Workforce Matters. (a) Prior to the Closing, the Buyer shall make a "qualifying offer" of employment as that term is defined in the AquaSource Severance Policy dated January 1, 2002 (the "Severance Policy" and, such qualifying offer, a "Qualifying Offer") to each of the employees of the Seller identified in Section 6.6(a) of the Seller Disclosure Schedule (such individuals, the "Affected Employees"). The Qualifying Offers shall be subject to Closing and contingent on the Affected Employee satisfying the Buyer's drug testing policy and other requirements imposed by applicable law, such as the Immigration Reform and Control Act of 1986, as applicable (the "Hiring Conditions"). Subject to Closing and satisfaction of the applicable Hiring Conditions, such Qualifying Offers shall be accepted or rejected by the Affected Employees prior to the Closing Date, to be effective immediately after the Closing. In connection with the hiring process for Affected Employees, the Buyer shall comply with applicable laws pertaining to labor and employment, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Rehabilitation Act and comparable state and local laws. (b) Effective immediately after the Closing, the Company shall assume, and continue in effect for a period of not less than twelve (12) months from the Closing Date, the Severance Policy for the benefit of all Affected Employees who have accepted Qualifying Offers and satisfied the Hiring Conditions (the "Severance Obligations"), except that for purposes of the assumption, all references in the Severance Policy to "AquaSource" shall be to the Company, and all references to "any DQE Subsidiary" shall be to any Buyer Subsidiary. If any Affected Employee does not accept a Qualifying Offer or does not satisfy the Hiring Conditions, then the Buyer shall have no further obligation to such Affected Employee or to the Seller or DQE with regard to such Affected Employee. For the avoidance of doubt, liabilities and obligations in respect of Affected Employees who do not accept a Qualifying Offer or satisfy the applicable Hiring Conditions shall be Buyer Indemnifiable Losses and subject to the Seller's and DQE's indemnification obligations under Article IX, recognizing that such indemnification obligations are always subject to the limitations and restrictions contained in Articles IX and X. As between the Seller and the Buyer, neither the Seller nor DQE shall be obligated to provide any severance or separation pay benefits to any Affected Employee who has accepted a Qualifying Offer and satisfied the Hiring Conditions on account of any termination of such Affected Employee's employment after the Closing. Pursuant to Section 10 of the Retention Agreements, effective upon the Closing, the Company hereby assumes and agrees to perform the Seller's obligations under the Retention Agreements in the same manner and to the same extent that the Seller would be required to perform, had such succession not taken place. In addition, effective upon the Closing, (i) DQE and the Seller hereby assign to the Company those agreements set forth in Section 3.10(c) of the Seller Disclosure Schedule and (ii) the Company hereby assumes and agrees to perform the Seller's or DQE's obligations which arise after the Closing under those agreements set forth in Section 3.10(c) of the Seller Disclosure Schedule, provided, however, that DQE and the Seller retain sufficient rights under such agreements necessary to satisfy their respective obligations contemplated by the last sentence of Section 6.17(a). For the avoidance of doubt, liabilities and obligations of DQE, the Seller or the Company which arise after the Closing under the Retention Agreement and those agreements set forth in Section 3.10(c) of the Seller Disclosure Schedule shall be Seller Indemnifiable Losses and subject to the Seller's indemnification obligations under Article IX, recognizing that such indemnification obligations are always subject to the limitations and restrictions contained in Articles IX and X. (c) The Buyer shall be responsible for providing any continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") in respect of Affected Employees who experience a qualifying event (within the meaning of COBRA) after the Closing, except for those Affected Employees who do not accept a Qualifying Offer or who do not satisfy the Hiring Conditions. The Buyer shall not have any further responsibility for compliance with the continuation coverage requirements under COBRA with respect to any other employees of the Seller or DQE. The Seller shall be responsible for providing continuation coverage required under COBRA in respect of Affected Employees who experience a qualifying event (within the meaning of COBRA) before the Closing Date and in respect of Affected Employees who do not accept a Qualifying Offer or who do not satisfy the Hiring Conditions. (d) The Seller shall be responsible for any notices required to be given under, or otherwise comply with, the WARN Act or similar statutes or regulations of any jurisdiction relating to any "plant closing" or "mass layoff" or similar triggering event ordered by DQE or the Seller with respect to the Affected Employees prior to or on the Closing Date. The Buyer shall be responsible for any notices required to be given under, or otherwise comply with, the WARN Act or similar statutes or regulations of any jurisdiction relating to any "plant closing" or "mass layoff" or similar triggering event ordered by the Buyer or any Buyer Subsidiary after the Closing with respect to the Affected Employees who have accepted a Qualifying Offer and satisfied the Hiring Conditions. For the avoidance of doubt, for purposes here, the parties intend for the "effective date" within the meaning of the WARN Act to refer to and mean the Closing Date. To the extent possible, the Buyer and the Seller agree to treat the Buyer as a "successor employer" and the Seller or one or more of its affiliates as a "predecessor employer" within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Affected Employees, for purposes of Taxes imposed under the United States Federal Unemployment Tax or the United States Federal Insurance Contributions Act. Provided that the Buyer fully performs its obligations to make Qualifying Offers and to employ Affected Employees who accept such Qualifying Offers pursuant to this Section 6.6, the Seller and DQE shall, jointly and severally, indemnify and hold harmless the Buyer against any liabilities related to any WARN Act obligations arising from the transactions contemplated hereby attributable to the actions of the Seller or DQE. (e) The Buyer expressly agrees that (i) from the date hereof until the first anniversary of the Closing Date, it will not directly or indirectly solicit for employment, other than through solicitations made to the general public, any of those persons listed on Section 6.6(e) of the Seller Disclosure Schedule, and from the Closing Date until the first anniversary of the Closing Date, it will cause the Company not to directly or indirectly solicit for employment, other than through solicitations made to the general public, those persons listed on Section 6.6(e) of the Seller Disclosure Schedule and (ii) from the date hereof until the first anniversary of the Closing Date, it will not employ any of those persons listed on Section 6.6(e) of the Seller Disclosure Schedule, unless it shall have first given notice to the Seller of its intent to make an offer of employment to any such persons, and, from the Closing Date until the first anniversary of the Closing Date, it will cause the Company not to employ any of those persons listed on Section 6.6(e) of the Seller Disclosure Schedule, unless it shall have first given notice to the Seller of its intent to make an offer of employment to any such persons.
