Common use of Employment of Employees Clause in Contracts

Employment of Employees. Purchaser currently expects to employ, at its option, certain of the employees of Seller. Seller agrees to take no action which would interfere with such employment by Purchaser, and shall take all action required by law or otherwise to release them from agreements with Seller that may prohibit their employment with Purchaser and to cause the valid termination of employment at the Closing Date of such employees by Seller who are to be employed by Purchaser following the Closing Date. Seller further agrees that Purchaser shall not assume any responsibility for, and Seller shall indemnify Purchaser from and against, any liability arising from any termination of employment of those employees of Seller whom Purchaser does not employ after the Closing Date, or as to whom Purchaser gives Seller notice that Purchaser will not continue their employment, such notice to be given on or prior to the Closing Date. Seller further agree that Purchaser shall not be liable for, and Seller shall indemnify Purchaser from and against any liability in respect of any employees of Seller for any acts or omissions relating to the employment of such employees or to the business of Seller arising on or prior to the Closing Date, regardless of whether the employees of Seller are subsequently employed by Purchaser. Nothing in this Agreement is intended to confer upon any employee of Seller any rights or remedies, including, without limitation, any rights of employment of any nature or kind whatsoever.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Modern Technology Corp), Asset Purchase Agreement (Modern Technology Corp), Asset Purchase Agreement (Ipvoice Communications Inc)

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Employment of Employees. Purchaser currently expects to employ, at its option, certain of the employees of SellerSellers and CASH. Seller agrees Sellers and CASH agree to take no action which would interfere with such employment by Purchaser, and Sellers shall take all action required by law or otherwise to release them from agreements with Seller that may prohibit their employment with Purchaser and to cause the valid termination of employment at the Closing Date of such employees by Seller Sellers who are to be employed by Purchaser following the Closing Date. Seller Sellers and Shareholders further agrees agree that Purchaser shall not assume any responsibility for, and Seller Sellers and Shareholders shall jointly and severally indemnify Purchaser from and against, any liability arising from any termination of employment of those employees of Seller Sellers whom Purchaser does not employ after the Closing Date, or as to whom Purchaser gives Seller Sellers notice that Purchaser will not continue their employment, such notice to be given on or prior to the Closing Date. Seller Sellers and Shareholders further agree that Purchaser shall not be liable for, and Seller Sellers and Shareholders shall jointly and severally indemnify Purchaser from and against against, any liability in respect of any employees of Seller Sellers or CASH for any acts or omissions relating to the employment of such employees or to the business of Seller Sellers or CASH arising on or prior to the Closing Date, regardless of whether the employees of Seller Sellers or CASH are subsequently employed by Purchaser. Nothing in this Agreement is intended to confer upon any employee of Seller Sellers or CASH any rights or remedies, including, without limitation, any rights of employment of any nature or kind whatsoever.

Appears in 1 contract

Samples: Purchase Agreement (Kleinerts Inc /Pa/)

Employment of Employees. Purchaser currently expects to (a) Buyer will employ, at its option, certain of the employees of SellerEmployees listed on Schedule 6.5(a), to be delivered at least two days prior to Closing. Seller agrees to take no action which would interfere with such employment by PurchaserBuyer, and shall take all action required by law or otherwise to release them from agreements with Seller that may prohibit their employment with Purchaser and to cause the valid termination of employment at the Closing Date of such employees by Seller Employees who are to be employed by Purchaser Buyer following the Closing Date. Seller hereby releases, as of the Closing Date, each Employee who is to be employed by Buyer following the Closing Date from any obligation such Employee may have under any agreement between such Employee and Seller to the extent such agreement would restrict such Employee from engaging in any business conducted by Buyer or its affiliates after Closing. Seller further agrees that Purchaser upon the written request of Buyer, Seller shall use commercially reasonable efforts to enforce, on Buyer's behalf and at Buyer's sole cost and expense, any restrictive covenant granted by any current or former Employee in favor of Seller. (b) Seller acknowledges and agrees that except as provided in Section 1.3, Buyer shall not assume any responsibility forany, and Seller shall indemnify Purchaser from and againstremain responsible for any, any liability arising from any termination of employment of those employees of Seller whom Purchaser does not employ after the Closing Date, or as to whom Purchaser gives Seller notice that Purchaser will not continue their employment, such notice to be given on or prior to the Closing Date. Seller further agree that Purchaser shall not be liable for, and Seller shall indemnify Purchaser from and against any liability in respect of any employees of Seller for any acts or omissions relating to the employment of such employees or to the business of Seller arising on or prior to the Closing Date, regardless of whether the employees of Seller are subsequently employed by Purchaser. Nothing in this Agreement is intended to confer upon any employee of Seller any rights or remediesEmployee, including, without limitation, any rights of employment of any nature medical or kind whatsoeverhealth continuation coverage required under ERISA or the Code.

Appears in 1 contract

Samples: Asset Purchase Agreement (Workstream Inc)

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Employment of Employees. Purchaser currently expects to ----------------------- employ, at its option, certain of the employees of Seller. Seller agrees to take no action without the prior written consent of Purchaser which would interfere with such employment by Purchaser, and shall take all action required by law or otherwise to release them from agreements with Seller that may prohibit their employment with Purchaser and to cause the valid termination of employment at the Closing Date of such employees by Seller who are to be employed by Purchaser following the Closing Date. Seller and Principals further agrees agree that Purchaser shall not assume any responsibility for, and Seller and Principals, jointly and severally, shall indemnify Purchaser from and against, any liability arising from any termination of employment of those employees of Seller whom Purchaser does not employ after the Closing Date, or as to whom Purchaser gives Seller notice that Purchaser will not continue their employment, such notice to be given on or prior to the Closing Date. Seller and Principals further agree that Purchaser shall not be liable for, and Seller and Principals, jointly and severally, shall indemnify Purchaser from and against against, any liability in respect of any employees of Seller for any acts or omissions relating to the employment of such employees or to the business of Seller arising on or prior to the Closing Date, regardless of whether the employees of Seller are subsequently employed by Purchaser. Nothing in this Agreement is intended to confer upon any employee of Seller any rights or remedies, including, without limitation, any rights of employment of any nature or kind whatsoever.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pierce Leahy Corp)

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