Employment by Buyer. Notwithstanding the foregoing provisions of this Section 4, if (i) there shall be a sale or disposition of all or substantially all the assets of CBCC or a merger, consolidation or reorganization to which CBCC is a party and is not a surviving corporation, (ii) such transaction constitutes a Change of Control and (iii) Executive is offered employment (at substantially the same level of Executive's authority, responsibility, compensation and benefits with CBCC before such sale) with the purchaser or corporation into which CBCC is merged or consolidated, as applicable, or any of its Affiliates ("Buyer") upon consummation of such sale or disposition, then Executive shall not be entitled to the severance compensation as provided in Section 4.a. as a result of such transaction. In any such event, however, Executive shall be entitled to such severance compensation as provided in Section 4.a. if, within twelve months after the date of such transaction, either (1) Executive's employment with the Buyer shall be terminated by the Buyer other than (A) for Cause or (B) on account of Executive's death, Permanent Disability or Retirement, or (2) Executive shall resign from the Buyer for Good Reason. For purposes of this paragraph, the time of a termination of employment or resignation, the definitions of "Permanent Disability," "Retirement," resignation for "Good Reason" and termination for "Cause," and the provisions of Sections 6 and 7 shall be construed with reference to the Buyer instead of with reference to CBCC and/or CBI, as applicable.
Employment by Buyer. The Buyer shall offer, from and after the Closing Date, employment to each Employee who is set forth on the Disclosure Schedule to SECTION 4.13(A) hereto, SUBJECT TO Buyer's customary drug screening procedures; excluding, however, those specific Employees listed on EXHIBIT M hereto (the "EXCLUDED EMPLOYEES"). Buyer covenants and agrees that the position, salary and benefit package provided to each Employee shall be sufficiently similar to that provided by Seller immediately prior to Closing to exempt the parties hereto from any WARN Act notification requirements and Buyer agrees to indemnify and hold harmless Seller from and against any and all Damages incurred by Seller as a result of the Breach of the foregoing covenant. Buyer may refuse to hire any non-Excluded Employee who fails Buyer's drug screening. Notwithstanding the foregoing, this Agreement is being entered into solely for the benefit of the parties hereto, and the parties do not intend that any Employee or any other Person shall be a third-party beneficiary of the covenants of the Buyer or the Seller hereunder. Any Employee who becomes an employee of Buyer on the Closing Date (or such later date as the person becomes an Employee of Buyer in the case of an Employee who is not actively at work on the Closing Date) shall be considered a "
Employment by Buyer. (a) Effective as of the Interim Employment Period Termination Date, Buyer (i) will offer employment to all salaried and non-union hourly Division Employees of Seller at comparable positions and rates of pay and (ii) agrees to hire all of Seller's unionized hourly Division Employees subject to the terms and conditions of the collective bargaining agreements applicable to such employees (the "Transferred Employees"); provided, however that Buyer may terminate, at Buyer's sole discretion and expense, at any time after the Interim Employment Period Termination Date the employment of any Transferred Employee with Buyer provided, that Buyer shall indemnify and hold Seller harmless from and against any claims or causes of action asserted by any Transferred Employees arising from such termination, including, without limitation, any claims for severance benefits. Buyer agrees to offer severance benefits to the Transferred Employees in accordance with Buyer's existing severance plan, giving the Transferred Employees Past Service (as hereinafter defined) credit. For purposes of this Article IV, Transferred Employees shall not include any person on disability (including sick leave, short-term disability and long-term disability), layoff or leave of absence or any retirees, COBRA beneficiaries or vested terminations as of the Interim Employment Period Termination Date provided, however, that Buyer agrees to hire any Division Employees of Seller who as of the Interim Employment Period Termination Date are on disability, layoff or leave of absence as soon as the disability, layoff or leave of absence terminates if such employee would have been entitled to reinstatement at the time he or she is available to return to work in accordance with the Seller's personnel policies in effect at the time of the Closing. Buyer shall not assume responsibility for any Transferred Employee until such employee commences employment with Buyer, except to the extent of the Assumed Liabilities and as provided in the Transition Services Agreement.
(b) Effective as of the Interim Employment Period Termination Date, Buyer shall, without any further responsibility or liability of or recourse to Seller, assume and be solely liable and responsible for any and all of the following Liabilities:
(i) Liabilities arising from the collective bargaining agreements identified on Schedule 4.2(b) hereof;
(ii) workers compensation claims reported after the Interim Employment Period Termination Date related t...
