Employment of Certain Employees Sample Clauses

Employment of Certain Employees. In furtherance of the covenant set forth in the first sentence of Section 6.2(a), Buyer shall offer, or shall cause one of its affiliates to offer, to each Robotic Tape Employee who is, as of the Closing Date, employed in the Robotic Tape Businesses conducted by Seller, continued employment on substantially the same terms and conditions as applied to such Robotic Tape Employee as of the Closing Date. Buyer shall reimburse Seller for all costs of severance pay and benefits if any, to which an employee of the Company is entitled, which are incurred with respect to any such Robotic Tape Employee who fails for any reason to become an employee of Buyer or one of its affiliates as of the Closing Date (whether through a failure of Buyer to make an offer complying with the foregoing, a refusal of such Robotic Tape Employee to accept such offer, or otherwise). Effective as of the Closing Date, the Robotic Tape Employees listed on Schedule 6.2(b) shall be transferred from the payroll of Seller to the payroll of Buyer or one of its affiliates, and Buyer or one of its affiliates shall assume and be responsible for all liabilities and obligations of Seller under the memoranda of understanding governing the terms and conditions of employment of such Robotic
Sample 1
Employment of Certain Employees. Prior to Closing, the Parent shall deliver to the Seller a written notice (the "Transferred Employee List") identifying each of the Employees to whom the Buyer intends to make an offer of employment (the "Transferred Employees"). The Transferred Employee List shall also identify the Transferred Employees the Parent designates as "key employees" (the "Key Employees"). This
Sample 1
Employment of Certain Employees. (a) Parent shall make after Closing an offer of employment to each of the Division Employees listed on Schedule 4.5 (the “Transferred Employees”), including without limitation Mxxxx (Mxxx) Sxxxxxxx and Jxxxx Xxxxxxxx (the “Key Employees”). This Section 4.5 shall not prohibit Parent or the Buyer from modifying, increasing or decreasing wages and benefits provided to any Transferred Employee or to Transferred Employees in general after the Closing Date or from terminating any Transferred Employee after the Closing Date; provided, however, all Transferred Employees covered by the CBA shall be employed pursuant to the terms of the CBA. The Seller shall use reasonable efforts to assist Parent and/or the Buyer in hiring each Transferred Employee. The Seller shall not take any action, directly or indirectly, to prevent or discourage any such Transferred Employee from being employed by Parent or the Buyer, as the case may be, as of the Closing Date and shall not solicit, invite or induce or entice any such Transferred Employee to remain in the employ of the Seller or otherwise attempt to retain the services of any such Transferred Employee, except with the prior written consent of the Parent. Effective upon the Closing Date, the Seller hereby waives, for the benefit of Parent and the Buyer, any and all restrictions in any oral or written agreement with any Transferred Employee who Parent or the Buyer hires, relating to (i) non-competition with the Seller subsequent to termination of employment therewith or (ii) the maintenance of confidentiality of any information for the benefit of the Seller, but only to the extent such information is related to the Assets, the Business or Parent’s or the Buyer’s unrestricted enjoyment of the benefits thereof. (b) Seller shall take such actions as are necessary to cause the accounts or benefits of the Transferred Employees under any Plan maintained by Seller which is qualified under Code Section 401(a) to be 100% vested and, if the respective Transferred Employee requests, distributable within a reasonable period following the Closing Date and receipt of such request in accordance with the provisions of the Plan. If requested by Parent, Seller shall take such actions as are necessary to allow such Transferred Employees upon their request to rollover any loan notes included as part of such accounts or benefits, to the extent permitted under such a qualified Plan of Seller, to a qualified retirement plan of Parent. Further, Seller...
Sample 1
Employment of Certain Employees. Buyer agrees to offer employment to the following persons, each of whom is listed on Schedule 6-A, employed by Sellers as of October 16, 1996, from and after the Closing, on terms and conditions satisfactory to Buyer in its sole discretion: (a) 95 employees, or such lesser number of employees employed by Sellers on the date immediately prior to the Closing Date, at the Erlanger factory; (b) 270 employees, or such lesser number of employees employed by Sellers on the date immediately prior to the Closing Date, at the Knoxville factory; (c) 630 employees, or such lesser number of employees employed by Sellers on the date immediately prior to the Closing Date, at the Somerset factory; and (d) such other employees as are specified on Schedule 6-A (as it may be amended by Buyer through the Closing Date).
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Employment of Certain Employees. Those employees of the Business set forth on Schedule 7.19 hereto to whom the Buyer shall have offered employment commencing as of the Closing shall have accepted such offers of employment.
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Employment of Certain Employees. Section 6.2
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Employment of Certain Employees 
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Related to Employment of Certain Employees

