EMEA Employees Remaining Employed by the EMEA Sellers Sample Clauses

EMEA Employees Remaining Employed by the EMEA Sellers. If it is found or alleged that any of the EMEA Employees remains an employee of the EMEA Seller after the Closing Date because the Transfer Regulations are not applicable for any reasons to such EMEA Employee: A. The relevant EMEA Seller shall notify the relevant Buyer of that finding or allegation as soon as reasonably practicable after becoming aware of it; B. In consultation with the relevant EMEA Seller, the relevant Buyer shall within seven (7) days of becoming aware of the finding or allegation make that person a written offer of employment to commence immediately on the same terms and conditions as the relevant Buyer would be obliged to provide to that person if his employment had transferred pursuant to the Transfer Regulations and under which the relevant Buyer agrees to recognize that person's period of service with the relevant EMEA Seller, and the relevant EMEA Seller shall give all reasonable assistance requested by the relevant Buyer to persuade that person to accept the offer; C. If the offer of employment made by the relevant Buyer is accepted by that person, the relevant EMEA Seller agrees to permit that person to leave the relevant EMEA Seller's employment without having worked his full notice period, if that person or the relevant Buyer so requests; D. The relevant EMEA Seller may within twenty-eight (28) days after becoming aware of that allegation or finding, if that person is still or still claims to be an employee of the relevant EMEA Seller and has not accepted an offer of employment with the relevant Buyer, dismiss that person with the earliest possible effect in accordance with applicable law; and E. The relevant Buyer shall indemnify and keep indemnified the relevant EMEA Seller against all costs, claims, liabilities and expenses (including reasonable legal expenses) which the relevant EMEA Seller may suffer or incur in respect of that dismissal provided that the relevant EMEA Seller takes all reasonable steps to minimize such costs, claims, liabilities and expenses (including, for the avoidance of doubt, by following the statutory dispute resolution procedures where applicable).
Sample 1
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Related to EMEA Employees Remaining Employed by the EMEA Sellers

  • 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.

  • Project Employment A. Permanent project employees have layoff rights. Options will be determined using the procedure outlined in Sections 35.9 and 35.10, above. B. Permanent status employees who left regular classified positions to accept project employment without a break in service have layoff rights within the Employer in which they held permanent status to the job classification they held immediately prior to accepting project employment.

  • TERMINATION OF EMPLOYMENT CONTRACT This employment contract may be terminated by: A. Mutual agreement of the parties. B. The Facilities Manager may terminate this employment contract upon sixty (60) days written notice to the Board or the Superintendent, as the case may be.

  • Regular Part-Time Employees A regular part-time employee is one who works less than full-time on a regularly scheduled basis. Regular part-time employees accumulate seniority on an hourly basis and are entitled to all benefits outlined in this Collective Agreement. Regular part-time employees shall receive the same perquisites, on a proportionate basis, as granted regular full-time employees.

  • Regular Part-Time Employee A regular part-time employee is an employee hired to fill a posted part-time position and is regularly pre-scheduled to work.

  • Rehired Employees Amounts forfeited upon termination of employment because of the failure to meet the applicable vesting requirements shall not be reinstated or re-credited if an individual is subsequently rehired or re-employed by the School Corporation. However, if the board shall have approved a leave of absence of not more than one (1) fiscal year for an employee, such period of leave shall not result in forfeiture provided the employee shall promptly return to employment following the expiration of the period of leave.

  • Termination of Employee Plans The Company shall have provided Parent with evidence, reasonably satisfactory to Parent, as to the termination of the benefit plans referred to in Section 5.12.

  • 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.

  • Public Employees Retirement System “PERS”) Members.

  • Affected Employees 6.8(a) Affiliate............................................................................... 5.1(a)(iii) Agreement...............................................................................

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