Certain Employee Matters. (a) During the period (the "Transition Period") commencing at the Effective Time and ending immediately prior to 12:01 a.m. on the calendar day immediately following the last day of the term of the Employee Leasing Agreement as to each Hospital (as to each such Hospital, the "Transition Time"), each Hospital Employee shall remain an employee of its employer as of the Effective Time (whether such employer is Seller or an affiliate of Seller), subject to normal personnel actions occurring in the ordinary course of business and the terms of any applicable collective bargaining agreements. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis as in effect immediately prior to the Effective Time, subject to the terms of the Employee Leasing Agreement. (b) Purchaser covenants and agrees that it shall make offers of employment (in substantially equivalent positions), subject to the terms of the labor union agreements described on Schedule 2.13(b) and Section 5.15, to all of the persons who are employees of (i) Seller with respect to the operation of the Hospitals or (ii) any affiliate of Seller which employs individuals at any of the Hospitals (whether such employees are full time employees, part-time employees or on leave of absence) as of the Transition Time (the "Hospitals' Employees"); provided, however, that no Hospitals' Employee who is on any disability or leave of absence at the Transition Time, other than leave of absence pursuant to the Family and Medical Leave Act of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability"), shall become a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability after the Transition Time. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after the Transition Time shall be referred to in this Agreement as the "Hired Employees". Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance) of each of the Hired Employees on and after the Transition Time are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available to the Hired Employees. (c) Purchaser shall give all Hired Employees full credit for extended sick pay (Reserve Sick) as reflected by the Sick Pay Amount as of the Closing Date, and all other paid time off pay, including CashPlus obligations of Seller and/or Seller's affiliates to such employees, either by (i) crediting such employees the time off reflected in the employment records of Seller and/or any of its affiliates immediately prior to the Effective Time or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable to the Sick Pay Amount as of the Closing Date. (d) On and after the Transition Time, Hired Employees shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with Seller and Seller's affiliates, as applicable, prior to the Transition Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) with respect to paid time off plans and retirement plans of Purchaser, and pre-existing condition limitations will be waived with respect to Hired Employees and their covered dependents under medical and hospital plans sponsored by Purchaser unless such pre-existing condition limitations were applicable prior to the Transition Time. In addition, if prior to the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's or its affiliate's medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees on and after the Transition Time. Purchaser agrees that, for any employee subject to any collective bargaining agreement, if any eligibility described in this section differs from eligibility described by the collective bargaining agreement, the eligibility descriptions of the collective bargaining agreement shall prevail. (e) Within thirty (30) days after the Hospitals' Employees (other than the Retained Management Employees) cease to be employees of Seller and Seller's affiliates (as described in Section 4.9), such persons will be entitled to a distribution of their accounts under the Tenet Healthcare Corporation 40▇(▇)
Appears in 1 contract
Sources: Asset Sale Agreement (Integrated Healthcare Holdings)
Certain Employee Matters. (a) During The Buyer reserves the period (right, in its sole discretion, to make offers of employment to the "Transition Period") commencing at the Effective Time and ending immediately prior to 12:01 a.m. on the calendar day immediately following the last day employees of the term Sellers who provide services for and on behalf of the Employee Leasing Agreement Sellers’ Businesses at each Branch, all of which employees are listed on Schedule 4.3 (collectively, the “Employees”) as of and conditioned upon the occurrence of the Closing. The Buyer and the Sellers hereby acknowledge that any such offers of employment to the Employees shall be made on an at-will basis at substantially the same rate of compensation (exclusive of benefits) as is set forth on Schedule 4.3. Schedule 4.3 accurately sets forth, by Branch with respect to each Hospital Employee of the Sellers at such Branch (including any Employee who is on a leave of absence or on temporary layoff status subject to recall): (a) the name of such Employee and the date as to each of which such HospitalEmployee was originally hired by the Sellers; (b) such Employee’s title and compensation structure (i.e., the "Transition Time"whether such employee receives compensation as a salaried or hourly employee), each Hospital Employee shall remain an ; (c) such Employee’s annualized compensation if salaried or hourly rate if any hourly employee of its employer as of the Effective Time date of this Agreement, including base salary or hourly rate, vacation and/or paid time off, accrual amounts as of September 1, 2007, and any other compensation forms; and (whether d) any governmental authorization or Permit that is held by such employer Employee and that is Seller used in connection with the Businesses. Additionally, Schedule 4.3 includes a description of the Selling Entity’s bonus program for its employees. Nothing contained in this Agreement shall create any contract of employment or an affiliate a promise of Seller)continued employment with the Buyer for any specified period, and no third party beneficiary rights are provided to any Employee pursuant to this Agreement. Accordingly, the Buyer and the Sellers acknowledge that all offers of employment made by the Buyer and the actual employment of any Employee shall, at all times, be subject to normal personnel actions occurring the Buyer’s right, in the ordinary course of business its sole discretion, to establish and the terms of any applicable collective bargaining agreements. During the Transition Periodmodify, or until such earlier from time as any such Hospital Employee ceases to be an employee of such employertime, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis as in effect immediately prior to the Effective Time, subject to the terms of the Employee’s employment and to terminate such employment at any time. Except as the Buyer may otherwise expressly agree in writing, any Employee Leasing Agreementhired by the Buyer (a “Hired Employee”) shall be treated as a new, at-will employee of the Buyer.
(b) Purchaser covenants Hired Employees shall be employed by the Buyer solely in accordance with the Buyer’s hiring and agrees that it shall make offers of other employment (in substantially equivalent positions)policies and procedures, subject to which may differ from the terms of the labor union agreements described on Schedule 2.13(b) Selling Entity’s employment policies and Section 5.15, to all of the persons who are employees of (i) Seller with respect to the operation of the Hospitals or (ii) any affiliate of Seller which employs individuals at any of the Hospitals (whether such employees are full time employees, part-time employees or on leave of absence) as of the Transition Time (the "Hospitals' Employees"); provided, however, that no Hospitals' Employee who is on any disability or leave of absence at the Transition Time, other than leave of absence pursuant to the Family and Medical Leave Act of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability"), shall become a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability after the Transition Timeprocedures. Notwithstanding the foregoing, Purchaser acknowledges the Buyer shall have sole and absolute responsibility for any financial or other commitments that Seller has the right, but is not required, Buyer may have to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Hired Employees"). Any , including any and all claims or obligations arising under any and all employment policies and procedures of the Hospitals' Employees who accept an offer Buyer, under any employee benefit plan of the Buyer, or under any local, state, or federal law, rule, or regulation regarding termination of employment with Purchaser as of for any employment loss which occurs on or after the Transition Time hiring of any Hired Employee by the Buyer. The Buyer shall be referred liable to in this Agreement as the "each Hired Employees". Purchaser shall ensure that the terms and conditions of employment (including initial positionEmployee for all wages, cash compensation, shifts, severance benefits, including without limitation healthunpaid vacation pay, dentalunpaid sick and holiday pay, disability, life insurance) and other obligations of each of the Hired Employees any kind whatsoever arising on and after the Transition Time are substantially equivalent hiring of such Hired Employee by the Buyer. The Buyer is responsible for resolving any conflicts, errors or discrepancies with regard to that provided a Hired Employee involving the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available Buyer’s employee policies and procedures with respect to the period of time on and after a Hired EmployeesEmployee is hired by the Buyer.
(c) Purchaser Buyer shall give all extend service credit to each employee of Selling Entity with respect to the Business conducted at the Branches who is hired by Buyer on the Closing Date (each, a “Hired Employees Employee”) for the full credit period of time each such Hired Employee worked for extended sick pay (Reserve Sick) as reflected by Selling Entity before the Sick Pay Amount as Closing Date. Nevertheless, although Buyer will base paid vacation time due each Hired Employee upon the period of time the Hired Employee has worked both for the Selling Entity before the Closing Date and for Buyer on and after the Closing Date, and all other each Hired Employee must work for Buyer for six (6) full months before the Hired Employee is eligible for any paid time off pay, including CashPlus obligations of Seller and/or Seller's affiliates to such employees, either by vacation (i) crediting such employees the time off reflected in the employment records of Seller and/or any of its affiliates immediately prior to the Effective Time or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable to the Sick Pay Amount as of the Closing Dateaccordance with Buyers’ normal vacation policy).
(d) On and after the Transition Time, Hired Employees shall be eligible employed by Buyer solely in accordance with Buyer’s hiring and other employment policies and procedures, which may differ from Seller’s employment policies and procedures. Notwithstanding the foregoing, Buyer shall have sole and absolute responsibility for a medical any financial or other commitments that Buyer may have to any of the Hired Employees, including any and hospital all claims or obligations arising under any and all employment policies and procedures of Buyer, under any employee benefit plan sponsored of Buyer, or under any local, state, or federal law, rule, or regulation regarding termination of employment for any employment loss which occurs on or after the hiring of any Hired Employee by PurchaserBuyer. Hired Employees Buyer shall be given credit liable to each Hired Employee for periods all wages, severance benefits, unpaid vacation pay, unpaid sick and holiday pay, and other obligations of employment with Seller and Seller's affiliates, as applicable, prior to the Transition Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) any kind whatsoever that accrue with respect to paid time off plans and retirement plans periods after the hiring of Purchasersuch Hired Employee by Buyer, and pre-existing condition limitations Selling Entity will be waived pay to Hired Employees, as promptly after the Closing as practicable, all wages, severance benefits, unpaid vacation pay, unpaid sick and holiday pay, and other obligations of any kind whatsoever that accrue with respect to periods before the hiring of such Hired Employees and their covered dependents under medical and hospital plans sponsored Employee by Purchaser unless such pre-existing condition limitations were applicable prior Buyer . Buyer is responsible for resolving any conflicts, errors or discrepancies with regard to the Transition Time. In addition, if prior to the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's or its affiliate's medical involving Buyer’s employee policies and health plan's current fiscal year, such amounts shall be applied toward satisfaction procedures with respect to the period of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees time on and after the Transition Time. Purchaser agrees that, for any employee subject to any collective bargaining agreement, if any eligibility described in this section differs from eligibility described a Hired Employee is hired by the collective bargaining agreement, the eligibility descriptions of the collective bargaining agreement shall prevailBuyer.
(e) Within thirty The Sellers and the Buyer each acknowledge and agree that no covered plant closing or mass layoff (30as such terms are defined in the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et. seq.) days will occur with respect to the Branches up to and including the Closing Date, that the transactions contemplated by this Agreement shall not result in a covered plant closing or mass layoff, and that the Buyer does not intend to implement any such covered plant closing or mass layoff with respect to the Branches after the Hospitals' Closing.
(f) The Sellers agree that they shall continue to perform, at the Sellers’ expense, any post-termination obligations to the terminated Employees (other than and their eligible dependents, including, without limitation, continuation of health insurance coverage under any applicable group health plan(s) pursuant to COBRA and the Retained Management Employees) cease to be employees administration of Seller any COBRA benefits or provision of notices related thereto for COBRA-qualified beneficiaries who had a COBRA qualifying event before the Closing Date and Seller's affiliates (as described those who elect COBRA benefits following their termination in Section 4.9), such persons will be entitled to a distribution of their accounts under connection with the Tenet Healthcare Corporation 40▇(▇)transactions contemplated by this Agreement.
Appears in 1 contract
Certain Employee Matters. (a) During On or before the period fifth day prior to the Closing Date, Purchaser shall offer, or shall cause one or more of the Insurance Subsidiaries to offer, employment to any one or more of the individuals identified on Schedule 3.10(a) (the "Transition Period") commencing at the Effective Time and ending immediately prior to 12:01 a.m. on the calendar day immediately following the last day of the term of the Employee Leasing Agreement as to each Hospital (as to each such Hospital, the "Transition TimeEmployees"), each Hospital Employee shall remain an employee of its employer as such offer to be contingent upon the consummation of the Effective Time (whether such employer is Seller or an affiliate of Seller), subject to normal personnel actions occurring in the ordinary course of business and the terms of any applicable collective bargaining agreements. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing transactions contemplated by this Agreement. During the Transition Period, each leased Hospital (Each Employee shall continue to participate in all Seller Plans who accepts Purchaser's offer of employment on the same basis as in effect immediately or prior to the Effective Time, subject Closing Date shall hereinafter be referred to as a "Transferred Employee" and collectively as "Transferred Employees"). Purchaser or the terms 50 applicable Insurance Subsidiary shall be free to terminate the employment of any Transferred Employee so employed thereby at any time after the Employee Leasing AgreementClosing Date.
(b) Purchaser covenants and agrees that it shall make offers of employment (in substantially equivalent positions), subject to the terms Effective as of the labor union agreements described on Schedule 2.13(bClosing Date, the Purchaser shall assume the sponsorship (or liabilities, as the case may be) and Section 5.15of, to all or shall cause one or more of the persons who are employees of Insurance Subsidiaries to assume the sponsorship (or liabilities, as the case may be) of, (i) Seller with respect the Arm Severance Plan, in the form set forth on Annex A to the operation of the Hospitals or Schedule 3.10(a), (ii) any affiliate of Seller which employs individuals at any of the Hospitals Stay-Pay Incentive Arrangement in the form set forth on Annex B to Schedule 3.10(a) (whether such employees are full iii) the Nonqualified Deferred Compensation Plan, in the form set forth on Annex C to Schedule 3.10(a), and (iv) accrued and earned, but unused, vacation time employees, part-time employees or on leave of absence) as of the Transition Time (the "Hospitals' Employees"); provided, however, that no Hospitals' Employee who is on any disability or leave of absence at the Transition Time, other than leave of absence pursuant to the Family and Medical Leave Act of 1993 or other similar local law (such laws being collectively plans to be referred to herein as the "FMLA") ("Employee on DisabilityAssumed Plans"), shall become a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability after the Transition Time. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after the Transition Time shall be referred to in this Agreement as the "Hired Employees". Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance) of each of the Hired Employees on and after the Transition Time are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available to the Hired Employees.
(c) Without limiting the foregoing, Purchaser shall give credit each Transferred Employee with all Hired Employees full credit of his or her service for extended sick pay (Reserve Sick) as reflected by the Sick Pay Amount as Seller or either of the Closing DateInsurance Subsidiaries under Purchaser's employee benefit plans, arrangements and all other paid time off paypolicies for purposes of eligibility and vesting only (and not for purposes of benefit accrual, including CashPlus obligations except for the purposes of benefit accrual under the Assumed Plans), but solely to the extent that such service was credited thereto under similar employee benefit plans, arrangements and policies of Seller and/or Seller's affiliates to such employees, either by (i) crediting such employees or the time off reflected in the employment records of Seller and/or any of its affiliates Insurance Subsidiaries immediately prior to the Effective Time or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable to the Sick Pay Amount as of the Closing Date.
(d) On Purchaser and after its respective Subsidiaries will, or will cause the Transition Time, Hired Employees shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given Insurance Subsidiaries to provide each Transferred Employee with credit for periods of employment with Seller any co-payments and deductibles paid thereby in the year 2000 under Seller's affiliates, as applicable, respective plans prior to the Transition Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) with respect to paid time off plans and retirement plans of Purchaser, and pre-existing condition limitations will be waived with respect to Hired Employees and their covered dependents under medical and hospital plans sponsored by Purchaser unless such pre-existing condition limitations were Closing Date in satisfying any applicable prior to the Transition Time. In addition, if prior to the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum requirements under any welfare plans in Seller's or its affiliate's medical and health plan's current fiscal year, which such amounts shall be applied toward satisfaction of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees on and employees are eligible to participate after the Transition Time. Purchaser agrees that, for any employee subject to any collective bargaining agreement, if any eligibility described in this section differs from eligibility described by the collective bargaining agreement, the eligibility descriptions of the collective bargaining agreement shall prevailClosing Date.
(e) Within thirty (30) days after the Hospitals' Employees (other than the Retained Management Employees) cease to be employees of Seller and Seller's affiliates (as described in Section 4.9), such persons will be entitled to a distribution of their accounts under the Tenet Healthcare Corporation 40▇(▇)
Appears in 1 contract
Certain Employee Matters. (a) During the period (the "Transition Period") commencing at the Effective Time and ending immediately prior to 12:01 a.m. on the calendar day immediately following the last day of the term of the Employee Leasing Agreement as to each Hospital (as to each such Hospital, the "Transition Time"), each Hospital Employee shall remain an employee of its employer as of the Effective Time (whether such employer is Seller or an affiliate of Seller), subject to normal personnel actions occurring in the ordinary course of business and the terms of any applicable collective bargaining agreements. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis as in effect immediately prior to the Effective Time, subject to the terms of the Employee Leasing Agreement.
(b) Purchaser covenants and agrees that it shall make offers of employment on an “at will” basis (in substantially equivalent positions), subject to the terms of the labor union agreements described on Schedule 2.13(b) and Section 5.15, to all of the persons who are employees of (i) Seller with respect to the operation of the Hospitals (other than the TRH Businesses) or (ii) any affiliate of Seller which employs individuals at any of the Hospitals (other than the TRH Businesses), (whether such employees are full time employees, employees or part-time employees or on leave of absenceemployees) as of the Transition Time (the "“Hospitals' ’ Employees"); ”) provided, however, that no Purchaser shall not be required to make offers of employment to (i) Hospitals' Employee who is ’ Employees that are on any disability short-term or leave of absence at the Transition Timelong-term disability, other than or on leave of absence pursuant to Seller’s policies, the Family and Medical Leave Act of 1993 or other similar local law law, as of the Effective Time or (such laws being collectively referred ii) the CEO, the CFO or the COO of any Hospital. Purchaser agrees, however, that if any Hospitals’ Employees, with respect to herein as whom Purchaser was not required to, and did not, extend an offer of employment pursuant to subsection (i) of the "FMLA") ("Employee on Disability")immediately preceding sentence, shall become a Hired Employee andseek employment with Purchaser following the Closing Date, Purchaser shall have no liability or obligation consider employing such persons in good faith in accordance with respect to any Employee on Disability after the Transition TimePurchaser’s hiring policies then in effect. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Hospital Employee who does not accept Purchaser's ’s employment offer made under this Section 5.3(b5.3(a), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Effective Time (the "“Retained Management Employees"”). Any of the Hospitals' ’ Employees who accept an offer of employment with Purchaser as of or after the Transition Effective Time shall be referred to in this Agreement as the "“Hired Employees"”. Purchaser covenants and agrees that it shall cause the employees of TRH on the Closing Date, other than the CEO, the CFO or the COO of the Three Rivers Hospitals (the “TRH Employees”) to remain employed by TRH as of the Effective Time. Subject to the terms of Section 1.11(d), Purchaser covenants and agrees that it and TRH shall continue to employ in comparable positions the Hired Employees and the TRH Employees for a period of no less than ninety (90) calendar days following the Closing Date, unless Purchaser or TRH sooner terminates the employment of any Hired Employee or TRH Employee for cause or as a result of attrition, flexible staffing for seasonal adjustments, downsizing in connection with decreases in patient census, or in the event any Hired Employee or TRH Employee voluntarily resigns or retires. Purchaser shall (and shall cause TRH to) ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insuranceinsurance and retirement plans) of each of the Hired Employees and TRH Employees on and after the Transition Effective Time are substantially equivalent to that the benefits provided the Hospitals' Employees to Purchaser’s employees at similar hospital facilities in comparable positions or performing comparable functions as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available to the Hired Employees.
(cb) Purchaser shall give all Hired Employees (and shall cause TRH to give the TRH Employees) full credit for accumulated sick pay and extended sick pay (Reserve Sick) as reflected by the Sick Pay Amount as of the Closing Date, and all other paid time off pay, including CashPlus obligations of Seller and/or Seller's affiliates pay to such employeesthe extent included in Net Working Capital, either by (i) crediting such employees the time off reflected in the employment records of Seller Seller, TRH and/or any of its affiliates immediately prior to the Effective Time or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii5.3(b)(ii) shall not be applicable to the Sick Pay Amount as of the Closing Date.
