Certain Employee Matters. (a) Seller and the Acquired Companies shall take such action as is necessary such that the Acquired Companies shall, as of the Closing Date, cease being “participating employers” and shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under any such Seller Plan prior to the Closing Date, whether such claims are made prior to, on or after the Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired...
Certain Employee Matters. The Company and its Subsidiaries shall not (without the prior written consent of Parent, which consent will not be unreasonably withheld) (i) grant any increases in the compensation of any of its directors, officers, management employees or key employees, except as may be required pursuant to any of the existing Benefit Plans or Employee Arrangements as disclosed in a Schedule hereto; (ii) pay or agree to pay any pension, retirement allowance or other employee benefit not required or contemplated to be paid prior to the Effective Time by any of the existing Benefit Plans or Employee Arrangements as in effect on the date hereof to any such director, officer, management employee or key employee, whether past or present; (iii) enter into any new, or materially amend any existing, employment or severance or termination agreement with any such director, officer, management employee or key employee; (iv) except as may be required to comply with applicable law, become obligated under any new Benefit Plan or Employee Arrangement, which was not in existence on the date hereof, or amend any such plan or arrangement in existence on the date hereof if such amendment would have the effect of materially enhancing any benefits thereunder; or (v) extend any loans or advances to any of its directors, officers, management employees or key employees, except as expressly permitted under the Transaction Documents.
Certain Employee Matters. The Company and its Subsidiaries shall not (without the prior written consent of Parent): (i) grant any increases in the compensation of any of its directors, officers or key employees; (ii) pay or agree to pay any pension, retirement allowance or other employee benefit not required or contemplated to be paid prior to the Effective Time by any of the existing Benefit Plans or Employee Arrangements as in effect on the date hereof to any such director, officer or key employee, whether past or present; (iii) enter into any new, or materially amend any existing, employment or severance or termination agreement with any such director, officer or key employee; or (iv) except as may be required to comply with applicable law, become obligated under any new Benefit Plan or Employee Arrangement, which was not in existence on the date hereof, or amend any such plan or arrangement in existence on the date hereof if such amendment would have the effect of materially enhancing any benefits thereunder.
Certain Employee Matters. 33 (i) Indebtedness; Leases; Capital Expenditures............................................34 (j) Accounting............................................................................34 (k) Affiliate Transactions................................................................34 (l) Contracts.............................................................................34 (m) Insurance.............................................................................34 (n) Permits...............................................................................35 (o)
Certain Employee Matters. Except as required by an existing Company Benefit Plans in effect as of the date of this Agreement or applicable Law, the Company shall not, and shall not permit any of its Subsidiaries to (A) increase the compensation or other benefits payable or to become payable to its directors or officers, (B) increase the compensation or other benefits payable or to become payable generally to other employees of the Company or any of its Subsidiaries, except in the ordinary course of business consistent with past practice (provided that any across-the-board increase in compensation or other benefits payable shall be made only with the prior written consent of Parent), (C) other than in the ordinary course of business consistent with past practice or as may be required by existing Company Benefit Plans in effect as of the date of this Agreement, grant any severance or termination pay or retention bonus to any employee of the Company or any of its Subsidiaries with the title of director or above, (D) enter into any severance agreement with any director or employee of the Company or any of its Subsidiaries with a title of director or above (other than in accordance with the terms and conditions of the Company’s severance policy in effect on the date of this Agreement and listed in Section 4.14(a) of the Company Disclosure Schedule), (E) enter into or amend any individual employment arrangement with any officer or other employee of the Company or any of its Subsidiaries, (F) accelerate the payment or vesting of benefits or amounts payable or to become payable under any Company Benefit Plan or Foreign Benefit Plan, (G) establish, adopt, enter into or amend any bonus plan or arrangement covering employees of the Company, (H) make any material increase in, or commitment to increase materially, any employee benefits, (I) adopt or make any commitment to adopt any material new Company Benefit Plan or make any material contribution, other than regularly scheduled contributions, to any Company Benefit Plan, or (J) except as required by applicable Law, establish, adopt, enter into or amend any collective bargaining agreement, plan, trust, fund, policy or arrangement for the benefit of any current or former directors, officers or employees of the Company of any of its Subsidiaries or any of their beneficiaries; provided, however, that nothing in this Agreement shall prevent the Company from paying bonuses in respect of 2009 to Company employees based on the achievement of the pre-...
