Employees and Agents of Seller. Purchaser is under no legal obligation to employ any personnel presently employed by the Seller. Prior to the Closing Date, Purchaser may, but shall not be required to, offer employment to such persons currently employed by Seller as part of the Business as Purchaser in its sole discretion shall determine. Purchaser shall have the absolute right to establish all terms and conditions of employment, including wages, benefits and benefit plans, for any employees of the Seller to whom it chooses to make an offer of employment to be employed by Purchaser. Further, it is expressly agreed that Purchaser is not bound to assume, implement or continue any wages, terms and conditions of employment, benefits or benefit plans which may currently exist for any of the Seller’s employees. All such offers of employment shall be on the terms and conditions established by Purchaser and shall be contingent upon employment commencing with Purchaser only following the Closing Date. The Seller agrees not to discourage any individuals who are offered employment or an agency relationship with Purchaser from accepting such employment or agency relationship with Purchaser.
Employees and Agents of Seller. (a) No later than five (5) business days prior to the Closing, Purchaser shall make an offer of employment, effective as of the Closing Date, to the employees of the Other Business Segments listed on Schedule 8.10(a) (the “Assumed Employees”). Seller and Purchaser agree that these offers of employment are pursuant to and caused by a sale of all or a part of the assets of Seller within the meaning of Section 2.1(e) of the Cxxxx Inc. Severance Plan and Section 1.1 (e) of the Amendment to the Cxxxx Inc. Sxxxxxxxx Plan. Purchaser shall periodically update Schedule 8.10(a) after the execution of this Agreement through and including the Closing Date to reflect the hiring of any new employees to provide services for the Other Business Segments. All terms and conditions of employment, including wages, bonus opportunities, other benefits and benefit plans, shall be no less favorable than the terms and conditions of the Assumed Employees’ employment with Seller on the date of the Closing and shall include those employee benefit plans of Seller adopted by Purchaser pursuant to Section 8.15. Nothing in this Agreement express or implied confers upon any of the Assumed Employees any rights to remedies, including any right to employment or continued employment for any specified period, of any nature or kind whatsoever under or by reason of this Agreement.
(b) Except as set forth in Section 8.10(a) (Employees and Agents of Seller - offers), Purchaser is not bound to assume, implement or continue any wages, terms and conditions of employment, benefits or benefit plans which may currently exist for any of Seller’s employees. The terms of employment for any Assumed Employee shall be on the terms and conditions established by Purchaser and shall be contingent upon employment commencing with Purchaser only following the Closing Date.
(c) The Seller shall be responsible for the following accrued liabilities through the Closing Date for all Seller employees, including the Assumed Employees, and must send payments to such employees on the Closing Date: (i) paid time off, (ii) bonus, (iii) vacation and (iv) deferred compensation plans.
(d) Purchaser shall include all employees of Seller in the Transferred Plans through and including the end of the month in which the Closing occurs; provided, however, that Seller shall reimburse Purchaser for the cost of such benefits paid by Purchaser for employees other than the Assumed Employees.
Employees and Agents of Seller. (a) No later than five (5) business days prior to the Closing, Purchaser shall make an offer of employment, effective as of the Closing Date, to the employees of the Other Business Segments listed on Schedule 8.10(a) (the “Assumed Employees”). Seller and Purchaser agree that these offers of employment are pursuant to and caused by a sale of all or a part of the assets of Seller within the meaning of Section 2.1(e) of the Xxxxx Inc. Severance Plan and Section 1.1(e) of the Amendment to the Xxxxx Inc. Xxxxxxxxx Plan. Purchaser shall
Employees and Agents of Seller. (a) Effective as of the Closing Date, all employees of the Seller will be offered employment by CBI as of the Closing Date and those individuals that accept employment with CBI (the "Transferees") shall become employees of CBI, except that any employee of Seller who is absent from employment on the Closing Date due to a leave of absence shall not become an employee of CBI until he or she returns to active employment without restrictions or with only such restrictions as are required to be accommodated under applicable law. Except as expressly set forth in the Employment Agreement for Donaxx X. Xxxxxxxxx XXX shall have the absolute right to establish all terms and conditions of employment, including wages, benefits and benefit plans, for any Transferee. Further, it is expressly agreed that neither Purchaser is bound to assume, implement or continue any wages, terms and conditions of employment, benefits or benefit plans (except as set forth in Section 11.12(a)), which may currently exist for any of Seller's employees. All such offers of employment shall be on the terms and conditions established by CBI and shall be contingent upon employment commencing with CBI only following the Closing Date. Seller agrees not to discourage any individuals who are offered employment or an agency relationship with CBI from accepting such employment or agency relationship with CBI.
