Employment by Purchaser Sample Clauses

Employment by Purchaser. Purchaser agrees that an offer of employment will be made to certain of the Seller's or Seller's Affiliates' active employees working for the Business on the Applicable Closing Date who are listed in Schedule 5.14(a) of the Seller's Disclosure Letter, effective on such date and who are selected by Purchaser immediately prior to the Applicable Closing Date. Purchaser will be responsible for selecting from the employees specified in Schedules 5.14(c) and (d), respectively, of the Seller's Disclosure Letter a suitable number of employees to operate the Business, and will offer such employees compensation and benefit programs with the intent to induce such persons voluntarily to agree to leave the Seller's employment and become employees of Purchaser. All such persons who may accept employment with Purchaser are hereinafter referred to as "EMPLOYEES." Each such person offered employment on the Applicable Closing Date shall be offered employment at equal to or greater than his or her rate of monthly or hourly compensation in effect on the Applicable Closing Date together with employee benefits generally available to Purchaser's other employees with comparable years of service and rate of pay. For all applicable employee benefit purposes, Purchaser shall give each such Employee credit for his or her prior service with the Seller and Seller's Affiliates as shown in Schedules 5.14(a), (c) and (d) of the Seller's Disclosure Letter. Purchaser shall be responsible for and shall indemnify the Seller from and against any and all liability under the Worker Adjustment and Retraining Notification Act, in the event Purchaser fails or refuses to offer employment to a sufficient number of the Seller's employees to avoid liability under the act.
Sample 1
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Employment by Purchaser. (i) The Purchaser shall offer employment to all employees of the Seller and its Affiliates who are assigned to the Company or any Company Subsidiary immediately prior to the Closing. Upon the Closing, the Seller and its Affiliates shall release from such employment all such employees of the Seller and its Affiliates who have accepted an employment offer from the Purchaser and the Company and the Company Subsidiaries shall cease to be participating employers in all Employee Benefit Plans sponsored or maintained by the Seller and its Affiliates. Upon the Closing, the Purchaser shall cause the Company and each Company Subsidiary to retain as an "at will" employee each person then employed by the Company or any Company Subsidiary (all such persons, including those hired by the Purchaser pursuant to the first sentence of this Section 12.1 being hereinafter referred to as the "Employees") at a base salary not less than, and with employee benefits which are, in the reasonable judgment of Purchaser, substantially comparable in the aggregate to those received by such Employee immediately prior to the Closing, and at a principal business location that does not increase any Employee's one-way commuting distance by more than 50 miles. Prior to the Closing, Purchaser shall be afforded reasonable opportunity to interview such Employees as it deems appropriate to assist in its evaluation of the level of importance of those Employee Benefit Plans offered by Exelon and the selection of those plans to be offered after Closing; provided, however, that the Purchaser shall not ask for any information that would be protected by HIPAA if it were requested from a health care plan or any similar or related information, including any information concerning any medical condition or history, or any other information of any kind that would not be lawful to request from an applicant for employment or a current employee. Without limiting the foregoing, from and after the Closing, each Employee shall be eligible for participation in the Employee Benefit Plans maintained by the Purchaser and as in effect from time to time (the "Purchaser Plans"), which plans shall include a medical benefit plan and a pension or savings plan. The Employees shall be subject to any eligibility conditions contained in the Purchaser Plans (including, but not limited to, exclusion from eligibility by reason of being covered under a collective bargaining agreement), except that with respect to life, health and d...
Sample 1
Employment by Purchaser. Purchaser shall employ all employees, inclusive of those on disability or leave as at the Closing Date upon their completed leave or approval to return to work, of Sellers connected with the workers compensation business being purchased by Purchaser on and after the Closing Date who are identified on Schedule 7.7(a) (transferred employees). Notwithstanding the foregoing, nothing herein shall be deemed to require Purchaser to continue to employ any such transferred employee for any specific period of time after the date of employment.
Sample 1
Employment by Purchaser. The parties agree that each of the ----------------------- Employees identified on Schedule 6.1 (a) who continues to be on the employment rolls of DMPC as of the Closing Date will be offered employment by Purchaser beginning as of the Closing Date. Purchaser's intent is that each such Transferred Employee will be continued in his or her employment for a minimum period of one (1) year from the Closing Date; provided, however, that the parties acknowledge that Purchaser's ability to continue such Employee's employment will be subject to market and business conditions and nothing contained herein shall be construed as obligating Purchaser to continue the employment of any such Employee for any minimum period of time if it is not, in Purchaser's discretion, reasonably practicable to do so under prevailing market and business conditions.
Sample 1
Employment by Purchaser. Purchaser agrees that an offer of employment will be made to all of the Selling Entities' active employees, and those on authorized leave, working for the Business on the Closing Date, effective on such date. All such persons who may accept such employment are hereinafter referred to as "EMPLOYEES." Each such person offered employment on the Closing Date shall be offered employment at his or her rate of monthly or hourly compensation in effect on the Closing Date together with employee benefits generally available to Purchaser's other employees with comparable years of service and rate of pay. For all applicable employee benefit purposes, Purchaser shall give each such Employee credit for his or her prior service with the Selling Entities or their Affiliates as shown in Schedule 5.14(a) of the Selling Entities' Disclosure Letter. Purchaser shall be responsible for and shall indemnify the Selling Entities from and against any and all liability under the Worker Adjustment and Retraining Notification Act, in the event Purchaser fails or refuses to offer employment to a sufficient number of the Selling Entities' employees to avoid liability under the act.
Sample 1