(dc) On and after the Transition Effective Time, Hired Employees and TRH Employees shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees and TRH Employees shall be given credit for periods of employment with Seller Seller, TRH and Seller's ’s affiliates, as applicable, prior to the Transition Effective Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) with respect to paid time off plans and retirement plans of Purchaser), and pre-existing preexisting condition limitations will be waived with respect to Hired Employees, TRH Employees and their covered dependents under medical and hospital plans sponsored by Purchaser unless such pre-existing preexisting condition limitations were applicable prior to the Transition Effective Time. In addition, if prior to the Transition Effective Time a Hired Employee, TRH Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's ’s, TRH’s or its affiliate's ’s medical and health plan's ’s current fiscal year, such amounts shall be applied toward satisfaction of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's ’s medical and health plan that covers Hired Employees and TRH Employees on and after the Transition Effective Time. Purchaser agrees that, for any employee subject to any collective bargaining agreement, if any eligibility described in this section differs from eligibility described by the collective bargaining agreement, the eligibility descriptions of the collective bargaining agreement shall prevail.
(ed) Within thirty (30) days after (i) the Hospitals' ’ Employees (other than the Retained Management Employees) cease to be employees of Seller and Seller's ’s affiliates (as described in Section 4.9)) and (ii) the TRH Employees are no longer employed by an affiliate of THC, such persons will be entitled to a distribution of their accounts under the Tenet ▇▇▇▇▇ Healthcare Corporation 40401(k) Retirement Savings Plan. Any such Person whose account remains with the ▇▇▇▇▇ Healthcare Corporation 401(k) Retirement Savings Plan will be subject to the distribution provisions of such plan. Purchaser shall provide Seller (▇)x) with periodic reports, at least quarterly, to identify termination dates for the Hired Employees and TRH Employees and (y) upon Seller’s reasonable request, prompt verification of the termination dates for Hired Employees and TRH Employees.
(e) Seller shall be responsible to provide continuation coverage pursuant to the requirements of Code section 4980B and Part 6 of Title I of ERISA (“COBRA Coverage”) with respect to (i) the Hospitals’ Employees (and their dependents) whose qualifying event occurred prior to the date on which such Hospitals’ Employees become Hired Employees and (ii) the TRH Employees (and their dependents) whose qualifying event occurred prior to the Effective Time. Purchaser shall be responsible to provide COBRA Coverage with respect to each of the (x) Hired Employees (and their dependents) whose qualifying event occurs on or after the date on which such Hospitals’ Employees become Hired Employees and (y) TRH Employees (and their dependents) whose qualifying event occurs on or after the Effective Time.
(f) After the Closing Date, Purchaser’s human resources department will give reasonable assistance to Seller’s and its affiliates’ human resources department with respect to Seller’s and Seller’s affiliates’ post-Closing administration of Seller’s, TRH’s and Seller’s affiliates’ pre-Closing employee pension benefit plans and employee health or welfare benefit plans for the Hospitals’ Employees (other than the Retained Management Employees) and the TRH Employees. Within five (5) days after the Closing Date, Purchaser shall provide to Seller a list of all the Hospitals’ Employees who were offered employment by Purchaser but refused such employment.
Appears in 1 contract
Sources: Asset Sale Agreement (Health Management Associates Inc)
Certain Employee Matters. (a) During Prior to the period (the "Transition Period") commencing at the Effective Time and ending immediately prior to 12:01 a.m. on the calendar day immediately following the last day Closing, each of the term Management Company Sellers and Company shall, and shall cause the other Company Entities to, request and seek in good faith to procure its Employees (other than Employees who are executing Employment Agreements as contemplated in this Agreement) to execute and deliver an Agreement Regarding Confidential Information substantially in the form of the Employee Leasing Agreement as to each Hospital (as to each such HospitalExhibit F, the "Transition Time"), each Hospital Employee shall remain an employee of its employer which will be effective as of the Effective Time (whether Closing, as well as Buyer’s standard employment application, background and credit check authorizations, and other employment documentation as reasonably requested by ▇▇▇▇▇. In the event that any such employer is Employee does not promptly execute and deliver such agreement, application, authorizations or documentation, the Management Company Seller or an affiliate of Seller), subject to normal personnel actions occurring in and Company shall discuss with such Employee the ordinary course of business reasons for such request and the terms of any applicable collective bargaining agreements. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis as in effect immediately importance thereof prior to the Effective Time, subject to the terms of the Employee Leasing Agreement.
(b) Purchaser covenants and agrees that it shall make offers of employment (in substantially equivalent positions), subject to the terms of the labor union agreements described on Schedule 2.13(b) and Section 5.15, to all of the persons who are employees of (i) Seller with respect to the operation of the Hospitals or (ii) any affiliate of Seller which employs individuals at any of the Hospitals (whether such employees are full time employees, part-time employees or on leave of absence) as of the Transition Time (the "Hospitals' Employees"); provided, however, that no Hospitals' Employee who is on any disability or leave of absence at the Transition Time, other than leave of absence pursuant to the Family and Medical Leave Act of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability"), shall become a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability after the Transition Time. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after the Transition Time shall be referred to in this Agreement as the "Hired Employees". Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance) of each of the Hired Employees on and after the Transition Time are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available to the Hired Employees.
(c) Purchaser shall give all Hired Employees full credit for extended sick pay (Reserve Sick) as reflected by the Sick Pay Amount as of the Closing Date, and all other paid time off pay, including CashPlus obligations of Seller and/or Seller's affiliates to such employees, either by (i) crediting such employees the time off reflected in the employment records of Seller and/or any of its affiliates immediately prior to the Effective Time or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable to the Sick Pay Amount as of the Closing Date.
(db) On Prior to the date of this Agreement, each of the Management Company Sellers and after Company shall have procured, and shall have caused the Transition Timeother Company Entities to procure, Hired each of the Employees who are executing Employment Agreements as contemplated in this Agreement to have (i) (A) executed and delivered Employment Agreements, substantially in the form of Exhibit G, and (B) executed and delivered Releases, each to be effective as of the Closing; and (ii) completed, executed and delivered ▇▇▇▇▇’s standard employment application, background and credit check authorizations and other employment documentation as reasonably requested by ▇▇▇▇▇.
(c) Effective as of the Closing, each Selling Principal hereby assigns to Company, and any other applicable Company Entity, without further compensation, any and all inventions, processes, designs, formulae, trade secrets, know-how, computer software, data and documentation, or other discoveries, technological innovations, improvements, copyrightable works or other Intellectual Property (collectively, “Inventions”) conceived, programmed, developed, created or otherwise made by such Selling Principal, solely or jointly, for the benefit of or relating to Company, any other Company Entity, the Business or any Existing FCP Funds or its Subsidiaries, whether or not conceived, programmed, developed, created or otherwise made during working hours (as applicable), relating in any manner to the business, business plans, or development plans of Company, any other Company Entity, or the Business or any Existing FCP Funds or their Subsidiaries. All such Inventions, whether patentable, not patentable or otherwise, shall be the sole and exclusive property of Company and any other applicable Company Entity, with respect to any and all countries. At the request and expense of Buyer, at any time following the Closing Date, each Selling Principal shall perform all lawful acts and execute, acknowledge and deliver all such instruments, agreements, assignments, certificates or other documents deemed necessary or desirable by Buyer to vest or maintain in Company and any other applicable Company Entity, all right, title and interest in and to such Inventions, and to enable Company and any other applicable Company Entity, or Buyer, to prepare, file and prosecute applications for patents, copyrights, trademarks or service marks (or other registrations) thereon in any and all countries selected by Buyer, including renewals and reissues thereof, and to obtain or record sole and exclusive title to such applications, patents, copyrights, trademarks, service marks or other registrations for any and all said countries. To the extent that any work performed by any Selling Principal is eligible to be deemed “work for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with Seller and Seller's affiliates, as applicable, prior to the Transition Time hire” for purposes of determining eligibility the United States copyright laws, each Selling Principal, Company and Buyer intend for it to participate and amount of benefits (be work for hire. To the extent that any work performed by any Selling Principal is not deemed to be a “work for hire”, each Selling Principal hereby assigns all proprietary rights, including without limitation vesting of benefits) with respect to paid time off plans and retirement plans of Purchasercopyright, and pre-existing condition limitations will be waived with respect to Hired Employees and their covered dependents under medical and hospital plans sponsored by Purchaser unless in such pre-existing condition limitations were applicable prior work to the Transition Time. In addition, if prior to the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's or its affiliate's medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees on and after the Transition Time. Purchaser agrees that, for any employee subject to any collective bargaining agreement, if any eligibility described in this section differs from eligibility described by the collective bargaining agreement, the eligibility descriptions of the collective bargaining agreement shall prevailapplicable Company Entity without further compensation.
(e) Within thirty (30) days after the Hospitals' Employees (other than the Retained Management Employees) cease to be employees of Seller and Seller's affiliates (as described in Section 4.9), such persons will be entitled to a distribution of their accounts under the Tenet Healthcare Corporation 40▇(▇)
Appears in 1 contract
Sources: Sale and Purchase Agreement (Federated Hermes, Inc.)
Certain Employee Matters. (a) During the period (the "Transition Period") commencing at the Effective Time and ending immediately prior to 12:01 a.m. on the calendar day immediately following the last day of the term of the Employee Leasing Agreement as to each Hospital (as to each such Hospital, the "Transition Time"), each Hospital Employee shall remain an employee of its employer as of the Effective Time (whether such employer is Seller or an affiliate of Seller), subject to normal personnel actions occurring in the ordinary course of business and the terms of any applicable collective bargaining agreements. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis as in effect immediately prior to the Effective Time, subject to the terms of the Employee Leasing Agreement.
(b) Purchaser covenants and agrees that it and/or HHC Pennsylvania shall make offers of employment (in to all, or substantially equivalent positions)all, subject to the terms of the labor union agreements described on Schedule 2.13(b) and Section 5.15, to all of the persons who are employees of (i) Seller and its Affiliates employed in connection with respect to the operation of the Hospitals or (ii) any affiliate of Seller which employs individuals at any of the Hospitals (whether such employees are full time employees, part-time employees or on leave of absence) as of the Transition Time (the "Hospitals' Employees"); provided, however, that no Hospitals' Employee who is on any disability or leave of absence at the Transition Time, other than leave of absence pursuant to the Family and Medical Leave Act of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability"), shall become a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability after the Transition Time. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Employees")Hospital. Any of the Hospitals' Employees such employees who accept accepts an offer of employment with Purchaser and/or HHC Pennsylvania as of or after the Transition Effective Time shall be referred to in this Agreement as the "“Hired Employees".”
(b) Purchaser shall be responsible to provide continuation coverage pursuant to the requirements of Code Section 4980B and Treasury regulations thereunder and Part 6 of Title I of ERISA (“COBRA Coverage”) to any qualified beneficiaries under any Plan required to provide COBRA Coverage. Purchaser and/or HHC Pennsylvania shall ensure that be responsible in accordance with the terms requirements of Code Section 4980B and conditions Treasury regulations thereunder and Article 6 of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance) Title I of ERISA to provide COBRA Coverage with respect to each of the Hired Employees (and their dependents) whose qualifying event occurs on and or after the Transition Time are substantially equivalent date on which the Hospital’s employees become Hired Employees and who become qualified beneficiaries of a Purchaser health plan subject to that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available to the Hired EmployeesCOBRA Coverage.
(c) Purchaser shall give all To the extent consistent with any lawful agreement between Seller and a Hired Employees full credit for extended sick pay (Reserve SickEmployee entered into before the Closing Date in connection with a participant loan to the Hired Employee under Seller’s 403(b) as reflected by Program and not inconsistent with any lawful action of the Sick Pay Amount as of Hired Employee taken before or after the Closing Date, and all other paid time off payPurchaser or HHC Pennsylvania, including CashPlus obligations as the case may be, shall withhold from the wages of Seller and/or Seller's affiliates to such employees, either by (i) crediting such employees the time off reflected in the employment records of Seller and/or any of its affiliates immediately prior to the Effective Time or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable to the Sick Pay Amount as of Hired Employee after the Closing DateDate the periodic repayments required under the terms of any participant loan received by such employee from his or her 403(b) Account, until such loan is repaid or the Hired Employee’s service with Purchaser or HHC Pennsylvania, as the case may be, is terminated.
(d) On and after the Transition TimeNeither Seller, Hired Employees shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with Seller and Seller's affiliates, as applicable, prior to the Transition Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) with respect to paid time off plans and retirement plans of Purchaser, and pre-existing condition limitations will HHC Pennsylvania nor any of their Affiliates shall permit any new participant loan to be waived with respect to Hired Employees and their covered dependents under medical and hospital plans sponsored received by Purchaser unless such pre-existing condition limitations were applicable prior to the Transition Time. In addition, if prior to the Transition Time a Hired Employee from his or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's or its affiliate's medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees on and her 403(b) Account after the Transition Time. Purchaser agrees that, for any employee subject to any collective bargaining agreement, if any eligibility described in this section differs from eligibility described by the collective bargaining agreement, the eligibility descriptions of the collective bargaining agreement shall prevailClosing Date.
(e) Within thirty (30) days after the Hospitals' Employees (other than the Retained Management Employees) cease to be employees of Seller and Seller's affiliates (as described in Section 4.9), such persons will be entitled to a distribution of their accounts under the Tenet Healthcare Corporation 40▇(▇)
Appears in 1 contract
Sources: Asset Acquisition and Contribution Agreement (Horizon Health Corp /De/)
Certain Employee Matters. (a) During On the period (Closing Date, the "Transition Period") commencing at Purchasers shall or shall cause the Effective Time Entities or an Affiliate of the Purchasers, to continue the employment of or offer employment, as applicable, to the employees of the Entities and ending immediately Parent to be identified by the Purchasers prior to 12:01 a.m. on the calendar day immediately following the last day of the term of the Employee Leasing Agreement as to each Hospital (as to each such Hospital, the "Transition Time"), each Hospital Employee shall remain an employee of its employer as of the Effective Time (whether such employer is Seller or an affiliate of Seller), subject to normal personnel actions occurring Closing Date in the ordinary course of business and accordance with the terms of any applicable collective bargaining agreements. During a letter, dated of even date herewith, delivered by Purchaser A to the Transition Period, or until such earlier time as Parent (any such Hospital employees who so continue or accept such offer of employment being referred to herein as the "HIRED EMPLOYEES"). Such employment shall be in a substantially similar position as such Hired Employee ceases held while employed by the applicable Entity or Parent prior to the Closing, and the Purchasers shall have no Liability or obligation to any other employees of the Parent or any of its Subsidiaries (other than the Entities as set forth herein). Prior to the Closing, Parent and the Entities shall take such actions and, after the Closing Date, Parent and the Purchasers shall take, and the Purchasers shall cause the Entities to take, such actions as are necessary so that each Hired Employee shall cease to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue entitled to participate in all Seller Plans on the same basis as in effect immediately prior or accrue benefits under any of Parent's Employee Benefit Plans, programs, policies and arrangements except to the Effective Timeextent required by applicable Law. The Purchasers shall, or shall cause the Entities or an Affiliate of the Purchasers, to take such actions as may be necessary such that, subject to the terms provisions of this SECTION 5.18, on and after the Closing Date, each Hired Employee shall be eligible to participate in, and be subject to the provisions of, the Employee Leasing AgreementBenefit Plans (including a 401(k) plan and a flexible benefits plan), programs, personnel policies and guidelines sponsored or maintained by Alliance, and applicable for employees of Alliance or its Affiliates in a similar position, subject to the satisfaction of all the eligibility criteria for participation thereunder (except as otherwise provided in this SECTION 5.18).
(b) Purchaser covenants and agrees that it shall make offers of employment (in substantially equivalent positions), subject With respect to the terms of Alliance Employee Benefit Plans, programs, personnel policies and guidelines, Alliance shall grant all Hired Employees from and after the labor union agreements described Closing Date credit for all service with the Entities and Parent prior to the Closing Date for all purposes. Alliance shall take such actions as are necessary to provide that on Schedule 2.13(b) the Closing Date all Hired Employees and Section 5.15, to all of their spouses and dependents shall be immediately covered by the persons who are employees of group health plan maintained by Alliance which shall (i) Seller with respect to the operation provide immediate coverage as of the Hospitals or Closing Date without any waiting period, (ii) waive any affiliate pre-existing condition exclusions or limitations, and (iii) provide that any amounts paid by Hired Employees through the Closing Date for medical expenses that are treated as deductible, co-insurance and out-of-pocket payments under the Parent's health plan shall reduce the amount of Seller which employs individuals at any of deductible, co-insurance or out-of-pocket payments required to be paid for a similar period under the Hospitals (whether such employees are full time employees, part-time employees or on leave of absence) as of the Transition Time (the "Hospitals' Employees")Alliance health plan; provided, however, that no Hospitals' Employee who is on any disability or leave the Sellers shall provide Alliance with a list of absence at all current and former employees participating in the Transition Time, other than leave of absence pursuant to the Family and Medical Leave Act of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability"), shall become Parent's health plan along with a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability after the Transition Time. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after the Transition Time shall be referred to in this Agreement as the "Hired Employees". Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance) listing of each of the Hired Employees on employee's deductible and after the Transition Time are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available to the Hired Employees.
(c) Purchaser shall give all Hired Employees full credit for extended sick pay (Reserve Sick) as reflected by the Sick Pay Amount as of the Closing Date, and all other paid time off pay, including CashPlus obligations of Seller and/or Seller's affiliates to such employees, either by (i) crediting such employees the time off reflected in the employment records of Seller and/or any of its affiliates immediately prior to the Effective Time or (ii) by making full co-insurance payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable to the Sick Pay Amount as of through the Closing Date.
(c) Effective as of the Closing, the Purchasers shall assume the Parent's or Entities' obligations with respect to accrued sick pay, personal holidays and vacation pay for Hired Employees, provided that the vacation pay costs as of the Latest Balance Sheet Date have been accrued and reflected on the Latest Balance Sheet.
(d) On and after (dm) Parent shall take such actions as are necessary to provide that the Transition Time, Hired Employees are fully vested in their benefits under the Retirement Plan for Employees of Parent and CT Sub (the "ASHS 401(k) PLAN"). Parent shall also take such actions as are necessary to provide that the Hired Employees will be eligible to receive distributions from the ASHS 401(k) Plan that will be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with Seller and Seller's affiliates, as applicable, prior rollover to the Transition Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) with respect to paid time off plans and retirement plans of Purchaser, and pre-existing condition limitations will be waived with respect to Hired Employees and their covered dependents under medical and hospital plans sponsored by Purchaser unless Alliance "401(k)" plan. The Purchasers shall take such pre-existing condition limitations were applicable prior to the Transition Time. In addition, if prior to the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's or its affiliate's medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees on and action as is necessary after the Transition Time. Purchaser agrees that, for any employee subject Closing Date to any collective bargaining agreement, if any eligibility described in this section differs provide that the Alliance "401(k)" plan will allow rollovers of distributions from eligibility described by the collective bargaining agreement, the eligibility descriptions of the collective bargaining agreement shall prevailASHS 401(k) Plan.
(e) Within thirty After the Closing Date, the Purchasers and the Sellers agree to take such actions as are necessary to provide for the transfer of the account balances of the flexible spending accounts of each Hired Employee from Parent's "Section 125" plan to the Alliance "Section 125" plan and the Purchasers shall provide for the reimbursement from the Alliance "Section 125" plan of medical and childcare expenses incurred by Hired Employees during 1998.