Appears in 2 contracts
Sources: LLC Purchase Agreement (Dqe Inc), LLC Purchase Agreement (Southwest Water Co)
Workforce Matters. (a) Prior to the ClosingThe Buyer may, the Buyer shall make a "qualifying offer" of but is not obligated to, offer employment effective as that term is defined in the AquaSource Severance Policy dated January 1, 2002 (the "Severance Policy" and, such qualifying offer, a "Qualifying Offer") to each of the Closing to those employees of the Seller identified in Section 6.6(a) 6.6 of the Seller Disclosure Schedule (such individuals, the "“Affected Employees"”). The Qualifying Offers shall While the Seller and the Buyer do not anticipate that there will be subject a sufficient number of Affected Employees who will not be hired by the Buyer for there to Closing be a “mass layoff’ or “plant closing” under the Worker Adjustment and contingent on the Affected Employee satisfying the Buyer's drug testing policy and other requirements imposed by applicable law, such as the Immigration Reform and Control Retraining Notification Act of 1986, as applicable (the "Hiring Conditions"“WARN Act“). Subject , the Buyer agrees to Closing and satisfaction make appropriate offers to sufficient numbers of Affected Employees such that termination of employment by the Seller of Affected Employees not offered employment with the Buyer will not result in a “mass layoff” or “plant closing” under the WARN Act, except that the Buyer shall not be responsible for any actions of the applicable Hiring Conditions, such Qualifying Offers shall be accepted or rejected by the Affected Employees Seller prior to the Closing Date, to be effective immediately after the Closingdate of this Agreement in terminating or laying off its employees who are not Affected Employees. In connection with the hiring process for Affected Employees, the Buyer shall comply with applicable laws pertaining to labor and employment, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Rehabilitation Act and comparable state and local laws.
(b) Effective immediately after the Closing, the Company shall assume, and continue in effect for a period of not less than twelve (12) months from the Closing Date, the Severance Policy for the benefit of all Affected Employees who have accepted Qualifying Offers and satisfied the Hiring Conditions (the "Severance Obligations"), except that for purposes of the assumption, all references in the Severance Policy to "AquaSource" shall be to the Company, and all references to "any DQE Subsidiary" shall be to any Buyer Subsidiary. If any Affected Employee does is not accept a Qualifying Offer hired by the Buyer as of the Closing or does not satisfy if the Hiring ConditionsBuyer or any Affected Employee terminates such Affected Employee’s employment as of or after the Closing, then the Buyer shall have no further obligation to be responsible for any and all severance costs for all such Affected Employee Employees, including payments owing under those agreements, plans or to arrangements listed in Section 3.9(a) of the Seller or DQE with regard to such Affected EmployeeDisclosure Schedule. For the avoidance of doubt, liabilities and obligations in respect of Affected Employees who do not accept a Qualifying Offer or satisfy the applicable Hiring Conditions shall be Buyer Indemnifiable Losses and subject to the Seller's and DQE's indemnification obligations under Article IX, recognizing that such indemnification obligations are always subject to the limitations and restrictions contained in Articles IX and X. As between the Seller and the Buyer, neither the Seller nor DQE shall be obligated to provide any severance or separation pay benefits to any Affected Employee who has accepted a Qualifying Offer and satisfied the Hiring Conditions on account of any termination of such Affected Employee's ’s employment after the Closing. Pursuant to Section 10 of the Retention Agreements, effective upon the Closing, the Company hereby assumes and agrees to perform the Seller's obligations under the Retention Agreements in the same manner and to the same extent that the Seller would be required to perform, had such succession not taken place. In addition, effective upon the Closing, (i) DQE and the Seller hereby assign to the Company those agreements set forth in Section 3.10(c) of the Seller Disclosure Schedule and (ii) the Company hereby assumes and agrees to perform the Seller's on or DQE's obligations which arise after the Closing under those agreements set forth in Section 3.10(c) of the Seller Disclosure Schedule, provided, however, that DQE and the Seller retain sufficient rights under such agreements necessary to satisfy their respective obligations contemplated by the last sentence of Section 6.17(a)Date. For the avoidance of doubt, liabilities and obligations of DQE, the Seller or the Company which arise after the Closing under the Retention Agreement and those agreements set forth in Section 3.10(c) of the Seller Disclosure Schedule shall be Seller Indemnifiable Losses and subject to the Seller's indemnification obligations under Article IX, recognizing that such indemnification obligations are always subject to the limitations and restrictions contained in Articles IX and X.
(c) The Buyer shall be responsible for providing any continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”) in respect of Affected Business Employees who experience a qualifying event (within the meaning of COBRA) after the ClosingClosing Date. To the extent required by law, except for those Affected Employees who do not accept a Qualifying Offer or who do not satisfy the Hiring Conditions. The Buyer shall not have any further responsibility for compliance with the continuation coverage requirements under COBRA with respect to any other employees of the Seller or DQE. The Seller shall be responsible for providing any continuation coverage required under by COBRA in respect of Affected Business Employees who experience a qualifying event (within the meaning of COBRA) before prior to the Closing Date and in respect of Affected Employees who do not accept a Qualifying Offer or who do not satisfy the Hiring Conditions.
(d) The Seller shall be responsible for any notices required to be given under, or otherwise comply with, the WARN Act or similar statutes or regulations of any jurisdiction relating to any "plant closing" or "mass layoff" or similar triggering event ordered by DQE or the Seller with respect to the Affected Employees prior to or on the Closing DateDate as a result of the transactions contemplated by this Agreement (provided that the Seller shall be deemed to be in compliance with this sentence if DQE so complies with this sentence on the Seller’s behalf). The Buyer shall be responsible and assume all liability for all notices or payments due to any notices Affected Employees who become entitled to receive notice as required to be given under, or otherwise comply with, under the WARN Act or similar statutes any comparable state or local law and regulations promulgated thereunder on account of the aggregation of “employment losses” in accordance with the WARN Act or any jurisdiction relating comparable state or local law, and all notices, payments, fines or assessments due to any "plant closing" Governmental Authority, pursuant to any applicable foreign, federal, state or "mass layoff" local law, common law, statute, rule or similar triggering event ordered by the Buyer or any Buyer Subsidiary after the Closing regulation with respect to the Affected Employees who have accepted a Qualifying Offer and satisfied employment, discharge or layoff of employees by the Hiring Conditions. For the avoidance Company or any of doubt, for purposes here, the parties intend for the "effective date" within the meaning of the WARN Act to refer to and mean its affiliates after the Closing Date, including the WARN Act, and any comparable state or local law. To the extent possible, the Buyer and the Seller agree to treat the Buyer as a "“successor employer" ” and the Seller or one or more of its affiliates as a "“predecessor employer" ” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Affected Employees, for purposes of Taxes imposed under the United States Federal Unemployment Tax or the United States Federal Insurance Contributions Act. Provided that the Buyer fully performs its obligations to make Qualifying Offers and to employ Affected Employees who accept such Qualifying Offers pursuant to this Section 6.6, the Seller and DQE shall, jointly and severally, indemnify and hold harmless the Buyer against any liabilities related to any WARN Act obligations arising from the transactions contemplated hereby attributable to the actions of the Seller or DQE.
