Employees Sample Clauses

Employees. (a) The Sellers shall terminate the employment of each of the Business Employees set forth on Schedule 9.2(a) (the “Rehired Employees”) as of the end of business on the Closing Date. The Buyer shall have, prior to the Closing Date, offered employment to each of the Rehired Employees, to commence immediately upon such Rehired Employee’s termination by the Sellers, at the base compensation at which such person was employed by the Sellers and with benefits offered by Buyer Parent to its employees, subject to modification given the anticipated short term nature of the employment of certain of the Rehired Employees. The Sellers agree to pay all amounts due to the Rehired Employees upon their termination by the Seller to which they may be entitled upon termination by the Sellers under Sellers’ benefit plans. (b) Each of the Business Employees of the Sellers who are not Rehired Employees (the “WARN Employees”) shall be retained by the Sellers for the applicable notice period under WARN (the “WARN Notice Period”). Subject to the provisions of Section 9.3, the WARN Employees shall be available to the Buyer at any time during the WARN Notice Period upon at least two (2) days notice to the Sellers in connection with the operation of the Business after the Closing Date. No WARN Employee shall be required by the Buyer to perform duties or assume responsibilities inconsistent with the duties and responsibilities of such WARN Employee prior to the Closing Date. Notwithstanding the foregoing, no Seller shall be responsible for any failure by any WARN Employee to report to work as may be requested by the Buyer or otherwise to perform responsibilities as requested by the Buyer. (c) Nothing in this Section 9.2 shall be deemed to make any employee of the Sellers a third party beneficiary of any term or provision of this Agreement. (d) The Sellers hereby consent to the hiring of any such employees by Buyer and waives, with respect to the employment by Buyer of such employees, any claims or rights any Seller may have against Buyer or any such employee under any non-competition, confidentiality or employment agreement.

Employees. (a) Subject to compliance with applicable Law and in accordance with the provisions of this Section 1.07, Purchaser shall make offers of employment to be effective as of the Closing Date to each Business Employee. Each offer of employment to such a Business Employee shall be consistent with the pertinent provisions of Section 6.06. (b) Subject to the terms of any relevant CBA, any Business Employee accepting an offer of employment who is not actively at work on the Closing Date by reason of (i) long-term disability leave or (ii) short-term disability or other authorized leave of absence if such short-term disability or authorized leave is expected to extend more than thirty days beyond the Closing Date (each of clause (i) and clause (ii), “Extended Leave”) shall be eligible to become an employee of Purchaser only if such Business Employee returns from such Extended Leave within six months following the Closing Date or thereafter if there is a legal obligation on the part of Seller or Purchaser to employ such Business Employee upon his or her return from any such Extended Leave, in which case such Business Employee shall be eligible to commence employment with Purchaser as of the date the Business Employee returns from such Extended Leave, rather than the Closing Date, and Seller shall retain financial responsibility (x) for each such Business Employee on such an Extended Leave at the Closing Date until the date such employee becomes an employee of Purchaser in accordance with the foregoing provisions of this Section 1.07(b) and (y) for long-term disability coverage, in accordance with the methodology set forth in Section 1.07(b) of the Seller Disclosure Letter, for each Business Employee who (A) becomes a Transferred Employee as of the Closing Date but is on short-term disability leave at such time, (B) seeks long-term disability coverage and (C) has not reported to work with Buyer prior to seeking long-term disability coverage. (c) If any Transferred Employee requires a work permit or employment pass or other approval for his or her employment to continue with Purchaser following the Closing, Purchaser and Seller shall use commercially reasonable efforts to ensure that any necessary applications are promptly made and to secure the necessary permit, pass or other approval. Purchaser and Seller shall comply with all applicable Laws relating to notification of works councils, unions and relevant governmental bodies and negotiations with works councils and/or...