Employees and Agents of Seller. Purchasers are under no legal obligation to employ any personnel presently employed by Seller. Prior to the Closing Date, CBI may, but shall not be required to, offer employment to such persons currently employed by Seller as CBI in its sole discretion shall determine. CBI shall have the absolute right to establish all terms and conditions of employment, including wages, benefits and benefit plans, for any employees of Seller to whom it chooses to make an offer of employment to be employed by CBI. Further, it is expressly agreed that neither Purchaser is bound to assume, implement or continue any wages, terms and conditions of employment, benefits or benefit plans which may currently exist for any of Seller's employees. All such offers of employment shall be on the terms and conditions established by CBI and shall be contingent upon employment commencing with CBI only following the Closing Date. Seller agrees not to discourage any individuals who are offered employment or an agency relationship with CBI from accepting such employment or agency relationship with CBI.
Employees and Agents of Seller. Purchasers are under no legal obligation to employ any personnel presently employed by Seller. Prior to the Closing Date, Purchasers may, but shall not be required to, offer employment to such persons currently employed by Seller as Purchasers in their sole discretion shall determine. Purchasers shall have the absolute right to establish all terms and conditions of employment, including wages, benefits and benefit plans, for any employees of Seller to whom they choose to make an offer of employment to be employed by Purchasers. To the extent Purchasers hire Seller's employees, in determining the level of benefits provided such persons, all of the employees shall be credited with their years of service with the Seller when possible except when an existing benefit plan prohibits it under Purchasers' existing policies and programs. Further, it is expressly agreed that Purchasers are not bound to assume, implement or continue any wages, terms and conditions of employment, benefits or benefit plans which may currently exist for any of Seller's employees. All such offers of employment shall be on the terms and conditions established by Purchasers and shall be contingent upon employment commencing with Purchasers only following the Closing Date. Seller agrees not to discourage any individuals who are offered employment or an agency relationship with Purchasers from accepting such employment or agency relationship with Purchasers.
Employees and Agents of Seller. Except as provided in this Section 11.12, Purchaser is under no legal obligation to employ any personnel presently employed by Seller. Prior to the Closing Date, Purchaser may, but shall not be required to, offer employment to such persons currently employed by Seller as Purchaser in its sole discretion shall determine. Purchaser shall have the absolute right to establish all terms and conditions of employment, including wages, benefits and benefit plans, for any employees of Seller to whom it chooses to make an offer of employment to be employed by Purchaser. Further, it is expressly agreed that Purchaser is not bound to assume, implement or continue any wages, terms and conditions of employment, benefits or benefit plans which may currently exist for Seller's employees. All such offers of employment shall be on the terms and conditions established by Purchaser and shall be contingent upon employment commencing with Purchaser only following the Closing Date. Seller agrees not to discourage any individuals who are offered employment or an agency relationship with Purchaser from accepting such employment or agency relationship with Purchaser. Purchaser shall offer employment to a sufficient number of Seller's employees and take and refrain from taking such other actions as may be necessary to avoid subjecting Purchaser, Seller or Parent to any disclosure or announcement obligations or any other liability under the Worker's Adjustment and Retraining Notification Act, P.L. 100-379, 000 Xxxx. 000, as amended (the "WARN Act") with respect to employees of the Business. As of the date hereof, Purchaser does not contemplate any "plant closing" or "employee layoff," as such terms are used in the WARN Act, with respect to Purchaser or any former employees of Seller hired by Purchaser with respect to the Business. As of the date hereof Purchaser has offered employment to 65 employees of Seller at the Lenexa, Kansas facility and at least 10 employees of Seller at the Cincinnati, Ohio facility.