(e) The Buyer expressly agrees that (i) from the date hereof until the first anniversary of the Closing Date, it will not directly or indirectly solicit for employment, other than through solicitations made to the general public, employment or employ any of those persons listed on Section 6.6(e) of person who is employed by the Seller Disclosure Scheduleon the date hereof or on the Closing Date and who is not an Affected Employee, and (ii) from the Closing Date until the first anniversary of the Closing Date, it will cause the Company and the Company Subsidiaries not to directly or indirectly solicit for employment, other than through solicitations made to the general public, those persons listed on Section 6.6(e) of employment or employ any person who is employed by the Seller Disclosure Schedule and (ii) from on the date hereof until the first anniversary of the Closing Date, it will not employ any of those persons listed or on Section 6.6(e) of the Seller Disclosure Schedule, unless it shall have first given notice to the Seller of its intent to make an offer of employment to any such persons, and, from the Closing Date until the first anniversary of the Closing Date, it will cause the Company and who is not to employ any of those persons listed on Section 6.6(e) of the Seller Disclosure Schedule, unless it shall have first given notice to the Seller of its intent to make an offer of employment to any such personsAffected Employee.
Appears in 2 contracts
Sources: Purchase Agreement, LLC Purchase Agreement (Dqe Inc)
Workforce Matters. (a) Prior to Neither Utility, Development, Reynolds nor any Company Subsidi▇▇▇ ▇▇▇ any employees. The Buyer will make offers of employment, effective as of the Closing, the Buyer shall make a "qualifying offer" of employment as that term is defined in the AquaSource Severance Policy dated January 1, 2002 (the "Severance Policy" and, such qualifying offer, a "Qualifying Offer") to each of the those employees of the Seller identified in Section 6.6(a) by mutual written agreement of the Seller Disclosure Schedule and PSC as Affected Employees (such individuals, the "Affected Employees")) such that such Affected Employees do not suffer an "employment loss" under the WARN Act (as defined below) as a result of such offers. The Qualifying Offers shall be subject Buyer and the Seller acknowledge that if the Buyer makes appropriate offers to Closing and contingent on the all Affected Employee satisfying the Buyer's drug testing policy and other requirements imposed by applicable lawEmployees, none of such as the Immigration Reform and Control Act of 1986, as applicable (the "Hiring Conditions"). Subject to Closing and satisfaction of the applicable Hiring Conditions, such Qualifying Offers shall be accepted or rejected by the Affected Employees prior to will suffer an "employment loss" as defined under the Closing DateWARN Act. As used in this Agreement, to be effective immediately after the Closingterm "WARN Act" shall mean the Worker Adjustment and Retraining Notification Act. In connection with the hiring process for Affected Employees, the Buyer shall comply with applicable laws pertaining to labor and employment, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Rehabilitation Act and comparable state and local laws.
(b) Effective immediately after the Closing, the Company shall assume, and continue in effect for a period of not less than twelve (12) months from the Closing Date, the Severance Policy for the benefit of all Affected Employees who have accepted Qualifying Offers and satisfied the Hiring Conditions (the "Severance Obligations"), except that for purposes of the assumption, all references in the Severance Policy to "AquaSource" shall be to the Company, and all references to "any DQE Subsidiary" shall be to any Buyer Subsidiary. If any Affected Employee does is not accept a Qualifying Offer hired by the Buyer as of the Closing or does not satisfy if the Hiring ConditionsBuyer or any Affected Employee terminates such Affected Employee's employment as of or after the Closing, then the Buyer shall have no further obligation to be responsible for any and all severance costs for all such Affected Employee Employees, including payments owing under those agreements, plans or to arrangements listed in Section 3.9(a) of the Seller or DQE with regard to such Affected EmployeeDisclosure Schedule. For the avoidance of doubt, liabilities and obligations in respect of Affected Employees who do not accept a Qualifying Offer or satisfy the applicable Hiring Conditions shall be Buyer Indemnifiable Losses and subject to the Seller's and DQE's indemnification obligations under Article IX, recognizing that such indemnification obligations are always subject to the limitations and restrictions contained in Articles IX and X. As between the Seller and the Buyer, neither the Seller nor DQE shall be obligated to provide any severance or separation pay benefits to any Affected Employee who has accepted a Qualifying Offer and satisfied the Hiring Conditions on account of any termination of such Affected Employee's employment after the Closing. Pursuant to Section 10 of the Retention Agreements, effective upon the Closing, the Company hereby assumes and agrees to perform the Seller's obligations under the Retention Agreements in the same manner and to the same extent that the Seller would be required to perform, had such succession not taken place. In addition, effective upon the Closing, (i) DQE and the Seller hereby assign to the Company those agreements set forth in Section 3.10(c) of the Seller Disclosure Schedule and (ii) the Company hereby assumes and agrees to perform the Seller's on or DQE's obligations which arise after the Closing under those agreements set forth Date. Neither Buyer nor its affiliates shall be responsible for providing severance benefits to any employee of Seller or its affiliates other than benefits payable in respect of Affected Employees in accordance with this Section 3.10(c) of the Seller Disclosure Schedule, provided, however, that DQE and the Seller retain sufficient rights under such agreements necessary to satisfy their respective obligations contemplated by the last sentence of Section 6.17(a7.6(a). For the avoidance of doubt, liabilities and obligations of DQE, the Seller or the Company which arise after the Closing under the Retention Agreement and those agreements set forth in Section 3.10(c) of the Seller Disclosure Schedule shall be Seller Indemnifiable Losses and subject to the Seller's indemnification obligations under Article IX, recognizing that such indemnification obligations are always subject to the limitations and restrictions contained in Articles IX and X.
(c) The Buyer shall be responsible for providing any continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") ), in respect of Affected Employees who experience a qualifying event (within the meaning of COBRA) before, on or after the Closing, except for those Affected Employees who do not accept a Qualifying Offer or who do not satisfy the Hiring ConditionsClosing Date. The Buyer shall not have any further responsibility for compliance with the continuation coverage requirements under COBRA with respect to any other employees of the Seller or DQE. The Seller shall be responsible for providing continuation coverage required under COBRA in respect of Affected Employees who experience a qualifying event (within the meaning of COBRA) before the Closing Date and in respect of Affected Employees who do not accept a Qualifying Offer or who do not satisfy the Hiring Conditions.