(30f) days after After the Hospitals' Employees Closing Date, the Purchasers shall be responsible for providing health care continuation coverage pursuant to the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (other than "COBRA"), to the Retained Management Employees) cease to be extent required by COBRA, for all former employees of Seller and Seller's affiliates (as described in Section 4.9), such persons will be entitled to a distribution of their accounts under the Tenet Healthcare Corporation 40▇(▇)Entities and/or their
Appears in 1 contract
Sources: Securities Purchase Agreement (Alliance Imaging Inc /De/)
Certain Employee Matters. (a) During the period (the "Transition Period") commencing at the Effective Time Closing and ending immediately prior to 12:01 a.m. on the calendar day immediately following date which is twelve (12) months from the last day Closing (or if earlier, the date of the term employee’s termination of employment with the Employee Leasing Agreement as to each Hospital (as to each such Hospital, the "Transition Time"Company), Buyer shall and shall cause the Company Group to provide each Hospital Employee shall remain an employee of its employer as of set forth on Schedule 10.2 who remains employed with the Effective Time (whether such employer is Seller or an affiliate of Seller), subject to normal personnel actions occurring in the ordinary course of business and the terms of any applicable collective bargaining agreements. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller Company Group or the employing affiliate on substantially Buyer immediately after the terms and conditions as Closing Date (“Company Group Continuing Employee”) with: (i) base salary or hourly wages (excluding any overtime wages) which are set forth in no less than the base salary or hourly wages provided to such Company Group Continuing Employee Leasing Agreement. During by the Transition Period, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis as in effect Company Group immediately prior to the Effective TimeClosing; (ii) target bonus opportunities (excluding equity-based compensation), subject if any, which are no less than the target bonus opportunities (excluding equity-based compensation) provided 66 to such Company Group Continuing Employee by the Company Group immediately prior to the terms of Closing and; (iii) severance benefits that are no less favorable than the practice, plan or policy in effect for such Company Group Continuing Employee Leasing Agreementimmediately prior to the Closing.
(b) Purchaser covenants and agrees that it shall make offers of employment (in substantially equivalent positions), subject to the terms of the labor union agreements described on Schedule 2.13(b) and Section 5.15, to all of the persons who are employees of (i) Seller with With respect to the operation of the Hospitals any employee benefit plan maintained by Buyer or its Subsidiaries (iicollectively “Buyer Benefit Plan”) in which any affiliate of Seller which employs individuals at any of the Hospitals (whether such employees are full time employees, part-time employees or on leave of absence) Company Group Continuing Employees will participate effective as of the Transition Time (Closing, Buyer shall, or shall cause the "Hospitals' Employees")Company Group, to recognize all service of the Company Group Continuing Employees with the Company Group, as if such service were with Buyer, for vesting and eligibility purposes in any Buyer Benefit Plan in which such Company Group Continuing Employees may be eligible to participate after the Closing Date; provided, however, that no Hospitals' Employee who is on any disability or leave of absence at the Transition Time, other than leave of absence pursuant such service shall not be recognized to the Family and Medical Leave Act extent that (i) such recognition would result in a duplication of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability"), shall become a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability after the Transition Time. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after the Transition Time shall be referred to in this Agreement as the "Hired Employees". Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insuranceor (ii) of each of the Hired Employees on and after the Transition Time are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that such service was not recognized for similar purposes under a 401(k) retirement plan option is made available to the Hired Employeescorresponding Employee Benefit Plan.
(c) Purchaser This Section 10.2 shall give all Hired Employees full credit for extended sick pay (Reserve Sick) as reflected by be binding upon and inure solely to the Sick Pay Amount as benefit of each of the Closing DateParties hereto, and all other paid time off paynothing in this Section 10.2, including CashPlus obligations express or implied, shall confer upon any person any rights or remedies of Seller and/or Seller's affiliates to such employees, either by any nature. This Section 10.2 (i) crediting such employees the time off reflected in the employment records of Seller and/or any of its affiliates immediately prior to the Effective Time or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable construed to establish, amend or modify any benefit plan, program, agreement or arrangement or create any right in any Company Group employee or any other person to continued employment of any nature or duration, (ii) shall not alter or limit the Sick Pay Amount as Buyer’s, the Company Group’s or any of the Closing Date.
their Affiliates’ ability to amend, modify or terminate any particular benefit plan, program, agreement or arrangement, or (diii) On and after the Transition Time, Hired Employees shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of is intended to confer upon any current or former employee any right to employment with Seller and Seller's affiliates, as applicable, prior to the Transition Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) with respect to paid time off plans and retirement plans of Purchaser, and pre-existing condition limitations will be waived with respect to Hired Employees and their covered dependents under medical and hospital plans sponsored by Purchaser unless such pre-existing condition limitations were applicable prior to the Transition Time. In addition, if prior to the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's or its affiliate's medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees on and after the Transition Time. Purchaser agrees that, continued employment for any employee subject to period of time by reason of this Agreement, or any collective bargaining agreement, if any eligibility described in this section differs from eligibility described by the collective bargaining agreement, the eligibility descriptions of the collective bargaining agreement shall prevail.
(e) Within thirty (30) days after the Hospitals' Employees (other than the Retained Management Employees) cease to be employees of Seller and Seller's affiliates (as described in Section 4.9), such persons will be entitled right to a distribution particular term or condition of their accounts under the Tenet Healthcare Corporation 40▇(▇)employment.
Appears in 1 contract
Certain Employee Matters. (a) During the period (the "Transition Period"Section 6.9(a) commencing at the Effective Time and ending immediately prior to 12:01 a.m. on the calendar day immediately following the last day of the term of the Employee Leasing Acquisition Agreement is amended and restated as to each Hospital (as to each such Hospital, the "Transition Time"), each Hospital Employee shall remain an employee of its employer as of the Effective Time (whether such employer is Seller or an affiliate of Seller), subject to normal personnel actions occurring in the ordinary course of business and the terms of any applicable collective bargaining agreements. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis as in effect immediately prior to the Effective Time, subject to the terms of the Employee Leasing Agreement.follows:
(ba) Purchaser covenants and agrees that it shall make offers of employment (in substantially equivalent positions), subject to the terms of the labor union agreements described on Schedule 2.13(b) and Section 5.15, to all of the persons who are employees of (i) Seller with respect to the operation of the Hospitals or (ii) any affiliate of Seller which employs individuals at any of the Hospitals (whether such employees are full time employees, part-time employees or on leave of absence) as of the Transition Time (the "Hospitals' Employees"); provided, however, that no Hospitals' Employee who is on any disability or leave of absence at the Transition Time, other than leave of absence pursuant to the Family and Medical Leave Act of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability"), shall become a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability after the Transition Time. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after the Transition Time shall be referred to in this Agreement as the "Hired Employees". Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance) of each of the Hired Employees on and after the Transition Time are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available to the Hired Employees.
(c) Purchaser shall give all Hired Employees full credit for extended sick pay (Reserve Sick) as reflected by the Sick Pay Amount as of the Closing Date, the Purchaser shall employ each of (and all other paid time off payonly) the employees of the Company and its Subsidiaries set forth in Section 6.9 of the Company Disclosure Schedule (each a "Purchaser Employee"), including CashPlus obligations and prior to the Closing Date, shall send a notice to the Purchaser Employees in a form approved by the Shareholder informing them that the Purchaser shall be the sole employer of Seller and/or Seller's affiliates such employees as of the Closing. As of the Closing, the Purchaser shall provide Purchaser Employees, a total compensation package of salary, bonus opportunity and benefits that, in the aggregate, are substantially comparable to that provided to such employees, either by (i) crediting such employees the time off reflected in the employment records of Seller and/or any of its affiliates Purchaser Employees immediately prior to the Effective Time or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; Closing Date, provided, however, this Section 5.3(c)(ii) that the Shareholder acknowledges that the Purchaser does not presently have, and shall not be applicable required to create, a stock purchase or stock option or similar plan, and provided, further, that the Purchaser Employees shall remain participants in the Shareholder medical, vision, and dental plans, to the Sick Pay Amount as extent currently participating, through June 30, 2002. The benefit plans currently offered to the Purchaser Employees are set forth by the Company in Section 6.9(a) of the Company Disclosure Schedule. Each employee benefit plan, program, policy and arrangement of the Purchaser and its subsidiaries shall recognize, to the extent possible, (i) for purposes of satisfying any deductibles, co-pays and out-of-pocket maximums during the coverage period that includes the Closing Date.
, any payment made by any Purchaser Employee towards deductibles, co-pays and out-of-pocket maximums for such coverage period in any health or other insurance plan of the Shareholder, and (dii) On and after the Transition Timefor all purposes, Hired Employees shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with Seller and Seller's affiliates, as applicable, prior to the Transition Time including for purposes of determining eligibility to participate and amount participate, vesting, schedule of benefits (and benefit accrual, all service with the Shareholder and the Company and the Subsidiaries, including without limitation vesting service with predecessor employers that was recognized by the Shareholder, the Company and the Subsidiaries; provided that such service shall not be recognized to the extent such recognition would result in a duplication of benefits."
(b) with respect to paid time off plans and retirement plans of Purchaser, and pre-existing condition limitations will be waived with respect to Hired Employees and their covered dependents under medical and hospital plans sponsored by Purchaser unless such pre-existing condition limitations were applicable prior A new Section 6.9(f) is hereby added to the Transition Time. In addition, if prior to the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's or its affiliate's medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees on and after the Transition Time. Purchaser agrees that, for any employee subject to any collective bargaining agreement, if any eligibility described in this section differs from eligibility described by the collective bargaining agreement, the eligibility descriptions of the collective bargaining agreement shall prevail.
(e) Within thirty (30) days after the Hospitals' Employees (other than the Retained Management Employees) cease to be employees of Seller and Seller's affiliates (as described in Section 4.9), such persons will be entitled to a distribution of their accounts under the Tenet Healthcare Corporation 40▇(▇)Acquisition Agreement:
Appears in 1 contract
Certain Employee Matters. (a) During Prior to the period Closing Date, Seller shall update the list of the Employees as disclosed on Schedule 5.10(a) hereto to reflect new hires and terminations of employment between the date of this Agreement and November 2, 2012.
(b) Prior to or on November 16, 2012, the "Transition Period"Purchaser or an Affiliate thereof (each a “Purchaser Benefit Party,” and collectively, “Purchaser Benefit Parties”) shall make offers of employment in writing to the Employees who are set forth on the list described in Section 5.10(a), which offers shall be for employment with the Purchaser or a Purchaser Benefit Party commencing at on the applicable Employee Commencement Effective Time and ending immediately prior to 12:01 a.m. otherwise on the calendar day immediately following the last day of the term of the Employee Leasing Agreement as to each Hospital (as to each terms and conditions set forth in this Section 5.10. Each such Hospital, the "Transition Time"), each Hospital Employee shall remain have five (5) Business Days from the receipt of such an employee offer to accept. Neither the Sellers nor any of its employer as of the Effective Time Affiliates (whether such employer is each a “Seller Benefit Party,” and collectively, “Seller Benefit Parties”) shall induce or an affiliate of Seller), subject otherwise attempt to normal personnel actions occurring in the ordinary course of business and the terms of any applicable collective bargaining agreements. During the Transition Period, or until such earlier time as influence any such Hospital Employee ceases to resign or to not accept his or her offer of employment from the Purchaser. Each Employee, who shall have accepted the Purchaser’s offer of employment and who shall meet the Purchaser Benefit Parties’ conditions of employment described in Schedule 5.10(b)(i) hereto (the “Purchaser Employment Conditions”) shall be hired by the applicable Purchaser Benefit Party, it being understood that (i) such Employee will thereafter become an employee of such employerPurchaser Benefit Party (“Purchaser Employee”) for purposes of this Section 5.10 effective as of the applicable Employee Commencement Effective Time and (ii) the parties hereto and their Affiliates will cooperate in good faith to effect the hiring of any Employees set forth on the list described in Section 5.10(a), who (x) are absent from work due to short or long-term disability or an authorized leave of absence and return to work within ninety (90) days following the Closing Date, and (y) shall meet the Purchaser Employment Conditions (any such Employee, a “Leave Employee”). If any Employee requires a work permit or employment pass as disclosed on Schedule 5.10(b)(ii) hereto for his or her employment with the Purchaser or any of the Purchaser Benefit Parties, the Purchaser shall, and shall cause the Purchaser Benefit Parties to, use commercially reasonable efforts to cause any such permit or pass to be obtained and in effect prior to the Employee Commencement Effective Time, and the Sellers shall, and shall cause the Seller Benefit Parties to, take all reasonably necessary or appropriate action at the Purchaser’s expense, as reasonably requested by the Purchaser, to assist in obtaining any such permit or pass prior to the Employee Commencement Effective Time.
(c) The Purchaser’s offers of employment to each such Hospital Employee shall be leased to Purchaser from Seller or provide for employment on the employing affiliate on substantially the following terms and conditions, which terms and conditions the Purchaser shall maintain or cause the applicable Purchaser Benefit Party to maintain for each Purchaser Employee for at least twelve (12) months following the Closing Date (or such shorter period as are set forth a Purchaser Employee is employed by the Purchaser following the Closing Date): (i) employment in a comparable position to the position such Employee Leasing Agreement. During held with the Transition PeriodSellers or their Affiliates immediately prior to the Closing Date, each leased Hospital Employee shall continue to participate in all Seller Plans on (ii) the same basis or greater base salary or rate of pay as in effect immediately prior to the Effective TimeClosing Date, subject (iii) other compensation and employee benefits that are substantially equivalent in the aggregate to the terms of compensation and benefits that are provided by Sellers and its Affiliates to such Employee immediately prior to the Employee Leasing Agreement.
Closing Date, and (biv) Purchaser covenants severance payments and agrees benefits that it shall make offers of employment (in are substantially equivalent positions), subject to the terms of the labor union agreements described on Schedule 2.13(b) and Section 5.15, severance benefits provided to all of the persons who are employees of (i) Seller with respect to the operation of the Hospitals or (ii) any affiliate of Seller which employs individuals at any of the Hospitals (whether such employees are full time employees, part-time employees or on leave of absence) as of the Transition Time (the "Hospitals' Employees")Employees under Lafarge North America Inc. Severance Pay Plan; provided, however, that no Hospitals' Employee who is on any disability or leave of absence at the Transition Time, other than leave of absence pursuant to the Family and Medical Leave Act of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability"), shall become a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability after the Transition Time. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after the Transition Time shall be referred to in this Agreement as the "Hired Employees". Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance) of each of the Hired Purchaser Employees on and after the Transition Time who are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available to the Hired Employees.
(c) Purchaser shall give all Hired Employees full credit for extended sick pay (Reserve Sick) as reflected covered by the Sick Pay Amount Labor Agreements (the “Represented Employees”) shall be as of the Closing Date, and all other paid time off pay, including CashPlus obligations of Seller and/or Seller's affiliates to such employees, either by (i) crediting such employees the time off reflected set out in the employment records of Seller and/or any of applicable Labor Agreement until such Labor Agreement’s expiration, modification or termination in accordance with its affiliates immediately prior to the Effective Time terms or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable to the Sick Pay Amount as of the Closing DateLaw.
(d) On Prior to the Closing, the Sellers and the Purchaser shall cooperate and the Purchaser shall take all action reasonably necessary in order for the Purchaser to assume, effective for periods after the Transition TimeClosing, Hired Employees the Labor Agreements; provided, that the liabilities and obligations under the Labor Agreements shall be eligible assumed only to the extent that such liabilities and obligations arise, relate to and are required to be performed during periods after the Closing. Notwithstanding any provision in this Agreement to the contrary, in no event shall the Purchaser Benefit Parties become responsible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for liabilities or other obligations under the Labor Agreements that arise or otherwise relate to periods of employment with Seller and Seller's affiliates, as applicable, occurring prior to the Transition Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) with respect to paid time off plans and retirement plans of Purchaser, and pre-existing condition limitations will be waived with respect to Hired Employees and their covered dependents under medical and hospital plans sponsored by Closing. The Purchaser unless such pre-existing condition limitations were applicable prior shall give written notice to the Transition Time. In addition, if prior counterparties to the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's or its affiliate's medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction Labor Agreements regarding Purchaser’s assumption of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical Labor Agreements when and health plan that covers Hired Employees on and after the Transition Time. Purchaser agrees that, for any employee subject to any collective bargaining agreement, if any eligibility described in this section differs from eligibility described as required by the collective bargaining agreement, the eligibility descriptions of the collective bargaining agreement shall prevailLabor Agreements.
(e) Within thirty As soon as practicable following the Closing, the Purchaser shall enter into arrangements with the Multiemployer Plans described in Schedule 5.10(e) hereto (30“Covered Multiemployer Plans”) days to become a new contributing employer therein with respect to the Business and effective for periods on and after the Hospitals' Employees Closing. With respect to the Covered Multiemployer Plans, the parties acknowledge and agree that they do not intend for the transactions contemplated by this Agreement to constitute a withdrawal from the Covered Multiemployer Plans but instead intend to satisfy the conditions set forth in Section 4204 of ERISA in respect of the Covered Multiemployer Plans. In furtherance thereof, the parties agree that they will cooperate in supplying information, documents and communications with the Covered Multiemployer Plans involved, and that the Purchaser shall maintain, for a period of five (other than 5) plan years commencing with the Retained Management Employeesfirst (1st) cease plan year beginning after the Closing Date, either a bond issued by a corporate surety company that is an acceptable surety for purposes of Section 412 of ERISA or an amount held in escrow by a bank or similar financial institution, satisfactory to such Covered Multiemployer Plan (as applicable, “4204 Bond”), which bond or escrow will be paid to the applicable Covered Multiemployer Plan if the Purchaser withdraws from the Covered Multiemployer Plan or fails to make a contribution when due at any time during the first five (5) plan years beginning after the Closing Date, in an amount equal to the greater of:
(i) the average annual contribution required to be employees of made by the Sellers and Seller Benefit Parties to the Covered Multiemployer Plan with respect to the operations under the applicable Labor Agreement for the three (3) plan years preceding the plan year in which the Closing Date occurs; and
(ii) the annual contribution that the Sellers and Seller's affiliates (as described Seller Benefit Parties were required to make to the Covered Multiemployer Plan with respect to the operations under the applicable Labor Agreement for the last plan year prior to the plan year in Section 4.9), such persons which the Closing Date occurs. The Sellers acknowledge and agree that they will be entitled secondarily liable to a distribution of their accounts each Covered Multiemployer Plan for withdrawal liability if the Purchaser withdraws from either Covered Multiemployer Plan within five (5) years and does not pay its withdrawal liability and any such withdrawal liability shall be considered an Assumed Liability under this Agreement and the Tenet Healthcare Corporation 40▇(▇)Parent and the Purchaser shall indemnify the Sellers for any such amounts.
Appears in 1 contract
Certain Employee Matters. (a) During the period (the "Transition Period") commencing at the Effective Time and ending immediately prior to 12:01 a.m. on the calendar day immediately following the last day of the term of the Employee Leasing Agreement as to each Hospital January 1, 2000 (as to each such Hospital, date being the "Transition TimeDate"), each Hospital Employee (as defined in paragraph (b) of this Section 5.3) shall remain an employee of its employer as of the Effective Time (whether such employer is Seller Seller, one of the Subsidiaries or an affiliate of Seller), subject to normal personnel actions occurring in the ordinary course of business and the terms of any applicable collective bargaining agreementsbusiness. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate Subsidiary or affiliate, on substantially the terms and conditions as are set forth in the Employee Leasing AgreementAgreements. During the Transition Period, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis as in effect immediately prior to the Effective Time, subject to the terms of the Employee Leasing AgreementAgreements.
(b) Purchaser covenants and agrees that it shall make offers of employment effective as of the Transition Date (in substantially equivalent positions), subject to the terms of the labor union agreements described on Schedule 2.13(b) and Section 5.15, to all of the persons who are employees of (i) Seller the Subsidiaries with respect to the operation of the Hospitals or (ii) any affiliate of Seller which employs individuals at any of the Hospitals as of the Transition Time (whether such employees are full time employees, part-time employees employees, on short-term disability or on leave of absence) as of the Transition Time (the "Hospitals' Employees"); provided, however, that no Hospitals' Employee who is on any disability or leave of absence at the Transition Time, other than leave of absence pursuant to Seller's policies, the Family and Medical Leave Act of 1993 or other similar local law law, but excluding those employees who have been granted long-term disability benefits as of the Closing) (such laws being collectively referred to herein as the "FMLA") ("Employee on DisabilityHospitals' Employees"), shall become a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability after the Transition Time. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Hospital Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after the Transition Time shall be referred to in this Agreement herein as the "Hired Employees"." Purchaser covenants and agrees that it shall continue to employ in comparable positions that number of the Hired Employees as shall be necessary to avoid any liability of Seller or any of its affiliates under WARN. Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, level of compensation and benefits, including without limitation health, dental, disability, life insurancehealth insurance plans containing a waiver of pre-existing conditions clause) of each of the Hired Employees on and after the Transition Time Date are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available to the Hired Employees.
