Employees Generally. The Board of Directors shall require the PSERN Operator to comply with all applicable federal, state and local laws, ordinances and regulations pertaining to all current and future employees. In addition, the PSERN Operator shall be an equal opportunity employer and make reasonable efforts to maintain a diverse work force.
Employees Generally. Schedule 8.2.1 contains a list of all employees of Seller employed in the Business and sets forth for each the following: (i) name, (ii) title or position, (iii) hire date, (iv) current annual compensation, (v) commission, bonus or incentive based compensation, and (vi) general description of Seller’s fringe benefits and accrued vacation and sick leave policies. The Parties agree that Schedule 8.2.1 shall be updated and delivered with information current as of the Closing Date, with the addition of specific vacation and sick leave accrual information for each employee as of the Closing Date. Except as set forth below, and save as otherwise agreed between the Parties at the end of the negotiation with the Union (as provided under Section 7.5 above), at Closing, the employment by Seller of all such employees shall be terminated. Buyer shall offer employment to all employees of the Business upon such terms and with any such employee benefit plan (collectively, “Buyer Benefit Plans”) as Buyer determines; provided that three to five individuals, to be identified by Seller before Closing (collectively, “Seller’s Employees”), shall remain Seller employees to manage, supervise and oversee the Seller Ongoing Operation post-Closing. The employees who elect to become employees of Buyer are referred to as “Transferred Employees.” Unless otherwise required by applicable Law or otherwise prohibited by the Buyer Benefit Plans, Transferred Employees shall be eligible for Buyer Benefit Plans effective as of the commencement date of each employee’s employment with Buyer and, unless otherwise required by applicable Law or otherwise prohibited by such Buyer Benefit Plan, Buyer shall recognize all service of the Transferred Employees with Seller, as if such service were with Buyer, for vesting, eligibility and accrual purposes. Additionally, Buyer shall assume liability for the Transferred Employees’ vacation and sick leave accrued by Seller prior to Closing. Buyer agrees and acknowledges that it will be responsible for providing or continuing group health plan continuation coverage under Section 4980B of the Internal Revenue Code and Sections 601 through 609 of ERISA (“COBRA”) to all “M&A qualified beneficiaries” as required by COBRA and Treasury Regulation Section 54.4980B-9 .
Employees Generally. As of the Distribution Date, SWS will retain responsibility for all of its current employees (other than employees of Westwood Group), and Westwood will retain responsibility for all employees of Westwood Group (including persons absent from active service by reason of disability or otherwise). As of the Distribution Date, employees of Westwood Group will no longer be deemed employees of SWS Group.
Employees Generally. Except as otherwise provided herein, at Closing Imation shall make offers of employment to the employees of the Relevant Entities who are primarily engaged in the Business other than those employed at (i) ** or (ii) TEC facilities other than the Anaheim Facility (the “Business Employees”).
Employees Generally. Schedule 3 sets out true and accurate details as at the date of this agreement of:
(a) the names and dates of birth and (except for casual employees) dates of commencement of employment of all persons who are employees of Xxxx Xxxx or the Xxxx Xxxx Companies;
(b) all remuneration payable, including any bonus and commission entitlements and any other benefits provided or which Xxxx Xxxx or the Xxxx Xxxx Companies are bound to provide (whether now or in the future) to any such persons; and
(c) particulars of accrued long service leave, annual leave and sick leave with respect to such employees.
Employees Generally. All of the individuals identified on Schedule 6.2(f), to the extent Buyer has offered such individuals employment terms reasonably consistent with their employment terms with the Company as of the date hereof, shall have signed Buyer offer letters and other employment-related agreements in form and substance reasonably acceptable to Buyer.
Employees Generally. Manager, as agent for Owner, but acting in Manager's sole discretion within the financial parameters established in the Annual Plan pursuant to Article 8.02
(a) and consistent with the Casino Employment Policies, will hire, supervise, direct, judge the fitness and qualification of, and discharge and determine the Compensation and terms of employment of all
Employees Generally. (a) Notwithstanding anything herein to the contrary, the Purchaser Group shall have no liability for, and the Sellers shall remain solely liable for and shall indemnify and hold harmless the Purchaser Group from and against any statutory, common law, civil law, contractual or other separation, termination, severance, change in control or retention benefits, or any other legally mandated payment obligations (including accrued vacation or time-off, but net of any accruals in the Business Subsidiaries), in each case, that arise as a result of (i) a Business Employee’s failure to accept an offer of employment from (or to commence employment with) the Purchaser Group (provided that the relevant Business Asset Purchaser is not proposing to provide the relevant Business Employee with terms that are in aggregate less advantageous to the relevant Business Employee than those provided by the relevant Business Asset Seller as of the date hereof), (ii) a Business Employee’s objection to the transfer of employment to the Purchaser Group (provided that the relevant Business Asset Purchaser is not proposing to provide the relevant Business Employee with terms that are in aggregate less advantageous to the relevant Business Employee than those provided by the relevant Business Asset Seller as of the date hereof), (iii) with respect to the Transferring Employees, the information and consultation of certain Transferring Employees pursuant to Sections 106, 109a German Works Constitution Act by Trinity Germany in relation to the sale and transfer of all shares in Trinity Germany, or more generally (iv) with respect to the Transferring Employees, the execution of this Agreement or the Ancillary Agreements, or any of the transactions contemplated hereby or thereby. No member of the Purchaser Group (including the Business Subsidiaries) shall have any liability or obligation of any kind to or with respect to any current or former employee of the Seller Group, other than the Transferring Employees.
(b) Without prejudice to Section 5.5(b), the Sellers shall perform and shall be fully liable and responsible for all obligations and liabilities arising in respect of the period up to and including the Closing Date by virtue of any contracts of employment, employment relationships, collective agreements or enactments or statutory provision (or orders or regulations made thereunder) in relation to employees of the Seller Group in force at any time prior to or at the Closing Date and the ...
Employees Generally. Except as otherwise provided for herein, including with respect to US Employees pursuant to Section 6.11(a), the Purchasers shall perform and shall be fully liable and responsible for all obligations and liabilities arising in respect of the period following the Closing Date by virtue of any contracts of employment, employment relationships, collective agreements or enactments or statutory provision (or orders or regulations made thereunder) in relation to the Business Employees in force at any time following the Closing Date and the Purchasers shall at all times fully and effectually indemnify and keep indemnified the Sellers against all judgments, decrees, orders, awards, costs, liabilities and expenses howsoever arising under or by virtue thereof. In the event that any claim is made against the Sellers, in relation to any of the foregoing matters arising from circumstances taking place after the Closing Date, the Purchasers shall furnish to the Sellers such evidence and information as the Sellers may require to defend that claim.
Employees Generally. The Buyer acknowledges that it intends to use commercially reasonable efforts to continue the employment of the current non-executive employees of the Consolidated Forecast Entities for a period of at least six (6) months after the Closing Date, provided that nothing contained herein shall be construed as requiring the Buyer or the Securities Partnership to continue the employment or position of any specific Person.
