Employment of Existing Employees Sample Clauses

Employment of Existing Employees. A. Seller shall terminate the Employees to be effective as of the close of business on the business day before the Closing Date. Purchaser agrees to extend offers of at-will employment to the Employees to be effective at the start of business on the Closing Date. Purchaser’s employment offers shall provide the Employees with the same or similar benefits as Purchaser offers to Purchaser's other employees that are similarly situated in terms of their position and longevity including service at Seller as provided in Section 7.4. Seller shall be responsible for payment of all salaries, benefits and accrued leave of the Employees prior to the Closing Date. Purchaser shall have no liability or obligation to the Employees relating to their employment by Seller. Seller shall indemnify Purchaser for any damages, losses and expenses (including reasonable attorney fees) incurred by Purchaser resulting from employment claims by the Employees against Purchaser relating to Seller's actions with respect to such employees prior to termination of employment, as required by this Section 4.3. Purchaser shall indemnify Seller for any damages, losses and expenses (including reasonable attorney fees) incurred by Seller resulting from employment claims by the Employees against Seller relating to Purchaser's actions with respect to such Employees from and after the Closing Date.
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Employment of Existing Employees. Seller shall terminate the employment of all its employees at the Facility effective as of 11:59 p.m. local time at the place of the Facility on the night before the Closing Date (the "TERMINATION DATE"). Buyer shall, subject to the provisions of Section 2.5.3 below, have the option of offering to employ any or all of Seller's employees that work at the Facility, such employment to commence on the Closing Date. Buyer shall advise Seller in writing on or before five (5) days prior to the Closing Date of those employees of Seller that Buyer has elected not to employ. Except as hereinafter provided with respect to earned vacation benefits, Seller shall remain liable for (i) all Employee Liabilities due and payable by Seller to employees of Seller at the Facility as of the Termination Date in accordance with Seller's standard employment policies regarding terminated employees and state and federal law and (ii) all Employee Liabilities that arise or accrue on or after the Closing Date, if any, relating to terminated employees not hired by Buyer. Buyer will assume and shall be responsible for all Employee Liabilities with respect to the employees of Seller at the Facility hired by Buyer that arise or accrue on or after the Closing Date. Without limiting the generality of the foregoing, Seller shall remain liable from and after the Closing Date for all obligations of Seller, if any, to provide continuation of health insurance coverage in accordance with COBRA to those employees of Seller eligible to utilize COBRA as a result of the termination of their employment by Seller as herein provided. Anything herein to the contrary notwithstanding, with respect to each employee of Seller at the Facility hired by Buyer on the Closing Date, Buyer shall receive a credit against the Purchase Price in an amount equal to the sum sufficient to pay the amount of that employee's earned vacation benefits, if any, while an employee of Seller to which such employee may be entitled as of the Termination Date in accordance with Seller's standard employment policies regarding terminated employees. Buyer shall be responsible, and does hereby agree, to fully pay such vacation benefits sum to each such employee as and when the same shall be or become due and payable to the employee on and after the Closing Date. Buyer acknowledges and understands that under Seller's standard employment policies (i) employees are not entitled to payment for any unused available paid days off or sick days u...
Sample 1
Employment of Existing Employees. On the Closing Date Buyer shall have the option of offering to employ those of Sellers' employees set forth on SCHEDULE 4.15 hereto, except those listed on SCHEDULE 10.8 hereto. Sellers shall compensate all employees for all services performed up to and including the Closing Date. Subsequent to the Closing Date, Buyer shall assume the duty to compensate any employees who are hired by it, subject to any other terms contained in this Agreement relating to compensation of employees. Sellers hereby agree to use their best efforts to facilitate Buyer in its efforts to employ any of said employees.
