Comparable Benefits. For the period from the Closing Date through December 31, 2016, ILG shall or shall cause Vistana to provide to each Vistana Employee (i) annual base salary, target bonus opportunities (as a percentage of base salary) and commission opportunities that are no less than the annual base salary, target bonus opportunities and commission opportunities, respectively, provided to such Vistana Employee immediately prior to the Closing Date, (ii) employee benefits that are comparable in the aggregate to such Vistana Employee to those benefits provided to such Vistana Employee immediately prior to the Closing Date but excluding any defined benefit pension benefits, employer or matching contributions under any defined contribution retirement plan, equity compensation arrangement, stock purchase programs, retiree medical or insurance benefits, any benefits under a nonqualified deferred compensation plan or employee discount program, (iii) severance benefit opportunities that are not less favorable to such Vistana Employee than the greater of (A) the severance benefit opportunities available to such Vistana Employee under such Vistana Employee’s offer letter (if listed on Schedule 2.01(d)) or (B) the severance benefit opportunities available to such Vistana Employee under Starwood’s severance benefit guidelines listed on Schedule 2.01(e), in each case immediately prior to the Closing Date, and (iv) an opportunity to participate in the ILG Retirement Plan on substantially the same terms as similarly situated employees of ILG.
Comparable Benefits. Effective as of no later than each applicable Benefit Plan Transfer Date, a member of the Valvoline Group shall establish or cause to be established the Valvoline Welfare Plans for the benefit of the Valvoline Employees and Former Valvoline Employees, as applicable. Subject to the Valvoline Group’s compliance with the remaining terms of this Agreement, the members of the Valvoline Group shall retain the right to modify, alter, amend or terminate the terms of any Valvoline Welfare Plan to the same extent that a member of the Ashland Global Group had such rights under the corresponding Ashland Global Welfare Plan.
Comparable Benefits. Except as otherwise agreed to in writing by Ralcorp, with respect to a Post Employee, for the period commencing on the Distribution Date and ending January 1, 2013, Post (acting directly or through a member of the Post Group) shall provide such Post Employee with the same level of employee benefits as the employee benefits to which such Post Employee was entitled immediately prior to the Effective Time.
Comparable Benefits. Except as provided in Section 5.8, for not less than one year following the Effective Time, the Parent Companies shall maintain, or shall cause the Company and its Subsidiaries to maintain, compensation and employee benefits plans and arrangements for employees of the Company and its Subsidiaries ("Affected Employees") that are, in the aggregate, no less favorable than as provided under the compensation arrangements and Company Plans as in effect on the date hereof. Without limiting the generality of the foregoing, for not less than one year following the Effective Time (or such longer period as may be required under the applicable Company Plan), the Parent Companies shall provide, or cause the Company and its Subsidiaries to provide, severance pay and benefits to each Affected Employee as of the Effective Time that are no less favorable than under the Company Plans and current practices of the Company as in effect as of the date of this Agreement. Notwithstanding the foregoing, the Parent Companies shall have the right (i) following the Effective Time to transfer to one or more employee benefit plans maintained by the Parent Companies any employee of the Company or any Subsidiary who becomes an employee of the Parent Companies or any of their respective Subsidiaries and (ii) in the good faith exercise of it managerial discretion, to terminate the employment of any employee. Nothing in this Agreement shall be construed as granting to any employee any rights of continuing employment.
Comparable Benefits. Although it is understood that the Employer is presently obtaining hospital and medical insurance coverage from Blue Cross-Blue Shield, Healthsource or Xxxxxxx Xxxxxxxx Health Plan, the Union specifically agrees that the Employer may, in its sole discretion, obtain health and medical benefits from a different source, provided the benefits offered by any new source are comparable with the benefits currently being provided.
Comparable Benefits. Effective as of no later than each applicable Benefit Plan Transfer Date, ASV shall establish or cause to be established the ASV Welfare Plans for the benefit of the ASV Employees and Former ASV Employees, as applicable. Subject to ASV’s compliance with the remaining terms of this Agreement, ASV shall retain the right to modify, alter, amend or terminate the terms of any ASV Welfare Plan.
Comparable Benefits. Effective for a period of one (1) year from and after the Closing Date, Purchaser shall, or shall cause the Company to, provide to the employees of the Company who are employed by the Purchaser Parties or the Acquired Companies following the Closing Date (the “Affected Employees”) benefits, including group medical coverage, that are substantially equivalent, in the aggregate, to the benefits available under current Benefit Plans.
Comparable Benefits. (b) The Buyers and the Sellers shall use commercially reasonable efforts to take any and all required actions necessary to minimize to the greatest extent practicable the possibility that severance benefits and/or government-required termination liabilities shall be payable to an Employee as a consequence of the consummation of the transactions contemplated herein regardless of whether such Employee becomes employed by the Buyers or one of their Affiliates (including the Transferred Subsidiaries and the Indirect Subsidiaries) automatically or by the acceptance of any offer of employment; provided, however, that to the extent the payment of severance benefits and/or government-required termination liabilities to any such Employee is nevertheless required as a result of the consummation of the transactions contemplated by this Agreement and the consequent transfers of employment, such severance benefits and government-required termination liabilities shall be the sole responsibility of Mallinckrodt UK unless resulting solely from Buyers’ failure to provide offers or terms and conditions of employment that would be required by Law to prevent such severance benefits or government-required termination liabilities from arising as a result of the transactions contemplated by this Agreement.
Comparable Benefits. For one year following the Closing, Parent shall, or shall cause an affiliate to, offer employee benefits, effective as of the Closing (including, but not limited to, health, welfare, pension, vacation, savings and severance benefits) to the Business Employees that are comparable in the aggregate to the employee benefits that are in effect for such employees immediately prior to the Closing. Prior to Closing, Parent and Bordxx xxxll mutually agree upon what employee benefits shall be offered to non-union Business Employees during the one-year period following the Closing, in order to provide comparable benefits within the meaning of this Section 7.4. If the parties are unable to agree as to what employee benefits offered by Parent are "comparable," the decision of an independent third-party actuary (the selection of which shall be acceptable to both parties) shall be binding. With respect to Business Employees who are covered by Collective Bargaining Agreements, Parent agrees to negotiate with the certified bargaining representative(s) for such Business Employees over the employee benefits to be offered following the Closing.
Comparable Benefits. Employee shall also be provided with additional comparable benefits, if any, to those Employee was receiving from Intelligraphics at the time of his termination of employment with Intelligraphics.
