Buyer Employees. Buyer shall make offers of employment to Seller's employees of the Business listed on Schedule 10.1 immediately following the Closing (the "Buyer Employees"). Immediately prior to Closing, Seller shall terminate the employment of all of the Buyer Employees as of the Closing Date and Seller shall pay all obligations with respect to such Buyer Employees and fulfill all obligations and applicable employee benefit plans (including severance, wages, commissions, accrued vacation and other benefits) in respect of periods prior to the Closing.
Buyer Employees. Not later than five (5) Business Days prior to the Closing Date, (a) Buyer shall set initial terms and conditions of employment, including wages, benefits, job duties and responsibilities and work assignment, and (b) shall determine to which Employees to offer employment, in its sole discretion, and shall provide Sellers with a list of such Employees as well as a template written offer letter of employment to such Employees. Only Employees who are offered and accept such offers of employment with Buyer based on the initial terms and conditions set by Xxxxx and then actually commence employment with Buyer will become “Buyer Employees” after the Closing. Sellers shall terminate, or shall cause to be terminated, the employment of all Employees employed in connection with the operation of the Business on the Closing Date. Nothing in this Section 9.3, expressed or implied, shall confer upon any of the Employees any right to employment or continued employment for any specified period, of any nature or kind whatsoever under or by reason of this Agreement. Except as described in the remaining sentences of this Section 9.3.1, the employment of each such Buyer Employee with Xxxxx will commence immediately upon the Closing and be effective as of the day following the Closing Date. In the case of any individual who is offered employment by Xxxxx and accepts such offer, but who is absent from active employment and receiving short-term disability or workers’ compensation benefits, the employment of such individual with Xxxxx would commence upon his or her return to active work, and such individual would become a Buyer employee as of such date. Buyer shall not be obligated to provide any severance, separation pay, or other payments, rights or benefits, including any key employee retention payments, to any Employee on account of any termination of such Employee’s employment on or before the Closing, and such payments, rights and/or benefits (if any) shall remain obligations of the Sellers. Except as prohibited by applicable Law, at least seven (7) Business Days prior to the Closing Date, Sellers shall provide to Buyer all information reasonably necessary to permit Buyer to perform its obligations under this Section 9.3, and shall provide such additional information as may be reasonably requested by Buyer following the Closing. The provisions of this Section 9.3 shall not (i) be deemed to constitute the adoption, amendment or modification of any employee benefit plan, incl...
Buyer Employees. (i) The Buyer and its Subsidiaries are in material compliance with all terms and conditions of employment and all applicable Laws respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and work safety and health.
(ii) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have been either paid or are accurately reflected in all material respects in the books and records of the Buyer and its Subsidiaries.
(iii) Other than as disclosed in Section 4.01(ff) of the Buyer Disclosure Letter, there are no material Buyer Employee related claims, complaints, investigations or orders under all applicable Laws that could reasonably be expected to have a Buyer Material Adverse Effect respecting employment now pending or, to the knowledge of the Buyer, threatened against the Buyer and its Subsidiaries by or before any Governmental Entity as of the date of this Agreement.
(iv) Other than as disclosed in Section 4.01(ff) of the Buyer Disclosure Letter, no Buyer Employee has any agreement as to length of notice or severance payment required to terminate his or her employment other than such as results from applicable Law from the employment of an employee without an agreement as to notice or severance.
(v) Other than as disclosed in Section 4.01(ff) of the Buyer Disclosure Letter, neither the Buyer nor any Subsidiary is party to any collective bargaining agreement, contract or legally binding commitment to any trade unions or employee organization or group or to any Employee Plans, and there are no threatened or apparent union organizing activities involving employees of the Buyer or any of its Subsidiaries, nor is the Buyer or any of its Subsidiaries currently negotiating any collective bargaining agreements or any Employee Plans.
(vi) There are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Buyer Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Buyer or any of its Subsidiaries.
(vii) There are no material outstanding assessments, penalties, fines, liens, charges, surcharges or other amounts due or owing pursuant to any workplace safety, workers compensation or insurance legislation and neither the Buyer nor any Subs...
Buyer Employees. Buyer agrees that each employee of Seller who is terminated by Seller pursuant to Section 4.06 and is hired by Buyer or the Company on the Closing Date will:
(i) be credited for benefit program purposes with the same number of years of service as such employee had with Seller as of the Closing Date; and
(ii) be provided the health care benefits, without regard to any applicable waiting period, then currently available to similarly situated employees of Buyer. Buyer also agrees that it shall indemnify Seller with respect to any losses Seller may incur attributable to a post-Closing termination by Buyer of any such employee of Seller so hired by Buyer or the Company on or after the Closing Date.
Buyer Employees. The term “
Buyer Employees. All Liabilities with respect to Buyer Employees, including under the WARN Act, relating to any act or omission of Buyer occurring after the Closing Date, except as excluded under Section 2.4(i);
Buyer Employees. None
Section 5.1 Company Conduct of Business ---------------------------
1. Execution of Participating Interest Agreement
2. The Company will become incorporated under the laws of Barbados subsequent to the Closing.
Section 5.1 Buyer Conduct of Business -------------------------
Buyer Employees. Each of the Buyer Employees shall have delivered to the Israeli Buyer and the Seller written confirmation of receipt from the Seller of all sums due to the Buyer Employees from the Seller in respect of their employment with the Seller prior to the Closing and the termination thereof and waiving all claims against the Seller, Parent and the Buyers in respect of such period of employment and termination thereof, in form satisfactory to the Israeli Buyer.
Buyer Employees. At least seventy-five percent (75%) of the Buyer Employees shall have agreed in writing to work for Buyer after the Closing.
Buyer Employees. Buyer does not have and has never had any employees.
