Employment and Benefit Arrangements. (a) From and after the Closing Date, Buyer shall cause the Company and its Subsidiaries to comply in all material respects with the terms of all legally binding employment, severance, termination, consulting, retirement and other compensation and benefit plans, arrangements and agreements to which the Company or any Subsidiary is a party and which are disclosed on Schedule 4.13, as such plans, arrangements and agreements are in effect on the date hereof. For the period of twelve (12) months after the Closing Date, Buyer shall cause the Company and its Subsidiaries to provide their non-union-represented employees who were employed with the Company or its Subsidiaries as of the Closing Date with wages, bonus opportunities and employee benefits that are no less favorable in the aggregate to the wages, bonus opportunities and employee benefits in effect in the aggregate for such persons as of the Closing Date (excluding any equity-based compensation and excluding any defined benefit pension and retiree medical benefits). With respect to union-represented employees, Buyer shall cause the Company and its Subsidiaries to comply with the terms and conditions of all applicable collective bargaining agreements, as may be modified from time-to-time. Nothing in this Article 7.03 is intended to represent a guarantee of employment or otherwise restrict the authority of the Company or any of its Subsidiaries to terminate the employment of any of their employees or, subject to the express provisions set forth in this Article 7.03, terminate or modify any individual Plan, subject to applicable law. With respect to any employee benefit plans in which any employees of the Company or its Subsidiaries participate on or after the Closing, Buyer shall cause the Company and its Subsidiaries to: (a) waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such employees, except to the extent such pre-existing conditions, exclusions or waiting periods applied under the similar plan in effect immediately prior to the Closing; (b) provide each such employee with credit for any co-payments and deductibles paid (to the same extent such credit was given for the year under the similar plan in effect immediately prior to the Closing) in satisfying any applicable deductible or out-of-pocket requirements; and (c) recognize all continuous service of the Company’s and each of its Subsidiaries’ employees with the Co...
Employment and Benefit Arrangements. The Purchaser shall take all actions required so that employees of the Company and its Subsidiaries who are employed by the Company or its Subsidiaries as of the Closing Date shall receive service credit for periods of employment with the Company and its Subsidiaries for purposes of eligibility and vesting, for purposes of determining future vacation or paid time off accruals and for purposes of determining severance benefits under any employee benefit plans and arrangements in which they participate following the Closing Date. The Purchaser shall use commercially reasonable efforts to waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall give such employees credit under the new coverages or benefit plans for deductibles, co-insurance and out-of-pocket payments that have been paid during the year in which the Closing Date occurs. This Section 6.07 shall survive the Closing, and shall be binding on all successors and assigns of the Purchaser, the Company and its Subsidiaries. During the twelve month period following the Closing, Purchaser shall take all actions required so that the employees of the Company and its Subsidiaries (determined as of the Closing Date) that continue to be employed by the Company or its Subsidiaries after the Closing Date receive base compensation, bonus opportunities and benefits that, in the aggregate, are no less favorable than that provided immediately prior to the Closing Date. Nothing contained in this Agreement is intended by the parties to constitute a plan amendment or to create any obligations of the parties with respect to any Employee Benefit Plan.
Employment and Benefit Arrangements. (a) From and after the Effective Time, Parent shall cause the Surviving Corporation to honor all employment, severance, termination and retirement agreements to which the Company is a party, as such agreements are in effect on the date hereof.
Employment and Benefit Arrangements. (a) For a one-year period following the Effective Time, Parent shall cause the Surviving Corporation to continue to provide those employees of the Surviving Corporation at the Effective Time (the "Employees"), so long as they remain employees of the Surviving Corporation, with benefits that are, in the aggregate, no less favorable to such Employees as are the benefits of the Company provided to such Employees immediately prior to the Effective Time. The foregoing sentence shall not apply to severance benefits, and the Surviving Corporation shall not be required to maintain any particular level of severance benefits.
