Employees, Wages and Benefits. (i) Seller shall terminate all of its employees effective as of the Closing Date and Buyer shall not assume or have any obligations or liabilities with respect to such employees or such terminations, including, without limitation, any severance obligation. Seller acknowledges and agrees that Buyer has the right to interview and discuss employment terms and issues with such employees prior to and after the Closing.
(ii) Buyer specifically reserves the right, on or after the Closing Date, to employ or reject any of Seller's employees or other applicants in its sole and absolute discretion; provided that Buyer shall provide to Seller a list of employees to whom Buyer intends to offer employment at least three (3) business days prior to the Closing. Nothing in this Agreement shall be construed as a commitment or obligation of Buyer to accept for employment, or otherwise continue the employment of, any of Seller's employees, and no employee shall be a third-party beneficiary of this Agreement.
(iii) Seller shall pay all wages, salaries, commissions, and the cost of all fringe benefits provided to its employees which shall have become due for work performed as of and through the day preceding the Closing Date, and Seller shall collect and pay all Taxes in respect of such wages, salaries, commissions and benefits.
(iv) Seller acknowledges and agrees that Buyer shall not acquire any rights or interests of Seller in, or assume or have any obligations or liabilities of Seller under, any benefit plans maintained by, or for the benefit of any employees of Seller prior to the Closing Date, including, without limitation, obligations for severance or vacation accrued but not taken as of the Closing Date.
Employees, Wages and Benefits. (i) Seller’s only employee is Rxxxxxxxx Price. Seller shall terminate Rxxxxxxxx Price as an employee effective as of the Closing Date and neither Parent nor Purchaser shall assume or have any obligations or liabilities with respect to such employee, including, without limitation, any severance obligation.
(ii) Parent shall enter into an employment agreement with Rxxxxxxxx Price, substantially in the form of Exhibit A hereto, (the “Employment Agreement”).
(iii) Seller shall pay all wages, salaries, commissions, and the cost of all fringe benefits provided to its employee which shall have become due for work performed as of and through the date hereof, and Seller shall collect and pay all Taxes in respect of such wages, salaries, commissions and benefits.
(iv) Seller acknowledges and agrees that neither Parent nor Purchaser shall acquire any rights or interests of Seller in, or assume or have any obligations or liabilities of Seller under, any benefit plans maintained by Seller, or for the benefit of the employee of Seller, including, without limitation, obligations for severance.
Employees, Wages and Benefits. (a) All employees of each Seller related to the Business are set forth on SCHEDULE 1.13. In each case such Schedule includes the current job title and aggregate annual compensation of each individual. Buyer shall not assume or have any obligations or liabilities with respect to any employees of Sellers who ordinarily work outside the United Kingdom immediately prior to the Closing or any spouse or other beneficiaries of such employees for periods prior to the time of hire by Buyer in connection with the Closing (Section 1.13(f) below applies in relation to such employees of the Sellers who ordinarily work in the United Kingdom immediately prior to the Closing (the "UK Employees"). Except as provided in this Section 1.13, Buyer will offer employment to all such employees as at will employees, at substantially the same salary as previously provided by the respective Seller, and will employ such employees, provided that each such employee agrees to be so hired, and, as a condition of employment, to execute Buyer's standard form of Proprietary Information and Inventions Agreement (as modified to reflect any changes required by or appropriate under California or other applicable law) and such other agreements as Buyer deems reasonably necessary to conduct its business. It is understood that the employment of the employees of the Business that accept Buyer's offer of employment will not commence until immediately following the close of business on the Closing Date, except (i) the employment of H1B Employees (as defined in Schedule D of the Transition Services Agreement referenced in Section 5.1(h) of this Agreement) will become effective pursuant to Schedule D of the Transition Services Agreement; and (ii) that the employment of individuals receiving short-term disability benefits or an approved leave of absence on the Closing Date will become effective as of the date they present themselves for work with Buyer immediately upon the termination of the short-term disability benefits or approved leave of absence, respectively; provided that nothing herein shall require Buyer to employ any employee who does not report for work before or at the conclusion of an authorized short term disability leave of absence or other authorized leave of absence, provided further, that a leave of absence shall be considered to be "authorized" if it is authorized by law or was authorized by a Seller pursuant to such Seller's disability leave of absence or other leave of absence polic...
