Division Employees Sample Clauses

Division Employees. EXHIBIT L attached hereto contains a current list of each Division Employee and each Division Contractor. Within not more than ten (10) days and not less than three (3) days prior to the Closing Date, Seller will update the list of Division Employees and Division Contractors on EXHIBIT L to include and identify those Division Employees and Division Contractors as of such date.
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Division Employees. 10.12 (a) Draft Computation........................................ 2.3 (a) Employee Pension Plans................................... 6.16 (b) Employee Welfare Plans................................... 6.16 (a) Excess Collections....................................... 2.4 (b) Financial Statements..................................... 6.5 (a) Firm..................................................... 2.3 (a) Holdback................................................. 2.1 (e) Indemnification Claim Notice............................. 8.4 (a) Indemnified Party........................................ 8.4 (a) Indemnifying Party....................................... 8.4 (a) Latest Balance Sheet..................................... 6.5 (a) Leased Real Property..................................... 6.17 (b) Leases................................................... 6.17 (b) Multiemployer Plan....................................... 6.16 (c) Noncompetition Period.................................... 10.9 (a) Objection Notice......................................... 2.3 (a)
Sample 1
Division Employees. The Division is not a party to or bound by any collective bargaining agreement, nor has the Division experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes. To the Knowledge of the Seller, the Division has not committed any material unfair labor practice. To the Knowledge of the Seller, there is no organizational effort presently being made or threatened by or on behalf of any labor union with respect to the Division Employees. To the Knowledge of the Seller, the Seller is in material compliance with all applicable provisions of the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, and the Family Medical Leave Act with respect to Division Employees.
Sample 1
Division Employees. (a) All of the Division’s employees (a list of which was previously provided to Buyer by Seller) who, in Buyer’s sole discretion, are considered for employment with Buyer will be subject to routine employment screening as applicable to all Buyer new hires and in accordance with all applicable regulatory requirements and subject to all rules and requirements pertaining to Buyer’s employees. Seller’s employees who become employees of Buyer in connection with the Acquisition (the “Transferred Employees”) shall be entitled to participate on the same terms and conditions as similarly situated Buyer employees in those benefit and incentive plans (including stock option plans) provided by Buyer or its Affiliates, as applicable to their respective employees, with credit for prior service with Seller for purposes of eligibility, vesting, benefit accrual and benefit determination under such plans provided by Buyer or its Affiliates. A Transferred Employee’s eligibility for participation in Buyer’s welfare benefit plans (i.e., medical plan, dental plan, vision plan, group life plans, group disability plans, Employee Stock Purchase Plan, and the 401(k) Plan) will be based on that individual’s prior service with the Seller or Shareholder permitting some Transferred Employees to move directly into Buyer’s employee welfare plans in which they elect to participate. With the exception of group health, prescription drug and dental plans, Buyer shall cause each Transferred Employee and his or her eligible dependents to be covered under welfare benefit plans maintained by Buyer or its Affiliates that provide benefits to the Transferred Employees and such eligible dependents effective immediately upon the Closing Date, subject to the Transferred Employee’s prior service length and any benefit plans’ eligibility waiting periods. Severance costs related to the termination of any employees terminated by Seller and not hired by Buyer shall be paid by the Seller.
Sample 1
Division Employees. 55 SECTION 5.7. No Solicitation or Negotiation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 SECTION 5.8. Use of Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 SECTION 5.9. Non-Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 SECTION 5.10. Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 SECTION 5.13. This Section intentionally left blank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 SECTION 5.14. Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 SECTION 5.15. Sewage Facility Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 SECTION 5.16. Deed Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 SECTION 5.17. Receivables, Inventory and Encumbrances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 SECTION 5.18.
Sample 1
Division Employees. (a) Immediately following the Closing Date, Purchaser will offer to employ those persons who are employed full-time by the Seller in the Business on the Closing Date on terms and conditions substantially identical to those in effect on the Closing Date including, but not limited to, medical insurance coverage comparable to the coverage in effect for such persons on the Closing Date. Notwithstanding anything herein to the contrary, Purchaser shall not in any way be or become liable or obligated to any such Division Employees under any Employee Plan of Seller, except the management bonus program of Seller to the extent the related liability is accrued on the Closing Balance Sheet.
Sample 1

