Common use of Employees of Seller Clause in Contracts

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 other Laws. The Buyer's continued employment of the Specified Employees who cease employment with the Seller in accordance with this Subsection 12.2(a) shall not cause such Specified Employees to change or modify any continuing employment relationship that may exist between such Specified Employees and a Licensor.

Employees of Seller. (a) The Buyer mayWithout Buyer's prior written consent, Seller shall make no change in the compensation payable or to become payable by Seller to any Person employed in connection with the conduct of the business or operations of any of the System, except in accordance with past practices. Seller shall be responsible for compliance with the COBRA notice and continuation coverage requirements under Part 6 of Title I of ERISA, with reasonable notice respect to the Seller, contact such all employees of Seller's employees engaged primarily Seller (and their beneficiaries) experiencing a qualifying event (as defined in the Business as the Buyer may determine for the purpose Section 603 of discussing the ERISA) on account of termination of employment or reduction of hours by Seller while such employees were employed by the Buyer after the Closing, and the Seller will reasonably cooperate with the Buyer in such regardSeller. The Buyer shall offer employment to all employees of Seller on substantially the same terms existing as of the date of this Agreement (including without limitation wages, benefits and positions); provided, that Buyer shall not assume, be deemed to assume or be obligated to pay any benefits under any Benefit Plan of Seller or its Affiliates. At Closing, Seller shall pay to Buyer an amount equal to the cash value of earned and unused vacation time under Seller's vacation Benefit Plan as of the Closing Date (the "Specified Field Employees," which term means the Vacation Pay Amount"). Seller shall deliver to Buyer at Closing (a) a copy of Seller's employees at the local storevacation Benefit Plan, 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 (ib) those employed at any a detailed statement of the Closeout Stores Vacation Pay Amount for each of Seller's employees, which Benefit Plan and (ii) statement shall be certified by Seller's Chief Financial Officer as being true, accurate and complete. Such certified statement shall include, for each employee, the amount of the Vacation Pay Amount foregone for each vacation day taken by such employee. Buyer agrees to disburse the Vacation Pay Amount to Seller's former employees promptly following the end of calendar year 1998, or at each employee's option, permit them to take vacation days during calendar year 1998, all in accordance with such certified statement and certified Benefit Plan. Such payments of the Vacation Pay Amount shall be subject to any temporary withholdings required to be made by Buyer under the Code or seasonal employeesany provision of state or local tax law. The Buyer shall have no obligation to employ Nothing in this Section 5.5 or in any other employees provision of the Seller, and shall have no other obligation this Agreement is intended to confer upon any employee of Seller or liability to such employee's legal representative or heirs any employees arising out of the termination by the Seller of the employment rights as a third party beneficiary or otherwise or any remedies of any such employees as a result kind whatsoever under or by reason of this Agreement, or the transactions contemplated by this Agreementhereby, 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 including without limitation any and all liabilities and obligations of Xxxxx or any Selling Entity rights 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 other Laws. The Buyer's continued employment of the Specified Employees who cease employment with the Seller in accordance with this Subsection 12.2(a) shall not cause such Specified Employees to change or modify any continuing employment relationship that may exist between such Specified Employees and a Licensor.with

Employees of Seller. (a) The Buyer maySeller shall terminate, with reasonable notice to effective as of the SellerClosing Date, contact such all of Seller's its 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 which Buyer in such regardits sole discretion desires to employ following Closing. Buyer or The ExOne Company, a Delaware corporation and parent of Buyer (the “Parent”) shall offer employment on an at-will basis to the "Specified Field Employees," which term means the Seller's such employees, subject to Buyer’s or Parent’s standard employment policies and practices, subject to Section 15(b) below. Schedule 15(a) attached hereto contains a list of all employees at the local store, dual manager, group manager, district merchandiser, district manager, senior district merchandiser Buyer or Parent will hire following Closing. Seller shall use their best efforts to assist Buyer and senior district manager levels Parent in obtaining a written acknowledgment from such employees acknowledging their continued employment with Buyer. Employees who are employed by offered continued employment with Buyer or Parent and who accept such offer and actually commence employment with Buyer or Parent on or after the Seller up Closing Date are hereinafter referred to the day prior as “Transferred Employees.” (b) Transferred Employees shall be eligible to the Closingparticipate in each Buyer or Parent welfare and/or fringe benefit plan, except (i) those employed at any of the Closeout Stores and (ii) any temporary or seasonal employees. The Buyer shall have no obligation fund, program and/or arrangement, being provided to employ any other similarly situated employees of the Seller, and shall have no other obligation Buyer 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 Parent in accordance with Section 11.1)their terms. For purposes of any health and welfare plan of Buyer, (y) any severance or termination pay or Buyer will use reasonable efforts to cause the Transferred Employees to receive credit for their service with the Company to the same extent such service was recognized under a corresponding health and welfare 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 plan of the Worker Adjustment and Retraining Notification Act Company. Transferred Employees shall be eligible, effective as of their date of hire, to participate in the ExOne Company 401(k) Plan ("WARN"the “Plan”) or any similar state Law, the Comprehensive Omnibus Budget Reconciliation Act ("COBRA"), and any other Laws. The Buyer's continued employment of the Specified Employees who cease employment with the Seller in accordance with this Subsection 12.2(athe terms of the Plan applicable to newly hired employees, with the exception that such Transferred Employees’ service with the Company shall be treated as service with a predecessor employer of the Plan for purposes of “Eligibility Service” and “Vesting Service” (as defined in the Plan). (c) shall not Owner will, and will cause such Specified Employees Company to, pay to change or modify any continuing employment relationship that may exist between such Specified Employees and each Transferred Employee a Licensorbonus equal one week salary for each employee by check on March 6, 2014. The amount of the bonus for each Transferred Employee is listed on Schedule 15(a).

