Employees and Employee Benefits Sample Clauses

Employees and Employee Benefits. (a) Commencing on the Closing Date, each Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, at Buyer’s sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.
Employees and Employee Benefits. (a) All individuals employed by the Company or any of its Subsidiaries immediately prior to the Closing (“Covered Employees”) shall automatically become employees of Acquiror as of the Closing. Following the Closing, Acquiror shall maintain employee benefit plans and compensation opportunities for the benefit of Covered Employees that provide employee benefits and compensation opportunities that, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are made available to similarly-situated employees of Acquiror under the Acquiror Benefit Plans; provided, however, that: (i) in no event shall any Covered Employee be eligible to participate in any closed or frozen Acquiror Benefit Plan; and (ii) until such time as Acquiror shall cause Covered Employees to participate in the Acquiror Benefit Plans, a Covered Employee’s continued participation in Company Benefit Plans shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the Acquiror Benefit Plans may commence at different times with respect to each Acquiror Benefit Plan).
Employees and Employee Benefits. (1) Buyer shall make commercially reasonable efforts to hire Seller’s staff at the Branches. Schedule 14(m) contains a list of all current employees of Seller employed at the Branches, including the employee’s name and position. Buyer shall make a written offer of employment to each employee of Seller selected by Buyer to be an employee of Buyer following the Closing Date. Each offer of employment shall be effective on the Closing Date. No later than 30 days following the date of this Agreement, (i) Buyer shall communicate the offers of employment consistent with the terms of this Section 14(m) to those employees to whom it determines to extend an offer and (ii) Buyer shall provide Seller with a written list of those employees to whom Buyer will make an offer of employment, and Seller shall take such action as is necessary to terminate such employees not included on such list or transfer their employment within Seller and its affiliates, in both cases effective as of the Closing Date. Each employee who accepts Buyer’s offer of employment (regardless of whether they are active employees or on leave of absence status as of the Closing Date) shall be a “Hired Employee” for purposes of this Agreement, effective upon the Closing Date and this date shall be referred to as the Hired Employee’s “Transfer Date.” Subject to applicable Legal Requirements, on and after the Closing Date, the Hired Employees shall become employees of Buyer, and Buyer shall have the right to dismiss any or all Hired Employees at any time, with or without cause, and to change the terms and conditions of their employment (including compensation and employee benefits provided to them). Each employee who is not offered employment by Buyer, or who fails to accept Buyer’s offer of employment shall be an “Excluded Employee” for purposes of this Agreement. Nothing in this Agreement shall give any employee any rights to claim status as a third party beneficiary of this Agreement.
Employees and Employee Benefits. Schedule 6.1 contains a list of in-scope employees (“Preliminary List”) employed by Seller as of the Effective Date in connection with the Transferred Assets (including active employees and employees who are on leave of absence or sick leave) (the “In-scope Employees”). Preliminary List will include a unique identifier for each employee on the list. Following the Effective Date, Seller will update the Preliminary List with a final listing of In-scope Employees (“Final List”). In the event that Seller is prohibited from providing Buyer with the name of any In-scope Employee as a result of applicable Laws relating to the safeguarding of data privacy, Seller shall include a serial number for such In-scope Employee instead of a name and shall update Schedule 6.1 following the Effective Date to add such In-scope Employee’s name in accordance with applicable Law. This Final List shall be updated prior to the Closing to reflect changes, if any, made between the Effective Date and the Closing Date. Buyer agrees that Buyer or a local Buying Affiliate shall make offers of employment to at least one-hundred fifteen (115) of the In-scope Employees at least twelve (12) days prior to the Transfer Date to be effective as of the Closing Date. The In-Scope Employees who accept such offers (the “Transferred Employees”) shall be employed by Buyer or local Buying Affiliate in accordance with the terms and conditions set forth in this Article VI. Buyer or a local Buying Affiliate agrees to make offers to all In-scope Employees until there are at least one-hundred fifteen (115) Transferred Employees or offers have been made to all In-scope Employees. Seller shall pay and shall cause Selling Affiliates to pay, all compensation or other money due to the Transferred Employees with respect to their employment and resignation of employment with Seller or a Selling Affiliate through and including the Closing Date, including in any event, and to the extent applicable, any sale bonuses, severance, change in control benefits, other bonuses (including variable pay in India), commissions, accrued but unused vacation time, accrued but unused variable pay, and all other amounts required to be paid to such employees pursuant to applicable law, agreements, policies or awards of Seller or any Selling Affiliates through the Closing Date or as a result of the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements.