(d) The Seller shall be responsible for any notices required to be given under, or otherwise comply with, the WARN Act or similar statutes or regulations of any jurisdiction relating to any "plant closing" or "mass layoff" or similar triggering event ordered by DQE or the Seller with respect to the Affected Employees prior to or on the Closing Date. The Buyer shall be responsible for any notices required to be given under, or otherwise comply with, the WARN Act or similar statutes or regulations of any jurisdiction relating to any "plant closing" or "mass layoff" or similar triggering event ordered by the Buyer or any Buyer Subsidiary after the Closing with respect to the Affected Employees who have accepted a Qualifying Offer on and satisfied after the Hiring ConditionsClosing Date. For the avoidance of doubt, for purposes here, the parties Parties intend for the "effective date" within the meaning of the WARN Act to refer to and mean the Closing Date. To the extent possible, the Buyer and the Seller agree to treat the Buyer as a "successor employer" and the Seller or one or more of its affiliates as a "predecessor employer" within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Affected Employees, for purposes of Taxes imposed under the United States Federal Unemployment Tax or the United States Federal Insurance Contributions Act. Provided that the Buyer fully performs its obligations to make Qualifying Offers and to employ Affected Employees who accept such Qualifying Offers pursuant to this Section 6.6, the Seller and DQE shall, jointly and severally, indemnify and hold harmless the Buyer against any liabilities related to any WARN Act obligations arising from the transactions contemplated hereby attributable to the actions of the Seller or DQE.
(e) The Buyer expressly agrees that (i) from the date hereof until the first anniversary of the Closing Date, it will not directly or indirectly solicit for employment, other than through solicitations made to the general public, any of those persons listed on Section 6.6(e) of the Seller Disclosure Schedule, and from the Closing Date until the first anniversary of the Closing Date, it will cause the Company not to directly or indirectly solicit for employment, other than through solicitations made to the general public, those persons listed on Section 6.6(e) of the Seller Disclosure Schedule and (ii) from the date hereof until the first anniversary of the Closing Date, it will not employ any of those persons listed on Section 6.6(e) of the Seller Disclosure Schedule, unless it shall have first given notice to the Seller of its intent to make an offer of employment to any such persons, and, from the Closing Date until the first anniversary of the Closing Date, it will cause the Company not to employ any of those persons listed on Section 6.6(e) of the Seller Disclosure Schedule, unless it shall have first given notice to the Seller of its intent to make an offer of employment to any such persons.
Appears in 1 contract
Workforce Matters. (a) Prior to the Closing, the Buyer shall make a "qualifying offer" of employment as that term is defined in the AquaSource Severance Policy dated January 1, 2002 (the "Severance Policy" and, such qualifying offer, a "Qualifying Offer") to each If any employee of the employees of the Seller identified in Section 6.6(a) of the Seller Disclosure Schedule (such individuals, the "Affected Employees"). The Qualifying Offers shall be subject to Closing and contingent on the Affected Employee satisfying the Buyer's drug testing policy and other requirements imposed by applicable law, such as the Immigration Reform and Control Act of 1986, as applicable (the "Hiring Conditions"). Subject to Closing and satisfaction of the applicable Hiring Conditions, such Qualifying Offers shall be accepted Company or rejected by the Affected Employees any Company Subsidiary who was an employee immediately prior to the Closing Date, to be effective immediately after (an "Affected Employee") is discharged by the Closing. In connection with the hiring process for Affected Employees, the Buyer shall comply with applicable laws pertaining to labor and employment, including, without limitation, Title VII Company or any Company Subsidiary as of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Rehabilitation Act and comparable state and local laws.
(b) Effective immediately or after the Closing, then the Company shall assume, and continue in effect for a period of not less than twelve (12) months from the Closing Date, the Severance Policy for the benefit of all Affected Employees who have accepted Qualifying Offers and satisfied the Hiring Conditions (the "Severance Obligations"), except that for purposes of the assumption, all references in the Severance Policy to "AquaSource" Purchaser shall be to the Company, responsible for any and all references to "any DQE Subsidiary" shall be to any Buyer Subsidiary. If any Affected Employee does not accept a Qualifying Offer or does not satisfy the Hiring Conditions, then the Buyer shall have no further obligation to such Affected Employee or to the Seller or DQE with regard to severance costs for such Affected Employee. For the avoidance of doubt, liabilities and obligations in respect of Affected Employees who do not accept a Qualifying Offer including payments owing under those agreements, plans or satisfy the applicable Hiring Conditions shall be Buyer Indemnifiable Losses and subject to the Seller's and DQE's indemnification obligations under Article IX, recognizing that such indemnification obligations are always subject to the limitations and restrictions contained in Articles IX and X. As between the Seller and the Buyer, neither the Seller nor DQE shall be obligated to provide any severance or separation pay benefits to any Affected Employee who has accepted a Qualifying Offer and satisfied the Hiring Conditions on account of any termination of such Affected Employee's employment after the Closing. Pursuant to Section 10 of the Retention Agreements, effective upon the Closing, the Company hereby assumes and agrees to perform the Seller's obligations under the Retention Agreements in the same manner and to the same extent that the Seller would be required to perform, had such succession not taken place. In addition, effective upon the Closing, (i) DQE and the Seller hereby assign to the Company those agreements set forth arrangements listed in Section 3.10(c) of the Seller Disclosure Schedule and (ii) the Company hereby assumes and agrees to perform the Seller's or DQE's obligations which arise after the Closing under those agreements set forth in Section 3.10(c3.8(a) of the Seller Disclosure Schedule, provided, however, that DQE and the Seller retain sufficient rights under such agreements necessary to satisfy their respective obligations contemplated by the last sentence of Section 6.17(a). For the avoidance of doubt, liabilities and obligations of DQE, the Seller or the Company which arise after the Closing under the Retention Agreement and those agreements set forth in Section 3.10(c) of the Seller Disclosure Schedule shall be Seller Indemnifiable Losses and subject to the Seller's indemnification obligations under Article IX, recognizing that such indemnification obligations are always subject to the limitations and restrictions contained in Articles IX and X.
(c) The Buyer Purchaser shall be responsible for providing any continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") in respect of Affected Employees who experience or have experienced a qualifying event (within the meaning of COBRA) prior to, on or after the ClosingClosing Date including, except for those Affected Employees who do not accept a Qualifying Offer or who do not satisfy the Hiring Conditions. The Buyer shall not have any further responsibility for compliance with the continuation coverage requirements under COBRA with respect to any without limitation, all other employees of the Seller Company or DQE. The Seller shall be responsible for providing continuation coverage required under COBRA in respect of Affected Employees any Company Subsidiary who experience such a qualifying event (within the meaning of COBRA) before the Closing Date and in respect of Affected Employees but who do not accept a Qualifying Offer provide notice of the qualifying event until on or who do not satisfy the Hiring Conditions.