Employment and Benefit Arrangements. (a) The Purchaser shall use commercially reasonable efforts to ensure that those eligible employees (other than the Individual Sellers) of the Company as of the Closing Date who remain so employed immediately following the Closing Date (each such employee, a “Continuing Employee”) shall receive service credit with respect to service with the Company prior to the Closing Date for purposes of eligibility and vesting under any employee benefit plans and arrangements (excluding any defined benefit pension plans, deferred compensation, equity or equity-based, or post-termination or retiree welfare benefit plans and arrangements) in which each such Continuing Employee is eligible to participate immediately following the Closing Date; provided that no retroactive contributions will be required and provided, further, except to the extent such credit would result in the duplication of benefits, and provided, further, that such service shall only be credited to the same extent and for the same purpose as such service was credited under an analogous Benefit Plan provided by the Company immediately prior to the Closing Date. To the extent, during the plan year in which the Closing Date occurs, that the Purchaser modifies any group health coverage or benefit plans under which the employees of the Company participate, the Purchaser shall use commercially reasonable efforts to waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall use commercially reasonably efforts to give such employees credit under the new coverages or benefit plans for deductibles, co-insurance and out-of-pocket payments that have been paid during the plan year in which such coverage or plan modification occurs. Through the one (1) year anniversary of the Closing Date, Purchaser shall take all actions required so that each Continuing Employee who continues in employment with the Company and its Affiliates during such period (i) receives base salary and target bonus opportunity that is substantially comparable as provided by the Company to such employee immediately prior to the Closing Date (as evidenced by such Continuing Employee’s most-recent Company W-2 wages) and (ii) receives benefits (excluding any defined benefit pension, deferred compensation, equity or equity-based, or post-termination or retiree welfare benefits) that, in the aggregate, are materially comparable to those benefits (excluding any defined benefit pension, deferred compensation,...
Employment and Benefit Arrangements. (a) From and after the Effective Time, Purchaser shall cause the Surviving Corporation to honor all employment, severance, termination and retirement agreements to which the Company is a party, as such agreements are in effect on the date hereof.
Employment and Benefit Arrangements. (a) Buyer shall use commercially reasonable efforts to provide that all employees of Newco, the Company and the Sold Subsidiaries shall receive service credit for purposes of eligibility, vesting and benefit accruals (solely, in the case of benefit accruals for purposes of determining vacation and severance) with respect to all periods of service with Seller, the Company, Newco, the Sold Subsidiaries or any of their predecessors prior to the Closing Date for all purposes under any comparable employee benefit or compensation plans, contracts, programs, policies arrangements and agreements established or maintained by Buyer and its Affiliates (including, after the Closing, Newco, the Company and the Sold Subsidiaries) (the "Buyer Benefit Plans"); provided, however, that no such service recognition shall result in any duplication of benefits.
Employment and Benefit Arrangements. Seller shall cooperate and work with Buyer after the Closing to identify any additional employees and contractors of the Company to whom Buyer may elect to offer new or continued employment with Buyer (or a Buyer affiliate). With respect to any employee or contractor of the Company who receives an offer of employment from Buyer, Seller shall assist Buyer with its efforts to enter into an offer letter, a Proprietary Information and Inventions Assignment Agreement, a Technology Transfer Agreement and an Arbitration Agreement with such employee or contractor as soon as practicable. Notwithstanding anything to the contrary herein, Buyer shall not have any obligation to make an offer of employment to any employee or contractor of the Company and all employment offers will be on an at-will basis.
Employment and Benefit Arrangements. (a) For a period of twelve months following the Closing Date, the Buyer shall provide each Employee of the Company and its Subsidiaries with employee benefits that are no less favorable in the aggregate to those employee benefits (other than benefits under an equity incentive plan or non-qualified deferred compensation plan) provided to each such employee immediately prior to the Closing Date. The Buyer shall, for a period of twelve months following the Closing Date, maintain a severance pay practice, program or arrangement for the benefit of each Employee that is no less favorable in the aggregate than such practice, program or arrangement in effect immediately prior to the Closing Date with respect to such Employee. For a period of at least two years following the Closing Date, the Buyer shall honor and continue in full force and effect all employment agreements in effect as of the date hereof with the Key Executives, on the one hand, and the Company and its Subsidiaries, on the other hand, in each case, as set forth on Schedule 7.07(a).
Employment and Benefit Arrangements. (a) From and after the Effective Time, Buyer shall cause the Surviving Corporation to honor all employment, severance, termination and retirement agreements to which the Company is a party and which are listed on Section 3.15 of the Company Disclosure Schedule, as such agreements are in effect on the date hereof, including but not limited to the base salary or hourly rate and commission arrangements, at not less than the base salary or hourly rate and commission arrangements then applicable to such employee and to provide such benefits, holidays, vacation days, and similar benefits as are, in the aggregate, substantially comparable to those then in effect for such Employees. As used herein, "
