Employees and Employee Benefit Matters. The parties agree as to employee and employee benefit matters as set forth in Exhibit D.
Employees and Employee Benefit Matters. (a) The Purchaser shall offer employment as of the Closing Date to substantially all of the Business Employees employed at the Stations. In determining which Business Employees will be offered employment, the Purchaser will comply with all applicable Laws. Each such Business Employee who accepts the Purchaser’s offer of employment as of the Closing Date (a “Transferred Employee”) shall be entitled to receive during his or her employment with the Purchaser (provided that the Purchaser is not required to employ any Transferred Employee for any minimum period of time after the Closing Date): (i) until at least the first anniversary of the Closing Date, (x) an annualized base salary or hourly rate of pay that is no less than that paid by the Sellers (or any Affiliate thereof) to such Transferred Employee as set forth on Schedule 6.9(a) as of the date hereof, provided that employees who receive base pay and bonus or commissions shall receive a combination of base pay plus bonus or commission opportunity that is no less than the rate of base pay and bonus or commission opportunity paid by the Sellers (or any Affiliate thereof) to such Transferred Employees as set forth on Schedule 6.9(a) as of the date hereof, and (y) a position comparable to the position such Transferred Employee held with the Sellers (or any Affiliate thereof) as of the Closing Date at a work location that is not more than 50 miles from the work location where such transferred Employee worked prior to the Closing Date, and (ii) sick and vacation leave, health insurance, life insurance, accidental death and dismemberment insurance, short-and-long-term disability insurance and 401(k) retirement benefits on terms and conditions that are comparable in the aggregate to what the Sellers provide. The Purchaser’s health, vacation, severance, sick leave and other employee benefit plans and policies shall, to the extent permitted under the applicable plans of the Purchaser, provide each Transferred Employee with credit for years of service with the Sellers (or their Affiliates) prior to the Closing, to the same extent the Sellers credited such service prior to Closing, for the purpose of (w) eligibility, (x) vesting, (y) seniority/benefit entitlement for sick and vacation leave, and
Employees and Employee Benefit Matters. Section 8.01
Employees and Employee Benefit Matters. (a) Without limiting any additional rights that any individual who is an employee of the Company or any of the Company Subsidiaries at the Effective Time and whose employment will continue following the Effective Time (each, an “Assumed Employee”) may have under any Company Benefit Plan, except as otherwise agreed in writing between Parent and an Assumed Employee, the Surviving Corporation and each of its Subsidiaries shall employ Assumed Employees pursuant to terms and conditions established at the discretion of Parent and its Subsidiaries (including the Surviving Corporation); provided, however, that, subject to the foregoing, nothing herein shall prevent the amendment or termination of any Company Benefit Plan in accordance with the Company Benefit Plan’s terms or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary to conform to or comply with applicable Law or otherwise.
Employees and Employee Benefit Matters. As of the Effective Time, Parent -------------------------------------- shall, or shall cause the Surviving Corporation to, retain the employment of all employees of the Company. From and after the Effective Time, each employee of the Company whose employment is not covered by a collective bargaining agreement ("Non-Union Employees") shall be employed by the Surviving Corporation or Parent ------------------- at a salary and on terms and conditions (and with employee benefits (including, without limitation, benefits of the type described in Section 3(1) of ERISA)) that are at least as favorable in the aggregate as those provided by the Company (or its Affiliates) immediately before the execution hereof. With regard to any Non-Union Employees permitted to participate in employee benefit plans or arrangements sponsored or maintained by Parent, Parent shall provide each such Non-Union Employee credit for years of service with the Company prior to the Effective Time for (i) the purpose of eligibility and vesting under Parent's health, vacation and other employee benefit plans (including, without limitation, any "employee benefit plan," as defined in Section 3(2) of ERISA, maintained or sponsored by Parent), and (ii) any and all pre-existing condition limitations and eligibility waiting periods under group health plans of Parent, and shall cause to be credited to any deductible out-of-pocket expenses under any health plans of Parent any deductibles or out-of-pocket expenses incurred by Non-Union Employees and their beneficiaries and dependents during the portion of the calendar year prior to their participation in the health plans of Parent. Notwithstanding any other provision of this Agreement, employees of the Company who are covered by a collective bargaining agreement on and after the Effective Time shall receive benefits in accordance with the terms of such agreement.