(d) The Seller shall be responsible for any notices required to be given under, or otherwise comply with, the WARN Act or similar statutes or regulations of any jurisdiction relating to any "plant closing" or "mass layoff" or similar triggering event ordered by DQE or the Seller with respect to the Affected Employees prior to or on after the Closing Date. The Buyer Purchaser shall be responsible and assume all liability for all notices or payments due to any notices Affected Employees under the Worker Adjustment and Retraining Notification Act and regulations promulgated thereunder (the "WARN Act") or to any employee of the Company or any Company Subsidiary who becomes entitled to receive notice as required to be given under, or otherwise comply with, under the WARN Act on account of the aggregation of "employment losses" in accordance with the WARN Act, and all notices, payments, fines or similar statutes or regulations of any jurisdiction relating assessments due to any "plant closing" Governmental Authority, pursuant to any applicable foreign, federal, state or "mass layoff" local law, common law, statute, rule or similar triggering event ordered regulation with respect to the employment, discharge or layoff of employees by the Buyer Company or any Buyer Company Subsidiary after the Closing with respect to the Affected Employees who have accepted a Qualifying Offer and satisfied the Hiring Conditions. For the avoidance of doubtDate, for purposes here, the parties intend for the "effective date" within the meaning of including the WARN Act to refer to Act, and mean the Closing Date. To the extent possible, the Buyer and the Seller agree to treat the Buyer as a "successor employer" and the Seller any comparable state or one or more of its affiliates as a "predecessor employer" within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Affected Employees, for purposes of Taxes imposed under the United States Federal Unemployment Tax or the United States Federal Insurance Contributions Act. Provided that the Buyer fully performs its obligations to make Qualifying Offers and to employ Affected Employees who accept such Qualifying Offers pursuant to this Section 6.6, the Seller and DQE shall, jointly and severally, indemnify and hold harmless the Buyer against any liabilities related to any WARN Act obligations arising from the transactions contemplated hereby attributable to the actions of the Seller or DQElocal law.
(eb) The Buyer expressly agrees that (i) from Following the date hereof until Closing, the first anniversary Purchaser shall cause CILCO to honor its collective bargaining agreement with Local Union 51 of the Closing Date, it will not directly or indirectly solicit for employment, other than through solicitations made International Brotherhood of Electrical Workers ("IBEW Local 51") in effect immediately prior to the general publicClosing, any as well as the Letter Agreement dated as of those persons listed on Section 6.6(e) of the Seller Disclosure ScheduleFebruary 11, 2001 between CILCO and from the Closing Date until the first anniversary of the Closing Date, it will cause the Company not to directly or indirectly solicit for employment, other than through solicitations made to the general public, those persons listed on Section 6.6(e) of the Seller Disclosure Schedule and (ii) from the date hereof until the first anniversary of the Closing Date, it will not employ any of those persons listed on Section 6.6(e) of the Seller Disclosure Schedule, unless it shall have first given notice to the Seller of its intent to make an offer of employment to any such persons, and, from the Closing Date until the first anniversary of the Closing Date, it will cause the Company not to employ any of those persons listed on Section 6.6(e) of the Seller Disclosure Schedule, unless it shall have first given notice to the Seller of its intent to make an offer of employment to any such personsIBEW Local 51.
Appears in 1 contract
Workforce Matters. (a) Prior to The Buyer will make offers of employment, effective as of the Closing, the Buyer shall make a "qualifying offer" of employment as that term is defined in the AquaSource Severance Policy dated January 1, 2002 (the "Severance Policy" and, such qualifying offer, a "Qualifying Offer") to each of the those employees of the Seller or the Seller's Affiliates identified in Section 6.6(a) by mutual written agreement of the Seller Disclosure Schedule and the Buyer as Affected Employees (such individuals, individuals the "Affected EmployeesEmployees " such that such Affected Employees do not suffer an ")employment loss" under the WARN Act (as defined below) as a result of such offers. The Qualifying Offers shall be subject Buyer and the Seller acknowledge that if the Buyer makes "appropriate offers" to Closing and contingent on the all Affected Employee satisfying the Buyer's drug testing policy and other requirements imposed by applicable lawEmployees, none of such as the Immigration Reform and Control Act of 1986, as applicable (the "Hiring Conditions"). Subject to Closing and satisfaction of the applicable Hiring Conditions, such Qualifying Offers shall be accepted or rejected by the Affected Employees prior to will suffer an "employment loss" as defined under the Closing DateWARN Act. As used in this Agreement, to be effective immediately after the Closingterm "WARN Act" shall mean the Worker Adjustment and Retraining Notification Act. In connection with the hiring process for Affected Employees, the Buyer shall comply with applicable laws pertaining to labor and employment, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Rehabilitation Act and comparable state and local laws.
