Employee Compensation and Benefits. Notwithstanding any other provision of this Agreement, the Seller shall retain and satisfy all Liabilities for unpaid compensation and employee benefits payable to any employee of a Pershing Company in connection with the Post-Closing Retention Compensation Plan, Discretionary Payment Pool, Credit Suisse Group International Share Plan and any retention awards granted in connection with the transaction between Xxxxxxxxx Xxxxxx & Xxxxxxxx and Seller consummated on November 3, 2000, and for any other unpaid compensation and employee benefits earned by such employees prior to the Closing or as a result of or in connection with the transactions contemplated hereby (including, without limitation, retention agreements), to the extent not reflected on the Closing Balance Sheet, it being agreed that the Seller shall pay to certain employees the discretionary amounts set forth in Section 6.07 of the Disclosure Schedule. The Purchaser shall indemnify the Seller for all unpaid compensation and employee benefits payable to any employee of a Pershing Company to the extent accrued on the Closing Balance Sheet, it being understood that the reduction in force described in Section 6.07 of the Disclosure Schedule will have been effected prior to the Closing Date and accrued on the Closing Balance Sheet. For purposes of this Agreement, “Post-Closing Retention Compensation Plan” and “Discretionary Payment Pool” shall have the meanings ascribed to them in Sections 5 and 6, respectively, of the employment agreement among the Company, Credit Suisse First Boston, Inc. and Xxxxxxx Xxxxxxxxx, dated as of November 8, 2002.
Employee Compensation and Benefits. 4.1 Wages 17 4.2 Step Increment 17 4.3 PERS Pickup 17 4.4 Longevity Compensation 18 4.5 Workweek 18 4.6 Overtime, Compensatory Time, Flex Time 19 4.7 On-Call 20
Employee Compensation and Benefits. Seller hereby agrees, jointly and severally, to indemnify and hold Buyer harmless from and against any and all claims made by employees of Seller, regardless of when made, for workmen's compensation, medical insurance, disability, vacation, severance, sick benefits or other compensation arrangements to the extent the same are based on injury or sickness occurring prior to the Closing Date or based on employment service rendered to Seller prior the Closing Date.
Employee Compensation and Benefits. To the best knowledge of Seller, attached hereto as Schedule 6.6.2 is a true and complete list of all current employees of Seller, and their current level of compensation, which list shall be true and correct as of the Closing Date in all material respects except for those changes specifically authorized by Section 8.1 hereof and except for the addition or removal of employees in the ordinary course.
Employee Compensation and Benefits. (i) Parent agrees that ---------------------------------- following the Effective Time, the employees of the Company and its Subsidiaries who are employed by the Surviving Corporation or its Subsidiaries ("Company ------- Employees") shall become eligible to participate in the employee benefit plans --------- and arrangements maintained by Parent or its Subsidiaries ("Parent Benefit -------------- Plans") including, without limitation, severance plans, in the same manner as similarly situated employees of Parent. Parent or its Subsidiaries shall grant the Company Employees credit for all service credited by the Company for purposes of eligibility, vesting and the determination of benefits under vacation and severance pay plans. Parent shall, and shall cause the Surviving Corporation to, honor in accordance with their terms all employee benefit obligations to current and former employees under the Compensation and Benefit Plans in existence on the date hereof (including, without limitation, the plans and agreements listed in Section 5.1(h)(i) of the Company Disclosure Letter) and all employment or severance agreements entered into by the Company or adopted by the board of directors of the Company prior to the Effective Date; it being -- ----- understood that nothing contained herein shall limit or restrict the ability of ---------- Parent to modify or terminate any Compensation and Benefit Plan, or to merge any Compensation and Benefit Plan with any other plan, following the Effective Time.
Employee Compensation and Benefits. 12 2.14 Litigation..............................................................13 2.15 Intellectual Property...................................................13 2.16 Insurance...............................................................14
Employee Compensation and Benefits. 70 6.1.5 Organization, Etc.......................................70 6.1.6 Insurance...............................................71 6.1.7 Transfer of Broadcasting Assets.........................71 6.1.8 Financial Statements; Pacing Reports....................71 6.1.9 Encumbrances............................................72 6.1.10 Litigation..............................................72 6.1.11 Agreements..............................................73 6.1.12 Consents and Approvals..................................74 6.1.13 Network Affiliation Agreements..........................74 6.1.14 Licenses................................................74 6.2 Offers to Purchase.................................................75 6.3 No Breach of Representations and Warranties........................75 6.4
Employee Compensation and Benefits. Seller and the Manager shall be ---------------------------------- responsible for any liability for payment of all wages, accrued vacation pay, sick leave, bonuses, pension benefits, COBRA rights, and other benefits accrued or earned by and due to employees at the Inns through 12:01 a.m. on the Closing Date, together with F.I.C.A., unemployment and other taxes and benefits due with respect to such employees for such period. Purchaser, or Purchaser's designated lessee or the Manager shall be responsible for any liability for payment of all wages, accrued vacation pay, sick leave, bonuses, pension benefits, COBRA rights, and other benefits accrued or earned by and due to employees at the Property after 12:01 a.m. on the Closing Date, together with F.I.C.A., unemployment and other taxes and benefits due with respect to such employees for such period.
Employee Compensation and Benefits. (a) For a period commencing upon the Effective Time and continuing through the first anniversary of the Effective Time (or until termination of employment, if earlier), Parent shall provide to each employee of the Acquired Corporations who continues to be employed by Parent or the Surviving Corporation (or any Subsidiary thereof) following the Effective Time (the “Continuing Employees”) (i) total cash compensation (including base salary or base hourly rate, as applicable, bonus opportunities, other than equity-based compensation and retention benefits) that are at least equal to the cash compensation provided to such Continuing Employees immediately prior to the Effective Time and (ii) retirement benefits and health and welfare benefits (other than pursuant to defined benefit plans or retiree plans) at levels which are, in the aggregate, substantially comparable in the aggregate to those benefits received by such Continuing Employees immediately prior to the Effective Time (or, as determined by Parent in its sole discretion, those benefits as provided by Parent to similarly situated employees of Parent). In addition, (i) notwithstanding the foregoing, the Continuing Employees shall be eligible for severance benefits as set forth in Part 6.2 of the Company Disclosure Schedule and (ii) Parent shall assume and honor the terms of the agreements set forth in Part 6.2 of the Company Disclosure Schedule. Without limiting the foregoing:
Employee Compensation and Benefits. STI agrees that it shall cause the Surviving Corporation for at least two years after the Effective Time to provide or cause to be provided to employees of the Company other than those listed in Section 6.7(a) above, compensation and employee benefits that are no less favorable, in the aggregate, than the Company's compensation and employee benefits disclosed on Section 6.7(b) of the Company Disclosure Letter; provided, however, that (i) the foregoing will not require STI or the Surviving Corporation to maintain or prevent STI or the Surviving Corporation from amending, terminating, or merging any particular Company Compensation and Benefit Plan and (ii) if during this period STI implements any widespread increase or decrease in benefits under its compensation and benefit plans or in the cost thereof to participants under compensation and benefit plans applicable to employees of STI and its Subsidiaries (other than the Surviving Corporation and its Subsidiaries), the Surviving Corporation shall, subject to compliance with applicable Laws and the terms of any then existing employment agreement, proportionately adjust the compensation and employee benefits then being provided to employees of the Surviving Corporation or the cost thereof to employees or participants.
