Employees and Benefits Sample Clauses

Employees and Benefits. (a) For a period beginning on the Closing Date and continuing until December 31, 2013 except as provided in Section 5.8(a) of the Seller Disclosure Letter, Parent shall, or shall cause the Surviving Corporation and the Subsidiaries to, provide all persons who are employed by the Company and the Subsidiaries (including ISG) as of the Closing Date (including those on temporary layoffs or approved leaves of absence) (“Continuing Employees”), with the salary, annual bonus opportunity and employee benefits that are substantially comparable to, in the aggregate, the salary, annual bonus opportunity and employee benefits being provided to each such Continuing Employee immediately before the Closing Date; provided, however, that nothing herein shall be deemed to preclude the Surviving Corporation and the Subsidiaries from amending or terminating any plan, program or arrangement, transitioning Continuing Employees to any employee benefit plan, program or arrangement of Parent, or terminating the employment of any Continuing Employee, and; provided, further, that nothing herein shall be deemed to amend any Benefit Plan. Parent shall, or shall cause the Surviving Corporation to, assume (or, by virtue of the Merger, be deemed to have assumed) all liabilities and obligations of the Company with respect to any employment agreements in accordance with their terms, other than any employment agreement that terminates in connection with the Merger pursuant to the terms of any new employment arrangement or offer letter entered into between Parent and a Continuing Employee. (b) In any termination or layoff of any Continuing Employee by Parent or the Surviving Corporation after the Closing, Parent and the Surviving Corporation will comply fully, if applicable, with the WARN Act and all other applicable foreign, federal, state and local Laws, including those prohibiting discrimination and requiring notice to employees. From the date of this Agreement until the earlier of the Closing Date or the date this Agreement is terminated, at the request of Parent, which shall not occur more frequently than on a bi-weekly basis, the Company shall provide to Parent within seven (7) calendar days of Parent’s request a written schedule that reflects (i) the number of employees of the Company who have experienced during such period an “employment loss” (as defined in the WARN Act) and (ii) the title, position and employment of each such employee of the Company. Parent shall use its best effor...

Employees and Benefits. (a) The employees of FCB who remain employed after the Effective Date (“Continuing Employees”) shall be given credit under each employee benefit plan, policy, program and arrangement maintained by IBERIABANK after the Closing for their service with FCB prior to the Closing for all purposes, including severance, vacation and sick leave, eligibility to participate, vesting, satisfying any waiting periods, evidence of insurability requirements, seniority or the application of any pre-existing condition limitations, other than benefit accrual under a defined benefit plan (as defined in Section 3(35) of ERISA); provided, however, that accrued vacation taken subsequent to the Effective Date may be subject to such limitations as IBKC or IBERIABANK may reasonably require. Any employee of PFSL or FCB who does not remain employed by FCB after the Effective Date or does not receive a severance payment in connection with the Merger shall receive a severance payment as if he or she were an employee of IBKC for the entire time he or she were an employee of PFSL or FCB. (b) In the event of any termination of any PFSL or FCB health plan, IBKC and IBERIABANK shall make available to Continuing Employees and their dependents, employer-provided health care coverage under health plans provided by IBKC or IBERIABANK. Unless a Continuing Employee affirmatively terminates coverage under a PFSL or FCB health plan prior to the time that such Continuing Employee becomes eligible to participate in the IBKC or IBERIABANK health plan, no coverage of any of the Continuing Employees or their dependents shall terminate under any of the PFSL or FCB health plans prior to the time such Continuing Employees and their dependents become eligible to participate in the health plans, programs and benefits common to all employees and their dependents of IBKC or IBERIABANK. In the event IBKC or IBERIABANK terminates any PFSL or FCB health plan or consolidates of any PFSL or FCB health plan with any IBKC or IBERIABANK health plan, individuals covered by the PFSL or FCB health plan shall be entitled to immediate coverage under the IBKC or IBERIABANK health plan in accordance with the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations issued thereunder, including limitations on pre-existing condition exclusions, nondiscrimination and special enrollment rights. All PFSL or FCB employees who cease participating in a PFSL or FCB health plan and become participants...

