Common use of Employees and Employee Benefits Clause in Contracts

Employees and Employee Benefits. (a) Commencing on the Closing Date, each Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, at Buyer’s sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Uncommon Giving Corp), Asset Purchase Agreement (Uncommon Giving Corp)

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Employees and Employee Benefits. (a) Commencing on the Closing Date, each Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, at BuyerBxxxx’s sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Singing Machine Co Inc), Asset Purchase Agreement (Cemtrex Inc)

Employees and Employee Benefits. (a) Commencing on the Closing Date, each the Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, at the Buyer’s sole discretion, the Buyer may offer employment, on an “at will” basis, to any or all of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 2 contracts

Samples: Asset Purchase Agreement (VOXX International Corp), Asset Purchase Agreement (VOXX International Corp)

Employees and Employee Benefits. (a) Commencing on the Closing Date, each Seller Sellers shall effectively terminate all employees of the Business who are actively at work on at the Closing DateEffective Time, and, at Buyer’s 's sole discretion, Buyer may (directly or through its applicable Affiliate) offer employment, on an "at will" basis, to any or all of such employees. The applicable Seller Sellers shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.), Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.)

Employees and Employee Benefits. (a) Commencing on the Closing Date, each Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, at Buyer’s sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 2 contracts

Samples: Asset Purchase and Fuel Supply Agreement (EzFill Holdings Inc), Asset Purchase Agreement (EzFill Holdings Inc)

Employees and Employee Benefits. (a) Commencing on the Closing Date, each Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, at Buyer’s sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Kindcard, Inc.), Asset Purchase Agreement (Sg Blocks, Inc.)

Employees and Employee Benefits. (a) Commencing on the Closing Date, each Seller Sellers shall terminate all employees of the Business who are actively at work on the Closing Date, and, at Buyer’s sole discretion, a Buyer may shall offer employment, on an “at will” basis, to any or all of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 2 contracts

Samples: Master Purchase Agreement (Emcore Corp), Master Purchase Agreement (Emcore Corp)

Employees and Employee Benefits. (a) Commencing on the Closing Date, each Seller Sellers shall terminate all employees of the Business who are actively at work on the Closing Date, and, at Buyer’s 's sole discretion, Buyer may offer employment, on an "at will" basis, to any or all of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 1 contract

Samples: Asset Purchase Agreement (Csa Holdings Inc.)

Employees and Employee Benefits. (a) Commencing on the Closing Date, each Seller Sellers shall terminate all employees of the Business who are actively at work on the Closing Date, andand subject to Section 6.05(b), at Buyer’s sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such employees. The applicable Seller shall bear Notwithstanding the foregoing, Sellers may continue to employ any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05such employees not hired by Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sprague Resources LP)

Employees and Employee Benefits. (a) Commencing on the Closing Date, each Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, at Buyer’s 's sole discretion, Buyer may shall offer employment, on an "at will" basis, to any or all the employees set forth on Schedule 6.05 of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05Disclosure Schedules.

Appears in 1 contract

Samples: Asset Purchase Agreement (Avant Diagnostics, Inc)

Employees and Employee Benefits. (a) Commencing on the Closing Date, each Seller shall terminate all the employees of the Business who are actively at work listed on Section 6.01of the Closing DateDisclosure Schedules, and, at Buyer’s sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 1 contract

Samples: Asset Purchase Agreement (Smith Micro Software, Inc)

Employees and Employee Benefits. (a) Commencing on Except for each signatory to the Employment Agreements, as of the Closing Date, each Seller shall terminate all employees of the Business who are actively at work that can be terminated pursuant to applicable Law on the Closing Date, and, at Buyer’s 's sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 1 contract

Samples: Asset Purchase Agreement (Super League Gaming, Inc.)

