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.
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.
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) 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.
Employees and Benefits. (a) Purchaser agrees that, for a period of one year following the Closing (or, if earlier, until the date of termination of the relevant employee), the individuals who are employed by the Company as of the Closing Date and who continue in employment with the Company following the Closing Date (the “Continuing Employees”) shall be eligible to receive (i) base salaries or hourly wage rates, as applicable, that are at least as favorable as the base salaries or hourly wage rates provided to such Continuing Employees immediately prior to the Closing Date, and (ii) health and welfare benefits that are substantially similar, in the aggregate, to those provided to such Continuing Employees immediately prior to the Closing Date. Purchaser shall ensure that any employee health and welfare benefit plans or programs it maintains or adopts with respect to the Continuing Employees treat employment with the Company prior to the Closing Date the same as employment with Purchaser or the Company from and after the Closing Date for purposes of eligibility and vesting (including, without limitation, the satisfaction of any waiting periods under any welfare benefit plans maintained by Purchaser (the “Purchaser Welfare Plans”)) and, for purposes of any vacation plan or policy it adopts with respect to the Continuing Employees. No pre-existing condition limitations, exclusions or waiting periods applicable with respect to life and accidental death and dismemberment insurance, disability, sickness and accident and medical benefits under Purchaser Welfare Plans will apply to Continuing Employees to the extent that such limitations, exclusions or waiting periods exceed those in effect under the benefit plans maintained by the Company as of the Closing Date. Purchaser Welfare Plans in which a Continuing Employee participates after the Closing Date will recognize, for purposes of satisfying any deductible, co-pays and out-of-pocket maximums during the plan year in which the Closing Date occurs, any payment made by such Continuing Employee in such plan year prior to the Closing Date toward deductibles, co-pays and out-of-pocket maximums in any corresponding Employee Benefit Plan.
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.
Employees and Benefits. (a) Except to the extent otherwise required by applicable Law, for a period of at least one (1) year following the Contribution Closing Date, Acquirer shall provide, or cause the Propane Group Entities or AmeriGas GP to provide, each Propane Group Employee with a salary or wage that is no less than the base salary (or the base wage rate) applicable with respect to such Propane Group Employee on the Contribution Closing Date.
Employees and Benefits. (a) The employees of TSH and its Subsidiaries 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 TSH or its Subsidiaries (or any predecessor thereto) 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 in accordance with IBKC’s plan, 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, that all accrued but unused vacation time and paid time off as of the Effective Date shall be paid out by TSH at the employee’s then-current rate of salary as set forth on Schedule 4.3(a).
Employees and Benefits. (a) As of the Closing Date, all Hired Employees shall cease to accrue benefits under the Employee Plans of Kindred and Kindred shall take all such action as may be necessary to effect such cessation. There shall be no transfer of assets or liabilities of Employee Plans to New Operator or to any Employee Plans of the New Operator with regard to the Hired Employees. Kindred shall retain all responsibility for, and New Operator shall have no obligation or responsibility for, any of such benefits, except as provided herein.
Employees and Benefits. (a) As of the Closing Date, all Hired Employees shall cease to accrue benefits under the employee benefit plans, programs and policies of OWNERS, and OWNERS shall cause Current Manager to take all such action as may be necessary to affect such cessation. There shall be no transfer of assets or liabilities of such plans, programs and policies to NEW OPERATORS or to any employee benefit plans of the NEW OPERATORS with regard to the Hired Employees, except as otherwise expressly provided herein. OWNERS shall retain all responsibility for, and NEW OPERATORS shall have no obligation or responsibility for, any of such benefits, except as provided herein.
