Employees and Employee Benefits. (a) Effective as of the Closing Date, Buyer shall offer employment to all Business Employees who on the Closing Date are actively at work and meet Buyer’s standard hiring criteria unless Buyer notifies Sellers that it does not intend to hire one or more Business Employees at least 30 days prior to the Closing Date (each, an “Active Employee”). For purposes of this Agreement, any Business Employee who is not actively at work on the Closing Date solely because of vacation, holiday, sick leave, maternity or paternity leave, military leave, jury duty, or bereavement leave, shall be deemed an Active Employee. Each Business Employee who accepts Buyer’s offer of employment is referred to as a “Transferred Employee.”
(b) Sellers shall retain sole responsibility for all obligations, claims, liabilities and commitments under Sellers’ Plans and compensation practices, including severance benefits, if any, payable to Business Employees as a result of the Transactions and accrued vacation benefits, if any. Sellers shall retain all liabilities and obligations to Business Employees and their eligible dependents in respect of health insurance required by the Consolidated Omnibus Budget Reconciliation Act of 1985, the Health Insurance Portability and Accountability Act of 1996 and applicable state law.
(c) Buyer agrees to use commercially reasonable efforts to cooperate with and assist Sellers in eliminating the need for Worker Adjustment and Retraining Notification Act (the “WARN Act”) notifications by offering employment to sufficient numbers of Business Employees in accordance with the following sentence. Such offers of employment will be subject to each such Business Employee satisfying Buyer’s standard hiring criteria, including drug testing, background check and driver safety criteria. To further assist in avoiding WARN notification requirements, Buyer will retain sufficient numbers of Business Employees hired pursuant to the preceding sentence for at least 90 days following the Closing unless terminated earlier for cause. If notwithstanding Buyer’s compliance with the preceding provisions of this Section 7.8(c) WARN notification is nonetheless required, Sellers agree to provide any required notice under the WARN Act, and any similar state or non-U.S. Applicable Law, and to otherwise comply with any such applicable law with respect to any “plant closing” or “mass layoff” (as defined in the WARN Act or any similar state or non-U.S. Applicable Law) or group termination...
Employees and Employee Benefits. (a) Purchaser shall offer employment, within a reasonable commuting distance from the Branch to which each Applicable Employee is assigned, in positions requiring comparable skills and abilities (with no reduction in base salary or weekly or hourly rate of pay) to all Applicable Employees (as defined below). Such offer shall be effective on the Closing Date in the case of an Applicable Employee actively employed at the Closing, or upon the return of any such Applicable Employee to active employment in the case of any other Applicable Employee. For purposes of this Agreement, “Applicable Employees” means (i) all active Employees on the Closing Date, including Employees on temporary leave for purposes of jury or annual two-week national service/military duty, Employees on vacation and Employees on a regularly scheduled day off from work, and (ii) Employees who on the Closing Date are on maternity or paternity leave, educational leave, military leave with veteran’s reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, approved personal leave, short-term disability leave or medical leave, provided, however, that no such Employee shall be guaranteed reinstatement to active employment if he is incapable of working in accordance with the policies, practices and procedures of the Purchaser or if his return to employment is contrary to the terms of his leave; and further provided, however that Purchaser shall not be required to offer employment to any Applicable Employee whose employment would not be permitted under applicable law and regulation. Each Applicable Employee who accepts Purchaser’s offer of employment shall be a “Transferred Employee” for purposes of this Agreement effective upon the later of the Closing Date or the return of such Applicable Employee to active employment. A Transferred Employee’s employment with Purchaser shall be on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person or to obligate Purchaser to employ any such person for any specific period of time or in any specific position or to restrict Purchaser’s right to terminate the employment of any such person at any time and for any reason satisfactory to it.
Employees and Employee Benefits. (a) Commencing on the Closing Date, Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, at Buyer’s sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such employees.
(b) Seller shall be solely responsible, and Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with Seller at any time on or prior to the Closing Date and Seller shall pay all such amounts to all entitled persons on or prior to the Closing Date.
(c) Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. Seller also shall remain solely responsible for all worker’s compensation claims of any current or former employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due.
Employees and Employee Benefits. (a) Seller has made available to Purchaser a true and complete list setting forth, as of two (2) Business Days before the date of this Agreement, (i) for each Triage Business Employee, such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) for each independent contractor that is an individual primarily engaged to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”).
(b) Section 4.09(b) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicle.
