Employees; Benefit Plans (a) During the period commencing at the Effective Time and ending on the date which is FIVE (“5”) months from the Effective Time (or if earlier, the date of the employee's termination of employment with Parent and its Subsidiaries), Parent shall cause the Surviving Corporation and each of its Subsidiaries, as applicable, to provide the employees of the Company and its Subsidiaries who remain employed immediately after the Effective Time (collectively, the "Company Continuing Employees") with base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits that are, in the aggregate, no less favorable than the base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits provided by the Company and its Subsidiaries on the date of this Agreement.
(b) With respect to any "employee benefit plan" as defined in Section 3(3) of ERISA maintained by Parent or any of its Subsidiaries, excluding both any retiree healthcare plans or programs maintained by Parent or any of its Subsidiaries and any equity compensation arrangements maintained by Parent or any of its Subsidiaries (collectively, "Parent Benefit Plans") in which any Company Continuing Employees will participate effective as of the Effective Time, Parent shall, or shall cause the Surviving Corporation to, recognize all service of the Company Continuing Employees with the Company or any of its Subsidiaries, as the case may be as if such service were with Parent, for vesting and eligibility purposes (but not for (i) purposes of early retirement subsidies under any Parent Benefit Plan that is a defined benefit pension plan or (ii) benefit accrual purposes, except for vacation, if applicable) in any Parent Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Effective Time; (iii) Continuing Company shall honor all consulting or advisory agreement previously entered into, or employment pending equity awards stock options or warrants to purchase equity based upon performance. provided, that such service shall not be recognized to the extent that (A) such recognition would result in a duplication of benefits or (B) such service was not recognized under the corresponding Company Employee Plan.
(c) This Section 5.07 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 5.07, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.07. Nothing contained herein, express or implied (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement or (ii) shall alter or limit the ability of the Surviving Corporation, Parent or any of their respective Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. The parties hereto acknowledge and agree that the terms set forth in this Section 5.07 shall not create any right in any Company Employee or any other Person to any continued employment with the Surviving Corporation, Parent or any of their respective Subsidiaries or compensation or benefits of any nature or kind whatsoever.
(d) With respect to matters described in this Section 5.07, the Company will not send any written notices or other written communication materials to Company Employees without the prior written consent of Parent.
Employees; Labor Relations The Company and its Subsidiaries are, and have at all times within the past five years been, in compliance in all material respects with all Laws relating to the employment of labor, including any provision thereof relating to wages, hours, collective bargaining, labor relations, employment practices, prohibited discrimination, immigration status, worker classification (including the proper classification of working as independent contractors and consultants and exempt or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfare. Neither the Company nor any Subsidiary is the subject of any Actions or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge of Sellers, threatened, which involve any past or current employees or contractors of the Company or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred within the past five (5) years. Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or any of its Subsidiaries. To the knowledge of Sellers, no employees of the Company or any of its Subsidiaries are represented by a union or similar employee representative or organization. No officer of the Company has notified the Company that he or she intends to terminate his or her employment with the Company. To the Knowledge of Sellers, no past or current employee of or consultant to the Company or any of its Subsidiaries is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiaries.
