Employees and Employee Plans. All liabilities and obligations with respect to any (i) employees or former employees of Seller (including, for the avoidance of doubt, any change of control bonus or severance obligations of Seller with respect to employees or former employees of Seller) and (ii) all obligations and liabilities with respect to the Employee Plans.
Employees and Employee Plans. Section 4.1(w) of the Disclosure Schedule entitled "Employee Plans" contains a true and complete list of (a) all employees of the Business (each a "Business Employee"), together with their respective job titles and annual compensation (including salaries, bonuses, consulting fees and incentive or deferred compensation) and (b) all employee benefit plans ("Employee Plans") and employment contracts. To the best of Seller's knowledge, the Business does not involve employment of any person in a manner that violates any non-competition or non-disclosure agreement, which such Person entered into in connection with any former employment. Neither Seller nor any officers, directors, shareholders, employees or agents of Seller have taken any action directly or indirectly to obligate Seller to institute any Employee Plan applicable to employees of the Business other than those Employee Plans set forth in such Schedule, or to amend any such Employee Plan. Seller has delivered to Buyer copies of all of the documents comprising each Employee Plan and each employment Contract, and such other materials related thereto as have been reasonably requested by Buyer. Each Employee Plan has been administered in material compliance with its terms and with applicable laws. All (i) insurance premiums required to be paid with respect to, (ii) benefits, expenses, and other amounts due and payable under, and (iii) contributions, transfers, or payments required to be made to, any Employee Plan prior to the Closing Date will have been paid, made or accrued on or before the Closing Date. With respect to any insurance policy that has, or does, provide funding for benefits under any Employee Plan, no insurance company issuing any such policy is in receivership, conservatorship, liquidation or similar proceeding and, to the knowledge of the Seller, no such proceedings with respect to any insurer are imminent. Buyer has not committed to provide any Business Employee with a benefit under Seller's Life Insurance and Accidental Death & Dismemberment Insurance or Seller's Long Term Disability Insurance (the "Insured Welfare Plans") which is in excess of the coverage provided by any insurance policy that has, or does, provide funding for benefits under the Insured Welfare Plans. None of the Employee Plans is a "multiemployer plan" within the meaning of Sections 3(37) or 4001(a)(13) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Each employee benefit plan maintained ...
Employees and Employee Plans. None of the Affiliated Entities have, nor at any time have they had, any employees or any Employee Plans in effect.
Employees and Employee Plans. Section 10.01. Special Provisions for Employees and Employee Plans Outside of the United States 26 ARTICLE XI GENERAL AND ADMINISTRATIVE Section 11.01. Sharing of Participant Information 27 Section 11.02. Cooperation 27 Section 11.03. Vendor Contracts 27 Section 11.04. Data Privacy 27 Section 11.05. Notices of Certain Events 27 Section 11.06. No Third Party Beneficiaries 28 Section 11.07. Fiduciary Matters 28 Section 11.08. Consent of Third Parties 28 ARTICLE XII NON-SOLICIT; NO-HIRE Section 12.01. Non-Solicitation/No-Hire of Covered Service Providers 28 ARTICLE XIII DISPUTE RESOLUTION Section 13.01. General 29 ARTICLE XIV MISCELLANEOUS Section 14.01. General 29 EMPLOYEE MATTERS AGREEMENT This EMPLOYEE MATTERS AGREEMENT, dated as of March 30, 2022, is by and between BAUSCH HEALTH COMPANIES INC., a corporation incorporated under the British Columbia Business Corporations Act (“Parent”), and BAUSCH + LOMB CORPORATION, a company incorporated under the laws of Canada (the “Company” or “SpinCo”). R E C I T A L S WHEREAS, Parent and the Company have entered into the Master Separation Agreement, dated as of even date herewith (the “Master Separation Agreement”), pursuant to which Parent and the Company will effectuate the Transactions;
Employees and Employee Plans. (a) Set forth on Schedule 3.20(a) of the Disclosure Schedule is a correct and complete list of all Benefit Plans (as defined below) currently maintained or contributed or required to be contributed by any Seller or the Company with respect to the Business (“Hawaii Benefit Plans”). For purposes hereof, “Benefit Plan” means any compensation or employee benefit plan, program, policy, arrangement, commitment, practice or agreement, including, without limitation, any “employee welfare benefit plan” or “employee pension benefit plan”, as defined in Sections 3(1) and 3(2), respectively, of the Employee Retirement Income Security Act of 1974 (“ERISA”) (whether or not subject to ERISA), any bonus, incentive compensation, deferred compensation, stock purchase, stock option, stock ownership, phantom stock, leave of absence, layoff, vacation, cafeteria, education, life, health, disability, severance, employment, separation or other employee benefit plan, practice, policy, agreement, or arrangement of any kind, whether written or oral, contributed to, sponsored or maintained by either Seller, the Company or the Hawaiian Businesses or with respect to which either Seller, the Company or the Hawaiian Businesses a party or has any obligation, as of the date hereof for the benefit of any current or former employee, officer, agent, independent contractor, or director of any Seller or the Company or any dependent or beneficiary thereof.
Employees and Employee Plans. Section 10.01.
Employees and Employee Plans. (1) The Company has previously disclosed to the Purchaser in writing, which writing references this Agreement, a correct and complete list of:
Employees and Employee Plans. (1) Except as set forth on Schedule 5.1(s)(2), no Company is or was a party to, maintains or has maintained, or contributes or has contributed to, any (A) severance or employment agreement with any current or former director, officer or employee, (B) severance plan, program, policy or arrangement, (C) plan or arrangement relating to its current or former directors, officers or employees which contains change in control provisions, (D) any Employee Plan, or (E) any collective bargaining agreement or consulting agreement (clauses (A) through (E) are, collectively, the "Company Plans"), nor has any such Company or any officers or directors of any such Company, taken any action directly or indirectly which obligates such Company to institute or modify or change any such Company Plan, any change in any actuarial or other assumption used to calculate funding obligations with respect to any Company Plan, or any change in the manner in which contributions to any Company Plan are made or the basis on which such contributions are determined.
Employees and Employee Plans. 34 SECTION 5.32 ACCOUNTING CHANGES.........................................34 SECTION 5.33 DEBT SERVICE RESERVE ACCOUNT...............................34 SECTION 5.34 FINANCIAL RATIOS...........................................35 SECTION 5.35 COMPLETION CERTIFICATE.....................................35 SECTION 5.36 LENDER'S EXPERTS AND CONSULTANTS...........................35 SECTION 5.37 REGULATORY STATUS..........................................36 SECTION 5.38 CHILD LABOR AND FORCED LABOR...............................36 SECTION 5.39 INSURANCE PROCEEDS.........................................36 SECTION 5.40 NOTARIZATION, CONSULARIZATION AND REGISTRATION OF CFA......36 SECTION 5.41 MIGA PREMIUM PAYMENTS......................................36 SECTION 5.42 PPA AMENDMENT..............................................37 ================================================================================
Employees and Employee Plans. The Borrower shall not adopt, establish, maintain, sponsor, administer, contribute to, participate in, or incur any liability to provide post-retirement welfare benefits, except such liability to provide post-retirement welfare benefits as may be required by Applicable Law, the PPA and the Agreement of Association in Participation.
