Employees of Seller. (a) The Buyer may, with reasonable notice to the Seller, contact such of Seller's employees engaged primarily in the Business as the Buyer may determine for the purpose of discussing the employment of such employees by the Buyer after the Closing, and the Seller will reasonably cooperate with the Buyer in such regard. The Buyer shall offer employment to the "Specified Field Employees," which term means the Seller's employees at the local store, dual manager, group manager, district merchandiser, district manager, senior district merchandiser and senior district manager levels who are employed by the Seller up to the day prior to the Closing, except (i) those employed at any of the Closeout Stores and (ii) any temporary or seasonal employees. The Buyer shall have no obligation to employ any other employees of the Seller, and shall have no other obligation or liability to any employees arising out of the termination by the Seller of the employment of any such employees as a result of the transactions contemplated by this Agreement, all of which obligations and liabilities, if any, shall be the sole responsibility of the Seller. Without limiting the generality of the foregoing, each Selling Entity shall jointly and severally indemnify and save harmless the Buyer from and against any and all liabilities and obligations of Xxxxx or any Selling Entity to its current or former employees, consultants, salesmen and others providing services to Xxxxx or any Selling Entity relating to their services prior to the Closing or arising as a consequence of the Closing, including, without limitation, (w) wages, salaries, bonuses and any other direct compensation, (x) Xxxxx or any Selling Entity's obligations and liabilities under any retirement, deferred compensation, pension, profit-sharing or other employee benefit plan (including, without limitation, the Benefit Plans and Multiemployer Plans in accordance with Section 11.1), (y) any severance or termination pay or benefit arrangement or agreement, any accrued vacation pay, any life, health, or disability insurance or benefits, worker's compensation and any other employee benefits or other liabilities relating to Xxxxx or any Selling Entity `s current or former employees or other service providers, and (z) any and all liabilities and obligations arising out of the Worker Adjustment and Retraining Notification Act ("WARN") or any similar state Law, the Comprehensive Omnibus Budget Reconciliation Act ("COBRA"), and any othe...
Employees of Seller. Except for the employees of Seller identified on Schedule 6.20 (the “Corporate Employees”), all of the individuals who provide services to the Company to enable the Company to conduct the Business as conducted prior to the Closing Date, are employees of the Company. Except as shown on Schedule 6.20, the Seller has no written or oral Employment Contracts with employees who provide services to the Company. Neither Seller nor the Company has any notice that any of the Seller’s employees who provide services to the Company has any plan to terminate his or her employment. Seller shall terminate all of the Corporate Employees as of the Effective Time and shall pay all compensation and benefits Membership Interest Purchase Agreement 14. due such employees through the Effective Time, including, without limitation, compensation for paid time off.
Employees of Seller. (a) At the Closing, Purchaser shall enter into the Anglxx Xxxloyment Agreement and make offers of at-will employment to Mark Xxxxxxx xx an annual salary of $30,000, and Jan Xxxxx xx an annual salary of $25,000. At or before the Closing, Purchaser shall enter into a six month employment agreement with Doug Xxxxxxxx xx terms reasonably satisfactory to Purchaser. Purchaser will also assume any accrued vacation earned by Mr. Xxxxxxx, Xx. Xxxxx xxx Doug Xxxxxxxx.
(b) Other than the employment arrangements set forth in Section 2.5(a), Purchaser will not purchase, recognize, assume or otherwise acquire any rights, obligations, assets or liabilities under, arising from or resulting from any employment agreement or relationship in existence between Seller and any employee, or any person employed to consult with or perform services for Seller, or otherwise. Seller understands that Purchaser shall not be obligated to hire any of Seller's employees, except to the extent provided in Section 2.5(a), but that Purchaser, in its sole discretion, may hire some or all of such employees on such terms as Purchaser and the employees so hired may agree. Seller and the Shareholders agree to cooperate with Purchaser in Purchaser's selection of Seller's employees to be hired by Purchaser.