Employees, Wages and Benefits. Buyer shall have no obligation to offer employment to any persons who, as of the Closing Date, are employed in the operation of the Business or otherwise by Sellers. Buyer shall not be obligated under and hereby specifically disclaims any assumption of any liability with respect to any employee benefit plan policy, plant closing obligation, practice or agreement including but not limited to group health, post-retirement medical or life insurance benefits, severance benefits, qualified retirement plans, non-qualified plans to which Sellers are parties or under which any of Sellers’ employees or former employees is covered, all of which are included in Excluded Liabilities.
Employees, Wages and Benefits. 6 1.10 Leases..........................................................................................7 1.11 Non-competition Agreements......................................................................7 1.12
Employees, Wages and Benefits. (a) Sellers shall terminate all employees of the Xxxx Le Xxxx Business and shall be responsible for making all severance payments to such employees to which such employees may be entitled in respect of such terminations. Buyer shall not assume or have any obligations or liabilities with respect to such employees or such terminations.
(b) Buyer specifically reserves to itself the right to employ or reject any of Sellers' employees or other applicants in its sole and absolute discretion. Each Seller acknowledges and agrees that Buyer may interview and discuss employment terms and issues with its employees. Nothing in this Agreement shall be construed as a commitment or obligation of Buyer to accept for employment, or otherwise continue the employment of, any of Sellers' employees.
(c) Each Seller shall pay all wages, salaries, commissions, and the cost of all fringe benefits, including accrued vacation pay to the Closing Date, to which each employee of the Xxxx Le Xxxx Business employed by it shall be entitled which shall have become due by reason of his or her employment through the day on which such employee is terminated, and such Seller shall collect and pay all taxes in respect of such wages, salaries, commissions and benefits.
(d) Each Seller acknowledges and agrees that Buyer is not assuming and shall not have any obligations or liabilities under, any benefit plan maintained by or for the benefit of employees of, the Xxxx Le Beau Business, including without limitation obligations for severance pay benefits or vacation pay for vacation time accrued but not taken as of the Closing Date.
Employees, Wages and Benefits. 30 SECTION 7. CONDITIONS......................................................30 7.1 Conditions to Each Party's Obligations................30 7.2 Conditions to the Obligations of Buyer................31 7.3 Conditions to the Obligations of Seller...............33
Employees, Wages and Benefits. 5 1.11 Stockholders' Representatives............................... 6 SECTION 2.
Employees, Wages and Benefits. (a) Seller shall terminate all employees of the Business and shall be responsible for making all severance payments to such employees in respect of such terminations. Buyer shall not assume or have any obligations or liabilities with respect to such terminations.
(b) Buyer currently intends to offer employment to, and to attempt to employ, those employees of Seller listed on Schedule 1.10(b) upon compensation ---------------- terms substantially similar to those set forth on Schedule 1.10
Employees, Wages and Benefits. (a) Seller shall be responsible for the employ of all employees of the Nu Hair and Shen Min Brands as of or prior to the Closing and shall be responsible for making all compensation and any severance payments, to which such employees may be entitled. Buyer shall not assume or have any obligation or liability with respect to such employees or any termination of such employees.
(b) Except as provided in Section 1.12 hereof, nothing in this Agreement shall be construed as a commitment or obligation of Buyer to accept for employment, otherwise continue the employment of, or enter into any kind of consulting relationship with, any of Seller’s employees.
(c) Seller acknowledges and agrees that Buyer is not assuming and shall not have any obligations or liabilities under, any benefit plan maintained by or for the benefit of employees of, the Nu Hair and Shen Min Brands, including without limitation obligations for severance pay benefits or vacation pay for vacation time accrued but not taken as of the Closing Date.
