Employees of the Business. (a) Not later than the second Business Day prior to the Closing Date, Buyer shall, subject to the Closing of the Contemplated Transactions, offer employment with the Company, commencing on the Closing Date, to all of the Business Employees. Any such offer shall be made at salaries, pro rated bonus incentive opportunities and wages no less than those currently being paid or made available by Seller, which employment, if accepted, shall become effective as of the Closing Date. Any Business Employee who accepts any such offer of employment is referred to in this Agreement as a “Hired Employee.” To the extent that any Hired Employee receives a portion of his pro rated bonus for 2010 from Seller, such amount shall be credited to Buyer when determining the bonus incentive for such Hired Employee. For a period of two years following the Closing, Buyer shall provide to each Hired Employee who shall remain at the Company, employee benefits programs that are available to employees of Buyer in similarly situated positions. Seller shall not continue to employ any Hired Employee who resigns from employment with Seller and who begins employment with Buyer effective as of the Closing Date. Notwithstanding anything to the contrary in the foregoing or elsewhere in this Agreement, if (i) any Hired Employee now employed in the Seller’s New York office is terminated by Buyer or any Affiliate thereof after the Closing and prior to the first anniversary of the Closing Date, Buyer shall pay to such Hired Employee within ten (10) days of such termination, severance amounts and benefits equivalent to those that Schedule 8.5 indicates Seller would have paid to such Hired Employee in connection with the loss of such Hired Employee’s employment as a result of the Contemplated Transactions (the “Severance Provision”); provided, however, that Buyer shall assume any individual severance agreement between Seller and any such Hired Employee employed in such New York office, as indicated in Schedule 8.5; and (ii) if any Hired Employee now employed in the Parent’s Cincinnati office is terminated by Buyer or any Affiliate thereof after the Closing and (x) prior to the 181st day of such Hired Employee’s employment, Buyer shall pay the Severance Provision to such Hired Employee and Seller shall reimburse Buyer in the full amount of the Severance Provision, or (y) after the 181st day and prior to the 366th day of such Hired Employee’s employment, Buyer shall pay the Severance Provision to such ...
Employees of the Business. During the Restricted Period, Seller, the Principal Owners and their respective Affiliates shall not, directly or indirectly, (i) solicit or encourage any employee or consultant performing services in connection with the Seller Business to leave the employment or retention of Hand MD or any of its Affiliates, or (ii) hire any such employee or consultant who was performing services in connection with the Seller Business and who has left the employment or retention of Hand MD or any of its Affiliates within one (1) year of the termination of such employee’s employment or consultant’s retention with Hand MD or any of its Affiliates.
Employees of the Business. 13.1 It is recorded that all the employees of the Business who were in the Seller's employment on the Effective Date (save for the employees in SCHEDULE 7 who are to remain in the Seller's employ, "the Employees") will be employed by the Purchaser in accordance with the relevant provisions of the Labour Relations Act, 1995 ("the Labour Relations Act") on terms and conditions of employment and employment benefits which will be substantially the same as the terms and conditions and employment benefits which applied to the Employees immediately prior to the Effective Date.
13.2 The Purchaser undertakes to the Seller that it will:
13.2.1 recognise and give effect to the length of service and service record of each of the Employees for the purposes of any awards for long service by the Purchaser at any time after the Effective Date;
13.2.2 assume all the liabilities relating to leave pay and bonus pay and any other incentives or benefits which are not paid monthly and which are due to the Employees, provided that such liabilities are fully provided for in the Effective Date Accounts; and
13.2.3 assume all the liabilities relating to the costs incurred and amounts to be paid in respect of the retrenchment of any of the Employees who are retrenched by the Purchaser after the Effective Date.
13.3 The Purchaser hereby indemnifies and holds the Seller harmless against all the costs referred to in 13.2.2 and 13.2.3 and undertakes forthwith upon receipt of a written request from the Seller, to pay such amount(s) to the Seller, where The Seller has paid any such amount on the Purchaser's behalf.
13.4 The Seller shall remain liable for and shall pay to each of the Employees all amounts which are payable to the Employees up to the termination of his or her service contract with the Seller but excluding any amount referred to in 13.2.2 and 13.2.
Employees of the Business. Unless this Agreement has been terminated in accordance with the provisions of Section 8, except with the prior written approval of an authorized executive officer of Purchaser, Seller hereby covenants that it will not, for period of thirty-six (36) months after the execution of this Agreement, in any manner or capacity, hire or attempt to hire any employee or former employee of the Business or induce or attempt to induce any employee of the Business to terminate his employment with the Purchaser. In the event of a breach of this covenant, the parties agree that the amount of indemnification to be paid by Seller, as the case may be, under the provisions of Section 12 hereof with respect to such breach shall be an amount equal to two times the annual rate of salary being paid the employee or employees in question at the time of the breach.
