Recognition of Transferred Employee Service Sample Clauses

Recognition of Transferred Employee Service. Except as otherwise provided herein, on and after the Closing Date, and subject to the provisions of any applicable collective bargaining agreement, Buyer shall recognize for all employment-related purposes the service of each Transferred Employee with Seller and its Affiliates. Schedule 8.1 shall list such service for each Transferred Employee. Except to the extent required by Section 8.2.1, Buyer shall not be required to credit any Transferred Employee with prior service for purposes of benefit accrual or contributions under any defined benefit pension plan or other retirement plan.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Recognition of Transferred Employee Service. On and after the Closing Date, Purchaser shall recognize the service of each Non-Union Transferred Employee prior to the Closing for each IPC Company, Seller and any Affiliates of Seller for purposes of eligibility, vesting and benefit accrual to the extent that such service was credited to each Non-Union Transferred Employee by Seller, such IPC Company or such Affiliate, as applicable, under a corresponding Employee Benefit Plan, except (i) for benefit accrual under any defined benefit pension plan and (ii) to the extent that such credit would result in duplication of benefits, provided that Seller provides, as soon as practicable after the Closing, a list containing each Transferred Employee's service credited by Seller to Purchaser. Notwithstanding the foregoing, in the event that Purchaser and/or any of its Affiliates adopts a benefit plan that provides benefits of a type that Transferred Employees had not received from Seller and its Affiliates before the Closing, Purchaser and/or such Affiliate(s) (as applicable) may credit service for Transferred Employees in the same manner as it credits service for other similarly situated employees. Commencing ninety (90) days prior to the Closing Date, Seller shall cooperate in good faith with Purchaser to determine, and effectuate, the most expeditious procedures subject to the limitations of applicable Law, for transferring from Seller to Purchaser such data relating to Transferred Employees that is necessary for the operation of employee benefit plans maintained by Purchaser in which Transferred Employees will participate immediately after Closing and so that all personnel records of Transferred Employees, the service of all Transferred Employees and all other information reasonably determined by Purchaser to be needed by Purchaser in connection with the employment of Transferred Employees will be provided to Purchaser on or prior to Closing.
Sample 1Sample 2See All (4)
Recognition of Transferred Employee Service. On and after the Closing Date, Buyer and its Affiliates shall recognize the service of each Transferred Employee for Seller or its Affiliates before the Closing Date for purposes of determining eligibility to participate and vesting under all employee benefit plans, policies or programs of Buyer and its Affiliates, other than under any defined benefit pension plan or any plan providing retiree medical benefits, determined in accordance with the practices and procedures of Seller in effect on the Closing Date.
Sample 1See All (4)
Recognition of Transferred Employee Service. On and after the Closing Date, and subject to the provisions of any applicable collective bargaining agreement, Buyer shall recognize the service of each Transferred Employee for all employment-related purposes (other than an employee achievement award, within the meaning of Section 274(j) of the IRC) determined in accordance with the practices and procedures of Seller in effect on the Closing Date, as if such service had been rendered to Buyer. Schedule 11.1 to be prepared by Seller and submitted to Buyer no later than fifteen (15) days prior to the Closing Date shall list the service of each Transferred Employee for the employment-related purposes referred to in the preceding sentence.
Sample 1Sample 2Sample 3
Recognition of Transferred Employee Service. On and after the Closing Date, and subject to the provisions of any applicable collective bargaining agreement, and except as otherwise provided in this Article 11, Buyer shall recognize the service of each Transferred Employee for all employment-related purposes determined in accordance with the practices and procedures of Seller in effect on the Closing Date, as if such service had been rendered to Buyer.
Sample 1Sample 2
Recognition of Transferred Employee Service. 49 11.1.4 Assumption of Obligation to Pay Bonuses............49 11.1.5 No Duplicate Benefits; Dependents and Beneficiaries......................................50 11.1.6 Affiliate Employees................................50 11.1.7 Term of Assumed Obligations........................50 11.2
Sample 1
Recognition of Transferred Employee Service. With respect to each Transferred Employee, Buyer shall take all necessary action so that, for purposes of determining eligibility to participate in and vesting under each employee benefit plan of Buyer or its Affiliates in which Transferred Employees become eligible to participate after the Effective Date, each Transferred Employee shall be given credit for his or her years of service with any Company prior to the Closing Date; provided, however, that such service shall (i) be recognized only to the extent it would have been recognized under the Employee Benefit Plans and (ii) not be recognized for purposes of (x) benefit accruals, (y) retirement eligibility under Buyer’s option and stock awards and (z) eligibility for post-retirement medical insurance; and provided, further, that nothing herein shall result in the duplication of any benefits.
Sample 1
AutoNDA by SimpleDocs
Recognition of Transferred Employee Service. On and after the Closing Date (or, in the case of Transition Employees, the Transition Employee Conversion Date), Buyer shall recognize the service of each Transferred Employee for all employment-related purposes (other than an employee achievement award, within the meaning of Section 274(j) of the Code) determined in accordance with the employee benefit policies, plans, arrangements, programs, practices and agreements of the Seller Group in effect on the Closing Date, as if such service had been rendered to Buyer, unless any other provision of this Article provides for an alternative method of determination. Schedule 7.1(a) may be conclusively relied upon by Buyer in crediting prior service in accordance with this Section. Buyer shall be required to credit Transferred Employees with prior service for purposes of vesting and participation under the Buyer Pension Plan, the Buyer Defined Contribution and Savings Plans, and other Buyer deferred compensation plans, but shall not be required to credit Transferred Employees with prior service for purposes of benefit accrual under any of such plans.
Sample 1
Recognition of Transferred Employee Service. On and after the Closing Date, and subject to the provisions of any applicable collective bargaining agreement and Section 6.1(d), Purchaser shall recognize the service of each Transferred Employee prior to the Closing for each IPC Company, Sellers and any Affiliates of Sellers for all employment-related purposes determined in accordance with the practices and procedures of any Seller, such IPC Company or such Affiliate, as applicable, in effect on the Closing Date, provided that Sellers provide, as soon as practicable after the Closing, a list containing each Transferred Employee's service credited by Sellers to Purchaser. Commencing sixty (60) days prior to the Closing Date, Seller shall cooperate in good faith with Purchaser to determine, and effectuate, the most expeditious procedures subject to the limitations of applicable Law, for transferring from Sellers to Purchaser such data relating to Transferred Employees that is necessary for the operation of employee benefit plans maintained by Purchaser in which Transferred Employees will participate immediately after Closing and so that all personnel records of Transferred Employees, the service of all Transferred Employees and all other information reasonably determined by Purchaser to be needed by Purchaser in connection with the employment of Transferred Employees will be provided to Purchaser on or prior to Closing.
Sample 1

Related to Recognition of Transferred Employee Service

  • Transferred Employees Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

Time is Money Join Law Insider Premium to draft better contracts faster.