(c) Each Seller Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS or is entitled to rely upon a favorable opinion issued by the IRS, and there are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material to the Triage Business.
(d) No Seller Plan is subject to Section 302 or Title IV of ERISA or Section 412 of the Code. No Seller Plan provides benefits or coverage in the nature of health, life or disabil...
Employees and Employee Benefits. (a) At least ten (10) Business Days prior to the Closing Date, CLNC shall, or shall cause an Affiliate of CLNC to, offer to each of the employees of Manager and/or any of its Affiliates who, as of the date of this Agreement, are primarily engaged in providing services under the Management Agreement, whose names are set forth on Section 4.03(a) of the Disclosure Schedules (the “Employees”) a position of employment or the opportunity to be employed by CLNC (or an Affiliate thereof), on substantially similar economic terms with regard to the sum of each such Transferred Employee’s current base salary, target cash bonus and target equity award, each as in effect on the date of this Agreement, provided that the form in which such compensation is paid does not need to be the same that the Transferred Employee currently receives from Manager or its Affiliate (such economic terms, the “Total Target Direct Compensation Opportunity”), with such employment to be effective as of the Closing Date, and Manager or its Affiliate, as applicable, shall terminate the employment of each such Employee effective as of 11:59 p.m., New York City time, on the date immediately preceding the Closing Date. Those Employees who accept employment offers from CLNC or an Affiliate of CLNC, as applicable, and commence employment with CLNC or an Affiliate of CLNC shall hereafter be referred to as “Transferred Employees.”
(b) During the period commencing on the Closing Date and ending on the date which is twelve (12) months from the Closing (or if earlier, the date of the Transferred Employee’s termination of employment with CLNC or an Affiliate of CLNC), CLNC shall, or shall cause an Affiliate of CLNC to, maintain, for each Transferred Employee, (i) their respective Total Target Direct Compensation Opportunity (which shall include base salary or hourly wages which are no less than the base salary or hourly wages provided by Manager as of the date of this Agreement and previously provided to CLNC) and (ii) employee group health insurance benefits and defined contribution retirement plan benefits opportunities that are, in the aggregate, substantially similar to those provided to the Employees immediately prior to the Closing. During such twelve-month period following the Closing, no Transferred Employee shall be required to relocate more than twenty-five (25) miles from such Transferred Employee’s employment location as of the Closing.
(c) CLNC shall, or shall cause its Affiliates to, give e...
Employees and Employee Benefits. (a) Neither SemCrude Pipeline nor White Cliffs Pipeline has any employees. None of the employees of the Contributing Parties or their Affiliates who provide exclusive or shared services to SemCrude Pipeline, White Cliffs Pipeline or with respect to their assets (collectively, the “Associated Employees”) are covered by a collective bargaining agreement. Except as would not result in any liability to SemCrude Pipeline or White Cliffs Pipeline, there are no facts or circumstances that have resulted or would result in a claim against SemCrude Pipeline or White Cliffs Pipeline on behalf of an individual or a class in excess of $500,000 for unlawful discrimination, unpaid overtime or any other violation of state or federal Laws relating to employment of the Associated Employees or any claims relating to any liability under ERISA.
(b) All compensation or benefit plan, agreement, program or policy (whether written or oral, formal or informal) for the benefit of any present or former directors, officers, employees, agents, consultants or other similar representatives, including, but not limited to, any “employee benefit plan” as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (the foregoing are hereinafter collectively referred to as “Plans”) in which Associated Employees participate are sponsored or maintained by a Contributing Party or an Affiliate of a Contributing Party.
(c) Each Plan in which Associated Employees participate and which is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified or relies on an opinion letter issued by the Internal Revenue Service with respect to a base prototype plan document.
(d) Each Plan in which Associated Employees participate is and has been maintained in material compliance with its terms and the provisions of all applicable Laws, including, without limitation, ERISA and the Code.
(e) Neither a Contributing Party nor any entity treated as a single employer with a Contributing Party for purposes of Section 414(b), (c), (m) or (o) of the Code (the “Contributing Parties Aggregated Group”) has incurred any material liability under Title IV of ERISA (other than for the payment of benefits or Pension Benefit Guaranty Corporation insurance premiums, in either case in the ordinary course).
(f) Other than any liabilities for which SemCrude Pipeline and White Cliffs Pipeline have no responsibility or obligat...