Employees of Seller. (a) The Buyer mayWithout Buyer's prior written consent, Seller shall make no change in the compensation payable or to become payable by Seller to any Person employed in connection with the conduct of the business or operations of any of the System, except in accordance with past practices. Seller shall be responsible for compliance with the COBRA notice and continuation coverage requirements under Part 6 of Title I of ERISA, with reasonable notice respect to the Seller, contact such all employees of Seller's employees engaged primarily Seller (and their beneficiaries) experiencing a qualifying event (as defined in the Business as the Buyer may determine for the purpose Section 603 of discussing the ERISA) on account of termination of employment or reduction of hours by Seller while such employees were employed by the Buyer after the Closing, and the Seller will reasonably cooperate with the Buyer in such regardSeller. The Buyer shall offer employment to all employees of Seller on substantially the same terms existing as of the date of this Agreement (including without limitation wages, benefits and positions); provided, that Buyer shall not assume, be deemed to assume or be obligated to pay any benefits under any Benefit Plan of Seller or its Affiliates. At Closing, Seller shall pay to Buyer an amount equal to the cash value of earned and unused vacation time under Seller's vacation Benefit Plan as of the Closing Date (the "Specified Field Employees," which term means the Vacation Pay Amount"). Seller shall deliver to Buyer at Closing (a) a copy of Seller's employees at the local storevacation Benefit Plan, 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 (ib) those employed at any a detailed statement of the Closeout Stores Vacation Pay Amount for each of Seller's employees, which Benefit Plan and (ii) statement shall be certified by Seller's Chief Financial Officer as being true, accurate and complete. Such certified statement shall include, for each employee, the amount of the Vacation Pay Amount foregone for each vacation day taken by such employee. Buyer agrees to disburse the Vacation Pay Amount to Seller's former employees promptly following the end of calendar year 1998, or at each employee's option, permit them to take vacation days during calendar year 1998, all in accordance with such certified statement and certified Benefit Plan. Such payments of the Vacation Pay Amount shall be subject to any temporary withholdings required to be made by Buyer under the Code or seasonal employeesany provision of state or local tax law. The Buyer shall have no obligation to employ Nothing in this Section 5.5 or in any other employees provision of the Seller, and shall have no other obligation this Agreement is intended to confer upon any employee of Seller or liability to such employee's legal representative or heirs any employees arising out of the termination by the Seller of the employment rights as a third party beneficiary or otherwise or any remedies of any such employees as a result kind whatsoever under or by reason of this Agreement, or the transactions contemplated hereby, including without limitation any rights to continued employment with Seller or Buyer. All rights and obligations created by this Agreement, all of which obligations and liabilities, if any, shall be Agreement are solely between 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 other Laws. The Buyer's continued employment of the Specified Employees who cease employment with the Seller in accordance with this Subsection 12.2(a) shall not cause such Specified Employees to change or modify any continuing employment relationship that may exist between such Specified Employees and a Licensorparties.