Employees; Employee Benefit Plans (a) Purchaser shall cause each of the Initial Acquired Companies and Subsequent Acquired Companies, if any, to employ on the applicable Closing Date or continue to employ on the applicable Closing Date all of the employees of such Acquired Company (as applied to any such Acquired Company, “Continuing Employees”) on terms and conditions of employment, including pay levels, job descriptions and benefits, that are substantially similar in all material respects either (i) to the terms and conditions of employment immediately prior to the Closing Date or (ii) to the terms and conditions of employment that apply to similarly situated employees of Purchaser. The foregoing covenant of Purchaser shall not restrict or limit in any manner Purchaser’s management of the business of the Initial Acquired Companies or Subsequent Acquired Companies, if any, after the applicable Closing nor require Purchaser to retain any Continuing Employee for any period of time after the applicable Closing Date or to maintain any particular pay levels, job descriptions or benefits or other terms and conditions of employment for them; provided, however, that Purchaser shall be responsible for any and all notices, liabilities, costs, payments and expenses arising from any action by Purchaser (including breach of contract, defamation or retaliatory discharge) regarding any employee of an Initial Acquired Company or Subsequent Acquired Company, if any, or any Continuing Employee, including any such liability (i) under any applicable Law that relates to employees, employee benefit matters or labor matters, (ii) for dismissal, wrongful termination or constructive dismissal or termination, or severance pay or other termination pay, or (iii) under or with respect to any benefit plan, program, contract, policy, commitment or arrangement of the Acquired Companies, including the Retention Plans maintained by the Acquired Companies (collectively, “Employee Benefit Plans”) or under and with respect to the Retention Plans (other than those maintained by the Acquired Companies) to the extent such Retention Plans provide payments or benefits with respect to any Continuing Employee; provided, however, that Purchaser shall not be responsible for any costs, payments or expenses under or with respect to the Retention Plans to the extent that such costs, payments and/or expenses exceed, in the aggregate, Twenty Five Million Dollars ($25,000,000), subject to reductions, if any, pursuant to the terms of the Retention Plans.
(b) Prior to the applicable Closing Date, Purchaser may notify Seller Parent that Purchaser desires to make employment offers, effective as of the applicable Closing Date, to certain identified employees of the BellSouth Entities who provide services with respect to any Initial Acquired Company or Subsequent Acquired Company, if any, and shall provide Seller Parent with a list of such individuals. If Seller Parent consents thereto, which consent shall not be unreasonably withheld, Purchaser shall be entitled to make such offers of employment and Seller Parent shall, or shall cause its applicable Affiliates to, provide Purchaser with reasonable access to such employees for purposes of making the employment offers; provided, however, that if any employee for whom Purchaser desires to make an employment offer also provides services with respect to any Acquired Company that is not the subject of the Initial Closing or any Subsequent Closing, Sellers Parent’s refusal to consent to such employment offer shall not be deemed unreasonable. Any person who accepts Purchaser’s offer of employment made pursuant to this subsection (b) shall be treated as a Continuing Employee for purposes of this Section 6.13.
(c) Subject to Section 6.5(d), after the applicable Closing Date, Sellers shall be responsible for all relocation costs arising as a result of returning to their home country any expatriates or impatriates (other than those who are Continuing Employees) who, immediately prior to the applicable Closing Date, provide services to an Acquired Company that is the subject of a Closing Date, including severance payments. The applicable Acquired Company agrees to honor, perform and be liable for, and, to the extent necessary, assume, all obligations, if any, with respect to retention bonuses under the Retention Plans payable to or on behalf of those persons described in the preceding sentence, including, for this purpose, those persons who are Continuing Employees.
(d) After the applicable Closing Date, Purchaser agrees that each Initial Acquired Company or Subsequent Acquired Company, if any, or Purchaser shall honor, pay, perform and be liable for and, to the extent applicable, shall assume, (i) all obligations and liabilities under and with respect to all Employee Benefit Plans, (ii) all benefits and payments to, or with respect to, employees or former employees required under applicable Law, including the workers’ compensation and other obligations of such Acquired Company under labor and employment Laws, (iii) all Tax equalization, reimbursements, retention and similar charges and costs, and all other liabilities related to expatriates who, at the direction of the BellSouth Entities, worked for or provided services to such Acquired Companies (including all liabilities and obligations for retention bonuses under the Retention Plans) and (iv) all liabilities and obligations under and with respect to the employment agreements set forth on Schedule 6.13(d). If Sellers pay any amounts described in clause (iii) of this Section 6.13(d), Purchaser shall, or shall cause the applicable Acquired Company for which the expatriate provided services immediately prior to the applicable Closing Date to, reimburse Sellers for such amounts.
(e) It is understood and agreed that all provisions contained in this Agreement with respect to employee benefit plans or employee compensation are included for the sole benefit of the respective parties hereto and do not and shall not create any right in any other Person, including any participant in any Employee Benefit Plan or any other employee benefit or compensation plan or any beneficiary thereof or any employee or former employee of any Initial Acquired Company or Subsequent Acquired Company, if any.