(c) Purchaser shall give all Hired Employees full credit for extended accumulated sick pay (Reserve Sick) as reflected by the Sick Pay Amount as and for all of the Closing Date, accrued vacation and all other paid time off pay, including CashPlus obligations holiday pay of Seller and/or Seller's affiliates to such employees, either by (i) crediting such employees the accrued time off reflected in the employment records of Seller and/or any as of its affiliates day immediately prior to the Effective Time Transition Date or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; their accrued or accumulated holiday or vacation time, provided, however, this Section 5.3(c)(ii) that no payment to such employees shall not be applicable required with respect to accumulated sick time except to the Sick Pay Amount as of the Closing Dateextent required by Seller's policies with respect to accumulated sick time.
(d) On and after the Transition TimeDate, Hired Employees shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with Seller the Subsidiaries and Seller's affiliates, as applicable, on or prior to the Transition Time Date for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) with respect to paid time off plans and retirement plans of Purchaser), and pre-existing preexisting condition limitations will be waived with respect to Hired Employees and their covered dependents under medical and hospital plans sponsored by Purchaser unless such pre-existing preexisting condition limitations were applicable prior to the Transition TimeDate. In addition, if prior to the Transition Time Date a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's (or its affiliate's 's) medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees on and after following the Transition Time. Purchaser agrees that, for any employee subject to any collective bargaining agreement, if any eligibility described in this section differs from eligibility described by the collective bargaining agreement, the eligibility descriptions of the collective bargaining agreement shall prevailDate.
(e) Within thirty two (302) days years after Closing, Purchaser's Plan shall (i) be amended to provide for a plan-to-plan transfer from Seller's (or its affiliate's) plan with respect to the Hospitals' Employees (other than the Retained Management Employees) cease that is qualified under Section 401(a) and 401(k) of the Code, (ii) accept a transfer of assets from the above plan, (iii) file any required returns relating to the transfer with the Internal Revenue Service, and (iv) be employees amended to provide protected withdrawal and distribution rights relating to the transferred assets in accordance with Section 411(d)(6) of Seller and Sellerthe Code. For purposes of this Agreement, "Purchaser's affiliates (Plan" shall mean a retirement plan qualified under Section 401(a) of the Code that is sponsored by Purchaser or one of its controlled group or affiliated service group members, as described defined in Section 4.9), such persons will be entitled to a distribution 414 of their accounts under the Tenet Healthcare Corporation 40▇(▇)Code.
Appears in 1 contract
Certain Employee Matters. (a) During the period commencing on the Closing Date and ending on the five (5)-year anniversary of the Closing Date (the "Transition “Measuring Period") commencing at the Effective Time and ending immediately prior to 12:01 a.m. on the calendar day immediately following the last day of the term of the Employee Leasing Agreement as to each Hospital (as to each such Hospital, the "Transition Time"”), each Hospital Buyer shall, or shall cause its Affiliates (including the Company) to, grant, award, pay or otherwise disburse at least $5,000,000, in the aggregate (the “Continuing Employee shall remain an employee of its employer as of the Effective Time (whether such employer is Seller or an affiliate of SellerPool Amount”), subject to normal personnel actions occurring in the ordinary course of business and the terms of any applicable collective bargaining agreements. During the Transition Period, cash or until such earlier time as any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis as in effect immediately prior long-term incentive compensation to the Effective TimeCompany Continuing Employees pursuant to retention, subject to incentive compensation and severance plans or programs that Buyer or its Affiliates (including the terms of Company) may establish for the Employee Leasing AgreementCompany Continuing Employees during the Measuring Period.
(b) Purchaser covenants Buyer, the Company, the Sellers and agrees the Sellers’ Representative acknowledge and agree that it shall make offers of employment (in substantially equivalent positions), subject to the terms each of the labor union agreements described on Schedule 2.13(b) following shall be deemed to have been granted, awarded, paid or otherwise disbursed pursuant to this Section 5.19, and Section 5.15, shall be credited to all and applied toward the satisfaction of the persons who are employees of Continuing Employee Pool Amount: (i) Seller with respect all bonuses or other incentive compensation paid to the operation Company Continuing Employees (including pursuant to the Employment Agreements) during, or that relate to, the Measuring Period; provided, however, that, solely for the fiscal year of Buyer ending March 31, 2015, only an aggregate amount up to (but not exceeding) $500,000 of any such bonuses or other incentive compensation paid (whether paid before, on or after March 31, 2015) that relates to the fiscal year of Buyer ending March 31, 2015 shall be credited to and applied toward the satisfaction of the Hospitals or Continuing Employee Pool Amount; (ii) any affiliate of Seller which employs individuals at severance paid any Continuing Company Employee during, or that relates to, the period commencing on the Closing Date and ending on the two (2)-year anniversary of the Hospitals Closing Date, whether pursuant to the Employment Agreements, Section 5.4(a) or otherwise; and (whether iii) all restricted stock granted or awarded to any Company Continuing Employee (including pursuant to the Employment Agreements) during the Measuring Period in accordance with the Buyer’s 2006 Long-Term Equity Incentive Plan (as the same may be amended, restated, superseded or replaced, the “Buyer LTIP”) (each such employees are full time employeesgrant or award of restricted stock, part-time employees or on leave of absence) as of the Transition Time (the "Hospitals' Employees"a “Restricted Stock Awards”); provided, however, that no Hospitals' if, at any time during the Measuring Period, Buyer or any of its Affiliates (including the Company) terminates the employment of any Company Continuing Employee who is on any disability that received a Restricted Stock Award without “Cause” (as defined in the Buyer LTIP), then Buyer shall subsequently grant or leave of absence at award the Transition Timerestricted stock included in such Company Continuing Employee’s Restricted Stock Award to another Company Continuing Employee, other than leave of absence and such subsequent grant or award shall (x) be deemed to have been granted or awarded pursuant to this Section 5.19 but (y) not be credited to and applied toward the Family satisfaction of the Continuing Employee Pool Amount (provided that the original Restricted Stock Award relating to the Company Continuing Employee whose employment was so terminated will remain credited to and Medical Leave Act applied toward the satisfaction of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Continuing Employee on Disability"Pool Amount), shall become a Hired Employee andin each case subject to the terms of this Section 5.19. In furtherance of the foregoing, Purchaser shall have no liability or obligation if, at any time during the Measuring Period and with respect to any Company Continuing Employee on Disability after that was awarded or granted a Restricted Stock Award, the Transition Time. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain employment of such Company Continuing Employee with Buyer or any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or of its applicable affiliate as of the Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after the Transition Time shall be referred to in this Agreement as the "Hired Employees". Purchaser shall ensure that the terms and conditions of employment Affiliates (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurancethe Company) of each of the Hired Employees on and after the Transition Time are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available to the Hired Employees.
(c) Purchaser shall give all Hired Employees full credit for extended sick pay (Reserve Sick) as reflected by the Sick Pay Amount as of the Closing Date, and all other paid time off pay, including CashPlus obligations of Seller and/or Seller's affiliates to such employees, terminated either by (i) crediting such employees the time off reflected in the employment records of Seller and/or Company Continuing Employee for any of its affiliates immediately prior to the Effective Time reason or (ii) by making full payments to such employees Buyer or any of its Affiliates (including the amounts which such employees would have received had they taken such paid time off; providedCompany) for “Cause” (as defined in the Buyer LTIP), howeverthen, this Section 5.3(c)(ii) in either case, Buyer shall not be applicable required to grant or award such Company Continuing Employee’s Restricted Stock Award to any other Person, and the Sick Pay Amount as of the Closing Date.
(d) On and after the Transition Time, Hired Employees Restricted Stock Award to such Company Continuing Employee shall be eligible for a medical deemed to have been granted or awarded pursuant to this Section 5.19, and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with Seller credited to and Seller's affiliates, as applicable, prior to the Transition Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) with respect to paid time off plans and retirement plans of Purchaser, and pre-existing condition limitations will be waived with respect to Hired Employees and their covered dependents under medical and hospital plans sponsored by Purchaser unless such pre-existing condition limitations were applicable prior to the Transition Time. In addition, if prior to the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's or its affiliate's medical and health plan's current fiscal year, such amounts shall be applied toward the satisfaction of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees on and after the Transition Time. Purchaser agrees that, for any employee subject to any collective bargaining agreement, if any eligibility described in this section differs from eligibility described by the collective bargaining agreement, the eligibility descriptions of the collective bargaining agreement shall prevailContinuing Employee Pool Amount.
(e) Within thirty (30) days after the Hospitals' Employees (other than the Retained Management Employees) cease to be employees of Seller and Seller's affiliates (as described in Section 4.9), such persons will be entitled to a distribution of their accounts under the Tenet Healthcare Corporation 40▇(▇)
Appears in 1 contract
Certain Employee Matters. (a) During the period (the "Transition Period") commencing at the Effective Time and ending immediately prior to 12:01 a.m. on the calendar day immediately following the last day of the term of the Employee Leasing Agreement as to each Hospital (as to each such Hospital, the "Transition Time"), each Hospital Employee shall remain an employee of its employer as of the Effective Time (whether such employer is Seller or an affiliate of Seller), subject to normal personnel actions occurring in the ordinary course of business and the terms of any applicable collective bargaining agreements. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis as in effect immediately prior to the Effective Time, subject to the terms of the Employee Leasing Agreement.
(b) Purchaser The Company covenants and agrees that it shall make offers will maintain adequate staffing levels to effectively manage and operate the Business until the Closing Date (it being understood that so long as the Company fulfills this covenant the failure of any employees offered employment by the Buyer in accordance with the provisions of this Section 1.5 to accept such offer of employment shall not constitute a Business Material Adverse Effect (in substantially equivalent positionsas defined below), subject ). On or prior to the terms Closing Date, the Buyer shall offer employment to a minimum of 90% of the labor union agreements described individuals listed on Schedule 2.13(b) and Section 5.15, to all of the persons who are employees of (i) Seller with respect to the operation of the Hospitals or (ii) any affiliate of Seller which employs individuals at any of the Hospitals (whether such employees are full time employees, part-time employees or on leave of absence) as of the Transition Time 2.16 attached hereto (the "Hospitals' EmployeesERP List"); provided) who are still employees of the Company at such time on terms and conditions which, howevertaken as a whole, that no Hospitals' Employee who is on any disability or leave of absence at the Transition Time, other than leave of absence pursuant are substantially similar to the Family and Medical Leave Act of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability"), shall become a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability after the Transition Time. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after the Transition Time shall be referred to in this Agreement as the "Hired Employees". Purchaser shall ensure that the economic terms and conditions of such individuals' employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance) of each arrangements as of the Hired Employees date hereof. In the event that any individual on the ERP List is offered employment by the Buyer and declines such offer of employment, the Company shall not create or maintain any position (whether as an employee or consultant) for such individual in the Company's remaining operations for 12 months from and after the Transition Time are substantially equivalent to Closing Date. To the extent that provided the Hospitals' Employees any obligations arise as a result of the Effective Date; Purchaser termination of any individual's employment with the Company, including severance payments, stay bonuses and accrued vacation and sick time, such obligations shall also ensure that a 401(k) retirement plan option is made available to be and remain the Hired Employees.
(c) Purchaser shall give all Hired Employees full credit for extended sick pay (Reserve Sick) as reflected by the Sick Pay Amount as liability of the Closing Date, Company and all other paid time off pay, including CashPlus obligations of Seller and/or Seller's affiliates to such employees, either by (i) crediting such employees the time off reflected shall be satisfied in the employment records of Seller and/or any of its affiliates immediately full on or prior to the Effective Time or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable to the Sick Pay Amount as of the Closing Date.
(db) On From and after the Transition Timedate hereof through the Closing Date, Hired Employees the Buyer shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of entitled to contact the individuals listed on Schedule 1.5(b) attached hereto to discuss possible employment with Seller and Seller's affiliates, as applicable, the Buyer after the Closing Date.
(c) On or prior to the Transition Time for purposes Closing Date, the Company shall pay a pro rata portion of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) with respect to paid time off plans and retirement plans of Purchaser, and pre-existing condition limitations will be waived with respect to Hired Employees and their covered dependents the bonuses payable under medical and hospital plans sponsored by Purchaser unless such pre-existing condition limitations were applicable prior its current employee bonus program up to the Transition Time. In addition, if prior Closing Date to all eligible employees on the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's or its affiliate's medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction ERP List who are still employees of the deductible Company at the Closing Date (the "Employee Bonuses").
(d) Nothing expressed or out-of-pocket maximum in implied herein shall confer upon any past or present employee of the current fiscal year of Purchaser's medical Company, their representatives, beneficiaries, successors and health plan that covers Hired Employees on and after the Transition Time. Purchaser agrees thatassigns, for any employee subject to nor upon any collective bargaining agreementagent, if any eligibility described in this section differs from eligibility described by rights or remedies of any nature, including, without limitation, any rights to employment or continued employment with the collective bargaining agreementBuyer, the eligibility descriptions of Company, or any successor or affiliate; nor shall the collective bargaining agreement shall prevail.
(e) Within thirty (30) days after Buyer, the Hospitals' Employees (other than the Retained Management Employees) cease to Company or their affiliates be employees of Seller and Seller's affiliates precluded or prevented from terminating or amending any Employee Plan (as described in Section 4.9defined below), such persons will be entitled to a distribution of their accounts under the Tenet Healthcare Corporation 40▇(▇).
Appears in 1 contract
Sources: Asset Purchase Agreement (Geac Computer Systems Inc)
Certain Employee Matters. (a) During On the period (the "Transition Period") commencing at the Effective Time and ending immediately prior to 12:01 a.m. on the calendar day immediately following the last day of the term of the Employee Leasing Agreement as to each Hospital (as to each such HospitalClosing Date, the "Transition Time")Buyer will, each Hospital Employee shall remain an employee or will cause one of its employer Affiliates to, extend an offer of employment, effective as of the Effective Time Closing Date, to each Business Employees (whether i) at a base salary or hourly wage rate that is no less than the salary or rate set forth next to such employer employee’s name on Schedule 4.1(m)(i) and (ii) with a target bonus or commissions opportunity (as applicable) that is no less than the opportunity set forth next to such employee’s name on Schedule 4.1(m)(i), and subject to and conditioned on Buyer extending an offer of employment in accordance with this Section 7.1(a), on the Closing Date, Seller or an affiliate its respective Affiliate will provide written notice of Seller)termination, effective as of the Closing Date, to each Business Employee. Each such Business Employee who accepts such offer and commences service with Buyer or its Affiliate (each a “Transferred Employee”) will as of such Business Employee’s commencement of employment with Buyer and its Affiliates (the “Transfer Date”) (x) be eligible to participate in those employee benefit plans and programs of Buyer and its Affiliates (each, a “Buyer Benefit Plan”) that are made available to similarly situated employees, in each case subject to normal personnel actions occurring in the ordinary course of business and the terms of any applicable collective bargaining agreements. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate on substantially the terms and conditions as are set forth in of such Buyer Benefit Plan and the Employee Leasing Agreement. During the Transition Periodpolicies and procedures of Buyer or such Affiliate and (y) cease participation in, and accrual of benefits under, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis Business Benefit Plan, except as in effect immediately prior to the Effective Time, subject to the terms of the Employee Leasing Agreementotherwise required by law.
(b) Purchaser covenants Buyer will, and agrees that it shall make offers will cause its Affiliates to, recognize each Transferred Employee as a “new hire” of employment (Buyer or such Affiliate of Buyer in substantially equivalent positionsaccordance with this Section 7.1(b), subject to and, accordingly, the terms and conditions of each such Transferred Employees former employment or engagement with the Sellers or an Affiliate of the labor union agreements described on Schedule 2.13(b) and Section 5.15, Sellers or otherwise shall not be applicable to all such Transferred Employee’s employment or engagement by Buyer or such Affiliate of the persons who are employees of (i) Seller with respect to the operation of the Hospitals or (ii) any affiliate of Seller which employs individuals at any of the Hospitals (whether such employees are full time employees, part-time employees or on leave of absence) as of the Transition Time (the "Hospitals' Employees")Buyer; provided, however, that no Hospitals' each such Transferred Employee who is shall be provided service credit for purposes of eligibility (including, for purposes of any waiting periods and active employment requirements) and for level of paid time off and severance benefits, but not vesting or benefit accrual under Buyer’s or its Affiliates’ employee benefit plans based on any disability such Transferred Employee’s original hire date with such Seller or leave of absence at the Transition Timesuch Seller’s Affiliate, other than leave of absence pursuant to the Family and Medical Leave Act of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability")applicable; provided, shall become a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability after the Transition Time. Notwithstanding that notwithstanding the foregoing, Purchaser acknowledges that Seller has the rightfor purposes of accrual of paid time off only, but is not required, to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer such Transferred Employee’s period of employment with Purchaser as Buyer or such Affiliate of or after the Transition Time Buyer shall be referred deemed to include his or her period of employment with such Seller or such Seller’s Affiliate, as applicable. Buyer or ▇▇▇▇▇’s Affiliate shall have the sole right with respect to, and be solely responsible for, establishing all terms and conditions relating to the employment or engagement of any identified employee or independent contractor, and nothing contained in this Agreement as the "Hired Employees". Purchaser or otherwise shall ensure that the terms and conditions of employment (including initial positionobligate Buyer or Buyer’s Affiliate to hire or engage any employee, cash compensationindependent contractor, shifts, benefits, including without limitation health, dental, disability, life insurance) of each or consultant of the Hired Employees on and after the Transition Time are substantially equivalent to that provided the Hospitals' Employees as Sellers or an Affiliate of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available to the Hired EmployeesSellers.
(c) Purchaser shall give The Company or one of its Affiliates, as applicable, will offer and provide COBRA continuation coverage for all Hired Employees full credit for extended sick pay (Reserve Sick) “M&A qualified beneficiaries” as reflected by that term is defined in section 54.4980B-9 of the Sick Pay Amount Treasury Regulations including current or former employees of the Sellers or their dependents whose COBRA qualifying events occurred at or prior to the Closing and whose COBRA coverage is in effect as of the Closing DateClosing, and all other paid time off pay, including CashPlus obligations of Seller and/or Seller's affiliates to or whose election period for choosing such employees, either by (i) crediting such employees the time off reflected in the employment records of Seller and/or any of its affiliates immediately prior to the Effective Time or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall COBRA coverage has not be applicable to the Sick Pay Amount ended as of the Closing DateClosing.
(d) On At or prior to the Closing, the Company or one of its Affiliates, as applicable shall terminate and settle all payment obligations (contingent or otherwise) and other similar Liabilities on the part of Sellers or their Affiliates pursuant to the agreements set forth on Schedule 2.4(c) by written agreement with the counterparties to such agreements amending the applicable terms thereof such that, as of and after the Transition TimeClosing, Hired Employees shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with Seller and Seller's affiliates, as applicable, prior no party to the Transition Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) such an agreement or arrangement will have any rights or obligations thereunder with respect to paid time off plans such terminated and retirement plans of Purchasersettled payment obligations and other similar Liabilities, and pre-existing condition limitations will be waived with respect Sellers shall deliver evidence to Hired Employees and their covered dependents under medical and hospital plans sponsored by Purchaser unless such pre-existing condition limitations were applicable Buyer at or prior to Closing reflecting Sellers’ compliance with the Transition Time. In addition, if prior to the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's or its affiliate's medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees on and after the Transition Time. Purchaser agrees that, for any employee subject to any collective bargaining agreement, if any eligibility described in this section differs from eligibility described by the collective bargaining agreement, the eligibility descriptions of the collective bargaining agreement shall prevailforegoing.