(b. If any Affected Employee is not hired by the Buyer as of the Closing or if the Buyer terminates such Affected Employee's employment as of or after the Closing other than for cause, then the Buyer shall be responsible for any and all severance costs for all such Affected Employees, including payments owing under those agreements, plans or arrangements listed in Section 3.9(a) Effective immediately of the Seller Disclosure Schedule; provided, however, that if any Affected Employee fails or refuses to accept an appropriate offer or voluntarily terminates his or her employment with the Buyer on or after the Closing, the Company shall assume, and continue in effect for a period of not less than twelve (12) months from the Closing Date, the Severance Policy for the benefit of all Affected Employees who have accepted Qualifying Offers and satisfied the Hiring Conditions (the "Severance Obligations"), except that for purposes of the assumption, all references in the Severance Policy to "AquaSource" shall be to the Company, and all references to "any DQE Subsidiary" shall be to any Buyer Subsidiary. If any Affected Employee does not accept a Qualifying Offer or does not satisfy the Hiring Conditions, then the Buyer shall have no further obligation to such Affected Employee or liability for severance costs, including but not limited to the payments owing under the agreements, plans, or arrangements listed in Section 3.9(a) of the Seller or DQE with regard to such Affected EmployeeDisclosure Schedule. For the avoidance of doubt, liabilities and obligations in respect of Affected Employees who do not accept a Qualifying Offer or satisfy the applicable Hiring Conditions shall be Buyer Indemnifiable Losses and subject to the Seller's and DQE's indemnification obligations under Article IX, recognizing that such indemnification obligations are always subject to the limitations and restrictions contained in Articles IX and X. As between the Seller and the Buyer, neither the Seller nor DQE shall not be obligated to provide any severance or separation pay benefits to any Affected Employee who has accepted a Qualifying Offer and satisfied the Hiring Conditions on account of any termination of such Affected Employee's employment on or after the ClosingClosing Date. Pursuant The Buyer shall not be responsible for providing any compensation or severance benefits to Section 10 of the Retention Agreements, effective upon the Closing, the Company hereby assumes and agrees to perform the Seller's obligations under the Retention Agreements in the same manner and to the same extent that the Seller would be required to perform, had such succession not taken place. In addition, effective upon the Closing, (i) DQE and the Seller hereby assign to the Company those agreements set forth in Section 3.10(c) any employee of the Seller Disclosure Schedule and (ii) the Company hereby assumes and agrees to perform the Seller's or DQE's obligations which arise after the Closing under those agreements set forth its Affiliates other than benefits payable in respect of Affected Employees in accordance with this Section 3.10(c) of the Seller Disclosure Schedule, provided, however, that DQE and the Seller retain sufficient rights under such agreements necessary to satisfy their respective obligations contemplated by the last sentence of Section 6.17(a7.6(a). For the avoidance of doubt, liabilities and obligations of DQE, the Seller or the Company which arise after the Closing under the Retention Agreement and those agreements set forth in Section 3.10(c) of the Seller Disclosure Schedule shall be Seller Indemnifiable Losses and subject to the Seller's indemnification obligations under Article IX, recognizing that such indemnification obligations are always subject to the limitations and restrictions contained in Articles IX and X.
(c) The Buyer shall be responsible for providing any continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") ), in respect of Affected Employees who experience a qualifying event (within the meaning of COBRA) after the Closingbefore, except for those Affected Employees who do not accept a Qualifying Offer or who do not satisfy the Hiring Conditions. The Buyer shall not have any further responsibility for compliance with the continuation coverage requirements under COBRA with respect to any other employees of the Seller or DQE. The Seller shall be responsible for providing continuation coverage required under COBRA in respect of Affected Employees who experience a qualifying event (within the meaning of COBRA) before on the Closing Date and in respect of Affected Employees who do not accept a Qualifying Offer or who do not satisfy the Hiring Conditions.
(d) Date. The Seller shall be responsible for any notices required to be given under, or otherwise comply with, the WARN Act or similar statutes or regulations of any jurisdiction relating to any "plant closing" or "mass layoff" or similar triggering event ordered by DQE or the Seller with respect to the Affected Employees prior to or on the Closing Date. The Buyer shall be responsible for any notices required to be given under, or otherwise comply with, the WARN Act or similar statutes or regulations of any jurisdiction relating to any "plant closing" or "mass layoff" or similar triggering event ordered by the Buyer or any Buyer Subsidiary after the Closing with respect to the Affected Employees who have accepted a Qualifying Offer on and satisfied after the Hiring ConditionsClosing Date. For the avoidance of doubt, for purposes here, the parties Parties intend for the "effective date" within the meaning of the WARN Act to refer to and mean the Closing Date. To the extent possible, the Buyer and the Seller agree to treat the Buyer as a "successor employer" and the Seller or one or more of its affiliates Affiliates as a "predecessor employer" within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Affected Employees, for purposes of Taxes imposed under the United States Federal Unemployment Tax or the United States Federal Insurance Contributions Act. Provided that the Buyer fully performs its obligations to make Qualifying Offers and to employ Affected Employees who accept such Qualifying Offers pursuant to this Section 6.6, the Seller and DQE shall, jointly and severally, indemnify and hold harmless the Buyer against any liabilities related to any WARN Act obligations arising from the transactions contemplated hereby attributable to the actions of the Seller or DQE.
(e) The Buyer expressly agrees that (i) from the date hereof until the first anniversary of the Closing Date, it will not directly or indirectly solicit for employment, other than through solicitations made to the general public, any of those persons listed on Section 6.6(e) of the Seller Disclosure Schedule, and from the Closing Date until the first anniversary of the Closing Date, it will cause the Company not to directly or indirectly solicit for employment, other than through solicitations made to the general public, those persons listed on Section 6.6(e) of the Seller Disclosure Schedule and (ii) from the date hereof until the first anniversary of the Closing Date, it will not employ any of those persons listed on Section 6.6(e) of the Seller Disclosure Schedule, unless it shall have first given notice to the Seller of its intent to make an offer of employment to any such persons, and, from the Closing Date until the first anniversary of the Closing Date, it will cause the Company not to employ any of those persons listed on Section 6.6(e) of the Seller Disclosure Schedule, unless it shall have first given notice to the Seller of its intent to make an offer of employment to any such persons.
Appears in 1 contract
Sources: Purchase Agreement (Biw LTD)
Workforce Matters. (a) Prior to Neither Utility, Development, ▇▇▇▇▇▇▇▇ nor any Company Subsidiary has any employees. The Buyer will make offers of employment, effective as of the Closing, the Buyer shall make a "qualifying offer" of employment as that term is defined in the AquaSource Severance Policy dated January 1, 2002 (the "Severance Policy" and, such qualifying offer, a "Qualifying Offer") to each of the those employees of the Seller identified in Section 6.6(a) by mutual written agreement of the Seller Disclosure Schedule and PSC as Affected Employees (such individuals, the "Affected Employees")) such that such Affected Employees do not suffer an "employment loss" under the WARN Act (as defined below) as a result of such offers. The Qualifying Offers shall be subject Buyer and the Seller acknowledge that if the Buyer makes appropriate offers to Closing and contingent on the all Affected Employee satisfying the Buyer's drug testing policy and other requirements imposed by applicable lawEmployees, none of such as the Immigration Reform and Control Act of 1986, as applicable (the "Hiring Conditions"). Subject to Closing and satisfaction of the applicable Hiring Conditions, such Qualifying Offers shall be accepted or rejected by the Affected Employees prior to will suffer an "employment loss" as defined under the Closing DateWARN Act. As used in this Agreement, to be effective immediately after the Closingterm "WARN Act" shall mean the Worker Adjustment and Retraining Notification Act. In connection with the hiring process for Affected Employees, the Buyer shall comply with applicable laws pertaining to labor and employment, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Rehabilitation Act and comparable state and local laws.