Employees and Employee Benefit Matters. (a) The Company does not have or employ, nor has it ever had or employed, any employees. The Company does not have, nor has it ever sponsored, maintained, contributed or had an obligation to contribute, contingent or otherwise, with respect to or been a party to an “employee benefit plan,” as defined in Section 3(3) of ERISA, or any employment, severance, change of control or similar contract, plan arrangement or policy or other plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, equity option or other equity-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) (collectively, “Benefit Plans”); provided, however, the Company has an obligation to reimburse an Affiliate of Seller for the allocated costs associated with an Affiliate’s Benefit Plans. Section 4.13(a) of the Company Disclosure Schedule sets forth a true and complete list of each Benefit Plan maintained by Seller or any of its Affiliates covering any Subject Employee.
Employees and Employee Benefit Matters. 24 - ii - 4 ARTICLE IX
Employees and Employee Benefit Matters. As soon as practicable, but in no event later than thirty (30) days from the date hereof (the date of such written notice, the "Designated Employee Notice Date"), Mpower shall provide Parent and ICG with written notice (the "Designated Employee Notice") of each Business Employee Mpower intends to offer employment to prior to the Closing Date (the "Designated Employees"), it being understood and agreed that Mpower will offer employment to at least 73% of the Business Employees who have not voluntarily terminated their employment or been terminated for Cause prior to the applicable Designated Employee Notice Date and that Business Employees who are not set forth on the Designated Employee Notice shall not be engaged in the conduct of the Purchased Business after the Designated Employee Notice Date except as otherwise provided in the Management Agreement. Mpower shall, at any time from the Designated Employee Notice Date and prior to the Closing Date, on an individual Designated Employee basis, make an offer of employment (an "Employment Offer") to each Designated Employee on terms to be determined in the sole discretion of Mpower. The Selling Parties and Mpower acknowledge and agree that no Business Employee (including any Business Employee set forth on the Designated Employee Notice) shall be employed by Mpower or deemed to be employed by Mpower for any purposes prior to the date the Designated Employee commences employment with Mpower (each such Business Employee, an "Assumed Employee", and such date, an "Assumed Employee Employment Date"), notwithstanding the fact that each Business Employee shall be managed by Mpower and/or its Affiliates until the Closing Date in accordance with the terms and conditions of the Interim Management Agreement. On the earlier of (i) the Closing Date or (ii) the applicable Assumed Employee Employment Date, the Selling Parties shall pay to each Designated Employee the full amount of such Designated Employee's accrued salary and other amounts owed to such Designated Employees as of such date except, with respect to Assumed Employees, for amounts with respect to the liabilities set forth on Schedule 5.18. On or prior to the earlier of (a) the Closing Date or (b) the applicable Assumed Employee Employment Date, the applicable Selling Party shall deliver to each Designated Employee a letter, reasonably satisfactory to Mpower, stating (x) that such Designated Employee's employment with such Selling Party shall be terminated on the ...
Employees and Employee Benefit Matters. (i) Except as set forth in Section 6(c)(vi) below and except as may be required by collective bargaining agreements in effect on the Closing Date, nothing in this Agreement (whether express or implied) shall in any way restrict the right of the Companies and/or their Subsidiaries to provide salaries, wages and benefits different from those provided to Current Employees (or employees of the non-U.S. Companies and their Subsidiaries) prior to the Closing Date. HarnCo and Sellers shall retain all Liability for post-retirement medical benefits and other benefits payable to Former Employees as of the Closing Date. Nothing in this Agreement shall be deemed to restrict or otherwise prevent or prohibit the Companies or their Subsidiaries from terminating after the Closing Date any employee of the Companies or their Subsidiaries, to the extent permitted by applicable law and any applicable collective bargaining agreement. Investor and MHE shall indemnify HarnCo and its Affiliates against any Adverse Consequences which HarnCo or its Affiliates may incur or suffer under the Worker Adjustment and Retraining Notification Act or any similar state law arising out of, or relating to, any actions taken by Investor, the Companies or their Subsidiaries with respect to Current Employees on or after the Closing Date.
Employees and Employee Benefit Matters. (a) Not later than the Business Day prior to the Effective Time, Purchaser shall offer Comparable Employment as of the Effective Time to each Employee that Purchaser desires to employ, as long as such Employee is then employed by and in good standing with Seller; provided that Purchaser in no event will offer employment to the Excluded Employees. Within thirty (30) days prior to the anticipated Closing Date, Seller will provide to Purchaser employment records of the Employees and a reasonable opportunity to meet with the Employees in a manner consistent with Section 8.1. Purchaser shall keep Seller informed on a reasonably prompt basis of any offer of employment made by Purchaser to any Employees.