(e) Within thirty The provisions of this Section 7.1 are for the sole benefit of the parties and nothing herein, express or implied, is intended or shall be construed to (30i) days obligate Buyer or Buyer’s Affiliate, after it has hired or engaged any employee or independent contractor, to continue to employ or engage any employee or independent contractor for any length of time, and the Hospitals' Employees employment or engagement of any such person shall be terminable at will at any time, (ii) constitute the establishment or adoption of or an amendment to any Employee Benefit Plan for purposes of ERISA or otherwise be treated as an amendment or modification of any Employee Benefit Plan or other compensation or benefit plan, agreement or arrangement, or (iii) confer upon or give any person, other than the Retained Management Employees) cease parties and their respective permitted successors and assigns, any legal or equitable third-party beneficiary or other rights or remedies with respect to be employees the matters provided for in this Section 7.1, under or by reason of Seller and Seller's affiliates (as described in Section 4.9), such persons will be entitled to a distribution any provision of their accounts under the Tenet Healthcare Corporation 40▇(▇)this Agreement.
Appears in 1 contract
Certain Employee Matters. (a) During the period Federated (the "Transition Period"or its Subsidiaries) commencing at the Effective Time and ending immediately prior shall offer to 12:01 a.m. on the calendar day immediately following the last day of the term of the Employee Leasing Agreement as to each Hospital (as to each such Hospitalhire, the "Transition Time"), each Hospital Employee shall remain an employee of its employer effective as of the Effective Time Closing, those employees of Seller identified on Schedule 6.1.2 in accordance with Federated’s normal hiring process, policies and procedures, which, for the avoidance of doubt, include specific eligibility requirements (whether such employer is Seller or an affiliate of Seller)e.g., subject to normal personnel actions occurring in the ordinary course of business background checks) and the terms of any applicable collective bargaining agreements. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be a requirement that each Person who becomes an employee execute and deliver certain standard agreements, such as those identified in Section 6.1.2(b) below, and standards and code of conduct, before or upon the commencement of employment. Each such employer, each such Hospital Employee offer of employment shall be leased to Purchaser from Seller provide for base salary or the employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis as base pay that is no less favorable than that in effect for such employee immediately prior to the Effective Time, subject Closing except as otherwise provided in any Employment Agreement signed by such employee. Each such offer also will contemplate that such employee will have at the time such employee becomes an employee of Federated (or its Subsidiaries) generally the same responsibilities (except for those employees responsible for fixed income Products) as such employee had for Seller immediately prior to the terms of the Employee Leasing AgreementClosing, except as otherwise provided in any Employment Agreement signed by such employee.
(b) Purchaser covenants and agrees that it shall make offers of employment (in substantially equivalent positions), subject to As soon as practicable following the terms of the labor union agreements described date on Schedule 2.13(b) and Section 5.15, to all of the persons who are employees of (i) Seller with respect to the operation of the Hospitals or (ii) any affiliate of Seller which employs individuals at any of the Hospitals (whether such employees are full time employees, part-time employees or on leave of absence) as of the Transition Time (the "Hospitals' Employees"); provided, however, that no Hospitals' Employee who is on any disability or leave of absence at the Transition Time, other than leave of absence pursuant to the Family and Medical Leave Act of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability"), shall become a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability after the Transition Time. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as is extended by Federated or any of or after its Subsidiaries to the Transition Time employees of Seller identified on Schedule 6.1.2 (and, in any event, prior to the Closing), Seller shall be referred to in this Agreement as the "Hired Employees". Purchaser shall ensure that the terms and conditions request those employees of Seller who have accepted Federated’s offer of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurancethe “Transferring Employees”) of each to execute and deliver one or more of the Hired Employees on following agreements (as determined by Federated): (i) an intellectual property assignment agreement; (ii) a non-solicitation agreement; (iii) a confidentiality agreement; or (iv) an offer letter or other agreement, in each case in the forms reasonably acceptable to Federated. In the event that any such employee does not promptly execute and after deliver any such agreement, Seller shall (and the Transition Time are substantially equivalent Owner Parties shall cause Seller to) discuss with such employee prior to Closing, and cooperate with Federated in any discussion Federated has with such employee prior to Closing as to, the reasons for such request, the importance thereof, and that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available if such employee fails to the Hired Employeesexecute and deliver any such agreement required by Federated such employee will not become employed by Federated (or its Subsidiaries).
(c) Purchaser shall give all Hired Employees full credit for extended sick pay (Reserve Sick) Except to the extent that Federated requires a Transferring Employee to execute and deliver an Employment Agreement contemporaneously with the execution and delivery of this Agreement as reflected by the Sick Pay Amount as of on Schedule 1 (which Employment Agreement shall become effective upon the Closing Dateoccurring), Seller shall (and all the Owner Parties shall cause Seller to) request each other paid time off pay, including CashPlus obligations of Seller and/or Seller's affiliates Transferring Employee who is being asked to such employees, either by (i) crediting such employees execute an Employment Agreement as contemplated in Schedule 1 to execute and deliver the time off reflected in Employment Agreement as soon as practicable after the employment records of Seller and/or any of its affiliates immediately prior to the Effective Time or (ii) by making full payments to such employees of the amounts date on which such employees would have received had they taken such paid time off; providedoffer is extended (and, however, this Section 5.3(c)(ii) shall not be applicable to the Sick Pay Amount as of the Closing Date.
(d) On and after the Transition Time, Hired Employees shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with Seller and Seller's affiliates, as applicablein any event, prior to the Transition Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) with respect to paid time off plans and retirement plans of Purchaser, and pre-existing condition limitations will be waived with respect to Hired Employees and their covered dependents under medical and hospital plans sponsored by Purchaser unless such pre-existing condition limitations were applicable prior to the Transition Time. In addition, if prior to the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's or its affiliate's medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees on and after the Transition Time. Purchaser agrees that, for any employee subject to any collective bargaining agreement, if any eligibility described in this section differs from eligibility described by the collective bargaining agreement, the eligibility descriptions of the collective bargaining agreement shall prevail.
(e) Within thirty (30) days after the Hospitals' Employees (other than the Retained Management Employees) cease to be employees of Seller and Seller's affiliates (as described in Section 4.9Closing), such persons will be entitled to a distribution of their accounts under which Employment Agreement shall become effective upon the Tenet Healthcare Corporation 40▇(▇)Closing.
Appears in 1 contract
Sources: Asset Purchase Agreement (Federated Investors Inc /Pa/)
Certain Employee Matters. (a) During the period (the "Transition Period") commencing at the Effective Time and ending immediately prior to 12:01 a.m. on the calendar day immediately following the last day of the term of the Employee Leasing Agreement as to each Hospital (as to each such Hospital, the "Transition Time"), each Hospital Employee shall remain an employee of its employer as of the Effective Time (whether such employer is Seller or an affiliate of Seller), subject to normal personnel actions occurring in the ordinary course of business and the terms of any applicable collective bargaining agreements. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis as in effect immediately prior to the Effective Time, subject to the terms of the Employee Leasing Agreement.
(b) Purchaser covenants and agrees that it Buyer shall make offers of employment to the employees of Seller listed on Schedule 8.1 (in substantially equivalent positionscollectively, the “Employees”), subject and Seller shall terminate the employment of all Employees, as of and conditioned upon the occurrence of the Closing. Buyer and Seller hereby acknowledge that any such offers of employment to the terms Employees shall be made on an at-will basis. If accepted, each hired Employee shall commence employment with Buyer effective as of the labor union agreements described on Schedule 2.13(b) and Section 5.15Closing Date and, to all the extent required by any provision of the persons who are employees WARN Acts, such employment shall be on terms and conditions substantially similar to the Hired Employee’s terms and conditions of (i) Seller employment with Seller; except, notwithstanding the foregoing, Buyer agrees to compensate such Employee at an annual rate no less than the rate set forth in the “Total” column of Schedule 8.1. Schedule 8.1 accurately sets forth, by Location with respect to the operation of the Hospitals or (ii) any affiliate each Employee of Seller which employs individuals at such Location (including any of the Hospitals (whether such employees are full time employees, part-time employees or on leave of absence) as of the Transition Time (the "Hospitals' Employees"); provided, however, that no Hospitals' Employee who is on any disability or a leave of absence at or on temporary layoff status subject to recall): (a) the Transition Time, other than leave name of absence pursuant to such Employee and the Family date as of which such Employee was originally hired by Seller and Medical Leave Act whether the Employee is on an active or inactive status; (b) such Employee’s title and classification and (c) any governmental authorization or Permit that is held by such Employee and that is used in connection with Seller’s Business. Nothing contained in this Agreement shall create any contract of 1993 employment or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability"), shall become a Hired Employee and, Purchaser shall have promise of continued employment with Buyer for any specified period and no liability or obligation with respect third party beneficiary rights are provided to any Employee on Disability after pursuant to this Agreement. Accordingly, Buyer and Seller acknowledge that the Transition Time. Notwithstanding the foregoingactual employment of any Employee shall, Purchaser acknowledges that Seller has the except as provided herein, be subject to Buyer’s right, but is not requiredin its sole discretion, to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b)establish and modify, which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after the Transition Time shall be referred from time to in this Agreement as the "Hired Employees". Purchaser shall ensure that time, the terms and conditions of the Employee’s employment (including initial positionand to terminate such employment at any time. Except as Buyer may otherwise expressly agree in writing, cash compensationany Employee hired by Buyer shall be treated as a new, shiftsat-will employee of Buyer; provided that, benefits, including without limitation health, dental, disability, life insurance) of each of the such Hired Employees on shall be permitted to enroll and after the Transition Time are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available to the Hired Employees.
(c) Purchaser shall give all Hired Employees full credit for extended sick pay (Reserve Sick) as reflected by the Sick Pay Amount commence active participation in Buyer’s employee benefit plans effective as of the Closing Date, and all other paid time off pay, including CashPlus obligations of Seller and/or Seller's affiliates to such employees, either by Date (i) crediting such employees the time off reflected in the employment records of Seller and/or any of its affiliates immediately prior to the Effective Time or (ii) by making with full payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable to the Sick Pay Amount as of the Closing Date.
(d) On and after the Transition Time, Hired Employees shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment prior service with Seller and Seller's affiliatesand, as applicable, prior to the Transition Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) with respect to paid time off plans and retirement plans Buyer’s welfare plans, waiver of Purchaser, and pre-existing condition limitations will be waived (to the extent satisfied under Seller’s corresponding plan prior to Closing) and recognition of all co-pays and deductibles paid under Seller’s corresponding plans during the year of Closing). Buyer shall not take any action on or after the Closing Date that would cause any loss of employment by Seller’s Employees on or prior to the Closing Date (including as a result of the consummation of the transaction contemplated by this Agreement) to constitute a “plant closing,” “mass layoff,” “termination of operations” or similar event under any provision of the WARN Acts and Buyer shall provide any required notices under the WARN Acts with respect to Hired any loss of employment affecting Employees and their covered dependents under medical and hospital plans sponsored by Purchaser unless such pre-existing condition limitations were applicable prior to that occurs on or after the Transition Time. In addition, if prior to the Transition Time Closing Date (including as a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's or its affiliate's medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction result of the deductible or out-of-pocket maximum consummation of the transaction contemplated by this Agreement). For the avoidance of doubt, it is the intent of the partiers that Buyer’s obligations under this Section 8.1.1 be limited to (a) only those requirement necessary in order to avoid a “plant closing,” “mass layoff,” “termination of operations” and similar event under any provision of the WARN Acts as a result of the termination of the Employees employment with Seller as a result of the consummation of the transaction contemplated by this Agreement and (b) hiring the Employees set forth on Schedule 8.1 and providing such Employees annual compensation no less than the rate set forth in the current fiscal year of Purchaser's medical “Total” column, and health plan that covers Hired Employees on in each case (a) and after (b), Buyer shall otherwise be permitted to renegotiate and terminate the Transition Time. Purchaser agrees that, for any employee subject to any collective bargaining agreement, if any eligibility described in this section differs from eligibility described by the collective bargaining agreement, the eligibility descriptions employment of the collective bargaining agreement shall prevailEmployees at such times and for such reasons as Buyer sees fit.
(e) Within thirty (30) days after the Hospitals' Employees (other than the Retained Management Employees) cease to be employees of Seller and Seller's affiliates (as described in Section 4.9), such persons will be entitled to a distribution of their accounts under the Tenet Healthcare Corporation 40▇(▇)
Appears in 1 contract
Sources: Asset Purchase Agreement (Corporate Resource Services, Inc.)
Certain Employee Matters. (a) During Schedule 5.14(a) lists all employees of Seller who work exclusively in the period (the "Transition Period") commencing at the Business. Effective Time and ending immediately prior to 12:01 a.m. on the calendar day immediately following the last day of the term of the Employee Leasing Agreement as to each Hospital (as to each such Hospital, the "Transition Time"), each Hospital Employee shall remain an employee of its employer as of the Effective Time Closing Date, Purchaser shall offer to employ each employee listed on Schedule 5.14(a) and shall provide to each employee who accepts such offer of employment (whether each such employer accepting employee, a “Retained Employee”) compensation (including such employee’s base salary or hourly rate of pay and working hours and bonus opportunity) that is Seller or an affiliate of Seller)at least substantially comparable, subject to normal personnel actions occurring in the ordinary course of business aggregate, to the compensation that was provided to such Retained Employee on the Closing Date and benefits that are at least substantially comparable, in the terms aggregate, to the benefits that were provided to such Retained Employee on the Closing Date. Purchaser shall not terminate the employment of any applicable collective bargaining agreements. During individual designated as “key personnel” on Schedule 5.14(a) for so long as the Transition Period, Services Agreement remains in effect. Purchaser may substitute one or until such earlier time as any such Hospital Employee ceases to be more “corporate” level employees of Seller for an employee equivalent number of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate employees identified on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis as in effect immediately Schedule 5.14(a) by notice given not less than five business days prior to the Effective Time, subject Closing (in which case the provisions of this Section 5.14 shall apply to such employees as if they were listed on Schedule 5.14(a) and the parties shall agree to appropriate adjustments to the terms of the Employee Leasing AgreementTransition Services Agreement to reflect any such substitution).
(b) During the 90 days following the closing, Purchaser covenants and agrees that it shall make offers of may offer employment (in substantially equivalent positions), subject to the terms employees of Seller identified as "transition employees" on Schedule 5.14(b); provided that the transfer of the labor union agreements described on Schedule 2.13(b) and Section 5.15, employment of any such transition employee shall occur at such time during such 90 day period as may be agreed to all of the persons who are employees of (i) Seller with respect to the operation of the Hospitals or (ii) any affiliate of Seller which employs individuals at any of the Hospitals (whether such employees are full time employees, part-time employees or on leave of absence) as of the Transition Time (the "Hospitals' Employees"); provided, however, that no Hospitals' Employee who is on any disability or leave of absence at the Transition Time, other than leave of absence pursuant to the Family and Medical Leave Act of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability"), shall become a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability after the Transition Time. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after the Transition Time shall be referred to in this Agreement as the "Hired Employees"Seller. Purchaser shall ensure that use commercially reasonable efforts to identify those transition employees to whom it will offer employment as soon as practicable following the terms and conditions date hereof. Upon the transfer of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance) of each any of the Hired Employees on and after the Transition Time are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available such transition employees to the Hired EmployeesPurchaser, such transition employees shall be deemed to be Retained Employees for all purposes hereunder.
(c) Purchaser shall give treat or cause to be treated all Hired Employees full credit service completed by any Retained Employee with Seller the same as service completed with the Company or Purchaser for extended sick pay all purposes, including waiting periods relating to preexisting conditions under medical plans, eligibility for and amount of severance pay, eligibility to participate in, vesting or payment of benefits under, and eligibility for early retirement or any subsidized benefit provided for under any “employee benefit plan” (Reserve Sickas defined in Section 3(3) as reflected of ERISA, whether or not such employee benefit plan is subject to ERISA) maintained by the Sick Pay Amount as Purchaser or any of its Affiliates on or after the Closing Date. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, without limitation, any “employee welfare benefit plan” as defined in Section 3(1) of ERISA whether or not such employee welfare benefit plan is subject to ERISA), expenses and all other paid time off pay, including CashPlus obligations of Seller and/or Seller's affiliates to such employees, either claims previously recognized for similar purposes under the applicable Company Benefit Plan shall be credited or recognized under the comparable plan maintained after the Closing Date by (i) crediting such employees the time off reflected in the employment records of Seller and/or Purchaser or any of its affiliates immediately prior to the Effective Time or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable to the Sick Pay Amount as of the Closing DateAffiliates.
(d) On Purchaser will credit each Retained Employee hired by Purchaser or its Affiliates with at least such number of unused vacation days and after other paid time off accrued by such employee with the Transition Time, Hired Employees shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with Seller and Seller's affiliates, as applicable, or its Subsidiaries prior to the Transition Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) Closing Date in accordance with respect to paid time off plans and retirement plans of Purchaser, and pre-existing condition limitations will be waived with respect to Hired Employees and their covered dependents under medical and hospital plans sponsored by Purchaser unless such pre-existing condition limitations were applicable prior to the Transition Time. In addition, if prior to the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's ’s or its affiliate's medical and health plan's current fiscal yearSubsidiaries’ personnel policies applicable to such employees on the date hereof, such amounts shall be applied toward satisfaction copies of the deductible or out-of-pocket maximum in the current fiscal year of which have been made available to Purchaser's medical and health plan that covers Hired Employees on and after the Transition Time. Purchaser agrees that, for any employee subject to any collective bargaining agreement, if any eligibility described in this section differs from eligibility described by the collective bargaining agreement, the eligibility descriptions of the collective bargaining agreement shall prevail.
(e) Within thirty Purchaser shall reimburse Seller for all costs incurred as a result of the termination of employment of any employee listed on Schedule 5.14(a) who does not become employed by Purchaser. Costs for which Seller shall be indemnified under this Section 5.14 include, but are not limited to severance payments under the Seller’s severance plan or program, payments due under any employment agreement or offer letter, outplacement fees or unemployment compensation costs incurred by Seller or any expenses under the WARN Act for such employees.
(30f) days after This Section 5.14 of this Agreement is intended to be for the Hospitals' Employees (other than benefit of the Retained Management Employees) cease to Employees and may be employees of Seller and Seller's affiliates (as described in Section 4.9), enforced by such persons will be entitled to a distribution of their accounts under the Tenet Healthcare Corporation 40▇(▇)employees.
Appears in 1 contract
Sources: Purchase Agreement (Globix Corp)
Certain Employee Matters. For a period of no less than six (6) months following the Closing, Buyer will, or will cause the Acquired Companies to, provide those employees who are employed by the Company on the Closing Date (including employees on vacation, leave of absence, or short or long-term disability, but excluding (x) any employes who are covered by a Collective Bargaining Agreement, whose compensation and benefits shall continue to be provided in accordance with such applicable Collective Bargaining Agreement and (y) the Specified Employees (the “Continuing Employees”)) with (a) During the period (the "Transition Period") commencing at the Effective Time and ending immediately prior to 12:01 a.m. on the calendar day immediately following the last day of the term of the Employee Leasing Agreement as to each Hospital an annual base salary or base hourly wage rate (as applicable) that are, in each case, no less favorable than those being provided to each such Hospital, Continuing Employees by the "Transition Time"), each Hospital Employee shall remain an employee of its employer as of the Effective Time (whether such employer is Seller or an affiliate of Seller), subject to normal personnel actions occurring in the ordinary course of business and the terms of any applicable collective bargaining agreements. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis as in effect Acquired Companies immediately prior to the Effective TimeClosing, (b) cash bonus and commission opportunities and severance benefits (excluding the Phantom Equity Plan, retention or change-in-control-related opportunities) that are, in each case, no less favorable than those provided to similarly situated employees of Buyer, and (c) health, welfare and fringe benefits commensurate with those provided to, at Buyer’s election, (Y) to such Continuing Employee by the Acquired Companies immediately prior to the Closing or (Z) those provided to similarly situated employees of Buyer. Buyer will, or will cause the Acquired Companies to, (i) provide the Specified Employees and Continuing Employees service credit for eligibility for 401(k) plans, vesting and vacation accruals, under any employee benefit plans or arrangements maintained by Buyer or the Acquired Companies that Buyer, in its discretion, makes available to such Specified Employees and Continuing Employees (collectively, the “Buyer Plans”) for such Specified Employees’ and Continuing Employees’ service with the Company to the same extent recognized by the Company; provided, however, that no such service will be required to be recognized to the extent such recognition would result in the duplication of benefits, subject to the terms of the Employee Leasing Agreement.
