.
Employees and Benefit Plans. (a) Section 3.16(a) of the Disclosure Schedule lists each Business Benefit Plan as of the date hereof that are Seller Benefit Plans or Acquired Entity Benefit Plans; provided, that Seller shall not be required to disclose (i) any employment agreements or offer letters providing for annual base compensation of less than two hundred thousand dollars ($200,000), or (ii) any Business Benefit Plans that are required by Applicable Law. For each such material Acquired Entity Benefit Plan or Assumed Benefit Plan listed in Section 3.16(a) of the Disclosure Schedule, Seller has made available to Buyer a copy or description of such plan (or in the case of individual agreements that are based on a form agreement, a copy of such form) and all material amendments thereto and, if applicable, (i) the plan’s annual return/report (such as a Form 5500 or other local jurisdiction equivalent) for the two most recently completed plan years; (ii) all trust agreements or other funding arrangements and amendments thereto; (iii) the current prospectus or summary plan description and all summaries of material modifications; and (iv) the most recent favorable determination or opinion letter from the IRS. For each such material Seller Benefit Plan that is not an Assumed Benefit Plan listed in Section 3.16(a) of the Disclosure Schedule, Seller has made available to Buyer a copy or description of such plan (or in the case of individual agreements that are based on a form agreement, a copy of such form) and all material amendments thereto.
Employees and Benefit Plans. (a) The Company does not currently employ and, since January 1, 2020, the Company has not employed, any employees, and no individual who has provided services to the Company since January 1, 2020 would under Applicable Law be characterized as an employee of the Company. Except as set forth in the Statutory Statements, the Company has no Liabilities, obligations, costs, or expenses of any kind or nature attributable in any manner to employees, including, without limitation, any amounts or liabilities owed by the Company under any cost-sharing agreements or related to any Benefit Plan.
Employees and Benefit Plans. Any (i) employment contracts, (ii) benefit plans (within the meanings of the Employee Retirement and Income Security Act) sponsored by Seller or an Affiliate of Seller or to which Seller or an Affiliate of Seller contributes or has ever contributed on behalf of its employees (a "Plan"), (iii) any of the assets thereof, and (iv) any other employee benefit plan or arrangement and the assets thereof, if any, maintained by Seller or any Affiliate of Seller;
Employees and Benefit Plans. Section 3.1(l) of the Seller Disclosure Schedule contains a complete and accurate list of the employees of the Seller and the Seller Parent who devote the majority of their time to performing services in the Water Systems as of the date of this Agreement. All of the employees who devote the majority of their time to servicing the Water Systems or managing the business of the Seller are employees of the Seller Parent or the Seller. The Seller does not have or administer any Benefit Plans as defined in Article VIII. Except as set forth in Schedule 3.1(l) hereto, (i) the Seller is not a party to any collective bargaining agreement or relationship with any labor organization; (ii) no labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition; (iii) no union organizing or decertification efforts are underway or threatened and no other question concerning representation by a labor organization exists; (iv) no labor strike, work stoppage, slowdown, or other material labor dispute has occurred, and none is underway or, threatened; (v) there is no employment-related charge, complaint, grievance, investigation, inquiry or obligation of any kind, pending or threatened internally at the Seller, with any governmental agency, or in any forum, relating to an alleged violation or breach by the Seller (or its officers or directors) of any employment related law, regulation or contract; (vi) there are no employment contracts or severance agreements with any current or former employees of the Seller under which the Seller has any continuing obligation; and (vii) the Seller has implemented any plant closing or layoff of employees notices that are required under the WARN Act.
Employees and Benefit Plans. (a) As of the Effective Time, Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, the “Company Employees”) with employee benefits (including employee contribution levels) that are substantially comparable in the aggregate to those maintained by Buyer for similarly-situated employees of Buyer. Buyer agrees that, with respect to all Company Employees, Buyer will honor all accrued but unused vacation credited to such Company Employees under Buyer’s applicable vacation pay plans.
Employees and Benefit Plans. (a) Following the Effective Time and until December 31, 2017 (the “Continuation Period”), Buyer shall provide the individuals who are employed by Company or any of its Subsidiaries immediately before the Effective Time (the “Company Employees”) and who continue employment during such time period with (i) annual base compensation no less than the annual base compensation provided to such Company Employees immediately prior to the Effective Time; (ii) target incentive opportunities that are no less than the target incentive amounts provided to such Company Employees immediately prior to the Effective Time; and (iii) other employee benefits (which shall not include severance benefits) that are substantially comparable in the aggregate to the employee benefits provided to Buyer’s and its ERISA Affiliates’ similarly-situated employees after the Effective Time; provided, however, that until such time as Buyer fully integrates the Company Employees into its plans, participation in Company Employee Programs shall be deemed to satisfy the foregoing standards, and with it being understood that the Company Employees may commence participating in the plans of Buyer on different dates after the Effective Time with respect to Buyer’s and its ERISA Affiliates’ different plans.