Employees and Agents of Seller. At the Closing, the Purchasers shall offer employment to each employee of the Seller with base salary and annual performance bonus arrangements at a level no less than as provided by Seller prior to the Closing. For the employees other than the principals of Seller, the employee benefits offered such employees shall be substantially similar on a benefit-by-benefit basis as those offered to other employees of similar position and tenure who are not officers of the Purchasers. Such employees who accept such offered employment are herein collectively referred to as the "Transferred Employees". The Purchasers shall afford to all Transferred Employees credit for all of their years of employment with the Seller in the determination of eligibility and vesting under the Seller's benefit programs if allowed by law or if allowed by the benefit program as currently in place, including vacation time based on employment through the Closing Date. With respect to Purchasers' benefit programs, the Purchasers agree to waive, to the extent permitted under each such respective program, for all Transferred Employees and their eligible dependents, any eligibility waiting periods and any pre-existing conditions and actively at work exclusions. The Purchasers shall be responsible for and hold Seller and the Shareholders harmless against, any severance payments or other obligations (including, without limitation, any liability for wrongful discharge) that may be due by reason of termination of employment of Transferred Employees by the Purchaser at any time after the Closing.
Employees and Agents of Seller. Purchaser is under no legal obligation to employ any personnel formerly employed by Seller. However, after the Closing Date, Purchaser may, but shall not be required to, offer employment to those Employees set forth on Annex A hereto and, except as provided in this Agreement and the Termination Agreement, each such individual shall have the right, but only to the extent necessary, to accept such employment without breaching any non-competition, non-solicitation or non-hire covenant or confidentiality obligations solely with respect to the Acquired Assets made by him or her in favor of Seller or its Affiliates or incurring any obligation to Seller or its Affiliates (the “Eligible Employees”), who shall be third party beneficiaries of this Section 11.11); provided, however, that Purchaser shall require, or cause any New Firm to require, that a condition to any Eligible Employee’s acceptance of an offer of employment by Purchaser or any New Firm be that such Eligible Employee release Seller from any obligation to provide severance to such Eligible Employee and waive any right to severance from Seller related to such Eligible Employee’s departure from Seller, in each case upon terms acceptable to Seller.
Employees and Agents of Seller. Effective as of the Closing Date, Seller will terminate all employees of the Seller and Purchaser shall offer all employees of Seller, except for those listed in Schedule 7.6, employment by Purchaser at their present locations as of the Closing Date with wages, terms and conditions of employment benefits or benefit plans substantially similar to such that currently exist for Seller's employees and which have been disclosed in Schedule 7.6 or in the other Schedules hereto and with credit for all vacation pay accrued as of the Closing Date and set forth in the Closing Balance Sheet. If any employee who accepts employment with Purchaser demands payment of vacation pay accrued as of the Closing Date and set forth in the Closing Balance Sheet, Purchaser shall pay such accrued vacation pay. The parties agree that the persons so designated on Schedule 7.6 shall be offered one-year employment contracts with Purchaser with wages, terms and conditions of employment benefits or benefit plans substantially similar to such as currently exist for such employees. Notwithstanding the foregoing, no such employee shall have any third party beneficiary rights arising as a result of this Section 7.6 or any contractual rights to employment with Purchaser as a result hereof. All offers of employment shall be contingent upon employment commencing with Purchaser only following the Closing Date. The parties agree not to discourage any individuals who are offered employment with Purchaser from accepting such employment with Purchaser.