  • Certain Employees (a) Each of the following is included in the list of agreements set forth in the Disclosure Schedule: all collective bargaining agreements, employment and consulting agreements, bonus plans, deferred compensation plans, employee pension plans or retirement plans, employee profit-sharing plans, employee stock purchase and stock option plans, hospitalization insurance, and other plans and arrangements providing for employee benefits of employees of the Seller. (b) The Disclosures Schedule contains a true, complete and accurate list of the following: the names, positions, and compensation of the present employees of the Seller, together with a statement of the annual salary payable to salaried employees and a summary of the bonuses and description of agreements for additional compensation and other like benefits, if any, paid or payable to such persons for the period set forth in the Disclosure Schedule. Except as listed in the Disclosure Schedule, to the best of Seller's knowledge, all employees of Seller are employees-at-will. (c) Seller has no retired employees who are receiving or are entitled to receive any payments, health or other benefits from Seller.

  • in Employment If the total value of this contract is in excess of $10,000, Pur- chaser agrees during its performance as follows:

  • Certain Employee Matters (a) Purchaser has delivered to Seller a list (the "Prospective Employee List") containing the names of all persons who are actively employed by Seller in connection with the Acquired Business to whom Purchaser intends to offer employment (each a "Prospective Employee" and, collectively, the "Prospective Employees"). Seller shall use commercially reasonable efforts to assist Purchaser in obtaining the employment of the Prospective Employees. (b) Effective on such date as mutually agreed between Purchaser and Seller , each Prospective Employee who accepts an offer of employment by Purchaser and thereafter commences such employment shall become an employee of Purchaser. (c) Seller shall, from January 1, 1998 to the Closing Date, accrue bonuses and commissions of Seller's employees consistent with past practices. (d) Seller shall be solely responsible for and shall pay and fund in full to all of its employees and contractors all compensation, incentive payments, bonuses, retirement annuities, deferred compensation, profit sharing benefits, stock incentives and any accrued sick pay, vacation pay and severance pay accrued through to and including the Closing Date for which Seller is obligated under any Contract or Employee Benefit Plan, or under any personnel or employee manual or policy or under any law or regulation, and Seller shall satisfy all other obligations to such employees accrued through to and including the Closing Date, including without limitation all required withholding tax liabilities and tax deposits. Except as expressly provided herein, no such responsibility or obligation shall constitute an Assumed Purchaser Liability in any way whatsoever. Seller agrees not to accelerate or change the terms of any employee loan as a result of the change of employer for so long as such employees are employed by Purchaser. Seller shall be solely responsible for satisfying any obligations resulting from the consummation of the transactions contemplated by this Agreement under Section 4980B(f) of the Code with respect to continuation of group medical coverage with respect to its respective employees. (e) Except as may otherwise be provided in the Transitional Agreement, Purchaser is not assuming, nor shall it have any responsibility whatsoever for the continuation of, or any liabilities under or in connection with, any Employee Benefit Plan or any employment contract, collective bargaining agreement, severance or retirement arrangement. Purchaser is not, and shall not be deemed to be, a successor employer to Seller with respect to any Employee Benefit Plan; and no plan adopted or maintained by Purchaser after the Closing is or shall be deemed to be a "successor plan," as such term is defined in Section 4021(a) of ERISA, of any Employee Benefit Plan. No assets held under any Employee Benefit Plan shall be transferred to Purchaser or to any plan adopted or maintained by Purchaser. Except as specifically set forth herein, Purchaser shall not be obligated to assume or continue any term or condition of employment currently or previously promised or maintained by Seller with regard to its current, former or retired employees or contractors, and shall not be responsible for any debt, payment, obligation, claim, liability or agreement which relates to or arises from Seller's employment (or termination of employment) of, or contract (or termination of contract) with its current, former or retired employees, regardless of whether such employees are offered employment by Purchaser. (f) Neither Purchaser nor Seller intend this Agreement to create any rights or interests, except as between Purchaser and Seller, and no present, former or future employee or contractor of Purchaser or Seller shall be treated as a third party beneficiary in or under this Agreement

