Employee Issues Sample Clauses
The "Employee Issues" clause defines the responsibilities and obligations of the parties regarding employees affected by a transaction or agreement. It typically addresses matters such as the transfer, retention, or termination of employees, the handling of accrued benefits, and compliance with employment laws. For example, it may specify which party is responsible for severance payments or the continuation of employee benefits after a business sale. This clause ensures that both parties clearly understand their duties toward employees, minimizing disputes and legal risks related to workforce changes during or after the transaction.
Employee Issues. 11.1 The Buyer agrees with the Sellers that the employees of the Group Companies, so long as they continue employment with the Group Companies following Completion at the relevant time (“Continuing Employees”), shall, for a period of one year following the Completion Date, be entitled to receive: (a) base pay and target cash bonus opportunities similar but no less favorable in the aggregate than the base pay and target cash bonus opportunities to which they were entitled immediately prior to the date of this Agreement; and (b) employee pension and welfare benefits that are reasonably comparable, but not less favorable in the aggregate, to those in place as of the date of this Agreement.
11.2 The Sellers will procure that, within a reasonable period prior to the Completion Date, the Company will offer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇ (the “Parent Employees” and each a “Parent Employee”), employment with the Company to take effect on or before the Completion Date, on substantially similar (but no less favorable) terms and conditions as such Parent Employee enjoyed immediately prior to the date of this Agreement (including all change in control or similar arrangements currently in effect, but excluding any arrangements that would provide change of control benefits upon or following a change of control that is unrelated to the Transactions). Parent will use its reasonable endeavours to obtain the acceptance by the Parent Employee of the offer of employment by the Company. The Sellers shall provide the Buyer with a reasonable opportunity to review and comment on such offers in advance and shall consider in good faith any reasonable comments made by the Buyer with respect thereto.
Employee Issues. Between the date hereof and the Closing, IBC shall be afforded the reasonable opportunity to interview and meet with the employees of LFC and the LFC Subsidiaries and to provide training to, and such information as is reasonably necessary with respect to terms of continued employment for, such employees of LFC and the LFC Subsidiaries who will remain or are expected to remain employees immediately after the Effective Time, which terms of employment may be amended thereafter by IBC in its sole discretion. LFC shall terminate the 401(k) Plan maintained by LFC effective as of the day prior to the Effective Time. All of the other employee benefit plans and programs maintained by LFC and any of its Subsidiaries shall be terminated effective as of the Effective Time. Prior to the Effective Time, LFC shall amend the ESOP to provide that distributions to participants from such plan may be made in lump sum payments in the form of cash and/or employer stock as defined in such plan. IBC presently intends that, except to the extent that may be required by law, after the Merger, neither IBC or its Subsidiaries, LFC, the LFC Subsidiaries nor the Surviving Corporation will make additional contributions to the employee benefit plans or other programs that were sponsored by LFC or any of the LFC Subsidiaries at any time prior to the Merger. At and following the Effective Time, IBC shall take all actions necessary to complete the dissolution and winding up of the employee benefit plans maintained by LFC and the LFC Subsidiaries which are terminated at or before the Effective Time; provided, however, that with respect to terminated deferred compensation plans, IBC shall distribute accrued vested benefits according to the terms of such plans; provided further; that with respect to the Section 125 Plan maintained by LFC or the LFC Subsidiaries, IBC agrees to maintain such plan from the Effective Time through December 31, 2004, for the benefit of the employees of LFC and the LFC Subsidiaries who are employed by IBC or any of its Subsidiaries after the Effective Time. IBC agrees that the employees of LFC and the LFC Subsidiaries who are retained as employees of IBC will be entitled effective as of the Effective Time to participate as newly hired employees in the employee benefit plans and programs maintained for employees of IBC and its affiliates, in accordance with the respective terms of such plans and programs; provided, however, that within thirty days following the Effecti...
