Employee and Employee Benefit Matters Clause Examples

Employee and Employee Benefit Matters. (a) Prior to or on the Closing Date, Buyer shall make offers of employment, effective as of the Closing Date, to all Employees. Each offer of employment made by Buyer pursuant to this Section 9.01 shall be for employment (i) at the same rate of base pay as is applicable at the Closing Date, (ii) with benefits no less favorable in the aggregate than the benefits applicable in regards to each respective Employee as of the Closing Date to the extent required to comply with WARN or any similar state or local laws and (iii) with such other terms and conditions of employment as are determined by Buyer in its sole discretion. Those Employees who are offered employment by Buyer and who accept such offers of employment shall be referred to herein as the “Transferred Employees”, and the parties hereto intend that there shall be continuity of employment following the Closing with respect to all Transferred Employees. Buyer shall, or, as applicable, shall cause its Subsidiaries or Affiliates to, pay, and indemnify Seller for (i) any and all termination or severance Liabilities incurred on or after the Closing Date as a result of the actions of Buyer, and (ii) honor all obligations under any contracts, agreements, Plans and commitments of Seller or any of its Affiliates to any Employee or former employee of Seller or any of its Affiliates which are Assumed Liabilities; provided, however, that this undertaking is not intended to prevent Buyer from amending, modifying, suspending, revoking or terminating any such contract, agreement, collective bargaining agreement or commitment. For the first ninety (90) days after the Closing, Buyer shall provide, or shall cause to be provided, to each Transferred Employee (exclusive of any Employees who are subject to a collective bargaining agreement) compensation and benefits from time to time that are no less favorable, in the aggregate, than the compensation and benefits provided to each such Transferred Employee immediately prior to the Closing. Notwithstanding anything to the contrary in this Section 9.01, Buyer shall have the right to terminate the employment of any Transferred Employee after the Closing Date; provided, however, for the first ninety (90) days after the Closing, Buyer shall retain, at a minimum, the number of Transferred Employees required to avoid liability arising from WARN or any similar state or local laws. (b) Subject to its obligations under applicable law and applicable collective bargaining agreements, B...

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. (b) Except as expressly contemplated herein or in the O&M Agreement, from the Effective Date through the latter of a period of two (2) years from and after the O&M Expiration or the date of termination of this Agreement (pursuant to Section 9.1 if a Closing does not occur hereunder), Buyer agrees not to solicit for hire or employment or employ, and to use Commercially Reasonable Efforts to cause Buyer Service Companies and their Affiliates not to solicit for hire or employment or employ, any Project Employee, without Seller’s prior written consent; provided, however, that the restrictions set forth in this Section 6.7(b) shall not apply to any solicitation (or any hiring as a result of any solicitation) that consists of advertising in a newspaper or periodical of general circulation or through similar general circulation on the internet or otherwise not specifically directed toward any Project Employee.

Employee and Employee Benefit Matters. (a) Prior to the Closing Date, Buyer shall make an offer of employment to each Employee other than those listed in Schedule 9.01 attached hereto, such employment to be effective as of the Closing Date. Such offer shall be for employment at the same rate of base pay as is applicable at the Closing Date and with such other terms and conditions of employment, including, without limitation, employee benefits, as are determined by the Buyer in its sole discretion. Those Employees who have been offered employment by Buyer and who accept such offers of employment shall be referred to herein as the “Transferred Employees”, and the parties hereto intend that there shall be continuity of employment following the Closing with respect to all Transferred Employees. Following the Closing Date, Buyer shall, or, as applicable, shall cause its Subsidiaries or Affiliates, to, honor all obligations under any contracts, agreements, collective bargaining agreements, Plans (as such may be amended in accordance with this Agreement) and commitments of Seller and its Affiliates that exist on the Closing Date (or as established or amended in accordance with or as permitted by this Agreement) that apply to any Employee or former employee of Seller or any of its Affiliates; provided, however, that this undertaking is not intended to prevent Buyer from amending, modifying, suspending, revoking or terminating any such contract, agreement, collective bargaining agreement or commitment. For the first seventy-five (75) days after the Closing, Buyer shall provide, or shall cause to be provided, to each Transferred Employee (exclusive of any Employees who are subject to a collective bargaining agreement) compensation and benefits from time to time that are no less favorable, in the aggregate, than the compensation and benefits provided to each such Transferred Employee immediately prior to the Closing. (b) For the first seventy-five (75) days after the Closing, the Employees, other than Employees who are party to individual agreements providing for severance benefits, shall be eligible to receive severance benefits in amounts and on terms and conditions no less favorable than those provided to Employees pursuant to policies (severance benefit provisions contained in individual agreements with Employees may be used for purposes of determining comparability of severance policies) in effect immediately prior to the Closing. (c) Subject to its obligations under applicable law and applicable col...