(b) Effective immediately after the Closing, the Company shall assume, and continue in effect for a period of not less than twelve (12) months from the Closing Date, the Severance Policy for the benefit of all Affected Employees who have accepted Qualifying Offers and satisfied the Hiring Conditions (the "Severance Obligations"), except that for purposes of the assumption, all references in the Severance Policy to "AquaSource" shall be to the Company, and all references to "any DQE Subsidiary" shall be to any Buyer Subsidiary. If any Affected Employee does is not accept a Qualifying Offer hired by the Buyer as of the Closing or does not satisfy if the Hiring ConditionsBuyer or any Affected Employee terminates such Affected Employee's employment as of or after the Closing, then the Buyer shall have no further obligation to be responsible for any and all severance costs for all such Affected Employee Employees, including payments owing under those agreements, plans or to arrangements listed in Section 3.9(a) of the Seller or DQE with regard to such Affected EmployeeDisclosure Schedule. For the avoidance of doubt, liabilities and obligations in respect of Affected Employees who do not accept a Qualifying Offer or satisfy the applicable Hiring Conditions shall be Buyer Indemnifiable Losses and subject to the Seller's and DQE's indemnification obligations under Article IX, recognizing that such indemnification obligations are always subject to the limitations and restrictions contained in Articles IX and X. As between the Seller and the Buyer, neither the Seller nor DQE shall be obligated to provide any severance or separation pay benefits to any Affected Employee who has accepted a Qualifying Offer and satisfied the Hiring Conditions on account of any termination of such Affected Employee's employment after the Closing. Pursuant to Section 10 of the Retention Agreements, effective upon the Closing, the Company hereby assumes and agrees to perform the Seller's obligations under the Retention Agreements in the same manner and to the same extent that the Seller would be required to perform, had such succession not taken place. In addition, effective upon the Closing, (i) DQE and the Seller hereby assign to the Company those agreements set forth in Section 3.10(c) of the Seller Disclosure Schedule and (ii) the Company hereby assumes and agrees to perform the Seller's on or DQE's obligations which arise after the Closing under those agreements set forth Date. Neither Buyer nor its affiliates shall be responsible for providing severance benefits to any employee of Seller or its affiliates other than benefits payable in respect of Affected Employees in accordance with this Section 3.10(c) of the Seller Disclosure Schedule, provided, however, that DQE and the Seller retain sufficient rights under such agreements necessary to satisfy their respective obligations contemplated by the last sentence of Section 6.17(a7.6(a). For the avoidance of doubt, liabilities and obligations of DQE, the Seller or the Company which arise after the Closing under the Retention Agreement and those agreements set forth in Section 3.10(c) of the Seller Disclosure Schedule shall be Seller Indemnifiable Losses and subject to the Seller's indemnification obligations under Article IX, recognizing that such indemnification obligations are always subject to the limitations and restrictions contained in Articles IX and X.
(c) The Buyer shall be responsible for providing any continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") ), in respect of Affected Employees who experience a qualifying event (within the meaning of COBRA) before, on or after the Closing, except for those Affected Employees who do not accept a Qualifying Offer or who do not satisfy the Hiring ConditionsClosing Date. The Buyer shall not have any further responsibility for compliance with the continuation coverage requirements under COBRA with respect to any other employees of the Seller or DQE. The Seller shall be responsible for providing continuation coverage required under COBRA in respect of Affected Employees who experience a qualifying event (within the meaning of COBRA) before the Closing Date and in respect of Affected Employees who do not accept a Qualifying Offer or who do not satisfy the Hiring Conditions.
(d) The Seller shall be responsible for any notices required to be given under, or otherwise comply with, the WARN Act or similar statutes or regulations of any jurisdiction relating to any "plant closing" or "mass layoff" or similar triggering event ordered by DQE or the Seller with respect to the Affected Employees prior to or on the Closing Date. The Buyer shall be responsible for any notices required to be given under, or otherwise comply with, the WARN Act or similar statutes or regulations of any jurisdiction relating to any "plant closing" or "mass layoff" or similar triggering event ordered by the Buyer or any Buyer Subsidiary after the Closing with respect to the Affected Employees who have accepted a Qualifying Offer and satisfied the Hiring Conditions. For the avoidance of doubt, for purposes here, the parties intend for the "effective date" within the meaning of the WARN Act to refer to and mean the Closing Date. To the extent possible, the Buyer and the Seller agree to treat the Buyer as a "successor employer" and the Seller or one or more of its affiliates as a "predecessor employer" within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Affected Employees, for purposes of Taxes imposed under the United States Federal Unemployment Tax or the United States Federal Insurance Contributions Act. Provided that the Buyer fully performs its obligations to make Qualifying Offers and to employ Affected Employees who accept such Qualifying Offers pursuant to this Section 6.6, the Seller and DQE shall, jointly and severally, indemnify and hold harmless the Buyer against any liabilities related to any WARN Act obligations arising from the transactions contemplated hereby attributable to the actions of the Seller or DQE.
(e) The Buyer expressly agrees that (i) from the date hereof until the first anniversary of the Closing Date, it will not directly or indirectly solicit for employment, other than through solicitations made to the general public, any of those persons listed on Section 6.6(e) of the Seller Disclosure Schedule, and from the Closing Date until the first anniversary of the Closing Date, it will cause the Company not to directly or indirectly solicit for employment, other than through solicitations made to the general public, those persons listed on Section 6.6(e) of the Seller Disclosure Schedule and (ii) from the date hereof until the first anniversary of the Closing Date, it will not employ any of those persons listed on Section 6.6(e) of the Seller Disclosure Schedule, unless it shall have first given notice to the Seller of its intent to make an offer of employment to any such persons, and, from the Closing Date until the first anniversary of the Closing Date, it will cause the Company not to employ any of those persons listed on Section 6.6(e) of the Seller Disclosure Schedule, unless it shall have first given notice to the Seller of its intent to make an offer of employment to any such persons.any
Appears in 1 contract
Workforce Matters. (a) Prior to Neither Utility, Development, ▇▇▇▇▇▇▇▇ nor any Company Subsidiary has any employees. The Buyer will make offers of employment, effective as of the Closing, the Buyer shall make a "qualifying offer" of employment as that term is defined in the AquaSource Severance Policy dated January 1, 2002 (the "Severance Policy" and, such qualifying offer, a "Qualifying Offer") to each of the those employees of the Seller identified in Section 6.6(a) by mutual written agreement of the Seller Disclosure Schedule and PSC as Affected Employees (such individuals, the "Affected Employees")) such that such Affected Employees do not suffer an "employment loss" under the WARN Act (as defined below) as a result of such offers. The Qualifying Offers shall be subject Buyer and the Seller acknowledge that if the Buyer makes appropriate offers to Closing and contingent on the all Affected Employee satisfying the Buyer's drug testing policy and other requirements imposed by applicable lawEmployees, none of such as the Immigration Reform and Control Act of 1986, as applicable (the "Hiring Conditions"). Subject to Closing and satisfaction of the applicable Hiring Conditions, such Qualifying Offers shall be accepted or rejected by the Affected Employees prior to will suffer an "employment loss" as defined under the Closing DateWARN Act. As used in this Agreement, to be effective immediately after the Closingterm "WARN Act" shall mean the Worker Adjustment and Retraining Notification Act. In connection with the hiring process for Affected Employees, the Buyer shall comply with applicable laws pertaining to labor and employment, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Rehabilitation Act and comparable state and local laws.
