Employee Matters and Employee Benefits. (a) Schedule 3.11(a) hereto contains a list of each material Employee Benefit Plan and compensation policy or arrangement maintained or contributed to by the Target. The Seller has made available to the Purchaser a copy of each Employee Benefit Plan and compensation policy or arrangement. There are no material actions, suits or proceedings brought or, to the Seller’s Knowledge, threatened against the Target by or on behalf of any employee of the Target. Schedule 3.11(b) sets forth an accurate, correct and complete list of all employees of the Target terminated (except with cause, by voluntarily departure or by normal retirement), laid off or subjected to a reduction of more than 50% in hours or work during the two full calendar months and the partial month preceding this representation and warranty.
Employee Matters and Employee Benefits. (a) Not later than the Closing Date, Del Monte shall terminate those employees identified on Schedule 4.6(a) hereto.
Employee Matters and Employee Benefits. Seller has complied with all material federal, state and local laws with respect to all employees or contractors employed or engaged by it. To Seller’s Knowledge, there are no material liabilities or contingent liabilities relating to any of Seller’s employees that would reasonably be expected to affect the Business or the Purchased Assets after the Closing.
Employee Matters and Employee Benefits. (a) At or before the Closing, Buyer or an Affiliate of Buyer shall offer to hire, as of the Effective Time, all employees of Seller listed on Schedule 7.4(a) attached hereto (the “Eligible Employees”), contingent on each Eligible Employee’s completion of I-9 and E-Verify processes in a manner reasonably satisfactory to Buyer and compliant with applicable Law (such Eligible Employees who, after the Closing, are employed by Buyer or an Affiliate of Buyer being referred to herein as the “Hired Employees”). During the period commencing at the Closing and ending on the date which is twelve (12) months from the Closing, Buyer or an Affiliate of Buyer shall provide each Hired Employee with at least the same base salary (and target bonus opportunity with respect to Xxxxx Vacare and Xxxxx Xxxxxxxxxx) and employee benefits, that are, in the aggregate, substantially comparable to the salary (and target bonus opportunity with respect to Xxxxx Vacare and Xxxxx Xxxxxxxxxx) and employee benefits provided by Seller immediately prior to the Closing to such employee. Nothing in this Agreement shall be construed to create a right in any Eligible Employee to employment or retention by Buyer or any of its Affiliates for any specific period of time, and, subject to any agreement between any such Eligible Employee and Buyer or any of its Affiliates, the employment or retention of each Eligible Employee who is employed or retained by Buyer or any of its Affiliates after the Closing shall be on an “at-will” basis.
Employee Matters and Employee Benefits. Buyer shall use reasonable efforts to ensure that, on and after the Closing, Company Employees who after the Closing are employed or retained by Buyer or an Affiliate of Buyer (“Hired Employees”) are provided terms and conditions of employment that are substantially similar to the terms and conditions of employment or service currently applicable to officers and/or employees of Buyer and its Affiliates having similar responsibilities and positions as the Hired Employees taking into account the location of such Hired Employees. Nothing in this Agreement shall be construed to create a right in any Company Employee to employment or retention by Buyer or any of its Affiliates for any specific period of time and, subject to any agreement between an employee and Buyer or any of its Affiliates, the employment or retention of each Hired Employee shall be on an “at will” basis.
Employee Matters and Employee Benefits. (a) At the Closing, Echo shall cause the Company to continue the employment of all Available Employees. In connection therewith, Echo shall cause each such Available Employee to be provided with employee benefits at the Closing that are substantially similar to those provided to other similarly situated employees of Echo; provided, however, for a transition period following the Closing, Echo may instead determine to honor certain policies and procedures of the Company in effect as of Closing for purposes of employee benefits (for example Echo may keep in place certain Company commission plans through the end of 2016 and thereafter transition to Echo commission plans). Echo will honor accrued vacation days of the Available Employees as of the Closing pursuant to the policies and procedures of the Company as in effect as of the Closing. From the Closing Date through August 31, 2016, Seller shall allow all Available Employees to continue to participate in all Employee Benefit Plans that are health or welfare benefit plans consistent with the level of participation of such Available Employees in such Employee Benefit Plans as of the Closing Date.
Employee Matters and Employee Benefits. Except as expressly provided in this Agreement, nothing in this Agreement (including Sections 5.2 and 5.3) shall be deemed to impose on Buyer any Liabilities or responsibilities (including, for the avoidance of doubt, Taxes, if any) for periods prior to the Closing Date to or relating to Seller’s employees, consultants or independent contractors (or those of any Affiliate of Seller) in their capacity as such, including without limitation, Liabilities or responsibilities for (a) pension, retirement, profit-sharing, savings, medical, dental, disability income, life insurance or accidental death benefits, whether insured or self-insured, whether funded or unfunded, (b) workers’ compensation (both long term and short term) benefits, whether insured or self-insured, whether or not accruing or based upon exposure to conditions prior to the date of this Agreement or for claims incurred or for disabilities commencing prior to the Closing Date, or (c) severance benefits.
Employee Matters and Employee Benefits. Nothing in this Agreement shall be deemed to impose on Purchaser any liabilities or responsibilities for periods prior to the Closing regarding any employees of Seller including, without limitation, liabilities or responsibilities for (i) pension, retirement, profit-sharing, savings, pension, medical, dental, disability income, life insurance, or accidental death benefits, whether insured or self-insured, whether funded or unfunded, (ii) workers’ compensation (both long term and short term) benefits, whether insured or self-insured, whether or not accruing or based upon exposure to conditions prior to the date of this Agreement or for claims incurred or for disabilities commencing prior to the Closing Date, or (iii) severance benefits.
Employee Matters and Employee Benefits. Nothing in this Agreement shall be deemed to impose on Buyer any Liabilities or responsibilities (including, for the avoidance of doubt, Taxes, if any) for periods prior to or after the Closing to or relating to Seller’s employees, consultants or independent contractors (or those of any Affiliate of Seller) in their capacity as such, including without limitation Liabilities or responsibilities for (i) pension, retirement, profit-sharing, savings, medical, dental, disability income, life insurance or accidental death benefits, whether insured or self-insured, whether funded or unfunded, (ii) workers’ compensation (both long term and short term) benefits, whether insured or self-insured, whether or not accruing or based upon exposure to conditions prior to the date of this Agreement or for claims incurred or for disabilities commencing prior to the Closing Date, or (iii) severance benefits.
Employee Matters and Employee Benefits. (a) Purchaser or an affiliate of Purchaser shall offer to hire, as of the effective time of the Closing, all employees of Seller listed on Schedule 4.8 (the “Eligible Employees”), contingent on each Eligible Employee’s completion of I-9 and E-Verify processes in a manner reasonably satisfactory to Purchaser and compliant with applicable Law (such Eligible Employees who, after the Closing, are employed by Purchaser or an affiliate of Purchaser being referred to herein as the “Hired Employees”). Nothing in this Agreement shall be construed to create a right in any Eligible Employee to employment or retention by Purchaser or any of its affiliates for any specific period of time, and, subject to any agreement between any such Eligible Employee and Purchaser or any of its affiliates, the employment or retention of each Eligible Employee who is employed or retained by Purchaser or any of its affiliates after the Closing shall be on an “at-will” basis.