Related to Division Employees

  • Transferred Employees Harpoon’s employment of the Transferred Employees shall terminate at 11:59 p.m. Pacific Time on the Series B Closing Date. Prior to or in conjunction with the Series B Closing, Maverick shall in good faith offer employment to the Transferred Employees, pursuant to terms of written offer letters, with such employment to commence on the first Business Day immediately following the Series B Closing Date. In the event that any such Transferred Employee accepts Maverick’s offer of employment either before or after the Series B Closing, Maverick shall be responsible for all Liabilities (including salaries and benefits, including the maintenance of appropriate levels of workers’ compensation insurance) arising out of any such employment from and after the initial date of the Transferred Employee’s employment with Maverick. Harpoon shall be responsible for providing notice and health continuation coverage under COBRA to any Transferred Employee (and his/her qualified beneficiaries) who experiences a qualifying event after the Series B Closing Date. With respect to all confidentiality and invention assignment provisions applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing, Harpoon shall enforce such provisions on behalf of Maverick, at Maverick’s request and expense, to the extent that Maverick cannot enforce such Contracts directly. Effective upon the Series B Closing, Harpoon hereby waives (x) any non-competition or similar provisions and (y) any confidentiality provisions, to the extent restricting disclosure or use of the Transferred Intellectual Property or use of the license set forth in Section 2.2(a), in each case ((x) and (y)) applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing.

  • Other Employees Except as may be required in the performance of Employee’s duties hereunder, Employee shall not cause or induce, or attempt to cause or induce, any person now or hereafter employed by the Company or any of its affiliates to terminate such employment. This obligation shall remain in effect while Employee is employed by the Company and for a period of one (1) year thereafter.

  • Former Employees Newco shall have no Liability with respect to (1) Former Employees or (2) as provided in the Transaction Agreement, former employees of JBG or its Affiliates who had a termination event on or prior to the Closing, in each case, regardless of when such Liability arises. Vornado shall retain Liability, if any, with respect to Former

  • Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.

  • Savings Plans Employee shall be entitled to participate in Employer’s 401(k) plan, or other retirement or savings plans as are made available to Employer’s other executives and officers and on the same terms which are available to Employer’s other executives and officers.

  • Savings and Retirement Plans During the Employment Period, the Executive shall be entitled to participate in all other savings and retirement plans, practices, policies and programs, in each case on terms and conditions no less favorable than the terms and conditions generally applicable to the Company’s other executive employees.

  • Business Employees Immediately after the date of this Agreement, Buyer shall offer employment to each Business Employee set forth on Schedule 6.6(a). Buyer shall reimburse Seller for severance obligations (if any) arising as a result of the rejection of Buyer’s offer of employment by any Business Employee. Buyer shall cause each offer of employment to a Business Employee pursuant to this Section 6.6(a) to provide for (i) an annual salary or hourly wage rate (as applicable), (ii) annual and long-term bonus and incentive compensation opportunities (other than incentive compensation opportunities related to the transactions contemplated by this Agreement), and (iii) employee benefit plans, programs and arrangements (collectively “Employment Terms”) that are substantially comparable, in the aggregate, to those provided to Buyer’s employees in similar positions. In addition, Buyer may offer employment to the Business Employees set forth on Schedule 6.6(b), on terms to be mutually agreed upon, at the Buyer’s sole discretion. Buyer shall reimburse Seller for severance obligations (as set forth on Schedule 6.6(c)), actually paid by Sellers or Parent, arising as a result of the rejection of Buyer’s offer of employment by any Business Employee or arising as a result of Buyer’s failure to offer employment to any Business Employee if such Business Employee is terminated by Seller within thirty (30) days of the Closing Date. Any Business Employee who accepts Buyer’s offer of employment pursuant to this Agreement shall be a “Transferred Employee.” Nothing herein shall restrict the right of Buyer or a Subsidiary of Buyer to terminate the employment of any Transferred Employee after the Closing Date. Any reimbursement of severance obligations by Buyer to Seller, as set forth above, shall occur within ten (10) days of a reimbursement request from Seller.

  • Incentive, Savings and Retirement Plans During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

  • Certain Employees (a) Each of the following is included in the list of agreements set forth in the Disclosure Schedule: all collective bargaining agreements, employment and consulting agreements, bonus plans, deferred compensation plans, employee pension plans or retirement plans, employee profit-sharing plans, employee stock purchase and stock option plans, hospitalization insurance, and other plans and arrangements providing for employee benefits of employees of the Seller.

  • Savings Plan Executive will be eligible to enroll and participate, and be immediately vested in, all Company savings and retirement plans, including any 401(k) plans, as are available from time to time to other key executive employees.

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