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. (b) PARENT does not and has not sponsored, maintained or contributed to any "employee benefit plan", as defined in Section 3(3) of ERISA (including, but not limited to, employee benefit plans which are not subject to the provisions of ERISA) ("Plan"). Except as set forth in Schedule 4.14, PARENT is not a party ---- ------------- to any collective bargaining agreement, profit sharing, stock option, stock purchase, pension, bonus, incentive, retirement, incentive award plan or arrangement, vacation policy, severance pay policy or agreement for severance pay, accelerated vesting or similar benefits following termination of employment or upon the execution of this Agreement or the Closing, deferred compensation agreement or arrangement, consulting agreement, employment contract, medical reimbursement, life insurance or other benefit plan, agreement, arrangement, program, practice or understanding ("Benefit Program"). ---------------- (c) The PARENT does not have any obligations to provide or any direct or indirect, whether contingent or otherwise, with respect to the provision of health or death of any current or former employees. (d) Schedule 4.14 lists all of PARENT's full-time or part-time employees. There are no existing or, to PARENT's Knowledge, threatened labor disputes. PARENT owes no wages, bonuses, commissions, taxes, penalties or assessments, owed to, or arising out of the employment of, any officer, director, employee or other person or consultant. PARENT is in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages and hours, occupational safety and health, and is not engaged in any unfair labor or unfair employment practices. There is no unfair labor practice charge or complaint or any other matter against (or to PARENT's Knowledge, involving) PARENT pending or, to PARENT's Knowledge, threatened before any Governmental Authority. No agreement, arbitration or court decision or governmental order to which PARENT is a party ...

Employee and Employee Benefit Matters. 51 SECTION 5.15

Employee and Employee Benefit Matters. 3.1 On or before the Closing Date, Calpine shall assign its rights and obligations under the ▇▇▇▇▇▇▇▇ Employment Agreement to Rosetta, and Rosetta shall assume such rights and obligations, effective as of the Effective Time. On or before the Closing Date, Rosetta, in its sole discretion, may offer employment to any of the other Employees on such terms and conditions as it chooses, and the Hired Employees shall become Employees of Rosetta or an Affiliate, effective as of the Effective Time. As soon as practicable before the Closing Date, Rosetta shall provide written notice to Calpine of the identities of the Hired Employees. Immediately before the Effective Time, Calpine shall terminate or cause the termination of the employment of all the Hired Employees. Calpine is solely responsible for and shall pay or provide, or cause to be paid or provided, to each Hired Employee and pursuant to the ▇▇▇▇▇▇▇▇ Employment Agreement, the wages, salaries, commissions, bonuses, severance pay, vacation pay, benefits and any other compensation or remuneration for or on account of employment through the end of the day before the Closing Date when and as required by Applicable Law and the ▇▇▇▇▇▇▇▇ Employment Agreement. Calpine shall retain all Liability with respect to the Hired Employees and under the ▇▇▇▇▇▇▇▇ Employment Agreement for any Claim relating to employment or employment practices, whenever asserted, that arose or accrued prior to the Closing Date. Rosetta shall be responsible for all Liability with respect to the Hired Employees and under the ▇▇▇▇▇▇▇▇ Employment Agreement for any Claim relating to employment or employment practices that arises or accrues on or after the Closing Date. Calpine shall remain solely responsible for the wages, salaries, commissions, bonuses, severance pay, vacation pay, benefits and any other compensation or remuneration for or on account of employment and shall retain all Liability with respect to the Employees who do not become Hired Employees. Subject to compliance with Applicable Law, the Calpine Parties shall provide or make available, or cause to be provided or made available, to Rosetta such personnel and payroll information about the Hired Employees as may be required by Applicable Law or as Rosetta may reasonably request. 3.2 The Calpine Parties or their respective Affiliates currently maintain one or more defined contribution plans (the “Calpine DC Plan”) which provide certain retirement benefits for the Hired Employees. Prior...

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. The Parties agree as to employee and employee benefit matters as set forth in Exhibit E.

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.