Certain Employee Matters. 48 (i) Indebtedness; Leases; Capital Expenditures............................48 (j)
Certain Employee Matters. On the Closing Date the Purchaser shall offer employment to all of the employees of each Company actively employed by the Companies in the Business on the Closing Date on terms and conditions similar to those provided by such Company prior to the Closing Date (any such employees who accept such offer of employment being referred to herein as the "Hired Employees"), and the Purchaser --------------- shall initially provide benefits to the Hired Employees, effective as to group health insurance benefits on the Closing Date and effective to other employee benefits as soon as practicable after their acceptance of the Purchaser's offer of employment, in each case which are reasonably comparable on an overall basis to the benefits provided by such Company prior to the Closing Date to such employees, subject in the case of Xxxxxx and Uchida to the terms and conditions of their respective Employment Agreements and Consulting Agreement, as applicable, entered into at the Closing. Nothing contained in this Agreement shall confer upon any Hired Employee any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including any right to employment or continued employment or to any benefits that may be provided, directly or indirectly, under any employee benefit plan, policy or arrangement of the Purchaser, nor shall anything contained in this Agreement constitute a limitation on or restriction against the right of the Purchaser to amend, modify or terminate any such plan, policy or arrangement at any time and from time to time.
Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a), all current and former (terminated within 12 months of the date hereof) members of management, key personnel and employee consultants of ALPHANET and its Subsidiaries have executed and delivered to ALPHANET an employment and confidentiality agreement substantially in the form previously provided to CIBER. No employee, agent, consultant or contractor of ALPHANET or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of ALPHANET or any of its Subsidiaries have asserted or threatened any claim against ALPHANET or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of ALPHANET or any of its Subsidiaries and, to the knowledge of ALPHANET, no such person has a reasonable basis for any such claim.
Certain Employee Matters. Except as required by applicable Law or the terms of any Business Employee Benefit Plan, Tema and the Company shall not, and shall not permit any of their respective Affiliates to: (i) grant any increases in the compensation, incentives or benefits payable or to become payable to any Business Employee or any of its directors, officers or employees, consultants, agents or individual independent contractors; (ii) pay or agree to pay to any Business Employee, director, officer or employee, consultant, agent or individual independent contractor, whether past or present, any pension, retirement allowance or other employee benefit not required by any of Tema’s, the Company’s or any of their respective Affiliates’ existing Business Employee Benefit Plans (or any arrangement that would be a Business Employee Benefit Plan if in effect on the date hereof); (iii) enter into any new, or materially amend any existing, material employment or severance or termination agreement with any Business Employee, director, officer, employee, consultant, agent or individual independent contractor other than with respect to new hires made not in contravention of Section 4.1(j)(vi) below; (iv) establish or become obligated under any collective bargaining agreement or other Contract with a labor union or representative of Business Employees, or Business Employee Benefit Plan which was not in existence prior to the date of this Agreement, or amend any such plan or arrangement in existence on the date of this Agreement if such amendment would have the effect of materially enhancing any benefits thereunder; (v) take any action to accelerate the vesting, funding or payment of any compensation or benefits under any Business Employee Benefit Plan (or any award thereunder); (vi) hire any new employees who would be a Business Employee or engage any new individuals in the capacity of an independent contractor who provides services with respect to the Contributed Assets; (vii) transfer any Business Employee or terminate the employment or service of any Business Employee other than any such termination for cause (as reasonably determined by the employing Person); or (viii) implement any employee layoffs requiring notice under the WARN Act.
Certain Employee Matters. (a) Except as set forth on Schedule 3.17(a), all current and former (terminated within 12 months of the date hereof) members of management, key personnel and employee consultants of SCB and its Subsidiaries have executed and delivered to SCB a standard employment and confidentiality agreement substantially in the form attached hereto as Exhibit F. No employee, agent, consultant or contractor of SCB or any of its Subsidiaries who have contributed to or participated in the conception and development of proprietary rights of SCB or any of its Subsidiaries has asserted or threatened any claim against SCB or any of its Subsidiaries in connection with such person's involvement in the conception and development of the proprietary rights of SCB or any of its Subsidiaries and, to the knowledge of SCB, no such person has a reasonable basis for any such claim.
