Employees and Employment Sample Clauses

Employees and Employment. 27.1 The parties agree that during the Term, and for a period of nine (9) months thereafter, neither party shall directly or indirectly solicit for employment any officers or employees employed then or within the preceding nine (9) months by the other party who is or was involved in the provision or management of the provision of the Services without the prior written consent of the party whose staff are to be solicited. In the event that a party employs or hires any of the other party’s personnel in breach of this Clause 27, the breaching party shall pay to the injured party upon demand as liquidated damages a sum equal to the annual salary of such personnel at the time of breach. Notwithstanding RGB’s consent the parties recognise that employment of the aforementioned RGB officers or employees may adversely affect RGB’s ability to perform the Service and the Client shall not be entitled to any resulting remedies. Nothing in this Clause shall restrict either party from employing any individuals who apply unsolicited in response to general advertising or other general recruitment campaigns.
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Employees and Employment. 13 7.1 Employment......................................................13 7.2 Collective Bargaining Agreements and Employment Contracts.......13
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Employees and Employment. Effective as of the Closing, NPS shall terminate the employment of each of the employees listed on Schedule A and pay all amounts due such employees as of the Closing including salaries, benefits and severance, if any, owed to such employees at the time of termination. Buyer has or will offer employment to all of the employees of NPS set forth on Schedule A (the “Schedule A Employees”) for employment to be effective on the Closing (the employees of NPS who accept such employment and commence employment on the Closing, the “Transferred Employees”). The transaction and Closing contemplated hereunder are subject to and conditioned on the Schedule A Employees accepting Buyer’s offer of employment. Buyer shall be liable and hold NPS harmless for any claims relating to the employment of any Transferred Employee arising after the Closing to the extent not attributable to their employment prior to the Closing. In addition to the forgoing, following the Closing NPS shall make certain NPS employees, including NPS engineering staff available to Buyer on a contracted hourly basis at fair, reasonable market rates.
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Employees and Employment. (a) Effective as of the Closing, Seller shall terminate the employment of each of the employees listed on Schedule 3.14 of the Disclosure Schedules and pay all amounts due to such employees as of the Closing including salaries, benefits and severance, if any, owed to such employees at the time of termination. Buyer has or will offer employment to all of the employees of Seller set forth on Schedule 3.14 of the Disclosure Schedules for employment to be effective on the Closing (the employees of Seller who accept such employment and commence employment on the Closing, the “Transferred Employees”). The employees of Seller who are not offered employment with or who do not accept employment with Buyer shall be referred to herein as “Non-Transferred Employees.” Seller hereby consents to the hiring of such employees by Buyer and waives, with respect to the employment by Buyer of such employees, any claims or rights Seller may have against Buyer or any such employee under any non-competition, confidentiality or employment agreement. Buyer shall be liable and hold Seller harmless for any claims relating to the employment of any Transferred Employee arising after the Closing to the extent not attributable to their employment prior to the Closing.
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Employees and Employment. (a) For the purposes of this Agreement the term “Active Employees” shall mean all employees actively employed by DS LLC on the Closing Date and all employees of DS LLC on layoff, leave of absence or short term disability on the Closing Date (but specifically excluding any individual on long term disability for which the Purchaser assumes no responsibility). Schedule 9.2(a) lists all Active Employees as of the date of this Agreement.
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Employees and Employment. Effective as of the Closing, NPS shall terminate the employment of each of the employees listed on Schedule A and pay all amounts due such employees as of the Closing including salaries, benefits and severance, if any, owed to such employees at the time of termination. WEG has or will offer employment to all of the employees of NPS set forth on Schedule A (the “Schedule A Employees”) for employment to be effective on the Closing (the employees of NPS who accept such employment and commence employment on the Closing, the “Transferred Employees”). NPS hereby consents to the hiring of such employees by WEG and waives, with respect to the employment by WEG of such employees, any claims or rights Seller may have against WEG or any such employee under any non-competition, confidentiality or employment agreement. WEG shall be liable and hold the NPS harmless for any claims relating to the employment of any Transferred Employee arising after the Closing to the extent not attributable to their employment prior to the Closing.
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Employees and Employment. (a) All Eligible Employees are employed by Seller. To the Knowledge of Seller, no union is presently serving as a collective bargaining agent for any Eligible Employees and Seller is not a party to any collective bargaining or labor contract with respect to the Eligible Employees. To the Knowledge of Seller, with respect to the Eligible Employees, there is no presently pending or existing, and there is not threatened, (a) any strike, slowdown, picketing or work stoppage, or (b) an application for certification of a collective bargaining agent. To the Knowledge of Seller, with respect to the Eligible Employees, Seller has no liabilities nor obligations with respect to benefits, vacations, wages, salaries, severance payments, COBRA, written employment-related claims, severance pay, employee benefit plans, pension plans, ERISA benefit plans or other similar plans (including, without limitation, any 401(k) plans) and profit sharing obligations and/or similar items for each person employed at the Real Property prior to the Closing, except as may accrue prior to the Closing but which will be paid or fulfilled by Seller at or prior to the Closing.
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Employees and Employment 
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Related to Employees and Employment