Employment by Buyer. 9.2.1. Buyer (or any of its Affiliates as designated by Buyer) shall extend offers of employment with terms not derogating from those existed with respect to each Transferred Employee as of the date of the letter of intent executed by the parties on May 5, 2009, effective as of the Closing Date to the Transferred Employees. The main employment terms of such offer are listed on Schedule 9.1.
9.2.2. Buyer shall hire all Transferred Employees who accept Buyer’s offer of employment (it being understood that the acceptance of certain Transferred Employees of Buyer’s employment offer is a condition precedent to the consummation of the transactions contemplated by this Agreement as provided in Section 4.2.2.7); provided that nothing in this Agreement shall be construed as granting any of the employees any rights under this Agreement, including the right to employment by Buyer or its Affiliates.
9.2.3. Seller will not take any action that would impede, hinder, interfere or otherwise compete with Buyer’s effort to hire any such employees.
Employment by Buyer. Upon the Closing, Buyer may, but shall have no obligation to, offer employment to any employee of Seller.
Employment by Buyer. Buyer shall have the right to make offers of employment to any employees of Seller, such employment to be effective no earlier than the Closing Date, and shall make offers to at least one-half of Seller's employees as of the date of this Agreement. Notwithstanding anything in this Agreement to the contrary, Buyer shall have complete discretion in determining which employees to hire and will hire such employees at will subject to Buyer's current employment policies and practices, provided however, that Buyer agrees not to terminate any of Seller's employees that accept Buyer's offer of employment for a period of one year after the Closing Date, unless terminated for cause, as reasonably determined by Buyer.
Employment by Buyer. Upon the Closing, Seller will terminate the employment of all of its employees and Buyer will offer employment to each employee of Seller who is both listed on Schedule 3.1(j) and actively employed by the Business as of the Closing Date (i.e., not on long-term disability or other leave) (collectively, the “Employees”). Buyer’s offer of employment to the Employees will be on substantially similar terms and conditions as Seller employs such Employees. Nothing herein, expressed or implied, confers upon any Employee any rights or remedies of any nature or kind, including, without limitation, any rights of employment with Buyer.
Employment by Buyer. The parties contemplate that all persons currently employed by Sellers ("Employees") will, on or promptly after the Closing, be hired by Buyer in substantially the same positions and on substantially the same terms and conditions upon which they are currently employed by Sellers. The parties agree that in the event any Employee currently employed by the Barbados Subsidiary is not so hired by Buyer, or is offered a position of employment with Buyer on terms and conditions different from those under which he or she is currently employed by the Barbados Subsidiary, and such Employee as a result becomes entitled to a severance payment under the Barbados Severance Payment Act (CAP 355A of the Laws of Barbados), Buyer shall be solely responsible for such payment as and when due in accordance with such Act.
Employment by Buyer. The employees of Sellers (i) listed on Schedule 6.1(a)(i) shall be referred to herein as “Business Employees” and (ii) the employees of Sellers listed on Schedule 6.1(a)(ii) shall be referred to herein as “TSA Employees.” Buyers may (in their sole discretion), for a period commencing immediately after the date of this Agreement and ending on the earlier of (x) the date that is sixty (60) days later and (y) the date that is two (2) business days prior to the Closing Date, make an offer of employment in writing to any of the Business Employees, to be effective as of the Closing (but no earlier than the Closing). Buyers may (in their sole discretion), for a period commencing immediately after the date of this Agreement and ending on the date of termination or expiration of the Transition Services Agreement and Transition Supply Agreement, meet with and interview the TSA Employees but shall not be permitted to make an offer of employment to any TSA Employees set forth on Schedule 6.1(a)(iii) until the date that notice is received from Buyers that each of the Transition Services Agreement and Transition Supply Agreement will be terminating within sixty (60) days and such offer shall only be effective upon the completion of the services under the Transition Services Agreement or Transition Supply Agreement in the provision of which such TSA Employee is engaged. Notwithstanding anything in the foregoing to the contrary, nothing in this Agreement shall impose an obligation on any Buyer to offer employment to any employee of the Sellers or offer any specified compensation or other benefits except to the extent expressly provided herein.
Employment by Buyer. Seller acknowledges that it is not imposing on Buyer or the Company any obligation to retain or to employ any employees of the Company Illegibility due to poor condition of original document subsequent to Closing. To the extent any of such employees are employed by Buyer or the Company following the Closing, such employment shall be on terms and conditions determined by Buyer and Buyer shall have no obligation to offer such employees the same or similar wages, salaries or benefits as are paid or provided by the Company prior to the Closing. The Company's employee are subject to no collective bargaining agreements or other contracts with a labor union or otherwise, contingent or otherwise, nor are any employees represented by any labor union.
