Employees Sample Clauses
Employees. (a) Seller will terminate the employment of all the employees performing services relating to the Business at the Closing Date. Seller shall be solely responsible for, and shall pay to all employees, all benefits, accrued vacation or sick leave, and the like upon such termination. Seller shall be jointly and severally responsible for, and indemnify and hold Petro and the Petro Indemnitees harmless from, all Damages resulting from, relating to, or arising out of (1) such terminations of employment and (2) employees’ employment contracts, collective bargaining agreements, pension and other employee plans and agreements, and employee benefits, including administrative and other costs of plan termination.
(b) Seller will permit Petro to offer employment to some or all of the employees prior to or on the Closing Date, and Petro will inform Seller of the names of any employees who are offered employment and of any employees whom it employs. Petro agrees that it will not contact any of Seller’s employees until five (5) days after the end of the Feasibility Period, unless Seller grants earlier access to its employers by written notice to Petro. Petro shall have full and absolute discretion in determining the terms, conditions and benefits relating to such employment.
(c) Petro shall have the right but not the obligation to offer employment to any of Seller’s employees and Seller agrees to use its best efforts to assist Petro in connection with the hiring of any employee of Seller desired by Petro. Notwithstanding the foregoing, Petro represents to Seller that it is Petro’s intention to employ over 67% of the employees of Seller subsequent to the Closing and that Petro will not terminate the employment of fifty (50) or more of Seller’s employees (except for individual good cause) during the period beginning with the Closing Date and ending thirty (30) days thereafter. In no event will the number of Seller’s employees not extended offers of employment by Petro be sufficient to render the termination of the Seller’s employees as of the Closing, a “mass layoff” or “plant Closing” within the meaning of the Worker Adjustment and Retraining Notification Act. In reliance upon the foregoing representations of Petro, Seller will refrain from providing any sixty (60) day notice to Seller’s employees and other state and local offices of a possible “plant closing” or “mass layoff” as such terms are defined under the Worker Adjustment and Retraining Notification Act (“WARN”) (2...
Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Compa...
Employees. Hersha Owner shall (or shall cause Hersha Lessee to) terminate (i) the Management Agreement and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewith.
Employees. (a) Subject in each case to all applicable Laws and the provisions of any Bargaining Agreement, effective no later than immediately prior to the Closing, (i) Parent shall cause all Business Employees to be employed by a Business Entity and (ii) Buyer or a Business Entity as designated by Buyer shall assume all obligations of Parent under each individual retention and severance agreement listed in Schedule 1.01(d) on the Closing.
(b) For the one-year period following the Closing Date or such longer period as may be required by applicable Law or Contract, the Business Entities shall provide the Business Employees with (i) compensation, including base salary, that is at least equal to the compensation, including base salary, that is in effect for Business Employees immediately prior to the Closing and (ii) benefits that are substantially comparable in the aggregate to the compensation and benefits provided to such Business Employees immediately prior to Closing; provided, that for purposes of determining comparability, any retention bonuses and de minimis fringe benefits shall be disregarded, and provided further that comparable compensation and benefits for these purposes shall not include any equity compensation plans, programs or opportunities.
(c) Buyer and its Subsidiaries shall (i) give each Business Employee credit for such Business Employee’s service with Parent and its Subsidiaries under each employee benefit plan and personnel policy of Buyer or its Subsidiaries that covers such Business Employee after the Closing Date (including any vacation, sick leave and severance policies) for purposes of eligibility and vesting, (ii) use commercially reasonable best efforts to allow such Business Employee to participate in each plan of Buyer providing welfare benefits (including medical, dental, vision, life insurance, short-term and long-term disability insurance) without regard to preexisting-condition limitations, waiting periods, evidence of insurability or other exclusions or limitations not imposed on such Business Employee by the corresponding Employee Plans which such Business Employees participated in immediately prior to Closing (collectively, the “Applicable Plans”), and (iii) use commercially reasonable best efforts to credit such Business Employee with any expenses that were covered by the Applicable Plans immediately prior to the Closing Date for purposes of determining deductibles, co-pays and other applicable limits under any similar replacemen...
Employees. (a) Except as set forth on Section 4.20(a) of the DV Disclosure Letter, (i) no DV Entity has experienced any, nor to DV’s Knowledge has there been any threatened, strike, work stoppage, unfair labor practice charge, labor grievance, labor arbitration, lockout, slowdown, picketing, hand billing or other material labor or industrial relations dispute, in each case since the Look-back Date and (ii) since the Look-back Date, DV Entities have been in material compliance with all, and there are no pending or threatened claims or proceedings against any DV Entity under any, applicable Laws respecting labor and employment, including Laws, statutes rules and regulations respecting, if applicable, terms and conditions of employment of employees, prospective employees and former employees, employment practices, hiring practices, background checks (to the extent applicable), child labor, pay equity, wrongful or unfair discharge or dismissal, collective bargaining and labor relations, fair labor standards, reasonable accommodations, workers’ compensation, document retention, notice, secondment, occupational safety and health requirements, wages and hours (including the classification of independent contractors), meal and rest breaks, withholding and remittance of Taxes, employment discrimination, harassment, retaliation, equal opportunity/employment equality, whistleblowing, disability rights or benefits, employee trainings and notices, employee leave issues, paid time off, COVID-19, plant closures, redundancies and layoffs (including, if applicable, any collective redundancy legislation), workers’ compensation, and unemployment insurance and related matters.
