Employee and Benefits Matters. This Article 9 sets forth Buyer’s and Sellers’ acknowledgements, covenants and undertakings with respect to certain matters related to employees and secondees of the Business.
Employee and Benefits Matters. (a) No member of the Company Group does, nor since its formation has, (i) employed any individuals or (ii) maintained, sponsored, contributed to, or been required to contribute to, any Plan. No member of the Company Group is a party to or bound by any collective bargaining agreement or other Contract with any Labor Organization.
Employee and Benefits Matters. (a) Oryx has made available to the Company and PPLP a true and complete schedule of all Oryx Business Employees as of the Signing Date (other than Bxxxx Xxxxx and Kxxx Xxxxxxx), setting forth for each individual the following information: (i) name; (ii) employer(s); (iii) work location; (iv) job title; (v) hire date; (vi) annualized base salary or hourly wage; (vii) status as exempt or non-exempt under the Fair Labor Standards Act or similar state or local Laws; (viii) eligibility for commission, bonus and variable compensation opportunities, and, if applicable, current accruals therefor; (ix) eligibility to receive any severance benefits and the applicable severance amount; (x) details of any visa, as applicable; and (xi) leave status (including reason for leave and expected date of return) (the “Oryx Business Employee Schedule”).
Employee and Benefits Matters. (a) For purposes of this Agreement, each of the Applicable Employees shall become a “Transferred Employee” as of such Applicable Employee’s Effective Hire Date. For purposes of this Agreement, the “Effective Hire Date” shall mean (i) with respect to an Applicable Employee listed on Schedule 1.1(c) Part A of the Stockholder Disclosure Schedule, the Closing Date, (ii) with respect to an Applicable Employee listed on Schedule 1.1(c) Part B of the Stockholder Disclosure Schedule, the later of the Closing Date and the first Business Day after such Applicable Employee returns to active employment and (iii) with respect to an Applicable Employee listed on Schedule 1.1(c) Part C of the Stockholder Disclosure Schedule, the later of the Closing Date and the first Business Day after the Company is able to establish payroll services for such Applicable Employee, provided that in the event an Applicable Employee referenced in this clause (iii) does not become a Transferred Employee as of the Closing Date, such Applicable Employee accepts an Employment Offer. The Company shall make a written offer of employment (an “Employment Offer”) to each of the Applicable Employees referenced in clause (iii) of the immediately preceding sentence prior to the Closing Date, which Employment Offer shall become effective as of the Effective Hire Date applicable to such Applicable Employees and shall comply with the provisions of Section 5.5(b) below. The Company shall take all commercially reasonable steps to establish payroll services with respect to the Applicable Employees listed on Schedule 1.1(c) Part C of the Stockholder Disclosure Schedule as soon as practicable following the date hereof.
Employee and Benefits Matters. 22 9.1. Employment Offers 22 9.2. Transferred Employees 23 9.3. 401(k) Plan Rollovers 23 Back to Contents 9.4. WARN Act Obligations 23 9.5. Buyer Benefit Plans 24 9.6. Welfare Benefits Claims 24 9.7. COBRA Obligations 24 9.8. Purchase of Assets; Assumption of Liabilities 24 9.9. Key Employee Retention Plan 25 9.10. Flexible Benefit Plan 25 9.11. No Other Obligations 25 ARTICLE 10 ANTITRUST MATTERS 25 10.1. Antitrust Filings 25 10.2. Cooperation; Confidentiality Agreement 25 10.3. Objections or Other Challenges 26 10.4. Alternative Filing 27
Employee and Benefits Matters. (a) Except as set forth in the REIT I SEC Documents, neither REIT I nor any REIT I Subsidiary maintains or has maintained any Employee Benefit Plans or has any obligations or liabilities in respect of Employee Benefit Plans.
Employee and Benefits Matters. None of the Sellers currently employs, or has ever employed, any individuals to provide services at the Property. Except to the extent any collective bargaining agreement otherwise related to Purchaser, if at all, Purchaser shall have no obligations or liabilities with respect to the individuals who are or have been employed on a full-time or part-time basis at, or with respect to, the Properties, on or prior to the Closing (“Employees”). Except as disclosed to Purchaser, none of the Seller, any property manager of the Properties, or any of their Affiliates are a party to any collective bargaining agreement, union agreement, employee retention agreement or other contract or agreement with any labor organization. None of the Sellers or their Affiliates shall take any action in connection with the transactions contemplated hereunder that would otherwise be intended to cause any collective bargaining agreements to be binding upon Purchaser or subject the Purchaser to any liability following the Closing.
Employee and Benefits Matters. 30 9.1. No Obligation 30 9.2. Employee Benefit Plans 30 9.3. WARN Notices 30 9.4. No Assumption of Liability 30 ARTICLE 10 REGULATORY MATTERS 31 10.1. Antitrust And Other Filings and Notices 31 10.2. Cooperation; Confidentiality Agreement 31 10.3. Objections or Other Challenges 32 ARTICLE 11 TAXES AND FEES 33 11.1. Taxes Related to Purchase of Assets 33 11.2. Cooperation on Tax Matters 33 11.3. Allocation of Purchase Price and Purchase Price Allocation Forms 33 11.4. Prorations 33 11.5. Unbilled Transactional Taxes 36
Employee and Benefits Matters. 36 5.8 Further Assurances 37 5.9 Maintenance of Books and Records 37 5.10 Director and Officer Liability and Indemnity 37 5.11 Exclusivity 38 5.12 Confidentiality 38 5.13 Non-Solicitation; Non-Disparagement. 38 5.14 Data Rxxx 00 5.15 Termination of Management Agreement 39 5.16 R&W Insurance Policy 39 5.17 Release 39 ARTICLE VI CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS 40