Related to Employment by Purchaser

  • Employment by Subsidiary For purposes of this Agreement, the Executive’s employment with the Company shall not be deemed to have terminated solely as a result of the Executive continuing to be employed by a wholly-owned subsidiary of the Company.

  • Assignment by Executive This Agreement shall inure to the benefit of and be enforceable by the Executive's executor and/or administrators, heirs, devisees, and legatees. If the Executive should die while any amount would be payable to Executive hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's estate. Executive's rights hereunder shall not otherwise be assignable.

  • No Assignment by Executive Executive warrants and represents that no portion of any of the matters released herein, and no portion of any recovery or settlement to which Executive might be entitled, has been assigned or transferred to any other person, firm or corporation not a party to this Agreement, in any manner, including by way of subrogation or operation of law or otherwise. If any claim, action, demand or suit should be made or instituted against the Company or any other Releasee because of any actual assignment, subrogation or transfer by Executive, Executive agrees to indemnify and hold harmless the Company and all other Releasees against such claim, action, suit or demand, including necessary expenses of investigation, attorneys’ fees and costs. In the event of Executive’s death, this Agreement shall inure to the benefit of Executive and Executive’s executors, administrators, heirs, distributees, devisees, and legatees. None of Executive’s rights or obligations may be assigned or transferred by Executive, other than Executive’s rights to payments hereunder, which may be transferred only upon Executive’s death by will or operation of law.

  • Assignment by Purchaser The Purchaser shall have the right, without the consent of the Company but subject to the limit set forth in Section 2.02 hereof, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment and Assumption Agreement and the assignee or designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee.

  • Acknowledgment by Executive The Executive acknowledges and confirms that (a) the restrictive covenants contained in this Article 6 are reasonably necessary to protect the legitimate business interests of the Company, and (b) the restrictions contained in this Article 6 (including without limitation the length of the term of the provisions of this Article 6) are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. The Executive further acknowledges and confirms that his full, uninhibited and faithful observance of each of the covenants contained in this Article 6 will not cause him any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair his ability to obtain employment commensurate with his abilities and on terms fully acceptable to him or otherwise to obtain income required for the comfortable support of him and his family and the satisfaction of the needs of his creditors. The Executive acknowledges and confirms that his special knowledge of the business of the Company is such as would cause the Company serious injury or loss if he were to use such ability and knowledge to the benefit of a competitor or were to compete with the Company in violation of the terms of this Article 6. The Executive further acknowledges that the restrictions contained in this Article 6 are intended to be, and shall be, for the benefit of and shall be enforceable by, the Company’s successors and assigns.

  • Employment by the Company Executive agrees to be employed by the Company during the Term upon the terms and subject to the conditions set forth in this Agreement. Executive shall serve as an executive of the Company and shall have such duties as may be prescribed by the Company and shall serve in such other and/or additional position(s) as the Company may determine from time to time.

  • Assignment by the Executive This Agreement will inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amount would still be payable to him hereunder had he continued to live, all such amounts, unless otherwise provided herein, will be paid in accordance with the terms of this Agreement to the Executive’s Beneficiary. If the Executive has not named a Beneficiary, then such amounts will be paid to the Executive’s devisee, legatee, or other designee, or if there is no such designee, to the Executive’s estate, and such designee, or the Executive’s estate will be treated as the Beneficiary hereunder.

  • Assistance by Executive During the period of Executive’s employment by Company and thereafter, Executive shall assist Company and its nominee, at any time, in the protection of Company’s (or its affiliates’) worldwide right, title and interest in and to Work Product and the execution of all formal assignment documents requested by Company or its nominee and the execution of all lawful oaths and applications for patents and registration of copyright in the United States and foreign countries.

  • Assignment by Buyer Buyer shall have the right to assign this Agreement to any third party or parties and no consent on the part of Seller shall be required for such assignment, provided however, that any such assignment shall not relieve Buyer of its liabilities and obligations hereunder.

  • Termination by Executive The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

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