Employees Benefit Plans. (a) For a period of one year following the Closing Date (the “Continuation Period”), the Surviving Corporation and its Affiliates will provide current employees of the Company and its Subsidiaries (other than those employees covered by a collective bargaining agreement) as of the Effective Time who continue employment with the Surviving Corporation and its Affiliates (“Employees”) with compensation and benefits that are no less favorable in the aggregate than those provided under the Company’s compensation and benefit plans, programs, policies, practices and arrangements (excluding equity-based programs) in effect at the Effective Time (it being understood that discretionary incentive programs will remain discretionary); provided, however, that nothing herein will prevent the amendment or termination of any specific plan, program or arrangement, require that the Surviving Corporation provide or permit investment in the securities of the Surviving Corporation or interfere with the right or obligation of the Surviving Corporation or its Affiliates to make such changes as are necessary to comply with applicable Law. Notwithstanding anything to the contrary set forth herein, nothing herein shall preclude the Surviving Corporation or its Affiliates from terminating the employment of any Employee for any reason for which the Company could have terminated such Employee prior to the Effective Time. (b) The Surviving Corporation and its Affiliates will honor all Company Benefit Plans (including any severance, retention, change of control and similar plans, agreements and written arrangements) described in Section 3.13(a) of the Company Disclosure Letter in accordance with their terms, subject to any amendment or termination thereof that may be permitted by such plans, agreements or written arrangements. Notwithstanding the preceding sentence, during the Continuation Period, the Surviving Corporation will provide all U.S. Employees (other than those covered by an individual agreement providing severance benefits outside the Company’s severance policies) who suffer a termination of employment with severance benefits no less favorable than those that would have been provided to such Employees under the severance policies as set forth in ParentCo’s Termination Pay and Benefit Plan for Certain Salaried Employees dated as of January 1, 2003, a copy of which has been heretofore provided to the Company. (c) No provision of this Section 5.7 will create any third party benef...
Employees Benefit Plans. Nothing herein expressed or implied shall confer upon any of the employees of the Seller Parties, Buyer, the Group Companies, or any of their Affiliates, any additional rights or remedies, including any additional right to employment, or continued employment for any specified period, of any nature or kind whatsoever under or by reason of this Agreement and the Ancillary Documents.
Employees Benefit Plans a) All bonus, severance, termination, retrenchment or redundancy payments that are the responsibility of the Company for employees of the Company, any of its Subsidiaries or any of their respective Affiliates whose employment will cease as of or prior to Closing shall be paid in full by Seller on or prior to Closing. As among the parties hereto, none of Peabody, Buyer or any of their Affiliates (including the Company and its Subsidiaries after the Closing) shall be liable for any such payments or amounts due to any such Person under any industrial or employment agreement or contract, collective bargaining or other industrial agreement or instrument (registered or unregistered), retention agreements or other such arrangements put in place by the Company or any of its Subsidiaries on or prior to the Closing regardless of when any such payments or amounts may be due or paid (and such payments and amounts due under such agreements and other such arrangements are listed on Schedule 5.4(a)); and liability for all such payments and amounts due shall be borne by Seller. (b) Employees of the Company who continue to be employed by Buyer, the Company, any of the Company's Subsidiaries or any of their Affiliates following the Closing will be given full credit for their years of service, including for the purposes of accrued long service leave, sick leave and annual leave, with the Company and its Subsidiaries before the Closing for purposes of vesting and eligibility to participate in benefit plans, short term absence or leave programs as available at Law and as Buyer determines to make available to such employees after the Closing other than the benefit plans of Company which may be continued by Buyer after the Closing; provided, however, such employees were entitled to such credit under the benefit plans as of the Closing Date, and provided, further, that in no event shall such service result in a duplication of benefits or rights to any such employee.
Employees Benefit Plans. Other than any former officers or as described in the Parent SEC Reports, Parent has never had any employees. Other than reimbursement of any out-of-pocket expenses incurred by Parent’s officers and directors in connection with activities on Parent’s behalf in an aggregate amount not in excess of the amount of cash held by Parent outside of the Trust Account, Parent has no unsatisfied material liability with respect to any employee. Parent does not currently maintain or have any direct liability under any benefit plan, and neither the execution and delivery of this Agreement or the other Transaction Agreements nor the consummation of the Transactions will: (a) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of Parent; or (b) result in the acceleration of the time of payment or vesting of any such benefits.