Employees of the Business. During the Restricted Period, Seller, and the Principal Owners, and their respective Affiliates shall not, directly or indirectly, (i) solicit or encourage any Employee or consultant performing services in connection with the Business to leave the employment or retention of Buyer or any of its Affiliates, or (ii) hire any such Employee or consultant who was performing services in connection with the Business and who has left the employment or retention of Buyer or any of its Affiliates within one (1) year of the termination of such Employee’s employment or consultant’s retention with Buyer or any of its Affiliates.
Employees of the Business. During the Restricted Period, Exxxxxxxx shall not, directly or indirectly, solicit or encourage any Employee or consultant performing services in connection with the Business to leave the employment or retention of the Company.
Employees of the Business. During the Restricted Period, Seller, the Principal Owners (other than Thor Associates, Inc.) and their respective Affiliates shall not, directly or indirectly, (i) solicit or encourage any Employee or consultant performing services in connection with the Focus Factor Business to leave the employment or retention of Buyer or any of its Affiliates, or (ii) hire any such Employee or consultant who was performing services in connection with the Focus Factor Business and who has left the employment or retention of Buyer or any of its Affiliates within one (1) year of the termination of such Employee’s employment or consultant’s retention with Buyer or any of its Affiliates.
Employees of the Business. Schedule 3.11 sets forth the names and current compensation of all employees of the Seller who are now working primarily in the Business (the "Employees"). Except as set forth on Schedule 3.11, Seller has not received a copy of any agreement to which an Employee is a party which would adversely affect the performance of his (or her) duties as an employee of the Buyer.
Employees of the Business. (a) All current and former employees and consultants of the Seller Group in relation to the SPR Business are under written obligation to the relevant Group Company, as applicable, to maintain in confidence all confidential or proprietary information acquired by them in the course of their employment or service during such employment or service and for a reasonable period thereafter and to assign to the relevant Group Company, all inventions made by them within the scope of their employment or service. Immediately prior to the Closing, all confidential or proprietary information assigned by current and former employees and consultants of any Seller Group Member in relation to the SPR Business, to the extent related to the Assets, PRC IP Rights and Relevant IP Rights, have been assigned by the relevant Group Company to the Seller or CytoTrend WFOE. To the knowledge of the Seller Parties, no current or former employee or consultant of the Seller Parties in relation to the SPR Business is in violation of any term of any employment agreement, patent disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer restricting the right of any such person or entity to be employed or otherwise engaged by CMED, CMED Sub, or any Seller Party because of the nature of the SPR Business or the use of trade secrets or proprietary information of others.
(b) Section 3.15(b) of the Disclosure Schedule contains a true, complete and correct list setting forth (i) the names, job descriptions/titles, current compensation rate (including but not limited to salary, commission and bonus compensation, and withholdings (including social insurance and social housing withholding)), date of hire, vacation accrual rate and accrued vacation time of the employees and consultants of the SPR Business (“Employees”), and (ii) the amounts of any and all 13th month bonuses, annual wage supplements or similar bonuses. No Seller Group Member has received notice from any Employee that he or she is terminating his or her employment or consultancy with the Seller Group or the SPR Business, and to the knowledge of the Seller Parties, no Employee intends to terminate his or her employment or consultancy with the Seller Group or the SPR Business, as the case may be, except as specifically required pursuant to this Agreement.
Employees of the Business. The Purchaser shall, on Closing, offer employment to each employee of the Vendor (other than the employees listed in Part 1 of Schedule 12 attached hereto) at the same wage and benefits, and on such other employment terms, as such employee was employed by the Vendor on the date of this Agreement. In furtherance of the foregoing, the Purchaser shall assume on Closing the Vendor’s obligations to applicable hired employees pursuant to their respective employment agreements listed in Part 2 of Schedule 12 attached hereto. The Vendor shall use commercially reasonable efforts and actively cooperate with the Purchaser in its efforts to employ such employees and shall provide all relevant information about the terms of employment of the employees as the Purchaser may reasonably request provided that the Vendor shall not incur any financial costs in respect thereof. The Purchaser shall become a successor employer in respect of all such employees hired by the Purchaser and shall pay to such employees when due, all amounts payable to them on and after the Closing Date whether such amounts accrued before, on or after the Closing Date.