Sample 1
Employment of Existing Employees. Effective as of the close of business on the business day before the Closing Date, the Employees employment with the Seller shall terminate. Purchaser shall extend offers of at-will employment to all of the Employees to be effective at the start of business on the Closing Date. Purchaser’s employment offers shall provide the Employees with the similar benefits as Purchaser offers to Purchaser’s other employees who are similarly situated in terms of their position and longevity, including service at Seller as provided in Section 7.4. Seller shall be responsible for payment of all salaries, benefits, accrued leave and vacation of the Employees prior to the Closing Date. Purchaser shall have no liability or obligation to the Employees relating to their employment by Seller including, without limitation, any liability or obligation relating to any employee benefits to which the Employees may be entitled in connection with their employment with Seller.
Sample 1
Employment of Existing Employees. On the Transfer Date, Assignee shall, subject to the provisions of Section 4.2 below, have the right and option of offering to employ any or
Sample 1
Employment of Existing Employees. On the Termination Date, Lessor shall, subject to the provisions of Section 4.2 below, have the right and option of offering to employ any or all of Lessee's employees that work at the Facilities. Lessee shall terminate the employment of any employees at the Facilities that Lessor does not elect to employ. In order to determine compliance with Section 4.2, below, Lessor shall advise Lessee in writing on or before ten (10) days prior to the Termination Date of those employees of Lessee that Lessor has elected not to employ. Lessee shall remain liable for all Employee Liabilities (as herein defined) relating to all employees of Lessee at the Facilities that accrue up to the Termination Date. Lessor shall assume and be responsible for all Employee Liabilities with respect to all employees of Lessee at the Facilities hired by Lessor that accrue on or after the Termination Date. Without limiting the generality of the foregoing, Lessee shall remain liable from and after the Termination Date for all obligations of Lessee, if any, to provide continuation of health insurance coverage in accordance with COBRA to those employees of Lessee not hired by Lessor and eligible to utilize COBRA as a result of the termination of their employment by Lessee as herein provided. As used herein, "Employee Liabilities" means wages, salaries, earned and accrued vacation, holiday and sick pay, all accrued paid days off and sick days, and earned or accrued bonuses, if any, due to employees at the Facilities and health insurance, payroll and payroll taxes, unemployment and FICA expenses.
Sample 1
Employment of Existing Employees. (a) Section 6.01(a) of the Disclosure Schedules sets forth the name, title and 2022 salary of certain Business Employees (the “Applicable Employees”). On or before the date hereof, Xxxxx has made offers of employment to the Applicable Employees, conditioned on Closing. As of the Closing Date, the Applicable Employees who have accepted Xxxxx’s offer of employment will become employees of Buyer in accordance with the terms and conditions of Buyer’s offer, and will cease to be employees of Seller (such employees, the “Transferred Employees”). Buyer shall notify Seller at least one Business Day before the Closing on any Applicable Employees that have not accepted Xxxxx’s offer of employment. Seller shall be responsible for the filing of Form W-2s with the Internal Revenue Service and any required filing with state tax authorities with respect to wages and benefits paid to each Applicable Employee while employed with Seller. Any Applicable Employees who have not accepted Xxxxx’s offer of employment shall remain the responsibility of Seller, and Buyer shall have no Liability or obligation whatsoever to any such Applicable Employees. Seller shall be responsible for any and all Liabilities, obligations or payments (including unpaid salary or bonuses, equity grants and accrued vacation) owing to any Applicable Employees in connection with their employment by Seller.
Sample 1
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Related to Employment of Existing Employees