Employees and Employee Benefits. (a) Seller is not a party to any labor or collective bargaining agreement. Within the last two (2) years, Seller has not experienced any union organization attempts, general labor disputes or work stoppages or slowdowns due to labor disagreements. There is no labor strike, general labor dispute, work stoppage or slowdown pending or, to Seller's Knowledge, threatened. There is no request for representation pending and no question concerning representation has been raised.
(b) Except as set forth on the attached "Employee Benefits Schedule," with respect to current or former employees of Seller, independent contractors, or the spouses, beneficiaries or dependents thereof, Seller does not maintain and has not maintained, does not contribute to and has not contributed to, does not have and has not had any obligation to contribute to, and does not have and has not had any liability or potential liability with respect to any (i) qualified defined contribution or defined benefit plans or arrangements (whether or not terminated) which are employee pension benefit plans (as defined in Section 3(2) of ERISA) (the "Employee Pension Plans"); (ii) any ongoing or terminated funded or unfunded employee welfare benefit plans (as defined in Section 3(1) of ERISA) ("Employee Welfare Plans"); or (iii) any plan, policy, program or arrangement (whether or not terminated) which provides nonqualified deferred compensation benefits, bonus benefits or compensation, incentive benefits or compensation, severance benefits or compensation, "change of control" (as set forth in Code Section 280G) benefits or compensation or any program, plan, policy or arrangement which provides any health, life, disability, accident, vacation, tuition reimbursement or other fringe benefits ("Other Plans"). Seller does not participate in or contribute to and has not participated in or contributed to any multiemployer plan (as defined in Section 3(37) of ERISA) ("Multiemployer Plan") nor does Seller have any other liability with respect to any Multiemployer Plan, and Seller has not incurred any current or potential withdrawal liability as a result of a complete or partial withdrawal (or potential partial withdrawal) from any Multiemployer Plan. Seller does not maintain or have any obligation to contribute to (or any other liability with respect to) any funded or unfunded Employee Welfare Plan, Multiemployer Plan or Other Plan which provides post-retirement health, accident or life insurance benefits to c...
Employees and Employee Benefits. (a) Information on Active Employees. For the purpose of this Agreement, the term "Active Employees" shall mean all employees employed on the Closing Date by Seller for its business who are:
Employees and Employee Benefits. (a) Except for the individuals set forth on Schedule 5.9(a) of the Disclosure Schedules, at the Closing, all employees of the Business, including, without limitation, all employees of the Business employed outside the United States and any employees on an approved leave of absence set forth on Schedule 2.3(a) of the Disclosure Schedules, but excluding employees receiving short-term disability as of the Closing, (each such person, an "OFFEREE") shall become employees of Buyer Group effective as of the Closing; provided, however, that such employees receiving short-term disability as of the Closing shall become Offerees upon eligibility to return to work and shall become Continuing Employees if and when they commence employment with Buyer Group. All Offerees accepting employment with Buyer Group are referred to herein as the "CONTINUING EMPLOYEES". Such initial employment with Buyer Group shall provide, on an individual basis (i) at least an equal salary, and (ii) total benefits and other compensation in the aggregate of substantially equivalent value as was provided by Seller to such Continuing Employees or Offeree prior to the Closing, and (iii) substantially similar job responsibilities as the Continuing Employee or Offeree held prior to the Closing with Seller (collectively "QUALIFYING CONDITIONS"). If (i) Buyer Group fails to provide an Offeree with employment on Qualifying Conditions as described in this Section 2.3(a) and such Offeree declines such employment with the Buyer Group or (ii) a Continuing Employee is terminated by Buyer Group within twelve (12) months of the Closing Date, then Buyer Group shall promptly pay severance to such individual under the terms set forth in Schedule N. If any Continuing Employee commences employment with the Buyer Group with employment terms on Qualifying Conditions, then, in the event that the Buyer Group shall subsequently request within 90 days of the Closing, as a condition of employment, that any such Continuing Employee relocate more than 25 miles from such employee's place of employment as of the Closing (a "Relocation Request") and such Continuing Employee shall decline such Relocation Request and terminate employment with Buyer Group, then the Buyer Group shall pay severance with respect to such employee as set forth on Schedule N. In the event that a Relocation Request is made of any Continuing Employee employed under Qualifying Conditions with the Buyer Group more than 90 days but less than 365 days after...
Employees and Employee Benefits. 2.4.1 The provisions of Schedule 7 shall apply in respect of the Employees.
2.4.2 The provisions of Schedule 8 shall apply in respect of Employee Benefits.