Employees of Seller. (a) The Buyer may, with reasonable notice (a) Prior to the SellerClosing Date, contact such Buyer shall make offers of employment to all Seller employees listed in Schedule 5.11 (the "Transferred Employees"). Such offers of employment shall be at compensation levels which are, in the aggregate, economically similar to the compensation levels which Transferred Employees enjoyed as employees of Seller's employees engaged primarily in the Business as the Buyer may determine for the purpose of discussing the employment of . Additionally, such employees by the Buyer after the Closing, and the Seller will reasonably cooperate with the Buyer in such regard. The Buyer Transferred Employees shall offer employment be entitled 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 same benefits as conferred upon any other employees of comparable rank of Buyer. Buyer agrees to provide to the SellerTransferred Employees who become employees of Buyer credit for service under the existing employee benefit plans in which employees of Buyer are participants (the "Existing Plans"), to the extent permissible under the Existing Plans and shall have to the extent that such Transferred Employees are otherwise eligible to participate, as employees of Buyer, in the Existing Plans, for the purposes of participation, vesting and accrual of benefits; provided, however, that no other obligation credit for service for purposes of participation, vesting or liability accrual of benefits under the Existing Plans will be awarded to any such Transferred Employees under any Existing Plan with respect to any period that is prior to the earliest date that any of Buyer's existing employees arising out have received credit for purposes of participation, vesting or accrual of benefits under such Existing Plan. Buyer further agrees that, to the termination extent possible, it will waive any "pre-existing condition" exclusion or waiting periods that may limit any such Transferred Employee's qualification for coverage under Buyer's standard and customary health benefits and will credit all co-payments and deductions paid 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 Transferred Employees under 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 's plan prior to the Closing or arising as a consequence of the Closing, including, without limitation, (w) wages, salaries, bonuses and toward any other direct compensation, (x) Xxxxx or any Selling Entity's obligations and liabilities under any retirement, deferred compensation, pension, profitapplicable deductible out-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 of-pocket requirements. Buyer shall maintain such 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 benefit levels for a period of at least one (z1) any and all liabilities and obligations arising out of year after the Worker Adjustment and Retraining Notification Act ("WARN") or any similar state Law, the Comprehensive Omnibus Budget Reconciliation Act ("COBRA"), and any other Laws. The Buyer's continued employment of the Specified Closing Date for those Transferred Employees who cease employment remain employed with the Seller in accordance with this Subsection 12.2(a) shall not cause such Specified Employees to change or modify any continuing employment relationship that may exist between such Specified Employees and a LicensorBuyer.

Employees of Seller. The following special provisions regarding Seller's employees supersede any inconsistent provisions of general application in this Agreement. (a) For the period beginning at the Closing and ending at the close of business on December 31, 1996 (the "Employee Lease Period"), Seller shall provide the Subsidiary with the full time use of all of its employees (the "Leased Employees"); provided, Subsidiary, in its discretion may from time to time by notice in writing to Seller designate persons to be excluded from the Leased Employees. 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 Subsidiary shall reimburse Seller for the purpose full amount of discussing its direct costs of employing the employment of such employees by Leased Employees during the Buyer after the Closing, and the Seller will reasonably cooperate Employee Lease Period at rates consistent with the Buyer those 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 effect prior to the Closing or arising (including the cost of all employee benefit plans as defined in Section 3.24 of this Agreement and any costs incurred in connection with the termination of an employee during the Employee Lease Period after the Subsidiary designates that such employee is not to be a consequence Leased Employee). Seller shall use its good faith efforts to maintain for the benefit of the ClosingSubsidiary the good will and services of all of its employees not designated by the Subsidiary as excluded from Leased Employees. (b) Effective January 1, including, without limitation1997, (wi) wages, salaries, bonuses and any other direct compensationSeller shall cease providing the Subsidiary with the use of the Leased Employees, (xii) Xxxxx the Subsidiary may hire any or any Selling Entity's obligations and liabilities under any retirement, deferred compensation, pension, profit-sharing or other employee benefit plan (including, without limitation, all of the Benefit Plans and Multiemployer Plans in accordance with Section 11.1)Leased Employees, (yiii) 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 the Subsidiary shall assume and any other employee benefits or other liabilities relating to Xxxxx or any Selling Entity `s current or former employees or other service providershonor all employment contracts listed on Schedule 1.01(F), and (ziv) the Subsidiary may, but shall not be required to, assume any and all liabilities and obligations arising out collective bargaining agreements of the Worker Adjustment and Retraining Notification Act Seller ("WARN"c) or any similar state LawIf the Closing takes place after December 31, the Comprehensive Omnibus Budget Reconciliation Act ("COBRA")1996, and any other Laws. The Buyer's continued employment of the Specified Employees who cease employment with the Seller in accordance with this Subsection 12.2(asubparagraph 2.05(a) shall not cause such Specified Employees to change or modify any continuing employment relationship that may exist between such Specified Employees be of no effect and a Licensorsubparagraph 2.05(b) shall be effective at the Closing rather than January 1, 1997.