  • Compensation; Employment Agreements; Etc Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any of its directors, officers or employees or those of its subsidiaries or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except (1) for normal individual increases in compensation to employees (other than executive officers or directors) in the ordinary course of business consistent with past practice, (2) for other changes that are required by applicable law and (3) to satisfy Previously Disclosed contractual obligations.

  • 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.

  • Compensation; Employment Agreements 16 5.15 Noncompetition, Confidentiality and Nonsolicitation Agreements; Employee Policies...... 16 5.16

  • Termination of Employment Agreements Any and all Employment Agreements entered into between the Company or any of its Subsidiaries and the Executive prior to the date of this Agreement are hereby terminated.

  • Labor Agreements and Actions; Employee Compensation (a) Neither the Company nor the Subsidiary is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union other than those provisions of general agreements between the Federation of Labor Unions (the “Histadrut”) and the Coordination Bureau of Economic Organizations which may be applicable to certain classes of employees by virtue of extension orders, and no labor union has requested or has sought to represent any of the employees, representatives or agents of the Company or the Subsidiary. There is no strike or other labor dispute involving the Company or the Subsidiary pending, or to the best knowledge of the Company, that is likely to have a Material Adverse Effect, nor is the Company aware of any labor organization activity involving the Company or the Subsidiary. The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company or the Subsidiary, nor does the Company or the Subsidiary have a present intention to terminate the employment of any of the foregoing. Schedule 2.24 sets forth the names of each of the Company’s and the Subsidiary’s employees and consultants. The Company and the Subsidiary are or at the Closing will be a party to an employment agreement with each employee of the Company and the Subsidiary, as applicable. The employment of each officer and employee of the Company or the Subsidiary is terminable at the will of the Company or the Subsidiary, subject to the payment of severance and other payments as provided by law and/or pursuant to any applicable employment agreements. The Company and the Subsidiary have complied in all material respects with all applicable laws related to employment. Except as set forth in Schedule 2.24(a) below, the Company and the Subsidiary are not parties to or bound by any currently effective employment deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement, or other employee compensation agreement. Schedule 2.24(a) contains a list of all written and material oral promises, agreements, arrangements and understandings, with officers, directors, employees and consultants (other than attorneys and accountants) of the Company and the Subsidiary, which are presently in effect, detailing the name, title or position, annual salary/compensation (including bonuses, commissions, and deferred compensation), pensions (including those required by all applicable laws), retirement benefits, company cars, profit sharing, and any interests in any incentive compensation plan. A copy of the written (and a summary description of any material oral) agreements described in this Section 2.24 was delivered to Wellington prior to the date hereof. The severance pay to the employees of the Company and the Subsidiary is fully funded or provided for in the Financial Statements in accordance with US generally accepted accounting principals. All liabilities of the Company in connection with its employees (excluding illness pay and advance notice of termination) were adequately accrued in the Financial Statements and the Company is not aware of any circumstance whereby any employee might demand any claim for compensation on termination of employment beyond the amount of statutory or contractual severance pay to which such employee may be entitled. All obligations of the Company and the Subsidiary with respect to statutorily required severance payments have been fully satisfied or have been funded by contributions to appropriate insurance funds.

  • Employee Benefit Plans; Employment Agreements Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10, (i) there has been no "prohibited transaction," as such term is defined in Section 406 of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of ERISA, any material employee welfare plans (as defined in Section 3(1) of ERISA), or any material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "COMPANY EMPLOYEE PLANS") which could result in any liability of the Company or any of its Subsidiaries; (ii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury), and the Company and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none of the Company or any of its Subsidiaries is a party to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated hereby.

  • Prior Employment Agreements The Executive represents that he/she has not executed any agreement with any previous employer which may impose restrictions on Executive’s employment with the Employer.

  • 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.

  • Employment and Employee Benefits Matters (a) Parent will cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Control Time and ending on the first anniversary thereof (the “Continuation Period”), to (i) maintain for the individuals employed by the Company at the Control Time (the “Current Employees”) and who remain employees of the Surviving Corporation during the Continuation Period base compensation and target incentive compensation that is no less favorable to each Current Employee than such Current Employee’s base compensation and target incentive compensation immediately prior to the Control Time, and (ii) provide benefits that are of comparable economic value in the aggregate to the benefits provided by the Company as of immediately prior to the Control Time (excluding, for purposes of Section 6.4(a)(i) and (ii) equity and equity-based compensation, retention, stay, or transaction bonuses or similar arrangements); provided, however, that nothing in this Section 6.4 will be construed as an amendment to or prevent the amendment or termination of any particular Company Plan or employee benefit plan of Parent or any of its Subsidiaries, to the extent permissible thereunder, or interfere with the Parent’s or any of its Subsidiaries’ or the Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. Parent will cause the Surviving Corporation and each of its Subsidiaries to honor all obligations and agreements relating to 2010 Bonuses (as defined in Section 4.13(a) of the Company Disclosure Letter) as are, and to the fullest extent, set forth in Section 6.4(a) of the Company Disclosure Letter. During the Continuation Period, Parent will cause the Surviving Corporation to pay or cause to be paid, consistent with the Company’s past practice in similar circumstances, to each Current Employee (i) who is involuntarily terminated or (ii) in the case of any employee covered by an employment, change in control, severance or similar agreement or entitlement providing for benefits upon a voluntary termination for good reason, who terminates employment voluntarily for good reason as therein defined, severance in accordance with past practices, including with respect to bonuses.

  • Effect of Employment Agreement Notwithstanding any provision herein to the contrary, in the event of any inconsistency between this Section 6 and any employment agreement entered into by and between you and the Company, the terms of the employment agreement shall control.

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