Employees Benefit Plans. At Closing, either HPI or Highwoods, at their discretion, shall hire all of the employees of API at their current level of compensation and benefits or their equivalent economic values as such employees were compensated by API.
Employees Benefit Plans. (a)With respect to any employee benefit plan maintained by Buyer or its Subsidiaries (collectively, “Buyer Benefit Plans”) in which any Employee who remains employed immediately after the Closing (“Company Group Continuing Employee”) will participate effective as of the Closing, Buyer shall, or shall cause the Company Group to, recognize all service of the Company Group Continuing Employees with the Company Group or any of its Subsidiaries, as the case may be as if such service were with Buyer, for vesting and eligibility purposes in any Buyer Benefit Plan in which such Company Group Continuing Employees may be eligible to participate after the Closing Date; provided, however, such service shall not be recognized (x) to the extent that such recognition would result in a duplication of benefits or such service was not recognized under the corresponding Benefit Plan or (y) for purposes of benefit accruals under any defined benefit plan maintained by Buyer or its Affiliates.(b)This Section 6.04 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 6.04, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.04. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The parties hereto acknowledge and agree that the terms set forth in this Section 6.04 shall not create any right in any Employee or any other Person to any continued employment with the Company Group, Buyer or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever.
Employees Benefit Plans. Delta shall not (i) adopt any employee benefit plan, (ii) enter into any employment contract, pay or agree to pay any special bonus or special remuneration to any director or employee, or increase the salaries or wage rates of its employees, except for bonuses to existing employees in connection with anniversary and promotions consistent with past practice and except for a special bonus paid to employees on or near the Closing Date for a total sum not in excess of $150,000, or (iii) hire or employ any executive personnel after the date hereof.
Employees Benefit Plans. Neither the Project Owner nor 109 Wagon Wheel has any employees, and neither entity has ever had any employees. Neither the Project Owner nor 109 Wagon Wheel has ever maintained, sponsored, participated in or contributed to, or been required to contribute to, nor will the Project Owner or 109 Wagon Wheel be subject to any obligation, responsibility or liability with respect to, any Employee Benefit Plan or Seller/ERISA Affiliate Benefit Plan (as defined below). “Employee Benefit Plans” means collectively any “employee benefit plan” as defined by Section 3(3) of ERISA, “multiemployer plan,” as defined in Section 4001 of ERISA, “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA or Section 412 of the Code, specified fringe benefit plan as defined in Section 6039D of the Code, or other bonus, incentive compensation, deferred compensation, profit sharing, stock option, stock appreciation right, stock bonus, stock purchase, employee stock ownership, savings, severance, supplemental unemployment, layoff, salary continuation, retirement, pension, health, life insurance, dental, disability, accident, group insurance, vacation, holiday, sick leave, fringe benefit or welfare plan, and any other employee compensation or benefit plan (whether qualified or nonqualified, currently effective or terminated, written or unwritten), or any trust, escrow or other agreement related thereto. “Seller/ERISA Affiliate Benefit Plan” means any Employee Benefit Plan which any trade or business (whether or not incorporated) which is or at any time within the six (6) year period preceding the date of this Agreement would have been treated as a “single employer” with the Project Owner under Section 414(b), (c), (m), or (o) of the Code (“ERISA Affiliate”) maintains, sponsors, participates in, contributes to, or is required to contribute to, or with respect to which the Project Owner, 109 Wagon Wheel or any ERISA Affiliate has any obligation or liability (contingent or otherwise).
Employees Benefit Plans. No Affiliated Company is a party to any collective bargaining agreement and is not a party to any pending or threatened labor dispute. There is no employee of Biomune or any other Affiliated Company whose employment is not terminable at will. Neither Biomune nor any other Affiliated Company has any employee benefit plan.
Employees Benefit Plans. Other than as shall be fully described on the Laser Disclosure Schedule as of the Closing, which plan has been inactive, the Company does not maintain, nor has the Company maintained in the past, any employee benefit plans ("as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), or any plans, programs, policies, practices, arrangements or contracts (whether group or individual) providing for payments, benefits or reimbursements to employees of the Company, former employees, their beneficiaries and dependents under which such employees, former employees, their beneficiaries and dependents are covered through an employment relationship with the Company, any entity required to be aggregated in a controlled group or affiliated service group with the Company for purposes of ERISA or the Internal Revenue Code of 1986 (the "Code") (including, without limitation, under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA, at any relevant time ("Benefit Plans").