Employee Issues. 25 6.03 SELLER'S NAME..............................................26 6.04 CONFIDENTIALITY............................................26 6.05
Employee Issues. Buyer agrees that the employees of Seller specifically listed on Schedule 3.15 and those hired after June 30, 1999 in the ordinary course of business shall be offered employment with the LLC upon the Closing Date. The parties expressly acknowledge that this Agreement is not intended to create a contract between Buyer, Seller or any affiliated business entity of either and that no employee of the Seller may rely on this Agreement as the basis for any breach of contract claim against Buyer, Seller or any of affiliated business entity of either. Neither Buyer nor Seller shall in any manner be responsible or liable for administration or the payment of any benefit under any plans maintained by the other party after Closing. Except as set forth in Schedule 6.02, neither Buyer nor the LLC shall assume, maintain or continue any Pension Plan, Welfare Plan or Other Plan of Seller or any of its Affiliates following Closing. With respect to any Pension Plan, Welfare Plan or Other Plan assumed by Buyer or the LLC following Closing as set forth in Schedule 6.02 (the "Assumed Plans"), the parties acknowledge and agree that (i) Buyer or the LLC shall only perform the duties and obligations of the employer-sponsor and plan administrator following the Closing and that Seller shall remain liable following Closing for any violations of applicable law or breaches of fiduciary duty or other obligations (other than the Buyer's Health Plan Obligation and Buyer's COBRA Obligation, defined below) that occurred (irrespective of when known) with respect to such plans prior to Closing; and (ii) neither Shareholders nor Seller shall be liable and neither Shareholders nor Seller shall be deemed to assume any liability, following Closing, for any benefits or coverage under such plans, or for any violations of applicable law or breaches of fiduciary duty or other obligations that occur (irrespective of when known) with respect to such plans on or after Closing. With respect to the group medical and dental plan assumed by the LLC as set forth in Schedule 6.02, the parties acknowledge and agree that (a) Buyer and the LLC shall pay and shall be liable for any and all medical and dental expenses or other expenses and liabilities payable in accordance with the terms of such plan that were incurred prior to, on or after Closing (irrespective of whether or not a claim has been made as of such time) (the "Buyer's Health Plan Obligation"); (b) neither Buyer nor the LLC shall be liable for any medi...
Employee Issues. No current employee of any TPT Corporation is subject to any Contract restricting him or her from performing his or her duties for any TPT Corporation.
Employee Issues. No employees of Seller are members of any union. Within 10 days after the date of this Agreement, Seller shall provide to Buyer the following: (i) a written disclosure of all benefits made available to Seller's employee's (including qualified and non-qualified retirement plans), (ii) a census of Seller's employees, and (iii) access to all personnel files for Seller's employees. All employee benefit plans maintained by Seller for its employees shall be fully funded prior to closing. Seller shall pay all wages, commissions, accrued vacation pay and other accrued compensation earned by Seller's employees prior to Closing. Seller shall be responsible for and shall pay all FICA and withholding taxes for employees which shall have accrued prior to Closing. Seller shall terminate the employment of all or Seller's employees effective as of the close of business on the Closing Date. At Buyer's sole discretion, Buyer may (but shall not be obligated to) hire any of Seller's employees.
Employee Issues. (a) Schedule 13.11(a) contains a true, correct and complete list of all employees (listed by job classification) of Seller involved solely in the GA Business as of the date of this Agreement (collectively, the “Business Personnel”), and a description of the rate and nature of all compensation payable to each such individual. Schedule 13.11(a) also lists those Business Personnel who as of the date of this Agreement are inactive, on worker’s compensation, or on family, medical or any other leave of absence, and any Business Personnel who perform light duty or have work restrictions. Except as set forth on Schedule 13.11(a), the employment of all Business Personnel is terminable at will. Seller has no unsatisfied liability to any previously-terminated Business Personnel.
(b) Except as set forth on Schedule 13.11(b), as of the date of this Agreement, no Claim before any Governmental Authority brought by or on behalf of any current, former or prospective employee, any current, former or prospective independent contractor, or any retiree, labor organization or other representative of employees of Seller (i) has been brought at any time since March 9, 2021; or (ii) is pending or, to the Knowledge of Seller, threatened in writing, against Seller.
