Employees and Benefit Plans. (a) From and after the Effective Time, Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, the “Company Employees”) with at least the types and levels of employee benefits (including employee contribution levels) comparable in the aggregate to those maintained by Buyer for similarly-situated employees of Buyer. Notwithstanding the preceding sentence, at Buyer’s option, the Company Employees may remain insured under the Company’s current group medical plan until the plan year end. Buyer will treat, and cause its applicable benefit plans to treat, the service of the Company Employees with the Company or any of its Subsidiaries as service rendered to Buyer or any of its Subsidiaries for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but not for benefit accrual under any defined benefit plan (including minimum pension amount) attributable to any period before the Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer’s health and similar plans, Buyer shall not treat any employee of the Company or any of its Subsidiaries as a “new” employee for purposes of any exclusions under any health or similar plan of Buyer for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or similar plan of the Company or its Subsidiaries, and any deductibles, co-payments or out-of-pocket expenses paid under any of the Company’s or any of its Subsidiaries’ health plans shall be credited towards deductibles, co-payments or out-of-pocket expenses under Buyer’s health plans upon delivery to Buyer of appropriate documentation. Buyer will make appropriate arrangements with its insurance carrier(s) to ensure such result.
Employees and Benefit Plans. (a) Following the Effective Time and until the first anniversary of the Closing Date, TopCo shall, or shall cause one of its Subsidiaries to, provide the individuals who are employed by the Company or any of its Subsidiaries immediately before the Effective Time (the “Company Employees”) and who continue employment during such time period with (i) annual base compensation that is no less favorable than the annual base compensation provided to such Company Employees immediately prior to the Effective Time, (ii) severance benefits that are no less favorable than the severance benefits provided to such Company Employees immediately prior to the Effective Time in accordance with the terms of the severance arrangements set forth in Section 5.04(a) of the Company Disclosure Letter and (iii) other compensation and employee benefits that are substantially comparable in the aggregate to the other compensation and employee benefits provided to similarly situated employees of Parent and its Subsidiaries.
Employees and Benefit Plans. (a) Effective immediately prior to the Closing, each Seller shall terminate the employment of each of its then current employees and shall cause each Subsidiary to terminate the employment of each of such Subsidiary’s then current employees. Effective as of the Closing, Purchaser or a subsidiary of Purchaser shall offer employment to each of such employees (the “Continuing Employees”) identified on Schedule 4.09 attached hereto at the respective rates of salary, and with the benefits and incentive compensation arrangements (including stock options, if any, bonuses and participation in Purchaser’s other benefit plans), set forth on Schedule 4.09 attached hereto. Purchaser shall be under no obligation to hire any present employee of any Seller except pursuant to such offers of employment. Except as provided in paragraph (b) below, any obligations to or benefits for employees or former employees of any Seller shall be the sole responsibility of the Sellers. Except as provided in paragraph (b) below, Purchaser shall have no obligations whatsoever for the continuation of any bonus, compensation, welfare or pension benefit programs for any present or former employee of any Seller, and Purchaser shall have no Liability, and it does not accept any Liability, with respect to any present or former employee of any Seller; provided, however, that notwithstanding the foregoing, Purchaser shall recognize each Continuing Employee’s service with the Sellers or any Subsidiary for purposes of eligibility to participate and vesting credit under each of Purchaser’s or any subsidiary’s Benefit Plans or any of Sellers’ Benefit Plans assumed by Purchaser and with respect to vacation and severance benefits. Purchaser hereby agrees that the beneficiary named in the term life insurance policy maintained by any Seller for each Management Shareholder may be changed to a Person to be designated by the respective Management Shareholder following the Closing. Any Employee identified on Schedule 4.09 who is not offered employment by Purchaser pursuant to this Section 4.09(a) shall receive an amount from the Seller employing such Employee (which shall be reimbursed to such Seller by Purchaser) equal to two (2) times the weekly gross salary payable to such Employee by such Seller immediately prior to the Closing.
Employees and Benefit Plans. Since the date of formation of the Company, and as of the date of this Agreement, the Company has not had and does not have any employees. The Company has not sponsored, maintained or contributed to any employee benefit plan within the meaning of Section 3(3) of ERISA or any employee pension benefit plan within the meaning of Section 3(2) of ERISA the Company does not have any liability for life, health, medical or other welfare benefits to present or former employees or beneficiaries or dependents thereof.