Buyer Plan; (bii) Purchaser covenants take commercially reasonable efforts to waive all limitations as to preexisting conditions, exclusions and agrees that it shall make offers of employment (in substantially equivalent positions), subject to the terms of the labor union agreements described on Schedule 2.13(b) and Section 5.15, to all of the persons who are employees of (i) Seller waiting periods with respect to participation and coverage requirements applicable to the operation of the Hospitals or (ii) Specified Employees and Continuing Employees under any affiliate of Seller Buyer Plan that is a welfare benefit plan in which employs individuals at any of the Hospitals (whether such employees are full time employees, part-time employees or on leave of absence) as of the Transition Time (the "Hospitals' Employees"); provided, however, that no Hospitals' Employee who is on any disability or leave of absence at the Transition Time, other than leave of absence pursuant eligible to the Family and Medical Leave Act of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability"), shall become a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability participate after the Transition Time. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after the Transition Time shall be referred to in this Agreement as the "Hired Employees". Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance) of each of the Hired Employees on and after the Transition Time are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available to the Hired Employees.
(c) Purchaser shall give all Hired Employees full credit for extended sick pay (Reserve Sick) as reflected by the Sick Pay Amount as of the Closing Date, ; and all other paid time off pay, including CashPlus obligations of Seller and/or Seller's affiliates (iii) take commercially reasonable efforts to provide credit under any such employees, either by (i) crediting such employees the time off reflected in the employment records of Seller and/or welfare plan for any of its affiliates immediately prior to the Effective Time or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable to the Sick Pay Amount as of the Closing Date.
(d) On and after the Transition Time, Hired Employees shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with Seller and Seller's affiliates, as applicable, prior to the Transition Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) with respect to paid time off plans and retirement plans of Purchaser, and pre-existing condition limitations will be waived with respect to Hired Employees Closing co-payments, deductibles and their covered dependents under medical and hospital plans sponsored by Purchaser unless such pre-existing condition limitations were applicable prior to the Transition Time. In addition, if prior to the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's or its affiliate's medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction expenditures for the remainder of the deductible or out-of-pocket maximum in coverage period during which any transfer of coverage occurs solely to the current fiscal year of Purchaser's medical and health plan that covers Hired Employees on and after extent the Transition Time. Purchaser agrees that, for any employee subject to any collective bargaining agreement, if any eligibility described in this section differs from eligibility described by the collective bargaining agreement, the eligibility descriptions records of the collective bargaining agreement analogous Company plans reflect such payments were made under such plan. No provision of this Agreement shall prevail.
(ei) Within thirty create any third-party beneficiary or other rights in any current or former employee, director, manager, officer, independent contractor or other service provider of the Acquired Companies to enforce the provisions of this Section 7.13, (30ii) days after be construed as an amendment, waiver or creation of any Company Benefit Plan (whether of the Hospitals' Employees (other than the Retained Management Employees) cease to be employees Acquired Companies, Sellers, Buyer or any of Seller and Seller's affiliates (as described in Section 4.9their respective Affiliates), such persons will be entitled (iii) limit in any way the right of the Acquired Companies, Sellers, Buyer, or their respective Affiliates to a distribution amend or terminate any Company Benefit Plan at any time, or (iv) create any right to employment, continued employment, or any term or condition of employment with the Acquired Companies, Buyer, or their accounts under the Tenet Healthcare Corporation 40▇(▇)respective Affiliates.
Appears in 1 contract
Certain Employee Matters. (a) During the period (the "Transition Period") commencing at the Effective Time and ending immediately prior to 12:01 a.m. on the calendar day immediately following the last day of the term of the Employee Leasing Agreement as to each Hospital (as to each such Hospital, the "Transition Time"), each Hospital Employee shall remain an employee of its employer as of the Effective Time (whether such employer is Seller or an affiliate of Seller), subject to normal personnel actions occurring in the ordinary course of business and the terms of any applicable collective bargaining agreements. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis as in effect immediately prior to the Effective Time, subject to the terms of the Employee Leasing Agreement.
(b) Purchaser covenants and agrees that it shall make offers of employment (in substantially equivalent positions), subject to the terms of the labor union agreements described on Schedule 2.13(b) and Section 5.15, to all of the persons who are employees of (i) Seller the Subsidiaries with respect to the operation of the Hospitals or (ii) any affiliate of Seller which employs individuals at any of the Hospitals Hospitals, (whether such employees are full time employees, part-time employees employees, on short-term disability or on leave of absence) as of the Transition Time (the "Hospitals' Employees"); provided, however, that no Hospitals' Employee who is on any disability or leave of absence at the Transition Time, other than leave of absence pursuant to Seller's policies, the Family and Medical Leave Act of 1993 or other similar local law law, but excluding those employees who have been granted long-term disability benefits) as of the Closing Date (such laws being collectively referred to herein as the "FMLA") ("Employee on DisabilityHospitals' Employees"), shall become a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability after the Transition Time. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Hospital Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), Section
(a) which individuals will remain employed by Seller or its applicable affiliate as of the Transition Effective Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after the Transition Effective Time shall be referred to in this Agreement herein as the "Hired Employees". Purchaser covenants and agrees that it shall continue to employ in comparable positions that number of the Hired Employees as shall be necessary to avoid any liability of Seller under WARN. Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, level of compensation and benefits, including without limitation health, dental, disability, life insurancehealth insurance plans containing a waiver of pre-existing conditions clause) of each of the Hired Employees on and after the Transition Time Closing Date are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available to the Hired Employees.
(cb) Purchaser shall give all Hired Employees full credit for extended accumulated sick pay (Reserve Sick) as reflected by the Sick Pay Amount as and for all of the Closing Date, accrued vacation and all other paid time off pay, including CashPlus obligations holiday pay of Seller and/or Seller's affiliates to such employees, either by (i) crediting such employees the accrued time off reflected in the employment records of Seller and/or any as of its affiliates immediately prior to the Effective Time Closing Date or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; their accrued or accumulated holiday or vacation time, provided, however, this Section 5.3(c)(ii) that no payment to such employees shall not be applicable required with respect to accumulated sick time except to the Sick Pay Amount as of extent required by Seller's policies with respect to accumulated sick time.
(c) After the Closing Date.
(d) On and after the Transition Time, Hired Employees shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with Seller the Subsidiaries and Seller's affiliates, as applicable, on or prior to the Transition Time Closing Date for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) with respect to paid time off plans and retirement plans of Purchaser), and pre-existing preexisting condition limitations will be waived with respect to Hired Employees and their covered dependents under medical and hospital plans sponsored by Purchaser unless such pre-existing preexisting condition limitations were applicable on or prior to the Transition TimeClosing Date. In addition, if on or prior to the Transition Time Closing Date a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's (or its affiliate's 's) medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees on and after following the Transition Time. Purchaser agrees that, for any employee subject to any collective bargaining agreement, if any eligibility described in this section differs from eligibility described by the collective bargaining agreement, the eligibility descriptions of the collective bargaining agreement shall prevailClosing Date.
(ed) Within thirty two (302) days years after Closing, Purchaser's Plan shall (i) be amended to provide for a plan-to-plan transfer from Seller's (or its affiliate's) plan with respect to the Hospitals' Employees (other than the Retained Management Employees) cease to be employees that is qualified under Section 401(a) and 401(k) of Seller and Seller's affiliates the Code, (as described in Section 4.9)ii) accept a transfer of assets from the above plan, such persons will be entitled to a distribution of their accounts under the Tenet Healthcare Corporation 40▇(▇)iii) file any 36 41
Appears in 1 contract
Certain Employee Matters. (a) During the period The Purchaser and GDS shall indemnify, defend and hold CD&L and Seller harmless from any and all liabilities due or which may become due to, or in respect of, any Seller Employee, (the "Transition Period") commencing except for liabilities under ERISA at the Effective Time and ending immediately Closing Date which arise from CD&L's 401(k) plan) whether arising prior to, at or after the Closing, including but not limited to 12:01 a.m. on the calendar day immediately following the last day any liability arising from or related to his termination of the term of the Employee Leasing Agreement as to each Hospital (as to each such Hospital, the "Transition Time"), each Hospital Employee shall remain an employee of its employer as of the Effective Time (whether such employer is employment by Seller or an affiliate Purchaser of Seller), subject to normal personnel actions occurring any Seller Employee and/or any reduction in the ordinary course compensation, benefits, terms or conditions of business and the terms of any applicable collective bargaining agreements. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis as in effect immediately prior to the Effective Time, subject to the terms of the Employee Leasing Agreementhis employment.
(b) From and after the Closing, the Purchaser covenants shall credit Seller Employees for all service with the Seller and agrees that it shall make offers of employment (in substantially equivalent positions), subject its Affiliates prior to the terms Closing for purposes of eligibility and vesting under all employee benefit plans, programs, policies, and fringe benefits of the labor union agreements described Purchaser in which they become participants on Schedule 2.13(b) and Section 5.15, to all of or after the persons who are employees of (i) Seller with Closing. With respect to any medical or dental benefit plan in which Seller Employees participate after the operation of the Hospitals Closing, Purchaser shall waive or cause to be waived any waiting periods, pre-existing condition exclusions and actively-at-work requirements (ii) any affiliate of Seller which employs individuals at any of the Hospitals (whether such employees are full time employees, part-time employees or on leave of absence) as of the Transition Time (the "Hospitals' Employees"); provided, however, that no Hospitals' such waiver shall apply to a pre-existing condition of any Seller Employee who is on any disability or leave of absence at the Transition Timewas, other than leave of absence pursuant to the Family and Medical Leave Act of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability"), shall become a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability after the Transition Time. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (Closing, excluded from participation in the "Retained Management Employees"Seller's medical and/or dental plan by virtue of such pre-existing condition). Any , and shall provide that any covered expenses incurred on or before the Closing by a Seller Employee or a Seller Employee's covered dependent shall be taken into account for purposes of the Hospitals' Employees who accept an offer of employment with Purchaser as of or satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Transition Time shall be referred to in this Agreement as the "Hired Employees". Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance) of each of the Hired Employees on and after the Transition Time are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available Closing to the Hired Employeessame extent as such expenses are taken into account for the benefit of similarly situated employees of Purchaser.
(c) Purchaser shall give all Hired Employees full credit for extended sick pay (Reserve Sick) as reflected by the Sick Pay Amount as As of the Closing DateClosing, all Seller Employees shall cease active participation in all employee benefit plans and all other paid time off pay, including CashPlus obligations arrangements of Seller and/or Seller's affiliates to such employees, either by or its Affiliates.
(i) crediting Effective upon the Closing, the Purchaser shall be solely responsible and liable for providing "COBRA" coverage to all Seller Employees and their qualifying beneficiaries who experience a "qualifying event" on or after the Closing and for providing (or continuing to provide) COBRA coverage with respect to any former employee of the Seller and their qualifying beneficiaries who experience or experienced a "qualifying event" before, on or after the Closing. For purposes of this paragraph, COBRA coverage refers to continued health coverage in accordance with the provisions of Section 4980B of the Code and Section 601 et. seq. of ERISA and the term "qualifying event" shall have the meaning given such employees the time off reflected in the employment records of Seller and/or any of its affiliates immediately prior to the Effective Time or term under such Sections.
(ii) by making If the Purchaser is unable to cause the Seller Employees to have COBRA coverage on reasonable financial terms, such Seller Employees shall remain on the Seller's plan if (x) the Seller's plan so permits and (y) the Purchaser pays to CD&L the full payments cost of having any Seller Employee on Seller's plan prior to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable to the Sick Pay Amount as of the Closing Date.
(d) On and after the Transition Time, Hired Employees shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with Seller and Employee being put on Seller's affiliatesplan. The Purchaser and GDS shall indemnify, as applicabledefend and hold CD&L and the Seller harmless from any and all liabilities due or that may become due to, prior to the Transition Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) or in respect of, any Seller Employee in connection with respect to paid time off plans and retirement plans of Purchaser, and pre-existing condition limitations will be waived with respect to Hired Employees and their covered dependents under medical and hospital plans sponsored by Purchaser unless such pre-existing condition limitations were applicable prior to the Transition Time. In addition, if prior to the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's or its affiliate's medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees on and after the Transition Time. Purchaser agrees that, for any employee subject to any collective bargaining agreement, if any eligibility described in this section differs from eligibility described by the collective bargaining agreement, the eligibility descriptions of the collective bargaining agreement shall prevailCOBRA.
(e) Within thirty Without limitation of any other provision of this Agreement:
(30i) Purchaser assumes liability for any earned and unused vacation time of each Seller Employee accrued as of the Closing, and shall pay such accrued unused vacation pay or provide such accrued unused vacation days following the Closing on the same terms as were in effect under Seller's vacation policy with respect to such Seller Employees prior to the Closing; and
(ii) Purchaser assumes liability for any and all disability benefits payable on or after the Hospitals' Employees (other than the Retained Management Employees) cease Closing with respect to be employees any former employee of Seller and Seller's affiliates who terminated employment prior to the Closing (as described set forth on Schedule 5.2(e) which may be updated at the Closing).
(f) The Purchaser agrees to assume the employment agreements between the Seller and ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, (copies of which are set forth in Section 4.9)Schedule 5.2(f))and to indemnify, defend, and hold Seller and CD&L harmless with respect to any claims by such persons will be entitled individuals (including but not limited to a distribution claims under any employment contract) and to indemnify, defend and hold harmless CD&L and the Seller for any liabilities due to or incurred in favor of their accounts under the Tenet Healthcare Corporation 40▇(▇)Seller Employees or such individuals from events occurring prior to, on or after the Closing.
Appears in 1 contract
Sources: Asset Purchase Agreement (Consolidated Delivery & Logistics Inc)
Certain Employee Matters. (a) During Seller and the period (Acquired Companies shall take such action as is necessary such that the "Transition Period") commencing at the Effective Time and ending immediately prior to 12:01 a.m. on the calendar day immediately following the last day of the term of the Employee Leasing Agreement as to each Hospital (as to each such HospitalAcquired Companies shall, the "Transition Time"), each Hospital Employee shall remain an employee of its employer as of the Effective Time (whether such employer 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 or and an affiliate of Seller)Acquired Company. Except as otherwise expressly provided in this Section 4.6, subject the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to normal personnel actions occurring in the ordinary course of business and the terms of any applicable collective bargaining agreements. During the Transition Period, or until such earlier time as claims incurred under any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis as in effect immediately Plan prior to the Effective TimeClosing Date, subject to the terms of the Employee Leasing Agreement.
(b) Purchaser covenants and agrees that it shall make offers of employment (in substantially equivalent positions), subject to the terms of the labor union agreements described on Schedule 2.13(b) and Section 5.15, to all of the persons who are employees of (i) Seller with respect to the operation of the Hospitals or (ii) any affiliate of Seller which employs individuals at any of the Hospitals (whether such employees claims are full time employeesmade prior to, part-time employees 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 leave of absence) as of the Transition Time (date that the "Hospitals' Employees")service giving rise to such claim is performed and not when such claim is made; provided, however, that no Hospitals' Employee who is on any disability or leave of absence at the Transition Time, other than leave of absence pursuant to the Family and Medical Leave Act of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability"), shall become a Hired Employee and, Purchaser shall have no liability or obligation 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 Employee long or short term disability plan shall be incurred on Disability after the Transition Timedate 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 foregoingcontrary herein, Purchaser acknowledges 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 Seller has term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the rightClosing 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 is not required, to retain in any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time event within five (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after the Transition Time shall be referred to in this Agreement as the "Hired Employees". Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance5) of each of the Hired Employees on and after the Transition Time are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available to the Hired Employees.
(c) Purchaser shall give all Hired Employees full credit for extended sick pay (Reserve Sick) as reflected by the Sick Pay Amount as of Business Days following the Closing Date, and all Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other paid time off pay, including CashPlus obligations than any Bank Channel Employee who becomes an Acquired Company Employee) the number of Seller and/or Seller's affiliates to such employees, either by (i) crediting such employees the time off reflected in the employment records days of Seller and/or any of its affiliates immediately prior to the Effective Time or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable to the Sick Pay Amount accrued but unused vacation as of the Closing Date.
(db) On For a period of one (1) year following the Closing Date, Buyer shall provide or cause to be provided to Acquired Company Employees (other than R▇▇▇▇▇▇ ▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇▇▇ and after their respective management direct reports) who remain employees with Buyer and its Subsidiaries, (i) compensation that is comparable in the Transition Timeaggregate (without regard to any equity or equity-based compensation) to that provided to them immediately prior to Closing , Hired provided that equity or equity-based compensation provided to such Acquired Company Employees prior to Closing shall be disregarded in determining whether compensation is comparable in the aggregate; provided, further, that Buyer in its sole discretion shall determine the portion of compensation to be provided to such Acquired Company Employees that is in the form of equity or equity-based compensation (it being understood that Buyer is under no obligation to provide any equity or equity-based compensation); provided, further, that during such one (1) year period the base salary of such Acquired Company Employees shall not be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with Seller and Seller's affiliates, as applicable, less than that in effect immediately prior to the Transition Time Closing and (ii) employee benefits (including severance benefits but excluding retiree health and life benefits) that are comparable in the aggregate to that provided to them immediately prior to Closing.
(c) Effective as of the Closing Date, Buyer or the Acquired Companies shall adopt or otherwise provide a savings plan or plans with a cash or deferred arrangement that is qualified under Section 401(a) of the Code pursuant to which the Acquired Company Employees may participate (“Buyer’s Retirement Plan”). Acquired Company Employees who are participants in any Plan which is a retirement plan qualified under Section 401(a) of the Code (“Seller’s Retirement Plan”) shall be allowed to rollover their distributable benefits, including, to the extent permitted by Seller’s Retirement Plans and Buyer’s Retirement Plans, any notes representing participant loans, from Seller’s Retirement Plans into Buyer’s Retirement Plan. Seller shall fully vest (to the extent not already fully vested) as of the Closing each Acquired Company Employee in his or her accrued benefits under each Seller Retirement Plan.
(d) Seller shall continue to provide retiree health and life benefits to each former employee of an Acquired Company who is eligible for retiree health and life benefits under any Seller Plan that is a group health and life plan (“Seller’s Retiree Plans”) whose termination of employment occurs on or prior to the Closing Date. Following the Closing Date, Buyer or the Acquired Companies shall adopt a group health plan and group term life plan in which the Acquired Company Employees and their dependents may participate (“Buyer’s Group Welfare Plans”).
(e) For purposes of determining eligibility to participate and amount vesting (and for benefit accrual purposes in the case of benefits vacation and severance plans) where length of service is relevant under any employee benefit plan or arrangement of Buyer and its subsidiaries (including without limitation vesting or of Parent and its subsidiaries, to the extent an Acquired Company Employee shall become eligible to participate therein), Acquired Company Employees shall receive service credit for service with Seller and any of its Subsidiaries to the same extent such service was credited under similar employee benefit plans and arrangements of Seller and its Subsidiaries; provided, however, that such service need not be credited to the extent that it would result in a duplication of benefits.