(i) The DV Entities have, since the Look-back Date, properly classified each of its Service Providers as “employees” or “independent contractors” and have properly reported all compensation paid to such persons for all purposes, and (ii) DV Entities have fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, redundancy payments, fees, and other compensation that have come due and payable to their current or former employees and independent contractors under applicable Law, Contract or company policy.
(c) Each DV Entity is, and has at all times since the Look-back Date been, in compliance in all material respects with, and has not materially violated the terms and provisions of, any applicable immigration legislation in any jurisdiction. All current and f...
Employees. 20.1 The Supplier agrees that it will not, without the prior written consent of the British Council, whether directly or indirectly, and whether alone or in conjunction with, or on behalf of, any other person during the Term or for a period of six (6) months following termination, solicit or entice, or endeavour to solicit or entice away from the British Council any person employed by the British Council and involved directly in the receipt or use of the Services.
Employees. (a) Section 4.16(a) of the LaSalle Disclosure Letter lists, as of the date hereof, all employment contracts and similar arrangements between LaSalle Holdings or any of its Subsidiaries and their respective executive officers and all plans and arrangements pursuant to which LaSalle Holdings or any of its Subsidiaries is obligated to make any payment or confer any material benefit upon any officer, director, employee or agent of LaSalle Holdings or any of its Subsidiaries as a result of or in connection with any of the transactions contemplated by this Agreement or any transaction or transactions resulting in a change of control of LaSalle Holdings or any of its Subsidiaries (including as a result of a termination of employment in connection with any of such events). Except as described in Section 4.16(a) of the LaSalle Disclosure Letter and except as would not reasonably be expected to have a Material Adverse Effect on LaSalle Holdings, (i) LaSalle Holdings and its Subsidiaries have complied with all laws relating to the employment of labor, including provisions thereof relating to wages, hours, equal opportunity and collective bargaining, (ii) no labor dispute with employees of LaSalle Holdings or any of its Subsidiaries exists or, to the knowledge of LaSalle Holdings, is threatened, (iii) each Employee Benefit Plan maintained by LaSalle Holdings or any of its Subsidiaries (each a "LaSalle Employee Benefit Plan") conforms to, and its administration is in conformity with, all applicable laws, no liability has been or is expected to be incurred by LaSalle Holdings or any of its Subsidiaries with respect to any LaSalle Employee Benefit Plan, except as expressly provided by such plan, (iv) no LaSalle Employee Benefit Plan is subject to ERISA, (v) LaSalle Holdings has made available to Trenwick a true and correct copy of each of the LaSalle Employee Benefit Plans and all applicable trust agreements and all contracts relating thereto or to the funding thereof, (vi) all LaSalle Employee Benefit Plans intended to satisfy applicable Tax qualification requirements, or other requirements necessary to secure favorable Tax or other legal treatment, comply in all material respects with such requirements and (vii) adequate accruals for all obligations under the LaSalle Employee Benefit Plans are reflected in the LaSalle Financial Statements. Except as described in Section 4.16(a) of the LaSalle Disclosure Letter, no agreement, contract or arrangement to which LaSalle Hol...
Employees. Other than pursuant to ordinary arrangements of employment compensation, Parent is not under any obligation or liability to any officer, director, employee or Affiliate of Parent.
Employees. (a) Schedule 2.20(a) sets forth a correct and complete list, as of the date of this Agreement, of the name of each employee of MAMP and any MAMP Subsidiary (each, a “MAMP Employee”), including such MAMP Employee’s name, job title, job location and status as exempt or nonexempt. Neither MAMP nor any MAMP Subsidiary is delinquent in any material respects in any payment of wages, salaries, commissions, bonuses or other compensation to any MAMP Employee, and all applicable withholdings have been timely made. All MAMP Employees are employed on an at-will basis, which means their employment can be terminated at any time, with or without notice, for any reason or no reason at all, and no MAMP Employee has been granted the right to continued employment by MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is, and has not been, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council, or labor organization and there has not been any such labor organization representing or purporting to represent any MAMP employee. To the Knowledge of MAMP, no union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining.
(b) Schedule 2.20(b) identifies any employment, severance, brokerage commissions or other real estate commissions, change in control, retention, termination, non-competition, non-solicitation agreement, independent contractor and any other similar employment or service agreements, arrangements or policies with any Service Provider (“MAMP Service Agreement”) (including, in any case, any related incentive Contract) to which MAMP or any MAMP Subsidiary is a party or is bound. MAMP has provided to the Company true, correct and complete copies of each such Contract, agreement, arrangement or policy.
(c) Schedule 2.20(c) (i) sets forth as of the date of this Agreement a list of Persons who are (A) “leased employees” within the meaning of Section 414(n) of the Code, or (B) “independent contractors” within the meaning of the Code and the rules and regulations promulgated thereunder. All “independent contractors” of MAMP and any MAMP Subsidiary within the meaning of the Code may be terminated by MAMP or any MAMP Subsidiary with no more than thirty (30) days prior notice for any reason with no liability to MAMP or any MAMP Subsidiary.
(d) MAMP and all MAMP Subsidiaries are in compliance in all material respects with all applicable Laws regarding ...
Employees. It shall not have any employees (other than officers and directors to the extent they are employees).