Employees and Benefits. (a) Schedule 4.10(a) sets forth a list of all of the employees and independent contractors of the Company (including employees receiving salary continuation benefits under any short-term disability or salary continuation program, active employees on military service or other approved absences and employees absent from work pursuant to sick leave or other leave granted or required to be granted under the terms of the Family and Medical Leave Act (with all such employees and their respective reasons for leave being appropriately disclosed on said schedule)) and the salary and benefits to which each is receiving or to which may be entitled. (b) Schedule 4.10(b) sets forth a true and complete list of all employee benefit plans covering or otherwise benefiting employees or former employees of the Company, including, without limitation, any plan, program, arrangement, agreement or commitment that is an employment, consulting, severance, termination or deferred compensation, change in control or similar agreement, or any bonus, stock option, stock purchase, pension, incentive, profit sharing, deferred compensation, executive compensation, retiree medical or life insurance, supplemental retirement, severance, life, health, disability, accident, medical or dental insurance, vacation or other welfare or other employee benefit plan, program, arrangement, agreement or commitment (whether oral or written, whether for the benefit of a single individual or more than one individual), including any “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not subject thereto (collectively, the “Plans”). The Company has delivered or made available to Parent a true, accurate and complete copy of each Plan. Except as disclosed on Schedule 4.10(b), there are no pending changes, amendments or improvements to any Plan (other than immaterial changes, amendments or improvements to be made in the ordinary course or business consistent with past practice). (c) Each Plan is identified on Schedule 4.10(c) as a “qualified plan” if it is intended to qualify under Section 401(a) of the Code (a “Qualified Plan”). Each Qualified Plan has received a favorable determination letter from the IRS as to its qualification status; its related trust has been determined to be exempt from taxation under Section 501(a) of the Code; and nothing has occurred since the date of such letters that should result in the loss of such qualifications or exemptions. (d) Each Plan (and the Company’s ...

Employees and Benefits. (i) Any and all of the Company’s employees will be employed on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such person to obligate the Parent, the Buyer or any Affiliate thereof to employ any such person for any specific period of time after the Effective Time or in any specific position, or to restrict the Buyer’s right to terminate the employment of any such person at any time and for any reason satisfactory to the Buyer. Any Company employees not retained by the Buyer shall, however, be entitled to apply for any open position with the Buyer. (ii) The Buyer may amend or otherwise modify its Benefit Plans in accordance with terms thereof at any time before or after the Effective Time with a view to adopting any aspect of the Company’s Benefit Plans deemed to be in the Buyer’s best interest. Any Company employees who continue employment with the Buyer will, to the extent eligible therefore, be entitled to benefits consistent with those of existing employees of the Buyer, with credit for past service with the Company for purposes of participation, eligibility and vesting (including with respect to accrual of vacation and sick leave, but not including the calculation of any other benefit accrual); provided, however, that any such continuing employee will not be subject to any exclusion or penalty for pre-existing conditions that were covered under the Company’s medical plans as of the Effective Time or any waiting period relating to coverage under the Buyer’s medical plans. Any such Company employees shall be subject to the applicable terms of such Benefit Plans, including payment of deductibles, provided that there shall be no waiting periods applicable to any such Company employees to participate in such benefits (including applicable insurance benefits). (iii) Each employee of the Company retained by the Buyer shall receive from the Buyer, as of the Effective Time, credit for vacation and sick leave, each in the amount that an employee of the Buyer (having the same length of service with the Buyer as the retained employee has with the Company) would have accrued in the current benefit year through the Effective Time, less the amount of vacation and sick leave, respectively, used by the retained employee in such period. Each employee of the Company who is not retained for employment by the Buyer shall be paid for all accrued but unused vacation as of the date of termination of employment....

Employees and Benefits. (a) As of the Closing, Seller shall terminate the employment of all of its Employees identified on Schedule 5.5(a) of the Disclosure Schedule (the “Subject Employees”). Schedule 5.5(a) of the Disclosure Schedule hereto may be amended from time to time prior to the Closing to (i) delete any individuals who are no longer employed by Seller or (ii) upon the mutual written agreement of Purchaser and Seller, add or remove any other individuals. Purchaser, in cooperation with Seller, shall, at least two Business Days prior to the Closing Date and effective as of the Closing Date, extend a written offer of employment to those employees selected by Purchaser, in its sole and absolute discretion (the “Selected Employees”), at a level and with responsibilities that are substantially commensurate with their employment with Seller and at a wage or salary and other compensation not less than the respective wages or salaries and other compensation specified for such Selected Employees on Schedule 3.11 of the Disclosure Schedule. Those Selected Employees who accept offers of employment with Purchaser and who become employees of Purchaser as of the Closing Date are referred to as “Transferred Employees.” Purchaser agrees that in the event that it determines that it may not offer employment to sufficient numbers of employees to avoid the notice and other requirements of the WARN Act, Purchaser will give Seller immediate notice thereof which will be sufficiently in advance of the Closing of the purchase of the Business that Seller will be able to comply with the notice requirements of the WARN Act and Purchaser will indemnify, defend and hold Seller harmless from any liability or obligations under the WARN Act if Purchaser should fail to do so or if Seller otherwise incurs liability under the WARN Act as a result of Purchaser’s actions in connection with this transaction. (b) For one year following Closing, Purchaser shall provide (i) to each Transferred Employee salary or wages, as applicable, at least equal to those provided to such Transferred Employee immediately prior to the Closing and (ii) to Transferred Employees generally, such employee benefits as Purchaser shall determine and, in all events, in compliance with all requirements of applicable Law and any collective bargaining agreement. Upon Closing, Purchaser agrees that the Transferred Employees shall be eligible to participate in the employee benefit plans of Purchaser, including any group health plan of Purchas...

