Employees of the Business Sample Clauses

Employees of the Business. (a) Within three (3) Business Days after the date hereof, Sellers shall provide Buyer with the performance appraisals and disciplinary records of each Seller’s Business Employees for the last three (3) years. At least three (3) Business Days prior to the Closing Date, Buyer shall provide Sellers with notice of its staffing level requirements (which Buyer may determine in its sole discretion) for Sellers’ salaried Business Employees, listed by name, job classification, and operating facility, and Buyer shall offer employment to that number of salaried Business Employees, with each such offer conditioned on the closing of the transactions contemplated hereby and satisfactory completion of all of Buyer’s standard hiring requirements. Buyer intends to conduct open hirings to fill any other employee needs (including salaried and hourly positions) it may have in connection with its ownership or operation of the Purchased Assets. Business Employees who are not offered employment by Buyer pursuant to the second sentence of this Section 6.04(a) or who do not accept such offers of employment by Buyer will be terminated by Sellers no later than the Closing Date (“Terminated Employees”). Business Employees of a Seller who are offered and accept employment with Buyer, and who satisfy all of Buyer’s customary hiring requirements, will hereinafter be referred to as “Hired Employees”. (b) All offers of employment by Buyer to Business Employees shall be made in accordance with all applicable federal, state, and local laws, and regulations. (c) All terms and conditions of employment for Hired Employees will be established solely by the Buyer. (d) Sellers shall remain responsible for paying Business Employees for: (a) all salary, wages, accrued vacation benefits, overtime, holiday compensation, and a pro rata portion of any bonuses or incentive compensation that were earned for time worked for the applicable Seller prior to the Closing Date; and, (b) all workers’ compensation, disability benefits, or other insurance benefits for which entitlement to payment is based upon events occurring on or prior to the Closing Date. (e) Sellers shall be responsible for extending continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) to all employees and former employees, and qualified beneficiaries of such employees and former employees, who become or became entitled to such COBRA continuation coverage on or before Closing Date by reason of the occurrenc...

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. 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. 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. 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. (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. (a) On or before the Closing Date, Xxxxxxxxx shall offer employment, commencing as of the Closing (as defined in Section 4.1), to each employee of Fansteel employed primarily connection with the Business, as listed on the Employee List (whether salaried or hourly, union or non-union and full time or part time, including the three employees not currently active, with two on short-term disability leave and one on leave under the Family Medical Leave Act, but excluding employees on long-term disability), on substantially the same terms and for the same rate of pay to which they are entitled to on the date hereof and shall provide the same retirement plans offered by Xxxxxxxxx to its newly hired employees (provided, however, Xxxxxxxxx'x plans shall give such employees credit for service under the retirement plans of the Washington Division for eligibility and vesting purposes), at which time Fansteel will no longer employ each of those identified employees. For purposes of this Section 7.1, references to "pay" shall include base pay plus any commission, bonus or incentive pay. Xxxxxxxxx shall offer such employees health and other welfare benefits which in the aggregate are consistent with benefits offered by the Washington Division or at least as favorable in terms of coverage, cost or otherwise as the comparable health and welfare benefits offered by Xxxxxxxxx to its other employees. Such employees and their dependents shall receive credit under health and welfare plans for deductibles paid by them for the plan year and the health and welfare plans of Xxxxxxxxx shall not contain any "pre-existing conditions" exclusions or limitations or "actively at work" requirement. Fansteel agrees not to discourage any employees of the Washington Division involved in the operation of the Business who are not otherwise involved in the other businesses of Fansteel from accepting employment with Xxxxxxxxx. Notwithstanding any provision contained to the contrary, employees covered by the Washington CBA shall be subject to the terms and conditions of employment contained in the Washington CBA which shall be assumed by Xxxxxxxxx. (b) After the execution and delivery of this Agreement, but before the occurrence of the Closing, Xxxxxxxxx may request that certain of the employees of Fansteel listed on Exhibit A who have specific knowledge of the Washington Division's products, manufacturing practices, customers or other know how sign confidentiality agreements, in the form attached...

Employees of the Business. During the Restricted Period, the Holder shall not, directly or indirectly, hire or solicit (other than on behalf of the Company and in accordance with this Agreement) any employee of the Company, New Institute or any Subsidiary (or any person who was an employee thereof on or after the date hereof) or encourage any such employee to leave such employment.