Employees and Benefit Plans. MGS has no employees. With respect to its former employees, MGS complied with Applicable Laws relating to employment, civil rights and equal employment opportunities or other employment practices, and MGS has received no notice of any claim before any governmental body brought by or on behalf of any prospective employee, former employee, retiree, labor organization or other representative of employees or any governmental body or, to the knowledge of MGS is any such claim threatened against MGS . MGS has paid in full to all of its former employees all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees.
Employees and Benefit Plans. (a) The Company does not currently employ and, since January 1, 2020, the Company has not employed, any employees, and no individual who has provided services to the Company since January 1, 2020 would under Applicable Law be characterized as an employee of the Company. Except as set forth in the Statutory Statements, the Company has no Liabilities, obligations, costs, or expenses of any kind or nature attributable in any manner to employees, including, without limitation, any amounts or liabilities owed by the Company under any cost-sharing agreements or related to any Benefit Plan.
Employees and Benefit Plans. Any (i) employment contracts, (ii) benefit plans (within the meanings of the Employee Retirement and Income Security Act) sponsored by Seller or an Affiliate of Seller or to which Seller or an Affiliate of Seller contributes or has ever contributed on behalf of its employees (a "Plan"), (iii) any of the assets thereof, and (iv) any other employee benefit plan or arrangement and the assets thereof, if any, maintained by Seller or any Affiliate of Seller;
Employees and Benefit Plans. (a) Section 3.16(a) of the Disclosure Schedule lists each Business Benefit Plan as of the date hereof that are Seller Benefit Plans or Acquired Entity Benefit Plans; provided, that Seller shall not be required to disclose (i) any employment agreements or offer letters providing for annual base compensation of less than two hundred thousand dollars ($200,000), or (ii) any Business Benefit Plans that are required by Applicable Law. For each such material Acquired Entity Benefit Plan or Assumed Benefit Plan listed in Section 3.16(a) of the Disclosure Schedule, Seller has made available to Buyer a copy or description of such plan (or in the case of individual agreements that are based on a form agreement, a copy of such form) and all material amendments thereto and, if applicable, (i) the plan’s annual return/report (such as a Form 5500 or other local jurisdiction equivalent) for the two most recently completed plan years; (ii) all trust agreements or other funding arrangements and amendments thereto; (iii) the current prospectus or summary plan description and all summaries of material modifications; and (iv) the most recent favorable determination or opinion letter from the IRS. For each such material Seller Benefit Plan that is not an Assumed Benefit Plan listed in Section 3.16(a) of the Disclosure Schedule, Seller has made available to Buyer a copy or description of such plan (or in the case of individual agreements that are based on a form agreement, a copy of such form) and all material amendments thereto.
Employees and Benefit Plans. Section 3.1(l) of the Seller Disclosure Schedule contains a complete and accurate list of the employees of the Seller and the Seller Parent who devote the majority of their time to performing services in the Water Systems as of the date of this Agreement. All of the employees who devote the majority of their time to servicing the Water Systems or managing the business of the Seller are employees of the Seller Parent or the Seller. The Seller does not have or administer any Benefit Plans as defined in Article VIII. Except as set forth in Schedule 3.1(l) hereto, (i) the Seller is not a party to any collective bargaining agreement or relationship with any labor organization; (ii) no labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition; (iii) no union organizing or decertification efforts are underway or threatened and no other question concerning representation by a labor organization exists; (iv) no labor strike, work stoppage, slowdown, or other material labor dispute has occurred, and none is underway or, threatened; (v) there is no employment-related charge, complaint, grievance, investigation, inquiry or obligation of any kind, pending or threatened internally at the Seller, with any governmental agency, or in any forum, relating to an alleged violation or breach by the Seller (or its officers or directors) of any employment related law, regulation or contract; (vi) there are no employment contracts or severance agreements with any current or former employees of the Seller under which the Seller has any continuing obligation; and (vii) the Seller has implemented any plant closing or layoff of employees notices that are required under the WARN Act.
Employees and Benefit Plans. (a) Schedule 3.13(a) sets forth a complete and accurate list of all employment agreements with Employees of the Seller or of any of its Subsidiaries. Except for the Employees who are parties to such employment agreements, all of the Employees of the Seller and of each of its Subsidiaries are employed in an at-will status (except for restrictions or limitations on the at-will status of such employees imposed by general principles of law or equity).
