|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
Employee." The Sellers shall reasonably cooperate with the Buyer in effecting the Transferred Employees' transfer of employment from the Sellers to the Buyer or an Affiliate of the Buyer as contemplated hereby. Each offer of employment made pursuant to this Section 5.4 shall be contingent upon the Closing and the issuance of the Sale Order.
(c) Through and after the Closing Date, each Seller shall comply with its WARN Act obligations, if any. To the extent that any actions taken by Seller pursuant to this Section 5.4 trigger WARN Act obligations with respect to Business Employees who do not become Transferred Employees, Sellers shall be wholly responsible for such obligations.
(d) As promptly as practicable (but no later than 30 days) after the date hereof, Buyer and Sellers shall cooperate in good faith to (i) identify which Employee Plans shall be the Assumed Plans, together with any funding arrangements relating thereto (including but not limited to all assets, trusts, insurance policies and administration service contracts related thereto) to the extent relating to Transferred Employees and (ii) to effect the transfer of such Assumed Plans and funding arrangements related thereto effective as of the Closing. As soon as practicable, but not more than ten (10) days, following identification of each Assumed Plan and prior to the Closing, Sellers shall provide the documentation described in the third sentence of Section 3.9(a) of this Agreement with respect to such Assumed Plan.
(e) The Buyer shall pay all unpaid wages and salaries, in respect of Transferred Employees, which are earned or accrued during the payroll period in which the Closing Date occurs.
(f) Subject to the Buyer's right to terminate any Transferred Employees in accordance with applicable Law, the Buyer shall provide, or shall cause one of its Affiliates to provide, for a period of one (1) year from and after the Closing Date, each Transferred Employee with (i) a base salary or wage rate, as applicable, that is equal to the base salary or wage rate provided to such Transferred Employees as of immediately prior to the Closing Date and (ii) other compensation and benefits (excluding any equity-based compensation, defined benefit pension benefits or retiree welfare benefits) substantially similar to the other compensation and benefits (excluding any equity-based compensation, defined benefit pension benefits or retiree welfare benefits) provided to such Transferred Employees as of immediately prior to the Closing Date.
(g) The Sellers and the Buyer may determine to seek Bankruptcy Court authorization to implement an employee incentive plan, in a mutually agreed upon form (which form shall be agreed by each of the Parties in their sole discretion) (the "Employee Incentive Plan").
(h) To the extent permitted by Law, all unused vacation and paid time off of the Transferred Employees accrued as of the Closing Date shall, effective as of the Closing Date or, if later, the date on which such Transferred Employee becomes an employee of the Buyer, be transferred to and assumed by the Buyer and the Buyer shall honor such accrued vacation on the same basis as under the Sellers' vacation policy as in effect immediately prior to the Closing.