  • Employees and Employee Benefits (a) For a period beginning on the Closing Date and continuing thereafter for 12 months, subject to any contractual obligations that may apply, TopCo shall provide, or shall cause MSLO Surviving Corporation and its Subsidiaries to provide, employees of MSLO as of the Closing who continue employment with TopCo or any of its Subsidiaries, including MSLO Surviving Corporation, following the Closing (the “Continuing Employees”) with (i) wage or base salary levels (but not any short-term incentive compensation opportunities or other bonus plans (other than the commission sales plan set forth in Section 6.11(a) of the MSLO Disclosure Schedule)) that are not less than those in effect immediately prior to the Effective Time, and (ii) employee benefits (excluding equity-based compensation) that are comparable in the aggregate to either those in effect for such Continuing Employees immediately prior to the Effective Time or those provided to similarly-situated employees of Sequential from time-to-time, provided that, (x) until December 31, 2015, Topco and the MSLO Surviving Corporation agree to keep in effect all employee benefits (excluding equity-based compensation) that are applicable to employees of MSLO as of the date hereof and (y) notwithstanding the immediately preceding clause (x), until the one year anniversary of the Closing Date, TopCo and the MSLO Surviving Corporation agree to keep in effect all severance plans, practices and policies that are applicable to employees of MSLO as of the date hereof and set forth on Section 6.11(a) of the MSLO Disclosure Schedule. Nothing herein shall be deemed to limit the right of TopCo or any of their respective Affiliates to (A) terminate the employment of any Continuing Employee at any time, (B) change or modify the terms or conditions of employment for any Continuing Employee, or (C) change or modify any Sequential Benefit Plan, MSLO Benefit Plan or other employee benefit plan or arrangement in accordance with its terms.

  • Employees and Compensation Schedule 3.12 contains a true and complete list of all employees of the Station, their job description, date of hire, salary and amount and date of last salary increase. Schedule 3.12 also contains a true and complete list as of the date of this Agreement of all employee benefit plans or arrangements applicable to the employees of the Station and all fixed or contingent liabilities or obligations of Seller with respect to any person now or formerly employed by Seller at the Station, including pension or thrift plans, individual or supplemental pension or accrued compensation arrangements, contributions to hospitalization or other health or life insurance programs, incentive plans, bonus arrangements, and vacation, sick leave, disability and termination arrangements or policies, including workers' compensation policies, and a description of all fixed or contingent liabilities or obligations of Seller with respect to any person now or formerly employed at the Station or any person now or formerly retained as an independent contractor at the Station.

  • Labor and Employment The Subrecipient shall comply with the labor standards in Section 110 of the Housing and Community Development Act of 1974, as amended and ensure that all laborers and mechanics employed by contractors or subcontractors in the performance of construction work financed in whole or in part with assistance received under this agreement shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined by the Secretary of Labor in accordance with the Xxxxx- Xxxxx Act, as amended (40 U.S.C. 3141, et seq.), and 29 CFR part 1, 3, 5, 6, and 7, provided, that this requirement shall apply to the rehabilitation of residential property only if such property contains not less than 8 units. The Subrecipient agrees to comply with the Xxxxxxxx Anti- Kick Back Act (18 U.S.C. 874) and its implementing regulations of the U.S. Department of Labor at 29 CFR part 3 and part 5. The Subrecipient shall maintain documentation that demonstrates compliance with applicable hour and wage requirements. Such documentation shall be made available to the Grantee for review upon request.

  • Employees and Employee Benefit Plans The Purchaser does not (a) have any paid employees or (b) maintain, sponsor, contribute to or otherwise have any Liability under, any Benefit Plans.

  • Employment and Employee Benefits (a) Parent shall cause the Surviving Corporation and its subsidiaries to provide employees of the Company and its Subsidiaries (the “Company Employees”) for the period of twelve (12) months immediately following the Closing Date, (i) at least the same level of base salary and hourly wages as in effect on the Closing Date, and (ii) benefits that are substantially comparable, in the aggregate, to the benefits provided by the Company and its Affiliates to Company Employees prior to the Closing Date; provided, however, that no defined benefit pension, post-retirement medical, equity-based, retention, change-in-control or other special or non-recurring compensation or benefits provided prior to the Closing Date shall be taken into account for purposes of this covenant. From and after the Closing Date, Parent or one of its Affiliates shall honor, and shall cause the Surviving Corporation to honor, in accordance with their terms, all employment, retention and severance agreements and all severance, incentive and bonus plans, programs and arrangements as in effect on the Closing Date that are applicable to any current or former employees or directors of the Company, subject to the terms and conditions, including the amendment and termination provisions, thereof. Parent or one of its Affiliates shall recognize the service of the Company Employees with the Company and its Affiliates prior to the Closing Date as service with Parent and its Affiliates in connection with any pension or welfare benefit plans and policies (including vacations, paid time-off, and holiday policies) maintained by Parent or one of its Affiliates (each, a “Parent Plan”) which is made available following the Closing Date by Parent or one of its Affiliates for purposes of any waiting period, vesting, eligibility, benefit entitlement and benefit accrual, provided that service credit shall not be required with respect to benefit accruals under any defined benefit pension plan, or to the extent that service credit would result in a duplication of benefits. Parent shall, or shall cause its Affiliates to, to the extent commercially and administratively practicable, (i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing and at-work conditions, if any, with respect to participation and coverage requirements applicable to Company Employees under any welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Closing Date by Parent or one of its Affiliates, and (ii) provide credit to Company Employees for any co-payments, deductibles and out-of-pocket expenses paid by such employees under the employee benefit plans, programs and arrangements of the Company and its Subsidiaries during the portion of the relevant plan year including the Closing Date.