Employees and Employee Benefits. (a) Commencing on the Closing Date, each the Seller shall terminate all employees of the Business who are actively at work on the Closing Date, Buyer will hire the Designated Employees on an “at will” basis, and, at Buyer’s sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05employees who are not Designated Employees.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pressure Biosciences Inc)

Employees and Employee Benefits. (a) Commencing on the Closing Date, each Seller shall terminate all employees of the Purchased Business who are actively at work on the Closing Date, and, at Buyer’s sole discretion, except for the employees listed on Section 5.02(a) of the Disclosure Schedules. Buyer may will offer employment, on an “at will” basis, to any or substantially all of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses terminated employees who are eligible individuals pursuant to this Section 6.05Buyer’s employment practices and policies (the “Continuing Employees”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Continental Materials Corp)

Employees and Employee Benefits. (a) Commencing on Upon the Closing Date, each Seller Sellers shall terminate all those employees of the Business who are actively that Buyer Group gives notice to Sellers of its intent to hire at work on the Closing DateClosing, andso that, at Buyer’s Buyer Group's sole discretion, the members of the Buyer Group may offer employment, on an “at will” basis, to any or all of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 1 contract

Samples: Asset Purchase Agreement (Precision Aerospace Components, Inc.)

Employees and Employee Benefits. (a) Commencing on the Closing Date, each Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, at Buyer’s sole discretion, Buyer may shall offer employment, on an "at will" basis, to any or all of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ecoark Holdings, Inc.)

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Employees and Employee Benefits. (a) Commencing on the Closing Date, each Seller shall terminate all employees of the Business who are actively at work on the Closing DateDate except those employees set forth on Disclosure Schedule Section 6.05(a), and, at Buyer’s sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 1 contract

Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.)

Employees and Employee Benefits. (ac) Commencing on the Closing Date, each Seller Sellers shall terminate all employees of the Business who are actively at work [or on a leave of absence] on the Closing Date, and, at Buyer’s sole discretion, and Buyer may will offer employment, on an “at will” basis, to any or all those former employees of such the Business, subject to Buyer’s customary and normal screening process for similar employees. The applicable Seller Sellers shall bear any and all obligations and liability under the WARN Act resulting from employment losses the technical termination pursuant to this Section 6.05.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gulf Island Fabrication Inc)

Employees and Employee Benefits. (a) Commencing on the Closing Date, each Seller shall terminate all those employees of the Business who are actively at work on the Closing Date, selected by Buyer and, at Buyer’s sole discretion, Buyer may offer employment, on an “at will” basis, to retain any or all of such employees on terms acceptable to Buyer and such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cryo Cell International Inc)

Employees and Employee Benefits. (a) Commencing on the Closing Date, each Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, at Buyer’s sole discretion, and Buyer may shall offer employment, employment to the individuals on an “at will” basis, to any or all Schedule 6.05 of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05Disclosure Schedules.

Appears in 1 contract

Samples: Asset Purchase Agreement (Inuvo, Inc.)

Employees and Employee Benefits. (a) Commencing on the Closing Date, each Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, at Buyer’s sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act and applicable state statutes resulting from employment losses pursuant to this Section 6.056.5.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tattooed Chef, Inc.)

Employees and Employee Benefits. (a) Commencing on the Closing Date, each Seller shall terminate all employees of Employees, temporary employees, independent contractors and others providing services to the Business who are actively at work on the Closing Date, and, at Buyer’s sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 1 contract

Samples: Asset Purchase Agreement (Iec Electronics Corp)

Employees and Employee Benefits. (a) Commencing on Effective and commencing as of the Closing Date, each Seller Sellers shall terminate all employees of the Agency that perform services relating to the Business who are actively at work on active as of the Closing Date, and, at Buyer’s sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ladenburg Thalmann Financial Services Inc.)

Employees and Employee Benefits. (a) Commencing on the Closing Date, each Seller shall terminate all employees Employees of the Business who are actively at work on the Closing Date, and, at Buyer’s 's sole discretion, Buyer may may, but shall not be required to, offer employment, on an “at will” basis, to any or all of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05Employees.

Appears in 1 contract

Samples: Asset Purchase Agreement (Regen Biologics Inc)

Employees and Employee Benefits. (a) Commencing on the Closing Date, each Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, at Buyer’s sole discretion, Buyer may offer employment, on an “at will” will- basis, to any or all of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 1 contract

Samples: Asset Purchase Agreement (Comstock Holding Companies, Inc.)

Employees and Employee Benefits. (a) Commencing on the Closing Date, each Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, at BuyerXxxxx’s sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 1 contract

Samples: Asset Purchase Agreement (Crown Electrokinetics Corp.)

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