Employees and Benefits. (a) Prior to the Contribution Closing, NRGY shall cause the employment (including any employment agreements (common law or otherwise)) of all employees of Inergy Sales (“Inergy Sales Employees”) to be

Employees and Benefits. (a) Parent agrees prior to the Closing Date to cooperate with and to provide information to Company as necessary or appropriate to comply with or satisfy any requirement or custom to consult with or provide information to, with respect to any of the transactions contemplated by this Agreement, any employee or labor organization representing or related to employees of any of the Company Group. (b) For a period of no less than one (1) year following the Closing Date, Parent and the Surviving Company shall provide each of the Persons employed by the Company Group as of the Closing Date (each, an “Employee”) with (i) a base salary or wages that are not less than, (ii) variable/incentive/bonus pay opportunities that are substantially similar (excluding any value attributable to equity and equity-based compensation and retention, transaction or similar payments) to, and (iii) other benefit plans and arrangements that are no less favorable in the aggregate to, in each of clauses (i), (ii) and (iii), those provided to such Employees immediately prior to the Closing Date. Notwithstanding the foregoing, this Section 7.5 shall not limit the obligation of Parent, the Surviving Company or their Subsidiaries to comply with applicable Law or to maintain any compensation arrangement or benefit plan that, pursuant to an existing contract, must be maintained for a period longer than one (1) year following the Closing Date. No provision of this Agreement shall be construed as a guarantee of continued employment of any Employee, and this Agreement shall not be construed so as to prohibit Parent and the Surviving Company from having the right to terminate the employment of any Employee; provided, however, that any such termination is effected in accordance with applicable Law. (c) Each Employee and former Employee of any of the Company Group shall be credited with his or her years of service with the Company Group (and any predecessor entities thereof, to the extent such predecessor service is credited by Parent and the Surviving Company or any of their Subsidiaries) before the Closing Date under any employee benefit plan of Parent or the Surviving Company or any of their Subsidiaries providing benefits similar to those provided under a Benefit Plan (including under any applicable pension, 401(k), savings, medical, dental, life insurance, vacation, long-service leave or other leave entitlements, post-retirement health and life insurance, termination indemnity, severance or sep...

Employees and Benefits. 21.1 Employees in General.... 21.2 Represented Employees... 21.3 Non-Represented Employees...

Employees and Benefits. 21.1 EMPLOYEES IN GENERAL. Schedule 21.1 contains a list of: 21.1.1 the represented employees working at the Assets as of the date of this Agreement (each, a "REPRESENTED EMPLOYEE"); 21.1.2 the regular, full-time and regular, part-time non-represented employees working at the Assets as of the date of this Agreement (each, a "NON-REPRESENTED EMPLOYEE"); which employees are employees of Seller (collectively Represented Employees and Non-Represented Employees, the "EMPLOYEES"); and 21.1.3 the employees at the Assets who are classified as not actively at work as a result of (a) a short term disability, or (b) other leave of absence (other than for long-term disability), (each such employee an "INACTIVE EMPLOYEE").

Employees and Benefits. CPLB shall employ its own staff and shall be responsible for the salaries, wages or bonuses paid to, employee benefits made available to, and business expenses incurred by, its employees and for the actions or omissions of such employees in their capacity as employees of CPLB. CPLB shall fully indemnify and keep indemnified the Shareholders against all losses, damages, actions, proceedings, costs, claims, demands, awards, fines, orders, expenses and liabilities whatsoever (including but not limited to salaries, wages, bonuses and other emoluments, all statutory contributions and all income tax and national insurance contributions) in relation to the employees arising directly or indirectly out of or in connection with their employment by CPLB.