Employment of Employees of the Business. (a) Subject to the provisions of Section 9.9, Buyer shall, during the period between the date hereof and the Closing Date, determine those employees of the Business to whom Company will offer employment as of the Closing. Notwithstanding the foregoing, Company shall not be required to hire any employee or continue the employment of any hired employee for any length of time following the Closing. Seller shall, on or prior to the Closing, implement any and all amendments to Seller's severance benefit plans and arrangements as may be necessary such that any employee hired by Company as of the Closing Date will not be entitled to any benefits thereunder as a result of the consummation of the transactions contemplated by this Agreement or as a result of any termination of employment of any such employee by Company after the Closing.
Employment of Employees of the Business. (a) Promptly following the Closing, Buyer or Newco shall offer employment to each employee of Seller listed in Section 6.2(a) of the Disclosure Schedule. Any offer of employment to any employee shall be at the rates of compensation, including incentive compensation, set forth in Section 6.2(a) of the Disclosure Schedule. Seller shall terminate or accept the resignation of each employee accepting such offer of employment and Parent and Seller shall remain fully responsible for all compensation and other employment and unemployment obligations of Parent or Seller immediately prior to Closing (both with respect to employees listed in Section 6.2(a) of the Disclosure Schedule and any and all other employees of Parent and Seller immediately prior to the Closing), including, without limitation, (i) any and all obligations under any and all Benefit Plans, (ii) employment agreements with Seller's officers and employees and (iii) agreements with Seller's directors, with respect to each director, officer or employee not receiving, or receiving but not accepting such offer of employment, and (iv) any and all employment-based or other obligations of Parent or Seller, as the case may be, to Maurxxx X. Xxxxxx, XX, xxether arising prior to the Closing Date or any time after the Closing Date. Notwithstanding any provision in this Agreement to the contrary, Parent and Seller shall indemnify Buyer and Newco for any and all Losses (as defined in SECTION 9.2(A) hereof) incurred by Buyer or Newco at any time and from time to time in connection with or related to any and all employment-based or other obligations of Parent or Seller, as the case may be, to Maurxxx X. Xxxxxx, XX, xxether arising prior to the Closing Date or any time after the Closing Date. Notwithstanding any provision in this Agreement to the contrary, the indemnification obligations of Parent and Seller pursuant to this SECTION 6.2(A) shall not be subject to the Seller Indemnification Cap (as defined in SECTION 9.2(A)) set forth in SECTION 9.2(A).
Employment of Employees of the Business. The parties hereto intend that, except as specifically provided in this Section 7.1, there shall be continuity of employment with respect to the employees who work or are employed in connection with the Business as of the Closing Date and are listed on Schedule 7.1 hereto (the "Employees") and Buyers shall offer employment, or shall cause CIS or an Affiliate of Buyer to offer employment, commencing on the Closing Date, to the Employees, including those Employees on vacation, leave of absence, or disability on the Closing Date, on the same terms as those offered by Buyers to their comparable current employees. The Buyer, CIS or the Affiliate of Buyer offering employment to or employing a Continuing Employee is referred to in this Article 7 as the "Employer" and the Buyer, CIS and the other Affiliates of Buyer are referred to collectively as the "Buyer Affiliates." In any case where the Employer is not a Buyer, Buyers agree to cause the Employer to abide by the requirements of this Article 7 and guarantee the performance of the Employer to Sellers. Employees who are offered employment by an Employer pursuant to this Section 7.1 and who accept such employment or who transfer automatically pursuant to any applicable law shall hereafter be referred to as "Continuing Employees," provided that each Employee who is on leave of absence or disability on the Closing Date shall become a Continuing Employee only if and when he or she returns to work with the Employer, and only if such return occurs on or before the 274th day following the Closing Date, and such Employee's "Transfer Date" shall be the date of such return to work. The Transfer Date for all other Continuing Employees shall be the Closing Date. Without limiting the generality of any other provision of this Article 7, the Employer shall comply with all requirements of applicable law in making offers of employment to Employees, and shall make such offers on such terms and conditions as may be required by applicable law to avoid, to the extent possible under applicable law, giving rise to a right on the part of any Employees to statutory severance.
Employment of Employees of the Business. (a) Purchaser in its sole discretion, may offer employment, as of the Closing Date, on an at-will basis to the Active and Inactive Employees of the Business. Such offer of employment extended by Purchaser shall provide for the employment of the Active Employees accepting such offer at a base salary which is at least equal to the base salary level being paid to each such Employee by WL.
Employment of Employees of the Business. The parties hereto intend that there shall be continuity of employment with respect to the employees of the Business or the Germany Business listed on Schedule 7.1 hereto at the Closing Date (the "Employees"), and Buyer shall offer employment, commencing on the Closing Date, to all Employees, including those on vacation, leave of absence, or disability, who were employed by the Business immediately prior to the Closing Date, on the same salary terms and with substantially comparable benefits as those provided to such Employees by Sellers immediately prior to the Closing (it being understood that Buyer will not provide a defined benefit pension plan for employees of the NA Business but will provide a savings plan which currently offers a 4% profit sharing contribution by Buyer) and with such other terms and conditions as may be required under Applicable Law or under the terms of any applicable collective bargaining agreement; provided, however, that all Continuing Employees of the NA Business shall be offered "at-will" employment unless otherwise required pursuant to an obligation assumed by Buyer under this Article VII and, except as provided in Sections 7.2 and 7.3, nothing herein shall be construed as preventing Buyer from changing the salary terms or benefits provided to Employees. Employees who are to be offered employment by Buyer pursuant to this Section 7.1 and who accept such employment and Employees who transfer automatically by virtue of the UK Employment Regulations, Spanish Employment Regulations or because they are employees of Witco Surfactants shall hereafter be referred to as "Continuing Employees."
Employment of Employees of the Business. (a) Seller has prepared and attached hereto as Schedule 7.1A a list of all employees of the Business as of the date hereof (the "Employees of the Business"). Due to Seller's concern regarding confidentiality, Buyer has agreed, at Seller's request, not to meet with or interview the Employees of the Business, other than Sim Xxxxx, prior to the Closing Date. Based on recent meetings with Seller's Designees, Buyer has determined that the employees of the Business listed in Schedule 7.1B (the "Redundant Employees") appear not to be required by Buyer in view of the anticipated synergies between the Business and Buyer's graphite and lubricant's business and Buyer currently intends to
Employment of Employees of the Business. Buyer shall offer employment, effective as of the Closing Date, to each of the Employees listed on Schedule 6.1 attached hereto and who is employed by Seller (and who is not on long-term disability, and if on short-term disability only upon a return to work), on the Closing Date, and at wages substantially comparable to his or her then current wage or salary level; provided, however, that each such Employee consents to the transfer of his or her personnel records to Buyer. Those Employees who accept such offers of employment and become employees of Buyer shall be referred to herein as the "Transferred Employees." Buyer and Seller shall cooperate and use commercially reasonable efforts to minimize all costs of severance pay and benefits, if any, to which an Employee is entitled that are incurred with respect to any such Employee who fails to become a Transferred Employee, including any refusal of such Employee to accept an offer of employment or otherwise, and Buyer and Seller shall bear equally all such costs of severance pay and benefits.