  • Certain Employee Payments The Company is not a party to any employment agreement which could result in the payment to any current, former or future director or employee of the Company of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement, whether or not (i) such payment, acceleration or provision would constitute a “parachute payment” (within the meaning of Section 280G of the Code), or (ii) some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered.

  • Absence of Certain Company Control Person Actions or Events To the Company's knowledge, none of the following has occurred during the past five (5) years with respect to a Company Control Person: (1) A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such Company Control Person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; (2) Such Company Control Person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) Such Company Control Person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: (i) acting, as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, any other Person regulated by the Commodity Futures Trading Commission ("CFTC") or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; (4) Such Company Control Person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such Company Control Person to engage in any activity described in paragraph (3) of this item, or to be associated with Persons engaged in any such activity; or (5) Such Company Control Person was found by a court of competent jurisdiction in a civil action or by the CFTC or SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the CFTC or SEC has not been subsequently reversed, suspended, or vacated.

  • Non-Discrimination in Employment All solicitations or advertisements for employees placed 25 by or on behalf of CONTRACTOR shall state that all qualified applicants will 26 receive consideration for employment without regard to race, religious creed, 27 color, national origin, ancestry, physical disability, mental disability, 28 medical condition, genetic information, marital status, sex, gender, gender 1 identity, gender expression, age, sexual orientation, military and veteran 2 status or any other protected group in accordance with the requirements of all 3 applicable Federal or State laws. Notices describing the provisions of the 4 equal opportunity clause shall be posted in a conspicuous place for employees 5 and job applicants.

  • No New Employees New employees shall not be hired until those laid off have been given an opportunity of recall.

  • Certain Benefits Executive will be eligible to participate in all employee benefit programs established by Employer that are applicable to management personnel such as medical, pension, disability and life insurance plans on a basis commensurate with Executive’s position and in accordance with Employer’s policies from time to time, but nothing herein shall require the adoption or maintenance of any such plan.

  • Non-Employment of COUNTY Personnel 2.1.1 A-E agrees that it will neither negotiate, offer, or give employment to any full-time, regular employee of COUNTY in professional classifications of the same skills required for the performance of this CONTRACT who is involved in this Project in a participatory status during the life of this CONTRACT regardless of the assignments said employee may be given or the days or hours employee may work. 2.1.2 Nothing in this CONTRACT shall be deemed to make A-E, or any of A-E’s employees or agents, agents or employees of the COUNTY. A-E shall be an independent contractor and shall have responsibility for and control over the details and means for performing the work, provided that A-E is in compliance with the terms of this CONTRACT. Anything in the CONTRACT which may appear to give COUNTY the right to direct A-E as to the details of the performance of the work or to exercise a measure of control over A-E shall mean that A-E shall follow the desires of COUNTY, only in the results of the work.

  • Former Employees All Employees terminating service with the Employer during the Plan Year and who have satisfied the eligibility requirements based on the terms of the Employer's accumulated benefits plans checked below (select all that apply; leave blank if no exclusions): a. [ ] The Former Employee must be at least age (e.g., 55) b. [ ] The value of the sick and/or vacation leave must be at least $ (e.g., $2,000) c. [ ] A contribution will only be made if the total hours is over (e.g., 10) hours d. [ ] A contribution will not be made for hours in excess of (e.g., 40) hours

Most Referenced Clauses

Most Referenced Definitions