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. (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. 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) Seller shall terminate, effective as of the Closing Date, the employment of all employees listed on Schedule 3.19(a) “Seller’s Employees,” and shall pay to Seller’s Employees all wages, salaries, commissions (if any) and bonuses which are due to them, including, without limitation, all unused Paid Time Off as defined under Seller’s policies accrued up to the Closing Date. Xxxxxxxxx agrees to make an offer of employment to each of Seller’s Employees on or before the Closing Date; provided, however, that any offer of employment to, and any employment by Purchaser or any of its Affiliates of, a Seller’s Employee are subject to all of Purchaser’s and its Affiliates’, as applicable, standard employment requirements. Each offer of employment to a Seller’s Employee shall include base pay no less than the base pay payable to such Seller’s Employee as set forth on Schedule 3.19(a), and such employment shall have a principal place of work that is at the Facility. Each of Seller’s Employees who accepts such offer of employment, commences employment with Purchaser and satisfactorily completes all of Purchaser’s standard employment requirements shall be hereinafter referred to as a “Transferred Employee.” Unless otherwise agreed between Purchaser and a Transferred Employee, offers of employment shall be on an at-will basis. (b) Purchaser shall (i) provide each Transferred Employee, for the one-year period ending on the first anniversary of the Closing Date, a rate of base pay that is no less than the rate of base pay set forth on Schedule 3.19(a) with respect to such Transferred Employee and (ii) provide such Transferred Employees (as a group) during their employment with Purchaser with employee benefit plans, programs and policies (other than equity-based plans, programs or policies) that are substantially similar in the aggregate to those employee benefit plans, programs and policies that are maintained by Purchaser or its Affiliates from time to time for the benefit of similarly situated employees of Purchaser or its Affiliates (any such employee benefit plans, programs or policies of Purchaser or its Affiliates in which Transferred Employees become eligible to participate after the Closing Date shall be referred to hereinafter as, the “Purchaser Plans”). Notwithstanding the foregoing, Purchaser shall not be required to provide the Transferred Employees with any benefits under any defined benefit pension plan or retiree medical plan of Purchaser that is frozen a...

Employees. (a) The employment of all employees of Seller employed in connection with the Acquired Assets will be terminated by Seller as of the Closing Date. It is Purchaser’s intention and Purchaser may, but shall be under no obligation to, offer employment to any or all eligible employees of Seller employed in connection with the Acquired Assets. If Purchaser offers employment to such employees, the salary offered (including any bonus) will be no less favorable than the current salary paid to such employees on the date immediately preceding the Closing Date and with benefits no less favorable in any material respects than the benefits provided by Purchaser to its own similarly situated employees (the “Employment Offer”). Purchaser shall not assume any of Seller’s employment Liabilities that have accrued on or before the Closing Date, including without limitation unpaid FICA, FUTA, unemployment Tax, pension or profit-sharing plan contributions, employee fringe benefits, Liabilities under the WARN Act, severance benefits, bonuses, vacation time or pay or incentive programs of any type, nor shall Purchaser acquire any interest in or obligation under any pension, profit sharing, retirement or other plan of Seller. Seller shall retain all severance obligations, if any, to its employees. Seller shall retain all Liabilities relating to any Employee Benefit Plan. (b) Seller or Seller’s ERISA Affiliate shall maintain a Health Plan after the Closing Date and provide continuation of health coverage pursuant to COBRA for all M&A Qualified Beneficiaries. “M&A Qualified Beneficiaries” means each individual who is a “qualified beneficiary” whose “qualifying event” occurred prior to or in connection with the sale of the Acquired Assets and who is, or whose qualifying event occurred in connection with, a covered employee whose last employment prior to the qualifying event was associated with the Acquired Assets being sold. (The terms within quotes are as defined in COBRA and its related regulations). On the Closing Date, all Business Employees and Key Business Employees hired by Purchaser shall become employees of Purchaser and not of Seller.

Employees. (a) The Company has no employment contract or material consulting agreement currently in effect that is not terminable at will without penalty or payment of compensation by the Company. (b) The Company (i) has never been nor is it now subject to a union organizing effort, (ii) is not subject to any collective bargaining agreement with respect to any of its employees, (iii) is not subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, and (iv) has never been nor is it now party to any material labor dispute or claim of unfair labor practices. Neither the Company nor any Company Shareholder has any knowledge of any facts indicating that the consummation of the transactions provided for herein will have a material adverse effect on its labor relations, and neither the Company nor any Company Shareholder has any knowledge that any of its key personnel intends to leave its employ. The Company has not made any recent changes with respect to the management, supervisory, development or key personnel of the Company. (c) SCHEDULE 4.17(C) contains a list of all pension, retirement, disability, medical, dental or other health plans, life insurance or other death benefit plans, profit sharing, deferred compensation agreements, stock, option, bonus or other incentive plans, severance or separation plans or other similar employee benefits plans, practices, policies or arrangements sponsored by the Company for the benefit of any employee, former employee or retired employee (the "EMPLOYEE PLANS"), including without limitation all "employee benefit plans" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Except as set forth in SCHEDULE 4.17(C), the Company does not now, nor has it ever, maintained, participated in, or contributed to, any Employee Plan which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA, Section 412 of the Code, and neither the Company nor an ERISA Affiliate (as defined herein) make or have made contributions to any multiemployer plan as defined in Section 3(37) of ERISA during the last six years. "ERISA Affiliate" as used in this Section 4.17(c) shall mean any other person or entity under common control with the Company within the meaning of Section 414(b), (c), (m) or (o) of the Code and the regulations thereunder. Except as set forth in SCHEDULE 4.17(C), the Company has delivered to Parent true and com...

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. 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.