Employee and Employee Benefit Matters. (a) From and after the Closing Date, Purchaser shall cause all of the employees of the Subject Company to be eligible for and to participate in such employee compensation and benefit plans, programs, policies and arrangements that are made available by Purchaser and its subsidiaries to their own employees who are similarly situated (the "Purchaser Benefit Plans"). From and after the Closing Date, the Subject Company shall cause all of the Purchaser Benefit Plans to provide that (i) all service of the Subject Company's officers and employees completed prior to the Closing Date with Seller or the Subject Company will be recognized under such Purchaser Benefit Plan as if it were service with Purchaser for purposes of eligibility to participate in Purchaser Benefit Plans and vesting of benefits thereunder, (ii) any waiting or eligibility periods or exclusions for pre-existing conditions shall be waived with respect to such officers and employees and their eligible dependents under Purchaser Benefit Plans that are "welfare benefit plans" (as defined in section 3(1) of ERISA) and (iii) all co-payments, deductibles and similar amounts and costs incurred by any such officer or employee under a comparable plan, agreement or arrangement of Seller or the Subject Company during the plan year in which the Closing occurs shall be recognized under the applicable Purchaser Benefit Plan. The foregoing shall not constitute any commitment, contract, understanding, undertaking or guarantee (express or implied) on the part of Purchaser to maintain or establish any Purchaser Benefit Plan or on the part of the Purchaser or the Subject Company to continue the employment of any employee of the Subject Company for any duration.
Employee and Employee Benefit Matters. (a) Neither the PARENT nor any entity which is or was under common control maintains or contributes to, or has within the preceding six years maintained or contributed to, or may have any liability with respect to any employee benefit plan subject to Title IV of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 412 of the Code or any "multiple ----- employer plan" within the meaning of the Code or ERISA.
Employee and Employee Benefit Matters. 51 SECTION 5.15
Employee and Employee Benefit Matters. (a) During the Interim Period, the Project Employees who are providing services directly relating to the Projects may, in Seller or Seller Affiliate’s sole discretion, continue in the same role following Closing as employees of Seller or a Seller Affiliate. Nothing in this Section 6.7 shall affect the right of Seller, or any Affiliate of Seller, to terminate the employment of any Project Employee for any reason or at any time. At all times prior to Closing, Seller, or an Affiliate of Seller, shall continue to have the exclusive right to control the Project Employees and make any and all employment decisions regarding Project Employees as it shall deem appropriate. Seller or its Affiliates shall be exclusively responsible for the payment of all wages, provision of all benefits and compliance with all applicable Laws with respect to the Project Employees until such Project Employees are no longer employed by Seller or its Affiliates.
Employee and Employee Benefit Matters. (a) Buyer shall, or shall cause each Company and each Company Subsidiary to, during the period commencing at the Closing Date and ending on the first anniversary thereof, provide to their active and former employees employee benefit plans, programs, policies and arrangements (other than stock option or other plans involving the potential issuance of securities) which in the aggregate are substantially comparable to those provided under the applicable employee benefit plans, programs, policies and arrangements of each Company and each Company Subsidiary in effect as of the Closing; provided, however, that the requirements of this sentence shall not apply to employees who are covered by a collective bargaining agreement; provided, further, that no specific plans, programs, policies or arrangements shall be required to be provided, except as required by applicable Law. Employees of each Company and each Company Subsidiary shall be given credit for purposes of eligibility and vesting under each employee benefit plan, program, policy or arrangement (and for purposes of benefit accrual under each vacation or severance benefit plan, program or arrangement) of Buyer or any of its Related Persons in which the employees are eligible to participate for all service with any Company or any Company Subsidiary or any predecessor employer (if such credit was given by Seller).
Employee and Employee Benefit Matters. 29 Section 6.6. Receivables................................................30 Section 6.7. Non-Competition............................................30 Section 6.8.
Employee and Employee Benefit Matters. The Parties agree as to employee and employee benefit matters as set forth in Exhibit E.
Employee and Employee Benefit Matters. At the Closing, Buyer may, but is not obligated to, offer consultative work to any employees of the Business on terms determined in Buyer's sole discretion. No later than five (5) Business Days before the Closing Date, Buyer will provide Seller with a list of those employees of Seller to whom Buyer intends to make such an offer. Such employees are referred to herein as the "Transferred Employees". From and after the Closing, Seller will have no further liability or obligation with respect to any Transferred Employee who does not continue to provide services to Seller, other than liabilities, obligations and commitments related to (a) wages, salary, incentive or bonus compensation, vacation benefits and other remuneration accrued and unpaid as of the Closing Date, (b) workers compensation claims accrued or arising out of an event occurring as of the date immediately before the Closing Date, and (c) applicable COBRA obligations of Seller imposed by Part 6 of Title 1 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or any similar state law.
Employee and Employee Benefit Matters. (a) Buyer shall offer employment as of the Closing Date to all of the employees actively employed by Seller at the Stations, with the same positions and compensation as so employed by Seller. As of the Closing Date, Buyer shall employ each such employee who accepts Buyer’s offer of employment (collectively, the “Transferred Employees”). As of the Closing Date, Buyer shall cause all Transferred Employees who are not covered by a --------- collective bargaining agreement (collectively, the “Transferred Non-Union Employees”) to be eligible to participate in “employee welfare benefit plans” and “employee pension benefit plans” (as defined in Sections 3(1) and 3(2) of ERISA) of Buyer in which similarly situated employees of Buyer are generally eligible to participate from time to time (“Buyer’s Plans”), and all Transferred Non-Union Employees shall be eligible for coverage immediately after the Closing Date (and shall not be excluded from coverage on account of any pre-existing condition) under Buyer’s Plans constituting employee welfare benefit plans to the extent permitted under such plans with respect to the Transferred Non-Union Employees. Following the Closing Date, Buyer shall cause Buyer’s Plans to recognize any prior accrued service credit, credit towards satisfying deductible expense requirements and out-of-pocket expense limits of Transferred Non-Union Employees for purposes of Buyer’s Plans to the extent such prior credits and limits are recognized by Buyer or Buyer’s Plans for similarly situated employees of Buyer (including, but not limited to, eligibility to participate and vesting, but excluding benefit accruals). As soon as practicable following the Closing Date, Buyer shall make available to the Transferred Non-Union Employees, Buyer’s 401(k) Plan in accordance with the terms and provisions of such plan. Seller shall cause to be transferred to Buyer’s 401(k) Plan, in cash, all of the individual account balances of the Transferred Non-Union Employees under the 401(k) plan in which the employees of the Stations now participate, upon receipt from Buyer of evidence satisfactory to Seller that Buyer's 401(k) Plan is tax-qualified. Buyer shall provide employees of the Stations who become employed by Buyer and are covered by a collective bargaining agreement listed on Schedule 6.4(d) (the “Transferred Union Employees”) benefits in accordance with the terms of such agreement to the --------------- extent such benefits constitute a part of the Assumed L...
Employee and Employee Benefit Matters. From and after the Closing, the parties hereto shall comply with the provisions set forth in APPENDIX A hereto, which APPENDIX A is incorporated herein by reference and made a part of this Agreement.
