Employment and Benefits Arrangements. (a) Within a reasonable period of time after the Effective Time (expected to be on or about December 1, 2019, subject to any delays in the Closing Date), the Buyer shall enroll each individual who is employed by the Company immediately prior to the Effective Time and who remains employed thereafter by the Surviving Corporation or the Buyer (each a “Continuing Employee”) in the Buyer’s employee benefit plans (including any severance plans) for which such employees are eligible (the “Buyer Plans”), providing for benefits that, in the Buyer’s discretion, are substantially similar in the aggregate to the benefits provided by the Buyer to its employees who are generally similarly situated (i.e. regular full time, part-time, temporary, intern) to such Employees, and the Buyer shall, to the extent permissible under such Buyer Plan, recognize the prior service with the Company of each of such Employees for purposes of eligibility to participate and vesting (but not benefit accruals) under the Buyer Plans. Buyer shall take commercially reasonable efforts to cause each applicable Buyer Plan to waive, to the extent permitted by applicable Law and the relevant insurance carriers, eligibility waiting periods, evidence of insurability requirements and pre-existing condition limitations. To the extent permitted by applicable Law and the relevant insurance carriers and to the extent applicable in the plan year that contains the Closing Date and subject to the timing of the addition of the Continuing Employees to the Buyer Plans and subject to the reasonable cooperation of the applicable Employees, Employees shall be given credit under the applicable Buyer Plan for amounts paid during the calendar year in which the Closing Date occurs under a corresponding benefit plan of the Company for purposes of applying deductibles, co-payments and out-of-pocket maximums, as though such amounts had been paid in accordance with the terms and conditions of the Buyer Plan. 61
Employment and Benefits Arrangements. Immediately prior to the Closing, the Company shall pay (i) all amounts payable under the Phantom and Common Stock Compensation Plan as of the Closing Date in accordance therewith and (ii) the one-time employee transaction completion bonus.
Employment and Benefits Arrangements. (a) Immediately prior to the Closing Date, Sellers shall transfer, or shall cause their respective Affiliates to transfer, all Acquired Companies Employees (other than Delayed Transferred Employees) listed on Section 5.12(a)(i) of the Sellers Disclosure Schedules to the appropriate Acquired Company. Effective as of the Closing Date, the Acquired Companies shall continue to employ the Acquired Companies Employees. Effective as of the Closing Date, Buyer shall, or shall cause one of its applicable Affiliates to, offer employment to each other Employee listed in Section 5.12(a)(ii) of the Sellers Disclosure Schedules who is (i) actively employed on the Closing Date, (ii) absent from employment due to vacation, temporary illness, or short-term disability, or an authorized leave of absence with the right to return to employment following expiration of such absence, or (iii) a Current LTD Employee (the “Current Employees”). A Current Employee who arrives at their then applicable place of employment in the Business on the Transfer Date shall be deemed for all purposes of this Agreement to have accepted Buyer’s offer of employment for all purposes of this Agreement. Each of Section 5.12(a)(i) and Section 5.12(a)(ii) of the Sellers Disclosure Schedules may be amended prior to the Closing Date to add or remove Acquired Companies Employees and/or Current Employees, as the case may be, as agreed between Sellers and Buyer; provided, that Buyer’s consent shall not be required with respect to any amendment to Section 5.12(a)(i) or Section 5.12(a)(ii) of the Sellers Disclosure Schedules with respect to Employees hired after the date hereof or removal of individuals who will no longer be Employees as of the Closing Date, except for any such hiring or termination requiring Buyer’s consent pursuant to Section 5.1(b)(xiv). In the event the employment of an Employee transfers automatically to Buyer upon the occurrence of the Closing Date by operation of Law, Buyer and Sellers agree to take, or cause their respective Affiliates to take, all actions required under applicable Law and all other actions as are necessary or appropriate such that the employment of such Employee will transfer to Buyer or its Affiliate automatically as of the Transfer Date. For the avoidance of doubt, Sellers shall remain responsible for the continued provision of any long-term disability benefits received by an Acquired Companies LTD Employee or a Current LTD Employee as of immediately prior to Closin...