(b) Effective immediately after the Closing, the Company shall assume, and continue in effect for a period of not less than twelve (12) months from the Closing Date, the Severance Policy for the benefit of all Affected Employees who have accepted Qualifying Offers and satisfied the Hiring Conditions (the "Severance Obligations"), except that for purposes of the assumption, all references in the Severance Policy to "AquaSource" shall be to the Company, and all references to "any DQE Subsidiary" shall be to any Buyer Subsidiary. If any Affected Employee does is not accept a Qualifying Offer hired by the Buyer as of the Closing or does not satisfy if the Hiring ConditionsBuyer or any Affected Employee terminates such Affected Employee's employment as of or after the Closing, then the Buyer shall have no further obligation to be responsible for any and all severance costs for all such Affected Employee Employees, including payments owing under those agreements, plans or to arrangements listed in Section 3.9(a) of the Seller or DQE with regard to such Affected EmployeeDisclosure Schedule. For the avoidance of doubt, liabilities and obligations in respect of Affected Employees who do not accept a Qualifying Offer or satisfy the applicable Hiring Conditions shall be Buyer Indemnifiable Losses and subject to the Seller's and DQE's indemnification obligations under Article IX, recognizing that such indemnification obligations are always subject to the limitations and restrictions contained in Articles IX and X. As between the Seller and the Buyer, neither the Seller nor DQE shall be obligated to provide any severance or separation pay benefits to any Affected Employee who has accepted a Qualifying Offer and satisfied the Hiring Conditions on account of any termination of such Affected Employee's employment after the Closing. Pursuant to Section 10 of the Retention Agreements, effective upon the Closing, the Company hereby assumes and agrees to perform the Seller's obligations under the Retention Agreements in the same manner and to the same extent that the Seller would be required to perform, had such succession not taken place. In addition, effective upon the Closing, (i) DQE and the Seller hereby assign to the Company those agreements set forth in Section 3.10(c) of the Seller Disclosure Schedule and (ii) the Company hereby assumes and agrees to perform the Seller's on or DQE's obligations which arise after the Closing under those agreements set forth Date. Neither Buyer nor its affiliates shall be responsible for providing severance benefits to any employee of Seller or its affiliates other than benefits payable in respect of Affected Employees in accordance with this Section 3.10(c) of the Seller Disclosure Schedule, provided, however, that DQE and the Seller retain sufficient rights under such agreements necessary to satisfy their respective obligations contemplated by the last sentence of Section 6.17(a7.6(a). For the avoidance of doubt, liabilities and obligations of DQE, the Seller or the Company which arise after the Closing under the Retention Agreement and those agreements set forth in Section 3.10(c) of the Seller Disclosure Schedule shall be Seller Indemnifiable Losses and subject to the Seller's indemnification obligations under Article IX, recognizing that such indemnification obligations are always subject to the limitations and restrictions contained in Articles IX and X.
(c) The Buyer shall be responsible for providing any continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") ), in respect of Affected Employees who experience a qualifying event (within the meaning of COBRA) before, on or after the Closing, except for those Affected Employees who do not accept a Qualifying Offer or who do not satisfy the Hiring ConditionsClosing Date. The Buyer shall not have any further responsibility for compliance with the continuation coverage requirements under COBRA with respect to any other employees of the Seller or DQE. The Seller shall be responsible for providing continuation coverage required under COBRA in respect of Affected Employees who experience a qualifying event (within the meaning of COBRA) before the Closing Date and in respect of Affected Employees who do not accept a Qualifying Offer or who do not satisfy the Hiring Conditions.
(d) The Seller shall be responsible for any notices required to be given under, or otherwise comply with, the WARN Act or similar statutes or regulations of any jurisdiction relating to any "plant closing" or "mass layoff" or similar triggering event ordered by DQE or the Seller with respect to the Affected Employees prior to or on the Closing Date. The Buyer shall be responsible for any notices required to be given under, or otherwise comply with, the WARN Act or similar statutes or regulations of any jurisdiction relating to any "plant closing" or "mass layoff" or similar triggering event ordered by the Buyer or any Buyer Subsidiary after the Closing with respect to the Affected Employees who have accepted a Qualifying Offer and satisfied the Hiring Conditions. For the avoidance of doubt, for purposes here, the parties intend for the "effective date" within the meaning of the WARN Act to refer to and mean the Closing Date. To the extent possible, the Buyer and the Seller agree to treat the Buyer as a "successor employer" and the Seller or one or more of its affiliates as a "predecessor employer" within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Affected Employees, for purposes of Taxes imposed under the United States Federal Unemployment Tax or the United States Federal Insurance Contributions Act. Provided that the Buyer fully performs its obligations to make Qualifying Offers and to employ Affected Employees who accept such Qualifying Offers pursuant to this Section 6.6, the Seller and DQE shall, jointly and severally, indemnify and hold harmless the Buyer against any liabilities related to any WARN Act obligations arising from the transactions contemplated hereby attributable to the actions of the Seller or DQE.
(e) The Buyer expressly agrees that (i) from the date hereof until the first anniversary of the Closing Date, it will not directly or indirectly solicit for employment, other than through solicitations made to the general public, any of those persons listed on Section 6.6(e) of the Seller Disclosure Schedule, and from the Closing Date until the first anniversary of the Closing Date, it will cause the Company not to directly or indirectly solicit for employment, other than through solicitations made to the general public, those persons listed on Section 6.6(e) of the Seller Disclosure Schedule and (ii) from the date hereof until the first anniversary of the Closing Date, it will not employ any of those persons listed on Section 6.6(e) of the Seller Disclosure Schedule, unless it shall have first given notice to the Seller of its intent to make an offer of employment to any such persons, and, from the Closing Date until the first anniversary of the Closing Date, it will cause the Company not to employ any of those persons listed on Section 6.6(e) of the Seller Disclosure Schedule, unless it shall have first given notice to the Seller of its intent to make an offer of employment to any such persons.any
Appears in 1 contract
Sources: Purchase Agreement (Dqe Inc)