Employees and Employee Benefits. (a) No later than January 15, 2014, Contributor shall promptly provide the Midstream Business Employee Information in writing to Acquirer with respect to each Midstream Business Employee. Thereafter as requested by Acquirer, and 15 days prior to the Closing Date whether or not requested by Acquirer, Contributor shall provide Midstream Business Employee Information that is accurate, complete and up-to-date as of the time such information is provided with respect to each Midstream Business Employee. At least 10 days prior to the Closing Date, Acquirer shall, or shall cause one of its Affiliates to, make offers of employment to the Midstream Business Employees of Acquirer’s choosing who pass Acquirer’s drug and other employment screening procedures, and each such offer shall be on terms consistent with the requirements set forth in this Section 5.8. From and after the Closing Date, the Midstream Business Employees that timely accept offers of employment as described in the preceding sentence and report to work with Acquirer or one of its Affiliates on or after the Closing Date in accordance with such offers are referred to herein as “Transferred Employees” (which such term shall include Transition Employees to the extent applicable). To the extent that any Midstream Business Employee does not receive an offer of employment from Acquirer or does not accept the one-time offer of employment from Acquirer or one of its Affiliates, Acquirer and its Affiliates are precluded from making any subsequent offers of employment to such Midstream Business Employee for a period of six months following the Closing Date unless Acquirer or one of its Affiliates pays or reimburses Contributor for the cost of any severance pay and benefits paid or provided by Contributor under the COC Severance Program or Executive Change of Control Agreement with respect to such Midstream Business Employee. In addition, if Acquirer and its Affiliates shall terminate any Transition Employee during the 90-day period beginning on the Closing Date and Acquirer or one of its Affiliates is required to provide severance benefits to such terminated Transition Employee under Section 5.8(f), then Acquirer and its Affiliates shall be precluded from making any subsequent offers of employment to such Transition Employee for a period of six months following the date of such Transition Employee’s termination of employment with Acquirer and its Affiliates unless Acquirer or one of its Affiliates pays or reimbu...
Employees and Employee Benefits. From and after the Effective Time, Parent shall treat all service by the Company Employees (as defined below) with the Company and their respective predecessors prior to the Effective Time for all purposes as service with Parent (except for purposes of benefit accrual under defined benefit pension plans or to the extent such treatment would result in duplicative accrual on or after the Closing Date of benefits for the same period of service), and, with respect to any medical or dental benefit plan of the Parent in which the Company Employees participate after the Effective Time, Parent shall waive or cause to be waived any pre-existing condition exclusions and actively-at-work requirements (provided, however, that no such waiver shall apply to a pre-existing condition of any Company Employee who was, as of the Effective Time, excluded from participation in a comparable Plan by virtue of such pre-existing condition), and shall provide that any covered expenses incurred on or before the Effective Time during the plan year of the applicable Plan in which the Effective Time occurs by a Company Employee or a Company Employee’s covered dependent shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Effective Time to the same extent as such expenses are taken into account for the benefit of similarly situated employees of Parent and subsidiaries of Parent. For purposes of this Section 6.2(c), “Company Employees” means persons who are, as of the Effective Time, employees of the Company.
Employees and Employee Benefits. From and after the Closing, each continuing Antin employee shall be entitled to participate in all SYS employee benefit plans in a manner and to the extent consistent with their position. From and after the Closing, SYS shall exercise its best efforts to treat all service by Antin Employees with Antin (or any predecessor thereto) prior to the Closing for all purposes as service with SYS (except for purposes of benefit accrual under defined benefit pension plans or to the extent such treatment would result in duplicative accrual on or after the Closing Date of benefits for the same period of service), and, with respect to any medical or dental benefit plan in which Antin Employees participate after the Closing Date, SYS shall exercise its best efforts to waive or cause to be waived any pre-existing condition exclusions and actively-at-work requirements (provided, however, that no such waiver shall apply to a pre-existing condition of any Antin Employee who was, as of the Closing, excluded from participation in a Antin Plan by virtue of such pre-existing condition), and shall exercise its best efforts to provide that any covered expenses incurred on or before the Closing during the plan year of the applicable Antin Plan in which the Closing Date occurs by a Antin Employee or a Antin Employee's covered dependent shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date to the same extent as such expenses are taken into account for the benefit of similarly situated employees of SYS and subsidiaries of SYS.
Employees and Employee Benefits. 4.22.1. As used in this Section 4.22, the following terms have the meanings set forth below.