(c) Neither Seller, nor to the Knowledge of Seller, any Representative of Seller, has made any written or oral contract with, or promise or other representation (whether IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4858-7384-8369v5 2954978-000007 09/08/2022" "" 4858-7384-8369v5 2954978-000007 09/08/2022 or not legally enforceable) to, any employee, officer or consultant regarding continued employment by or work with Purchaser after the Closing Date.
(d) Seller has not effectuated a “plant closing” (as defined in the WARN Act) or a “mass layoff” (as defined in the WARN Act) affecting the Property. Seller has not been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any state or local Law similar to the WARN Act.
Employee Issues. Within 10 days after the date of this Agreement, Seller shall provide to Buyer the following: (i) a census of Seller's employees and (ii) a written disclosure of all benefits made available to Seller's employees (including qualified and non-qualified retirement plans). All employee benefit plans maintained by Seller for its employees shall be fully funded prior to Closing. Seller shall pay all wages, commissions, accrued vacation pay (if any) and other accrued compensation earned by Seller's employees prior to Closing (together with all accrued FICA and withholding taxes). Seller shall terminate the employment of all of Seller's employees except ▇▇▇ ▇▇▇▇▇▇ effective as of the close of business on the Closing Date. At Buyer's sole discretion, Buyer may (but shall not be obligated to) hire any of Seller's employees; provided, however, Buyer shall offer employment to ▇▇▇▇▇ ▇▇▇▇▇▇ as provided in paragraph 25(g) and provided further, that Buyer shall offer employment to all of Seller's employees who are covered by the Collective Bargaining Agreement between Seller and District Lodge 93 I.A.M. & A.W. as amended May 23, 1996 on the terms and conditions provided in said Collective Bargaining Agreement. Seller hereby assigns, subject to the Closing of this Agreement, said Collective Bargaining Agreement to Buyer, and Buyer agrees to assume and perform the duties and obligations thereunder. Seller agrees that for a period of six months following Closing it will not offer employment to any of Seller's terminated employees unless Buyer shall fail to employ any such employees or shall subsequently terminate any such employee.
Employee Issues. No employees of Seller are members of any union. Within 10 days after the date of this Agreement, Seller shall provide to Buyer the following: (i) a census of Seller's employees, (ii) a written disclosure of all benefits made available to Seller's employees (including qualified and non-qualified retirement plans), and (iii) access to all personnel files for Seller's employees. All employee benefit plans maintained by Seller for its employees shall be fully funded prior to Closing. Seller shall pay all wages, commissions, accrued vacation pay and other accrued compensation earned by Seller's employees prior to Closing (together with all accrued FICA and withholding taxes). Seller shall terminate the employment of all of Seller's employees effective as of the close of business on the Closing Date. At Buyer's sole discretion, Buyer may (but shall not be obligated to) hire any of Seller's employees. Seller and Buyer will not, for a period of two years following Closing, offer employment to any person who was an employee of Seller's Business at any time within the 180 day period immediately preceding Closing unless either:
(1) Buyer consents in writing to Seller's employment of that employee, or (2) a period of at least six months shall have elapsed since the later of: (i) the date of Closing, or (ii) the last date when that employee is employed by Buyer.
Employee Issues. To Seller's knowledge, no employees of Seller are members of any union. Within ten (10) days after Franchisor approval of Buyer as a Ford and Mazda dealer, Seller shall provide to Buyer the following: (i) a list of Seller's employees, (ii) a written disclosure of all benefits made available to Seller's employees (including qualified and non-qualified retirement plans), and (iii) access to all personnel files for seller's employees, unless the providing of such information would, in Seller's reasonable discretion, be prohibited by State or Federal law. All employee benefit plans maintained by Seller for its employees shall be fully funded prior to Closing. Seller shall pay all wages, commissions, accrued vacation pay and other accrued compensation earned by Seller's employees prior to Closing (together with all accrued FICA and withholding taxes). Seller shall terminate the employment of all of Seller's employees effective as of the close of business on the Closing Date. At Buyer's sole discretion, Buyer may (but shall not be obligated to) hire any of Seller's employees. Seller will not, for a period of two years following Closing, employ or offer employment to any of Seller's terminated employees unless Buyer shall fail to employ such employees or shall subsequently terminate such employees.