Employment of Employees at Closing Sample Clauses

Employment of Employees at Closing. On the Closing Date Buyer shall (i) offer to employ the Employees, on an at-will basis, at the same compensation levels and on substantially the same other terms and conditions of employment in effect as of the Determination Time; and (ii) except as provided below in this Section 6.3(a) and in the last sentence of Section 6.3(b), assume sponsorship of the Employee Benefit Plans and Benefit Arrangements except for the USI Stock Option Plan. The preceding sentence shall not require that after the Closing Date Buyer continue to employ such Employees, or continue to employ such Employees at the same compensation levels or otherwise on substantially similar terms and conditions of employment, in effect as of the Determination Time provided that the foregoing shall not in any manner impair or otherwise reduce the assumption of liability relating to COBRA and life insurance required to be made pursuant to the preceding sentence. Notwithstanding clause (ii) above Buyer shall not be required to assume or continue sponsorship of the Employee Benefit Plans which provide life, health and medical benefits, including COBRA, if Buyer establishes its own plans (the "Buyer's Plans") and Buyer's Plans assumes all liabilities relating to COBRA and life insurance relating to the Employees and the Other Participants and provides benefits which are substantially similar to the benefits provided in such Employee Benefit Plans (provided that without in any manner impairing or otherwise reducing the assumption of liabilities required to be made pursuant to this sentence, this sentence shall not require Buyer to provide after the Closing Date benefits which are substantially similar). With respect to Employees, solely for the benefit of Sellers and not any Employees, Buyer hereby agrees to indemnify Sellers from any and all termination or severance liability (including, without limitation, any liability related to or arising out of the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 2101 et seq., the continuation coverage rules of Section 4980B of the Internal Revenue Code and part 6 of Subtitle B of Title I of ERISA ("COBRA"), and any similar state and local laws), and Buyer hereby agrees to indemnify Sellers from any liabilities arising out of the Employee Benefit Plans and Benefit Arrangements and COBRA in relation to the Other Participants after the Determination Time. Sellers agree that with respect to COBRA, to the extent that Sellers' insurance carrier will not ...
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Employment of Employees at Closing. On the Closing Date, Buyer will offer to employ substantially all of the employees at comparable compensation levels and on substantially the same terms and conditions of employment in effect as of the Closing Date.
Sample 1
Employment of Employees at Closing. On the Closing Date, Buyer shall continue to employ the Employees (other than the Canadian Employees) of the Companies and their Subsidiaries. Employees not covered by a collective bargaining agreement shall be employed at substantially equivalent (except that in determining any such equivalence, any benefit relating to equity ownership (including stock options) of any entity shall not be taken into
Sample 1

Related to Employment of Employees at Closing

  • Employment of Employee (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee’s employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee’s employment at any time in any lawful manner.

  • End of Employment (a) Executive agrees that all documents of any nature pertaining to the activities of the Company or its affiliates, or that include Confidential Information, in his possession now or at any time during the term of his employment, including, without limitation, memoranda, notebooks, notes, data sheets, records, and computer programs, are and shall be the property of the Company and that all copies thereof shall be surrendered to the appropriate entity upon termination of employment.

  • Non-Recruitment of Employees During the Restricted Period, Executive will not, directly or indirectly, solicit, recruit or induce any Employee to (i) terminate his or her employment relationship with the Company or any of its Subsidiaries or (ii) work for any other person or entity engaged in the Business.

  • Employment of Executive Employer hereby agrees to employ Executive, and Executive hereby agrees to be and remain in the employ of Employer, upon the terms and conditions hereinafter set forth.

  • Employees and Benefits (a) As of the Closing, Seller shall terminate the employment of all of its Employees identified on Schedule 5.5(a) of the Disclosure Schedule (the “Subject Employees”). Schedule 5.5(a) of the Disclosure Schedule hereto may be amended from time to time prior to the Closing to (i) delete any individuals who are no longer employed by Seller or (ii) upon the mutual written agreement of Purchaser and Seller, add or remove any other individuals. Purchaser, in cooperation with Seller, shall, at least two Business Days prior to the Closing Date and effective as of the Closing Date, extend a written offer of employment to those employees selected by Purchaser, in its sole and absolute discretion (the “Selected Employees”), at a level and with responsibilities that are substantially commensurate with their employment with Seller and at a wage or salary and other compensation not less than the respective wages or salaries and other compensation specified for such Selected Employees on Schedule 3.11 of the Disclosure Schedule. Those Selected Employees who accept offers of employment with Purchaser and who become employees of Purchaser as of the Closing Date are referred to as “Transferred Employees.” Purchaser agrees that in the event that it determines that it may not offer employment to sufficient numbers of employees to avoid the notice and other requirements of the WARN Act, Purchaser will give Seller immediate notice thereof which will be sufficiently in advance of the Closing of the purchase of the Business that Seller will be able to comply with the notice requirements of the WARN Act and Purchaser will indemnify, defend and hold Seller harmless from any liability or obligations under the WARN Act if Purchaser should fail to do so or if Seller otherwise incurs liability under the WARN Act as a result of Purchaser’s actions in connection with this transaction.

  • Terms of Employment This Section 2 sets forth the terms and conditions on which the Company agrees to employ Executive during the period (the "Protected Period") beginning on the first day during the Term of this Agreement on which a Change of Control occurs and ending on the second anniversary of that date, or such earlier date as Executive's employment terminates as contemplated by Section 3.

  • Separation of Employment Your employment with the Company has terminated, without cause, effective January 28, 2015 (the “Separation Date”). You understand and acknowledge that, from and after the Separation Date, you shall have no authority and shall not represent yourself as an employee or agent of the Company or any of its affiliates. Notwithstanding the foregoing, you agree that you will cooperate with the Company’s reasonable requests for information and assistance in connection with the transitioning of your duties.

  • Employees; Benefits Employee shall be entitled to all benefits to which other Executive Vice Presidents are entitled, on terms comparable thereto, which may be maintained by the Company for the benefit of its executives. The Company reserves the right to alter and amend the benefits received by Employee from time to time at the Company’s discretion.

  • Termination of Employees At closing the Vendor will terminate the employment of all employees to whom the Purchaser has made an offer of employment under section 8.1 and will indemnify and save harmless the Purchaser from and against all claims by any employee of the Vendor for wages, salaries, bonuses, pension or other benefits, severance pay, notice or pay in lieu of notice and holiday pay in respect of any period before closing.

  • Contract of Employment Although this Agreement is intended to provide the Executive with an additional incentive to remain in the employ of the Employer, this Agreement shall not be deemed to constitute a contract of employment between the Executive and the Employer nor shall any provision of this Agreement restrict or expand the right of the Employer to terminate the Executive's employment. This Agreement shall have no impact or effect upon any separate written Employment Agreement which the Executive may have with the Employer, it being the parties' intention and agreement that unless this Agreement is specifically referenced in said Employment Agreement (or any modification thereto), this Agreement (and the Employer's obligations hereunder) shall stand separate and apart and shall have no effect upon, nor be affected by, the terms and provisions of said Employment Agreement.

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