(f) Parent, Buyer, the Acquired Companies and their respective Subsidiaries will (i) use their commercially reasonable efforts to cause any third party insurers to waive, and will waive with respect to paid time off plans self-insured benefits, all limitations as to preexisting conditions, exclusions and retirement plans of Purchaser, and pre-existing condition limitations will be waived waiting periods with respect to Hired participation and coverage requirements applicable to Acquired Company Employees under any new welfare benefit plans that such employees may be eligible to participate in after the Closing Date, other than limitations or waiting periods that are already in effect with respect to such employees and their covered dependents that have not been satisfied as of the Closing Date under medical and hospital plans sponsored by Purchaser unless such pre-existing condition limitations were applicable any welfare plan maintained for Acquired Company Employees immediately prior to the Transition Time. In additionClosing Date, if and (ii) provide each Acquired Company Employee with credit for any co-payments and deductibles paid prior to the Transition Time a Hired Employee or his covered dependents paid Closing Date in respect of the year in which the Closing occurs in satisfying any amounts towards a applicable deductible or out-of-pocket maximum requirements under any welfare plans for such year that such employees are eligible to participate in Seller's or its affiliate's medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees on and after the Transition Time. Purchaser agrees that, for any employee subject to any collective bargaining agreement, if any eligibility described in this section differs from eligibility described by the collective bargaining agreement, the eligibility descriptions of the collective bargaining agreement shall prevailClosing Date.
(eg) Within No provision of this Section 4.6 shall create any third party beneficiary or other rights in any Acquired Company Employee or former employee (including any beneficiary or dependent thereof) of Seller in respect of continued employment (or resumed employment) with Buyer, Parent or their respective subsidiaries including the Acquired Companies and no provision of this Section 4.6 shall create any such rights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any Plans or any such similar plan or arrangement which may be established by Parent, Buyer, or any of their respective subsidiaries for Acquired Company Employees.
(h) At least thirty (30) days prior to the anticipated Closing Date, Buyer shall identify in writing those Bank Channel Employees that it desires to employ after the Hospitals' Closing Date. Buyer shall offer employment to all such identified Bank Channel Employees upon such terms and conditions as it determines in its sole discretion (subject to Buyer’s obligations under the other than provisions of this Section 4.6) and Seller shall cause Talbot Financial, Inc. to terminate the Retained Management Employees) cease employment of such identified Bank Channel Employees as of the Closing Date. Each identified Bank Channel Employee who accepts Buyer’s offer of employment shall be treated as an Acquired Company Employee. With respect to each Bank Channel Employee who becomes an Acquired Company Employee, Buyer shall be employees solely responsible for any severance or similar benefits that may be payable, if any, to such Acquired Company Employee in respect of his or her termination of employment following the Closing with Buyer and its Affiliates. Except as set forth in the preceding sentence, any liability, obligation or commitment of Seller, GAC or any other Subsidiary of Seller and Seller's affiliates or GAC that relates to, or that arises out of, the employment or the termination of the employment with any such person of any Bank Channel Employee (including as described a result of the transactions contemplated by this Agreement) shall be the responsibility of the Seller or such Subsidiary (including any accrued but unused vacation, severance or similar benefits that may be payable, if any, to Bank Channel Employees in Section 4.9), such persons will be entitled to a distribution respect of their accounts under termination of employment with Seller and its Affiliates as of the Tenet Healthcare Corporation 40▇(▇)Closing) and none of Parent, Buyer or any Acquired Company shall have any liability therefor.
Appears in 1 contract
Certain Employee Matters. (a) During The Seller shall terminate the period (the "Transition Period") commencing at the Effective Time and ending Business Personnel immediately prior to 12:01 a.m. closing. In consultation with the Seller, the Buyer and/or an Affiliate of the Buyer shall offer employment to the particular Business Personnel that Buyer determines to employ on the calendar day immediately following Closing Date (the last day “Transferred Employees”). As to any Business Personnel who become Transferred Employees, it is agreed that: (i) such Transferred Employees will be considered “new hires” by the Buyer or its applicable Affiliate, and for a minimum of the term of the Employee Leasing Agreement as to each Hospital six (as to each such Hospital, the "Transition Time"), each Hospital Employee shall remain an employee of its employer as of the Effective Time (whether such employer is Seller or an affiliate of Seller), subject to normal personnel actions occurring in the ordinary course of business and the terms of any applicable collective bargaining agreements. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate on substantially 6) months after Closing the terms and conditions as are set forth in of any such Transferred Employees’ employment with Buyer will be no less favorable than each Transferred Employee’s current employment arrangement with the Employee Leasing Agreement. During the Transition PeriodSeller, each leased Hospital Employee shall continue provided that any right to participate in an employee benefit plan of Buyer, if any, or an Affiliate of the Buyer, if any, shall be provided as soon as administratively practicable and in all Seller Plans on the same basis as in effect immediately prior to the Effective Time, cases subject to the terms of the applicable employee benefit plan, if any (ii) each Transferred Employee Leasing Agreementshall receive service credit for the number of years of service to the Seller, (iii) each Transferred Employee shall receive credit in the form of additional paid time off while employed by Buyer for any Accrued PTO as of the Closing Date properly earned by such Transferred Employee while an employee of Seller, (iv) the Buyer or its applicable Affiliate shall thereafter have the sole right with respect to establishing all terms and conditions relating to the employment or engagement of any Transferred Employees, and (v) nothing shall obligate Buyer beyond the six (6) month period specified in (i) above, to continue to employ or engage any Transferred Employee for any length of time or prohibit Buyer from exercising its independent business judgment in modifying any of the terms and conditions of the employment or engagement of any Transferred Employee.
(b) Purchaser covenants and agrees that it Buyer shall make offers of employment (have no obligations whatsoever for any Liabilities related to or arising in substantially equivalent positions), subject to connection with the terms of the labor union agreements described on Schedule 2.13(b) and Section 5.15, to Seller’s Employee Benefit Plans at any time. The Seller shall be exclusively responsible for all of the persons who are employees of Liabilities (i) under any Employee Benefit Plan in which the Seller participates or has participated or arising as a result of Seller’s affiliation with respect to the operation of the Hospitals or an ERISA Affiliate arising at any time, (ii) arising out of or in connection with the cessation of employment of any affiliate of Seller which employs individuals at any current or former employee, independent contractor, consultant or other service provider of the Hospitals (whether such employees are full time employeesSeller, part-time employees including any Engaged Professional, at or on leave of absence) as of the Transition Time (the "Hospitals' Employees"); provided, however, that no Hospitals' Employee who is on any disability or leave of absence at the Transition Time, other than leave of absence pursuant prior to the Family Closing (including any severance obligation and Medical Leave Act compliance with, and any obligations arising under, the continuation of 1993 coverage requirements of COBRA or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability"state Law), shall become a Hired Employee and(iii) arising out of or relating to any grievance against the Seller which accrues prior to the Closing Date, Purchaser shall have no liability (iv) relating to payroll, vacation, and sick pay for any current or obligation former employee, independent contractor, consultant or other service provider of the Seller, or (v) with respect to any Employee on Disability after actual or alleged compensation for any current or former employee, independent contractor, consultant or other service provider of the Transition TimeSeller accruing prior to Closing. Notwithstanding Seller will be solely responsible for compliance with, and any obligations arising under, COBRA, including but not limited to required notifications, (x) with respect to any Business Personnel or any other employee or other service provider of the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain (or any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(bbeneficiary or dependent thereof), which individuals will remain employed by Seller arising at any time or its applicable affiliate as of the Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees y) for any Transferred Employee (or any beneficiary or dependent thereof) who accept an offer of employment with Purchaser as of or after the Transition Time shall be referred experienced a COBRA “qualifying event” prior to in this Agreement as the "Hired Employees". Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance) of each of the Hired Employees on and after the Transition Time are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available Time under any Employee Benefit Plan subject to the Hired EmployeesCOBRA.
(c) Purchaser No provision of this Agreement shall give all Hired Employees full credit for extended sick pay (Reserve Sick) as reflected by the Sick Pay Amount as of the Closing Date, and all other paid time off pay, including CashPlus obligations of Seller and/or Seller's affiliates to such employees, either by (i) crediting such employees create any third party beneficiary rights in any current or former employee, independent contractor, consultant or other service provider of the time off reflected in the employment records of Seller and/or Seller, any of its affiliates immediately prior to the Effective Time beneficiary or dependent thereof, or any collective bargaining representative thereof; (ii) by making full payments be deemed or construed to such employees be an amendment or other modification of any Employee Benefit Plan or an employee benefit plan of the amounts which such employees would have received had they taken such paid time offBuyer; provided, however, this Section 5.3(c)(iior (iii) shall not be applicable to obligate the Sick Pay Amount as of the Closing Date.
(d) On and after the Transition Time, Hired Employees shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with Seller and Seller's affiliates, as applicable, prior to the Transition Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) with respect to paid time off plans and retirement plans of Purchaser, and pre-existing condition limitations will be waived with respect to Hired Employees and their covered dependents under medical and hospital plans sponsored by Purchaser unless such pre-existing condition limitations were applicable prior to the Transition Time. In addition, if prior to the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's Buyer or its affiliate's medical and health plan's current fiscal yearAffiliates to adopt, such amounts shall be applied toward satisfaction of the deductible enter into or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees on and after the Transition Time. Purchaser agrees that, for maintain any employee subject to benefit plan or other compensatory plan, program or arrangement at any collective bargaining agreement, if any eligibility described in this section differs from eligibility described by the collective bargaining agreement, the eligibility descriptions of the collective bargaining agreement shall prevailtime.
(e) Within thirty (30) days after the Hospitals' Employees (other than the Retained Management Employees) cease to be employees of Seller and Seller's affiliates (as described in Section 4.9), such persons will be entitled to a distribution of their accounts under the Tenet Healthcare Corporation 40▇(▇)
Appears in 1 contract
Sources: Asset Purchase Agreement (bioAffinity Technologies, Inc.)
Certain Employee Matters. (a) During The Company covenants and agrees ------------------------ that it will maintain adequate staffing levels to effectively manage and operate the period Business until the Closing Date (it being understood that so long as the Company fulfills this covenant the failure of any employees offered employment by the Buyer in accordance with the provisions of this Section 1.5 to accept such offer of employment shall not constitute a Business Material Adverse Effect (as defined below)). On or prior to the Closing Date, the Buyer shall offer employment to a minimum of 90% of the individuals listed on Schedule 2.16 attached hereto (the ------------- "Transition PeriodERP List") commencing at the Effective Time and ending immediately prior to 12:01 a.m. on the calendar day immediately following the last day who are still employees of the term of the Employee Leasing Agreement as to each Hospital (as to each Company at such Hospital, the "Transition Time"), each Hospital Employee shall remain an employee of its employer as of the Effective Time (whether such employer is Seller or an affiliate of Seller), subject to normal personnel actions occurring in the ordinary course of business and the terms of any applicable collective bargaining agreements. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate on substantially the terms and conditions which, taken as a whole, are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis as in effect immediately prior substantially similar to the Effective Time, subject to the terms of the Employee Leasing Agreement.
(b) Purchaser covenants and agrees that it shall make offers of employment (in substantially equivalent positions), subject to the terms of the labor union agreements described on Schedule 2.13(b) and Section 5.15, to all of the persons who are employees of (i) Seller with respect to the operation of the Hospitals or (ii) any affiliate of Seller which employs individuals at any of the Hospitals (whether such employees are full time employees, part-time employees or on leave of absence) as of the Transition Time (the "Hospitals' Employees"); provided, however, that no Hospitals' Employee who is on any disability or leave of absence at the Transition Time, other than leave of absence pursuant to the Family and Medical Leave Act of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability"), shall become a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability after the Transition Time. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after the Transition Time shall be referred to in this Agreement as the "Hired Employees". Purchaser shall ensure that the economic terms and conditions of such individuals' employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance) of each arrangements as of the Hired Employees date hereof. In the event that any individual on the ERP List is offered employment by the Buyer and declines such offer of employment, the Company shall not create or maintain any position (whether as an employee or consultant) for such individual in the Company's remaining operations for 12 months from and after the Transition Time are substantially equivalent to Closing Date. To the extent that provided the Hospitals' Employees any obligations arise as a result of the Effective Date; Purchaser termination of any individual's employment with the Company, including severance payments, stay bonuses and accrued vacation and sick time, such obligations shall also ensure that a 401(k) retirement plan option is made available to be and remain the Hired Employees.
(c) Purchaser shall give all Hired Employees full credit for extended sick pay (Reserve Sick) as reflected by the Sick Pay Amount as liability of the Closing Date, Company and all other paid time off pay, including CashPlus obligations of Seller and/or Seller's affiliates to such employees, either by (i) crediting such employees the time off reflected shall be satisfied in the employment records of Seller and/or any of its affiliates immediately full on or prior to the Effective Time or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable to the Sick Pay Amount as of the Closing Date.
(db) On From and after the Transition Timedate hereof through the Closing Date, Hired Employees the Buyer shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of entitled to contact the individuals listed on Schedule 1.5(b) --------------- attached hereto to discuss possible employment with Seller and Seller's affiliates, as applicable, the Buyer after the Closing Date.
(c) On or prior to the Transition Time for purposes Closing Date, the Company shall pay a pro rata portion of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) with respect to paid time off plans and retirement plans of Purchaser, and pre-existing condition limitations will be waived with respect to Hired Employees and their covered dependents the bonuses payable under medical and hospital plans sponsored by Purchaser unless such pre-existing condition limitations were applicable prior its current employee bonus program up to the Transition Time. In addition, if prior Closing Date to all eligible employees on the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's or its affiliate's medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction ERP List who are still employees of the deductible Company at the Closing Date (the "Employee Bonuses").
(d) Nothing expressed or out-of-pocket maximum in implied herein shall confer upon any past or present employee of the current fiscal year of Purchaser's medical Company, their representatives, beneficiaries, successors and health plan that covers Hired Employees on and after the Transition Time. Purchaser agrees thatassigns, for any employee subject to nor upon any collective bargaining agreementagent, if any eligibility described in this section differs from eligibility described by rights or remedies of any nature, including, without limitation, any rights to employment or continued employment with the collective bargaining agreementBuyer, the eligibility descriptions of Company, or any successor or affiliate; nor shall the collective bargaining agreement shall prevail.
(e) Within thirty (30) days after Buyer, the Hospitals' Employees (other than the Retained Management Employees) cease to Company or their affiliates be employees of Seller and Seller's affiliates precluded or prevented from terminating or amending any Employee Plan (as described in Section 4.9defined below), such persons will be entitled to a distribution of their accounts under the Tenet Healthcare Corporation 40▇(▇).
Appears in 1 contract
Certain Employee Matters. (a) During the period (the "Transition Period") commencing at the Effective Time and ending immediately prior Prior to 12:01 a.m. on the calendar day immediately following the last day of the term of the Employee Leasing Agreement as to each Hospital (as to each such Hospital, the "Transition Time"), each Hospital Employee shall remain an employee of its employer as of the Effective Time (whether such employer is Seller or an affiliate of Seller), subject to normal personnel actions occurring in the ordinary course of business and the terms of any applicable collective bargaining agreements. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis as in effect immediately prior to the Effective Time, subject to the terms of the Employee Leasing Agreement.
(b) Purchaser covenants and agrees that it shall make offers of employment (in substantially equivalent positions), subject to the terms of the labor union agreements described on Schedule 2.13(b) and Section 5.15, to all of the persons who are employees of (i) Seller with respect to the operation of the Hospitals or (ii) any affiliate of Seller which employs individuals at any of the Hospitals (whether such employees are full time employees, part-time employees or on leave of absence) as of the Transition Time (the "Hospitals' Employees"); provided, however, that no Hospitals' Employee who is on any disability or leave of absence at the Transition Time, other than leave of absence pursuant to the Family and Medical Leave Act of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability"), shall become a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability after the Transition Time. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after the Transition Time shall be referred to in this Agreement as the "Hired Employees". Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance) of each of the Hired Employees on and after the Transition Time are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available to the Hired Employees.
(c) Purchaser shall give all Hired Employees full credit for extended sick pay (Reserve Sick) as reflected by the Sick Pay Amount as of the Closing Date, the Seller shall update the list of Employees disclosed on Schedule 5.08(a) hereto to reflect new hires and all other paid time off pay, including CashPlus obligations terminations of Seller and/or Seller's affiliates to such employees, either by employment between the date hereof and the fifth (i5th) crediting such employees the time off reflected in the employment records of Seller and/or any of its affiliates immediately Business Day prior to the Effective Time or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable to the Sick Pay Amount as of the Closing Date.
(db) On The Purchaser shall (on behalf of itself or any Affiliate thereof (any such Affiliate, a “Purchaser Benefit Party”)) make offers of employment in writing to all Employees listed on Schedule 5.08(b) for employment with the Purchaser or a Purchaser Benefit Party commencing on the applicable Employee Transfer Date and after otherwise on the Transition Timeterms and conditions set forth in this Section 5.08, Hired Employees and each Employee shall have at least five (5) Business Days from his or her receipt of an offer from the Purchaser to accept the offer. Neither the Seller nor any of its Affiliates (each a “Seller Benefit Party”) shall induce or otherwise attempt to influence any such Employee to not accept his or her offer of employment from the Purchaser. Each Employee who accepts the Purchaser’s offer of employment shall be eligible for a medical and hospital plan sponsored hired by Purchaserthe applicable Purchaser Benefit Party effective as of the applicable Employee Transfer Date, it being understood that such Employee will thereafter become an employee of such Purchaser Benefit Party (such Employees to collectively be referred to as the “Transferred Employees”). Hired Employees shall be given credit for periods of employment with Seller and Seller's affiliates, as applicable, prior to the Transition Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) with respect to paid time off plans and retirement plans of Purchaser, and pre-existing condition limitations will be waived with respect to Hired Employees The parties hereto and their covered dependents under medical and hospital plans sponsored by Purchaser unless such pre-existing condition limitations were applicable prior Affiliates will cooperate in good faith to effect the Transition Time. In addition, if prior to the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's or its affiliate's medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction hiring of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees on and after the Transition Time. Purchaser agrees that, for any employee subject to any collective bargaining agreement, if any eligibility described in this section differs Section 5.08(b). In respect of any Employee who is (i) absent from eligibility described by work due to short or long-term disability or an authorized leave of absence and (ii) returns to work within six (6) months following the collective bargaining agreementClosing Date or such later period as the Employee has the right to return to work under applicable Law (any such Employee, a “Leave Employee”), the eligibility descriptions Purchaser’s offer of employment to the Leave Employee shall provide for employment effective as of the collective bargaining agreement shall prevail.
(e) Within thirty (30) days after date on which such Leave Employee returns to work and, if such Leave Employee accepts the Hospitals' Employees (other than the Retained Management Employees) cease to be employees Purchaser’s offer of Seller and Seller's affiliates (as described in Section 4.9), such persons will be entitled to a distribution of their accounts under the Tenet Healthcare Corporation 40▇(▇)employment and
Appears in 1 contract
Certain Employee Matters. (a) During the period (the "Transition Period") commencing at the Effective Time and ending immediately prior Federated Hermes shall offer to 12:01 a.m. on the calendar day immediately following the last day of the term of the Employee Leasing Agreement as to each Hospital (as to each such Hospitalhire, the "Transition Time"), each Hospital Employee shall remain an employee of its employer effective as of the Effective Time Closing, the employees of Seller as set forth on Schedule 6.1.2
(whether such employer is Seller or an affiliate of Seller), a) subject to Federated Hermes’ normal personnel actions occurring in hiring process, policies and procedures (the ordinary course of business and the terms of any applicable collective bargaining agreements. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from “Seller or the employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis as in effect immediately prior to the Effective Time, subject to the terms of the Employee Leasing AgreementEmployees”).
