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. 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 Seller. 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 Seller are parties or under which any of Seller’s employees or former employees is covered, all of which are included in Excluded Liabilities.
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. (i) Purchaser specifically reserves the right, on or after the date hereof, to employ or reject any of Seller’s employees or other applicants in its sole and absolute discretion. Except as otherwise expressly agreed to herein nothing in this Agreement shall be construed as a commitment or obligation of Purchaser 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.
(ii) 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 Closing Date, and Seller shall collect and pay all Taxes in respect of such wages, salaries, commissions and benefits.
(iii) Seller acknowledges and agrees that Purchaser 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 Seller, or for the benefit of any employees of Seller, including, without limitation, obligations for severance.
Employees, Wages and Benefits. (i) Seller shall terminate all of its employees (excluding Seller's officers: X.
Employees, Wages and Benefits. 6 1.10 Leases..........................................................................................7 1.11 Non-competition Agreements......................................................................7 1.12
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) Employees of the Business shall be terminated as of the Closing Date, and those employees identified in the Transition Plan shall be offered employment with the Buyer. Sellers shall be responsible for making all severance and similar 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) Those employees or other applicants to be hired pursuant to the Transition Plan will be determined by Buyer in consultation with Stockholder. Those employees or applicants who are offered employment following the Closing will be employed on terms and conditions consistent with Parent's standard terms of employment for its employees in similar
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. (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 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 agrees to employ after the Closing all of Seller's employees; provided, however, that nothing in this Agreement shall be construed as a commitment or obligation of Buyer to continue the existing terms of 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. Seller shall retain liability for benefits to all individuals entitled to benefits required to be provided by the continuation health care coverage requirements of Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") and Sections 601 and 607 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or similar state laws as of the Closing, including, without limitation, with respect to any individual entitled to such coverage prior to the Closing.
(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 Employee Program (as defined in Section 2.23 hereof) 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.