(c) Seller agrees to either layoff or terminate all of its employees as of the Closing Date, in compliance with any and all laws applicable to such termination.
(d) Purchaser shall not be responsible to Seller or to any current or former employee of Seller for any employee benefits (whether earned, accrued or vested) due to Seller's employees with respect to their employment on or prior to the Closing Date.
(e) Seller shall provide all notices to its employees and their dependents upon the termination of an employee or dependent's group health care coverage required by the Consolidated Omnibus Reconciliation Act of 1985 (COBRA) due to termination of an employee's employment with Seller, without regard to whether Purchaser re-hires any or all of Seller's employees; Seller specifically undertakes to provide any continuation coverage under COBRA elected by Seller employees and their dependents, whether or not Purchaser re-hires any or all of such employees.
Employees of Seller. For a period of two (2) years from and after the Closing, the Purchaser will not, and will not permit or cause any of its affiliates to, directly or indirectly, except with the prior written consent of the Seller (which consent may be withheld, delayed or conditioned in Seller’s sole discretion), (i) solicit or encourage any employees of Seller to (A) leave employment with the Seller, or (B) enter into an employment or a service arrangement related to a business that is competitive with Seller’s; or (ii) hire, engage or enter into any service arrangement with any employees of Seller.
Employees of Seller. Buyer agrees that any current or former employee of Seller employed or engaged, directly or indirectly, by Buyer shall refrain from providing services to Buyer or any Affiliate of Buyer with respect to Superficial Radiotherapy Technology products (the “SRT Products”) for a period of two years after such individual leaves the employ of Seller, but no more than three years after the date of this Agreement. By way of explanation and not of limitation, nothing in this Section or this Agreement shall prohibit Buyer from employing or engaging any current, former, or future employees of Seller or from accepting services from such employees with respect to the technology transferred to Buyer pursuant to this Agreement, Buyer’s existing or future technologies, or any services other than with respect to the SRT Products.
Employees of Seller. 17 8.6 Consents and Approvals......................................17 8.7 No Material Adverse Change..................................17 Section 9.
Employees of Seller. Before or upon the Closing Date, Seller shall have terminated all of its Employees and Seller shall have presented Purchaser a list of all accrued vacation or other compensation claims payable to Seller's Employees accrued as of the Closing Date. Seller will tender to Purchaser written evidence in a form reasonably satisfactory to Purchaser of the termination of that employment relationship with Seller and the release by the Employees of any and all claims against Seller (the "Employee Releases").
Employees of Seller. Notwithstanding anything to the contrary contained in any confidentiality agreement between or among the Parties, this Agreement or any agreements or documents contemplated hereby to be executed by any of the Parties, Buyer or its Affiliates, in its and their sole discretion, may make offers of employment to one or more of the employees listed in Schedule 20.15 (the “Available Employees”). From and after the Execution Date until the Closing Date, Seller shall cooperate with Buyer in permitting Buyer or its Affiliates reasonable access to the Available Employees to: (i) interview during normal business hours; (ii) seek consent to perform background check and drug testing consistent with Buyer’s or its Affiliate’s policies; and (iii) communicate any information concerning employment offers and employment with Buyer or its Affiliates. It is agreed that Seller is responsible for any obligations under the Worker Adjustment and Retraining Notification Act, 29 U.S.C. Section 2101 et seq., or under any similar laws, rules or regulations arising as a consequence of the transactions contemplated by this Agreement.
Employees of Seller. Buyer shall use its best efforts before the Closing Date to interview and communicate at reasonable times with Seller's officers and employees for the purpose of discussing with such officers and employees the possible employment of such persons by Buyer.
Employees of Seller. Buyer shall offer at-will employment, effective as of and subject to the Closing, to substantially all employees of Seller who are known by Buyer to be employed by Seller immediately prior to the Closing (all such persons to be offered employment by Buyer being hereinafter referred to as the “Applicable Employees”). Seller and Shareholder shall use their best efforts to get the Applicable Employees to accept such offer.