Employment and Benefits Arrangements. (a) Each Acquired Group Company Employee employed as of immediately prior to the Closing (the “Continuing Employees”) shall continue employment with the applicable Acquired Group Company immediately following the Closing.
Employment and Benefits Arrangements. (a) From and after the Closing Date, Buyer will honor, in accordance with their terms, all existing written employment, change in control and severance agreements between the Acquired Companies and any Company Employee.
Employment and Benefits Arrangements. (a) Except as specifically provided herein, Buyer will cause service rendered prior to the Closing Date by Covered Employees to be recognized for all purposes under all employee benefit plans, programs, policies and arrangements (including, but not limited to, paid time off and severance) of Buyer (including, following the Closing, the Acquired Companies), to the same extent that such service was recognized under the corresponding plans of Seller (including the Acquired Companies) for those purposes; provided, that nothing herein shall result in the duplication of any benefits. Without in any way limiting the foregoing, Covered Employees will not be subject to any pre-existing condition limitation or waiting period under any health plan of Buyer or its Affiliates for any condition for which they would have been entitled to coverage, or satisfied any waiting period, under the corresponding plan of the Seller (including the Acquired Companies) in which they participated immediately prior to the Closing Date. Buyer will cause such Covered Employees to be given credit under such health plans of Buyer for co-payments made and deductibles and out-of-pocket expenses satisfied prior to the Closing Date.
Employment and Benefits Arrangements. (a) Continuing Employees shall receive standard employee benefits offered by Parent to its employees of comparable status; provided that, until such time as Continuing Employees participate in employee benefit plans provided by the Buyer and its Affiliates from time to time, the Continuing Employees shall continue to participate in the Company Benefit Plans.
Employment and Benefits Arrangements. With respect to any Company Employee who is subject to a collective bargaining agreement, this Section 5.9 only shall apply to those employment terms, compensation and employee benefits to the extent they are (i) not negotiated pursuant to collective bargaining or (ii) negotiated pursuant to collective bargaining, but are intended to be equivalent to the employment terms, compensation and employee benefits of Company Employees who are not subject to a collective bargaining agreement; provided that, in all events, the employment terms, compensation and employee benefits set forth in the applicable collective bargaining agreement (as in effect from time to time) shall be respected by Parent, the Surviving Corporation and their Affiliates. For the avoidance of doubt, nothing in this Section 5.9 shall limit the negotiating positions that may be taken in connection with any renegotiation of any collective bargaining agreement following the Closing Date.
Employment and Benefits Arrangements. (a) Each Acquired Company Employee employed as of immediately prior to the Closing (the “Continuing Employees”) shall continue employment with the Company immediately following the Closing. Continuing Employees shall include Acquired Company Employees who are on an approved leave of absence under any of the Company’s leave policies for any reason including disability. Prior to the Closing, Seller shall cause each of the Acquired Company Employees, which list of Acquired Company Employees may be amended prior to Closing as mutually agreed upon by Seller and Buyer, other than those individuals who resign or whose employment may be terminated by Seller prior to the Closing in a manner compliant with Section 5.1, to be employed by the Company either through the transfer of such individuals’ employment or through other means.
Employment and Benefits Arrangements. (a) During the period commencing on the Closing Date and ending on the effective date of an Employee's termination of employment with the Company or its Subsidiaries, Buyer shall, and shall cause the Company and its Subsidiaries to, provide each Employee (other than the Key Employees and any other Employee who executes any Offer Package Agreement prior to the Agreement Date, for which the terms of this Section shall not apply) who remains employed immediately after the Closing (each a "Company Continuing Employee") with standard employee benefits offered by Buyer to its employees of comparable status; provided that, until such time as Continuing Employees participate in employee benefit plans provided by the Buyer from time to time, the Continuing Employees shall continue to participate in the Company Employee Plans.