(b) Purchaser covenants In connection with entering into this Agreement, Seller shall, and agrees that it the Class A Owners shall make offers of employment (in substantially equivalent positions), subject cause Seller to the terms of the labor union agreements described on Schedule 2.13(b) use commercially reasonable efforts to facilitate and Section 5.15, to all of the persons who are employees of encourage: (i) the Seller with respect Employees set forth on Schedule 6.1.2
(b) to execute and deliver the operation of the Hospitals or appropriate employment agreement, employment application, agreement regarding confidential information and related employment documents; and (ii) any affiliate of all other Seller which employs individuals at any of the Hospitals (whether such employees are full time employees, part-time employees or on leave of absence) Employees that intend to accept employment with Federated Hermes as of the Transition Time Closing) to execute and deliver an employment application, agreement regarding confidential information, offer letter and related employment documents, in each case in a form acceptable to Federated Hermes.
(the "Hospitals' Employees"); providedc) Nothing in this Section 6.1.2 is intended, howeveror shall be construed, that no Hospitals' Employee who is on any disability or leave of absence at the Transition Time, other than leave of absence pursuant to the Family and Medical Leave Act of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability"), shall become a Hired Employee and, Purchaser shall have no liability or obligation an employment agreement with respect to any Employee employee of Seller or to grant any such employee any right of continued employment other than on Disability an “at will” basis.
(d) Federated Hermes shall not assume any Seller Plans. Seller shall remain liable and responsible for any and all Liabilities arising under the Seller Plans, whether such Liabilities arise before, on or after the Transition TimeClosing Date. If any personnel records are retained by Seller as Retained Assets as contemplated in Section 2.2(d) of this Agreement, Seller shall (and the Class A Owners shall cause Seller to) deliver copies of such records to Federated Hermes prior to the Closing. 312419107.19
(e) Federated Hermes shall credit each Transferred Employee with the vacation days as set forth on Schedule 6.1.2(e) (the “Credited Vacation Days”), which Credited Vacation Days shall be considered an Assumed Liability, provided that Seller shall obtain the written consent of each Transferred Employee to the number of Credited Vacation Days credited to such Transferred Employee and Federated Hermes shall not be liable, for any amount in excess of the Credited Vacation Days, it being understood and agreed that any liability for any vacation days in excess of the Credited Vacation Days shall be an Excluded Liability and shall be the responsibility of Seller for all purposes hereof, and Seller shall make any payments required to be made to the Transferred Employees for any such excess vacation days pursuant to, and in accordance with, the applicable Law and Seller Plans.
(f) For a period of at least one (1) year following the Closing Date, Federated Hermes shall provide to each Transferred Employee who remains employed with Federated Hermes or one of its subsidiaries (i) a base salary or wage rate, (ii) annual bonus and other incentive compensation opportunities, (iii) severance and other termination benefits, as applicable and (iv) welfare, retirement and other employee benefits, in each case, to such Transferred Employee that are comparable (including on terms and conditions) to those offered to other similarly situated employees of Federated Hermes or its subsidiaries as of the Closing. The Transferred Employees shall be eligible to participate in Federated Hermes’ employee benefit plans on the day they become employed by Federated Hermes. With respect to any “employee benefit plan,” as defined in Section 3(3) of ERISA, or other compensation arrangement (including, for the avoidance of doubt, any severance or vacation program or policy) maintained or provided by Federated Hermes or any of its subsidiaries in which any Transferred Employee becomes a participant, such Transferred Employee shall receive full credit for all purposes for such Transferred Employee’s service with Seller to the same extent that such service was recognized as of the Closing Date under an analogous plan of Seller in which the Transferred Employee participated; provided, that the foregoing shall not apply (i) with respect to benefit accrual under any defined benefit pension plan and (ii) to the extent that its application would result in a duplication of benefits. Notwithstanding the foregoingforegoing or anything herein to the contrary and Federated Hermes’ obligations under Section 6.1.2(e) above, Purchaser acknowledges that nothing in this Agreement shall in any way limit the right of Federated Hermes to replace, terminate or otherwise modify any employee health or other benefit plan or arrangement, compensation or any other employee benefit, or any portion thereof, as applicable, as it may determine in its sole discretion.
(g) The Seller has the right, but is not required, to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate Sale Bonus Plan shall terminate as of the Transition Time (the "Retained Management Employees"). Any Closing and amounts due and payable thereunder shall be paid in accordance with those certain Seller Acknowledgement and Release Agreements effective as of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after Closing Date by and between Seller and certain Transferred Employees. Federated Hermes shall adopt the Transition Time Upfront Sale Bonus Plan and the Upfront Sale Bonus Pool shall be referred paid to certain Transferred Employees pursuant to, and in this Agreement as the "Hired Employees". Purchaser shall ensure that accordance with, the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance) of each the Upfront Sale Bonus Plan. Any amount of the Hired Employees on and after the Transition Time are substantially equivalent to Upfront Sale Bonus Pool that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available not ultimately paid to the Hired Employees.
Transferred Employees (c) Purchaser shall give all Hired Employees full credit for extended sick pay (Reserve Sick) as reflected by the Sick Pay Amount as of the Closing Date, and all other paid time off pay, including CashPlus obligations of Seller and/or Seller's affiliates to such employees, either by (i) crediting such employees the time off reflected in the employment records of Seller and/or any of its affiliates immediately prior to the Effective Time or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable to the Sick Pay Amount as of the Closing Date.
(d) On and after the Transition Time, Hired Employees shall be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with Seller and Seller's affiliatesor, as applicable, prior their beneficiaries) shall be paid to Seller within 30 days of the date of a determination that such amount of the Upfront Sale Bonus Pool is not owed to such Transferred Employees (or, as applicable, their beneficiaries) pursuant to the Transition Time for purposes Upfront Sale Bonus Plan. 312419107.19
(h) The Special Incentive Plan shall be adopted and authorized by Federated Hermes to be effective immediately following the Closing. The Special Incentive Bonus Pool shall be paid (to the extent earned) to certain designated Transferred Employees pursuant to, and in accordance with, the terms and conditions of determining eligibility to participate and the Special Incentive Plan. Any amount of benefits (including without limitation vesting of benefits) with respect to the Special Incentive Bonus Pool that is not ultimately paid time off plans and retirement plans of Purchaser, and pre-existing condition limitations will be waived with respect to Hired Employees and their covered dependents under medical and hospital plans sponsored by Purchaser unless such pre-existing condition limitations were applicable prior to the Transition Time. In additionTransferred Employees (or, if prior as applicable, their beneficiaries) or members of the Seller’s Investment Management Team (or, as applicable, their beneficiaries) shall be paid to Seller within 30 days of the date of a determination that such amount of the Special Incentive Bonus Pool is not owed to such Transferred Employees (or, as applicable, their beneficiaries) or members of Seller’s Investment Management Team (or, as applicable, their beneficiaries) pursuant to the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's or its affiliate's medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees on and after the Transition Time. Purchaser agrees that, for any employee subject to any collective bargaining agreement, if any eligibility described in this section differs from eligibility described by the collective bargaining agreement, the eligibility descriptions of the collective bargaining agreement shall prevailSpecial Incentive Bonus Plan.
(e) Within thirty (30) days after the Hospitals' Employees (other than the Retained Management Employees) cease to be employees of Seller and Seller's affiliates (as described in Section 4.9), such persons will be entitled to a distribution of their accounts under the Tenet Healthcare Corporation 40▇(▇)
Appears in 1 contract
Certain Employee Matters. (a) During the period (the "Transition Period") commencing at the Effective Time and ending immediately prior Prior to 12:01 a.m. on the calendar day immediately following the last day of the term of the Employee Leasing Agreement as to each Hospital (as to each such Hospital, the "Transition Time"), each Hospital Employee shall remain an employee of its employer as of the Effective Time (whether such employer is Seller or an affiliate of Seller), subject to normal personnel actions occurring in the ordinary course of business and the terms of any applicable collective bargaining agreements. During the Transition Period, or until such earlier time as any such Hospital Employee ceases to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue to participate in all Seller Plans on the same basis as in effect immediately prior to the Effective Time, subject to the terms of the Employee Leasing Agreement.
(b) Purchaser covenants and agrees that it shall make offers of employment (in substantially equivalent positions), subject to the terms of the labor union agreements described on Schedule 2.13(b) and Section 5.15, to all of the persons who are employees of (i) Seller with respect to the operation of the Hospitals or (ii) any affiliate of Seller which employs individuals at any of the Hospitals (whether such employees are full time employees, part-time employees or on leave of absence) as of the Transition Time (the "Hospitals' Employees"); provided, however, that no Hospitals' Employee who is on any disability or leave of absence at the Transition Time, other than leave of absence pursuant to the Family and Medical Leave Act of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability"), shall become a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability after the Transition Time. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after the Transition Time shall be referred to in this Agreement as the "Hired Employees". Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance) of each of the Hired Employees on and after the Transition Time are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available to the Hired Employees.
(c) Purchaser shall give all Hired Employees full credit for extended sick pay (Reserve Sick) as reflected by the Sick Pay Amount as of the Closing Date, the Seller shall update the list of Employees disclosed on Schedule 5.08(a) hereto to reflect new hires and all other paid time off pay, including CashPlus obligations terminations of Seller and/or Seller's affiliates to such employees, either by employment between the date hereof and the fifth (i5th) crediting such employees the time off reflected in the employment records of Seller and/or any of its affiliates immediately Business Day prior to the Effective Time or (ii) by making full payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable to the Sick Pay Amount as of the Closing Date.
(db) On The Purchaser shall (on behalf of itself or any Affiliate thereof (any such Affiliate, a “Purchaser Benefit Party”)) make offers of employment in writing to all Employees listed on Schedule 5.08(b) for employment with the Purchaser or a Purchaser Benefit Party commencing on the applicable Employee Transfer Date and after otherwise on the Transition Timeterms and conditions set forth in this Section 5.08, Hired Employees and each Employee shall have at least five (5) Business Days from his or her receipt of an offer from the Purchaser to accept the offer. Neither the Seller nor any of its Affiliates (each a “Seller Benefit Party”) shall induce or otherwise attempt to influence any such Employee to not accept his or her offer of employment from the Purchaser. Each Employee who accepts the Purchaser’s offer of employment shall be eligible for a medical and hospital plan sponsored hired by Purchaserthe applicable Purchaser Benefit Party effective as of the applicable Employee Transfer Date, it being understood that such Employee will thereafter become an employee of such Purchaser Benefit Party (such Employees to collectively be referred to as the “Transferred Employees”). Hired Employees shall be given credit for periods of employment with Seller and Seller's affiliates, as applicable, prior to the Transition Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) with respect to paid time off plans and retirement plans of Purchaser, and pre-existing condition limitations will be waived with respect to Hired Employees The parties hereto and their covered dependents under medical and hospital plans sponsored by Purchaser unless such pre-existing condition limitations were applicable prior Affiliates will cooperate in good faith to effect the Transition Time. In addition, if prior to the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's or its affiliate's medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction hiring of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees on and after the Transition Time. Purchaser agrees that, for any employee subject to any collective bargaining agreement, if any eligibility described in this section differs from eligibility described by the collective bargaining agreement, the eligibility descriptions Section 5.08(b). In respect of the collective bargaining agreement shall prevail.
any Employee who is (ei) Within thirty (30) days after the Hospitals' Employees (other than the Retained Management Employees) cease to be employees of Seller and Seller's affiliates (as described in Section 4.9), such persons will be entitled to a distribution of their accounts under the Tenet Healthcare Corporation 40▇(▇)absent from
Appears in 1 contract
Certain Employee Matters. (a) During On the period (Closing Date, the "Transition Period") commencing at Purchasers shall or shall cause the Effective Time Entities or an Affiliate of the Purchasers, to continue the employment of or offer employment, as applicable, to the employees of the Entities and ending immediately Parent to be identified by the Purchasers prior to 12:01 a.m. on the calendar day immediately following the last day of the term of the Employee Leasing Agreement as to each Hospital (as to each such Hospital, the "Transition Time"), each Hospital Employee shall remain an employee of its employer as of the Effective Time (whether such employer is Seller or an affiliate of Seller), subject to normal personnel actions occurring Closing Date in the ordinary course of business and accordance with the terms of any applicable collective bargaining agreements. During a letter, dated of even date herewith, delivered by Purchaser A to the Transition Period, or until such earlier time as Parent (any such Hospital employees who so continue or accept such offer of employment being referred to herein as the "Hired Employees"). Such employment shall be in a substantially similar position as such Hired Employee ceases held while employed by the applicable Entity or Parent prior to the Closing, and the Purchasers shall have no Liability or obligation to any other employees of the Parent or any of its Subsidiaries (other than the Entities as set forth herein). Prior to the Closing, Parent and the Entities shall take such actions and, after the Closing Date, Parent and the Purchasers shall take, and the Purchasers shall cause the Entities to take, such actions as are necessary so that each Hired Employee shall cease to be an employee of such employer, each such Hospital Employee shall be leased to Purchaser from Seller or the employing affiliate on substantially the terms and conditions as are set forth in the Employee Leasing Agreement. During the Transition Period, each leased Hospital Employee shall continue entitled to participate in all Seller Plans on the same basis as in effect immediately prior or accrue benefits under any of Parent's Employee Benefit Plans, programs, policies and arrangements except to the Effective Timeextent required by applicable Law. The Purchasers shall, or shall cause the Entities or an Affiliate of the Purchasers, to take such actions as may be necessary such that, subject to the terms provisions of this Section 5.18, on and after the Closing Date, each Hired Employee shall be eligible to participate in, and be subject to the provisions of, the Employee Leasing AgreementBenefit Plans (including a 401(k) plan and a flexible benefits plan), programs, personnel policies and guidelines sponsored or maintained by Alliance, and applicable for employees of Alliance or its Affiliates in a similar position, subject to the satisfaction of all the eligibility criteria for participation thereunder (except as otherwise provided in this Section 5.18).
(b) Purchaser covenants and agrees that it shall make offers of employment (in substantially equivalent positions), subject With respect to the terms of Alliance Employee Benefit Plans, programs, personnel policies and guidelines, Alliance shall grant all Hired Employees from and after the labor union agreements described Closing Date credit for all service with the Entities and Parent prior to the Closing Date for all purposes. Alliance shall take such actions as are necessary to provide that on Schedule 2.13(b) the Closing Date all Hired Employees and Section 5.15, to all of their spouses and dependents shall be immediately covered by the persons who are employees of group health plan maintained by Alliance which shall (i) Seller with respect to the operation provide immediate coverage as of the Hospitals or Closing Date without any waiting period, (ii) waive any affiliate pre-existing condition exclusions or limitations, and (iii) provide that any amounts paid by Hired Employees through the Closing Date for medical expenses that are treated as deductible, co-insurance and out-of-pocket payments under the Parent's health plan shall reduce the amount of Seller which employs individuals at any of deductible, co-insurance or out-of-pocket payments required to be paid for a similar period under the Hospitals (whether such employees are full time employees, part-time employees or on leave of absence) as of the Transition Time (the "Hospitals' Employees")Alliance health plan; provided, however, that no Hospitals' Employee who is on any disability or leave the Sellers shall provide Alliance with a list of absence at all current and former employees participating in the Transition Time, other than leave of absence pursuant to the Family and Medical Leave Act of 1993 or other similar local law (such laws being collectively referred to herein as the "FMLA") ("Employee on Disability"), shall become Parent's health plan along with a Hired Employee and, Purchaser shall have no liability or obligation with respect to any Employee on Disability after the Transition Time. Notwithstanding the foregoing, Purchaser acknowledges that Seller has the right, but is not required, to retain any management-level Hospitals' Employee who does not accept Purchaser's employment offer made under this Section 5.3(b), which individuals will remain employed by Seller or its applicable affiliate as of the Transition Time (the "Retained Management Employees"). Any of the Hospitals' Employees who accept an offer of employment with Purchaser as of or after the Transition Time shall be referred to in this Agreement as the "Hired Employees". Purchaser shall ensure that the terms and conditions of employment (including initial position, cash compensation, shifts, benefits, including without limitation health, dental, disability, life insurance) listing of each of the Hired Employees on employee's deductible and after the Transition Time are substantially equivalent to that provided the Hospitals' Employees as of the Effective Date; Purchaser shall also ensure that a 401(k) retirement plan option is made available to the Hired Employees.
(c) Purchaser shall give all Hired Employees full credit for extended sick pay (Reserve Sick) as reflected by the Sick Pay Amount as of the Closing Date, and all other paid time off pay, including CashPlus obligations of Seller and/or Seller's affiliates to such employees, either by (i) crediting such employees the time off reflected in the employment records of Seller and/or any of its affiliates immediately prior to the Effective Time or (ii) by making full co-insurance payments to such employees of the amounts which such employees would have received had they taken such paid time off; provided, however, this Section 5.3(c)(ii) shall not be applicable to the Sick Pay Amount as of through the Closing Date.
(c) Effective as of the Closing, the Purchasers shall assume the Parent's or Entities' obligations with respect to accrued sick pay, personal holidays and vacation pay for Hired Employees, provided that the vacation pay costs as of the Latest Balance Sheet Date have been accrued and reflected on the Latest Balance Sheet.
(d) On and after Parent shall take such actions as are necessary to provide that the Transition Time, Hired Employees are fully vested in their benefits under the Retirement Plan for Employees of Parent and CT Sub (the "ASHS 401(k) Plan"). Parent shall also take such actions as are necessary to provide that the Hired Employees will be eligible to receive distributions from the ASHS 401(k) Plan that will be eligible for a medical and hospital plan sponsored by Purchaser. Hired Employees shall be given credit for periods of employment with Seller and Seller's affiliates, as applicable, prior rollover to the Transition Time for purposes of determining eligibility to participate and amount of benefits (including without limitation vesting of benefits) with respect to paid time off plans and retirement plans of Purchaser, and pre-existing condition limitations will be waived with respect to Hired Employees and their covered dependents under medical and hospital plans sponsored by Purchaser unless Alliance "401(k)" plan. The Purchasers shall take such pre-existing condition limitations were applicable prior to the Transition Time. In addition, if prior to the Transition Time a Hired Employee or his covered dependents paid any amounts towards a deductible or out-of-pocket maximum in Seller's or its affiliate's medical and health plan's current fiscal year, such amounts shall be applied toward satisfaction of the deductible or out-of-pocket maximum in the current fiscal year of Purchaser's medical and health plan that covers Hired Employees on and action as is necessary after the Transition Time. Purchaser agrees that, for any employee subject Closing Date to any collective bargaining agreement, if any eligibility described in this section differs provide that the Alliance "401(k)" plan will allow rollovers of distributions from eligibility described by the collective bargaining agreement, the eligibility descriptions of the collective bargaining agreement shall prevailASHS 401(k) Plan.
(e) Within thirty After the Closing Date, the Purchasers and the Sellers agree to take such actions as are necessary to provide for the transfer of the account balances of the flexible spending accounts of each Hired Employee from Parent's "Section 125" plan to the Alliance "Section 125" plan and the Purchasers shall provide for the reimbursement from the Alliance "Section 125" plan of medical and childcare expenses incurred by Hired Employees during 1998.
(30f) days After the Closing Date, the Purchasers shall be responsible for providing health care continuation coverage pursuant to the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), to the extent required by COBRA, for all former employees of the Entities and/or their "qualified beneficiaries" (as such term is defined in Part 6 of Title I of ERISA) who were receiving health care continuation coverage under COBRA prior to the Closing Date or who are or become eligible to receive such coverage on or after the Hospitals' Employees (other than Closing Date. As of the Retained Management Employees) cease to be date hereof, there were 2 former employees of Seller the Entities and/or their "qualified beneficiaries" who were receiving health care continuation coverage under COBRA and Seller's affiliates (as described in Section 4.9), such persons will be entitled to 8 former employees who experienced a distribution of their accounts "qualifying event" under the Tenet Healthcare Corporation 40▇(▇)COBRA.
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Sources: Securities Purchase Agreement (Alliance Imaging Inc /De/)