  • Employees and Benefits With respect to Employee Benefit Plans, credit for service accrued by Continuing Employees (and eligible dependents) for employment with Stonepath and/or the Company prior to the Closing Date shall be recognized (except to the extent necessary to prevent duplication of benefits), any pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under a similar or corresponding Stonepath Employee Benefit Plan) and eligibility waiting periods applicable to any Continuing Employee shall be waived, and employees shall be given credit for amounts paid or vesting under any Stonepath or Company Employee Benefit Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable Employee Benefit Plan of Purchaser. With respect to 401(k) plan matters, Continuing Employees shall be eligible to participate in the Company 401(k) plan to be created by Purchaser, effective within 60 days after the Closing Date. Prior to Closing, the Parties will agree on a list of employees that will be terminated by Stonepath and hired by Purchaser at Closing ("Continuing Employees"). Provided that the Company has established medical plans for the Continuing Employees as of the Closing Date, all such Continuing Employees shall be terminated from Stonepath's Employee Benefit Plans as of the Closing Date, pursuant to Applicable Law, and be covered by Purchaser's plans, including medical coverage, thereafter. To the extent the Purchaser does not have new plans in place on the Closing Date, Stonepath shall continue to maintain coverage for the Continuing Employees for the remainder of the month of the Closing Date at Purchaser's expense, including any expenses of administration. The estimated reimbursement for such medical coverage as determined by Stonepath shall be paid by Purchaser to Stonepath prior to the date that it is due from Stonepath, with an actual reconciliation to follow within thirty (30) days of the delivery to Purchaser of documentation of actual costs.

  • Employment and Employee Benefits Matters (a) Parent will cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Control Time and ending on the first anniversary thereof (the “Continuation Period”), to (i) maintain for the individuals employed by the Company at the Control Time (the “Current Employees”) and who remain employees of the Surviving Corporation during the Continuation Period base compensation and target incentive compensation that is no less favorable to each Current Employee than such Current Employee’s base compensation and target incentive compensation immediately prior to the Control Time, and (ii) provide benefits that are of comparable economic value in the aggregate to the benefits provided by the Company as of immediately prior to the Control Time (excluding, for purposes of Section 6.4(a)(i) and (ii) equity and equity-based compensation, retention, stay, or transaction bonuses or similar arrangements); provided, however, that nothing in this Section 6.4 will be construed as an amendment to or prevent the amendment or termination of any particular Company Plan or employee benefit plan of Parent or any of its Subsidiaries, to the extent permissible thereunder, or interfere with the Parent’s or any of its Subsidiaries’ or the Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. Parent will cause the Surviving Corporation and each of its Subsidiaries to honor all obligations and agreements relating to 2010 Bonuses (as defined in Section 4.13(a) of the Company Disclosure Letter) as are, and to the fullest extent, set forth in Section 6.4(a) of the Company Disclosure Letter. During the Continuation Period, Parent will cause the Surviving Corporation to pay or cause to be paid, consistent with the Company’s past practice in similar circumstances, to each Current Employee (i) who is involuntarily terminated or (ii) in the case of any employee covered by an employment, change in control, severance or similar agreement or entitlement providing for benefits upon a voluntary termination for good reason, who terminates employment voluntarily for good reason as therein defined, severance in accordance with past practices, including with respect to bonuses.

  • Officers, Directors and Employees JML has one officer and director, namely Xxxxx Polos, and has no employees.

  • Labor and Employment Matters (a) Except as set forth in Section 3.25 of the Company Disclosure Schedule, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

  • Officers and Employees (a) The day-to-day operational management of the Company may be exercised by such officers of the Company as may be appointed from time to time in accordance with this Section 4.3 (the “Officers”). The Managers may appoint such Officers as they may determine from time to time. The Officers, subject to the direction and control of the Managers, shall do all things and take all actions necessary to run the business of the Company. Each Officer shall have the powers and duties as may be prescribed to him or her by the Managers and, to the extent not so prescribed, as generally pertain to their respective offices. Each Officer shall hold office at the pleasure of the Managers. Each Officer shall serve until the earlier of his or her death, resignation or removal, and any Officer may be removed at any time, with or without cause, by the Managers. Any vacancy in any office shall also be filled by the Managers. Any Officer may resign at any time by delivering his or her written resignation to the Managers.

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