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. B. Purchaser and Seller agree that Seller shall not deliver any notice to the Employees pursuant to the Worker Adjustment and Retaining Act, as amended (the “WARN Act”). Purchaser further agrees that it shall be responsible for providing a timely notification if required by the WARN Act for any employee terminations or layoffs following the Closing Date. Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, lawsuits, costs (including reasonable attorney’s fees) and liabilities suffered by Seller as a result of any failure to give any notice to the Employees pursuant to the WARN Act.
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Employment of Existing Employees. On the Closing Date Buyer shall have the option of offering to employ those of Seller's employees set forth on Schedule 4.15, except those listed on Schedule 10.8 attached hereto. Seller 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. Seller hereby agrees to use its best efforts to facilitate Buyer in its efforts to employ any of said employees.
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Employment of Existing Employees. The Seller shall terminate employees of the Branch (the "Employees") on or prior to the Closing Date. The Seller shall provide to the Purchaser, within ten (10) days after the Signing Date of this Agreement, a list of Seller's present Branch employees, their salaries, and their benefits. Purchaser agrees to extend offers of at-will employment to the Employees. Purchaser's employment offers shall provide the Employees with the same or similar benefits as the Purchaser offers to the Purchaser's other employees that are similarly situated in terms of their position and longevity. Seller shall be responsible for payment of all salaries and benefits of the Employees prior to the Closing. Seller shall indemnify Purchaser for any damages, losses and expenses (including reasonable attorney fees) incurred by the Purchaser resulting from employment claims by Seller's Branch employees against Purchaser relating to Seller's actions with respect to such employees prior to termination of employment, as required by the first sentence of this Section 9.2. The Purchaser shall indemnify Seller for any damages, losses and expenses (including reasonable attorney fees) incurred by Seller resulting from employment claims by Seller's Branch employees against the Seller relating to Purchaser's actions with respect to such employees from and after the Closing Date.
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.
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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
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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

Related to Employment of Existing Employees

  • Continuing Employment (a) Continuing employment means full-time or fractional-time employment that does not have a fixed end date or a contingency upon which the employment contract will come to an end. (b) All employment other than fixed-term employment and casual employment will be continuing employment. (c) Notwithstanding subclause 16.0(b) above, the University may employ a person in Continuing (Contingent Funded Research) employment on a full-time or fractional-time basis in accordance with the terms of this Agreement.

  • Compensation; Employment Agreements; Etc Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any director, officer or employee of Metropolitan or its Subsidiaries, or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except (i) for normal individual increases in compensation to employees in the ordinary course of business consistent with past practice, (ii) for other changes that are required by applicable law, and (iii) to satisfy Previously Disclosed contractual obligations existing as of the date hereof.

  • 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.

  • 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.

  • Re-employment Rights (1) Re-employment of Faculty Members on layoff status will be administered by the College in accordance with the then-applicable provisions of the Education Code. (2) Faculty Members on layoff who wish to be re-employed shall keep Human Resources apprised in writing of their current mailing addresses and telephone numbers, and of any changes in their qualifications. (3) When actual vacancies occur in any Faculty Service Area, the District shall notify, in seniority order, the laid-off Faculty Member(s) in such Faculty Service Area. This notice shall be sent by certified mail to the Faculty Member's current mailing address on file with Human Resources forty-five (45) days before the contemplated first day of re- employment of the Faculty Member or immediately upon the District learning of such vacancy if within forty-five (45) days of the course/assignment beginning date. The notified Faculty member shall notify the District in writing of his/her acceptance or rejection within ten (10) days of mailing by the District. Failure to do so shall mean the Faculty Member has waived his/her reappointment right to the vacancy stated in the notice from the District. Such Faculty Member shall retain the Faculty Member's seniority position on that Faculty Service Area list for the period of time provided by the Education Code. (4) As to any Faculty Member who is re-employed, the period of absence shall be treated as a leave of absence and shall not be considered as a break in the continuity of service, and such Faculty Member shall retain all rights to contract or regular status, as the case may be, in accordance with the applicable provision of the Education Code, including the requirement of four (4) years' active service for eligibility to move from a contract position to a regular position. (5) All partially or completely laid-off Faculty Members, upon any partial reinstatement, shall be paid the pro-rata salary equivalent to their step and column placement on the permanent salary schedule at the time of their layoff.

  • TERMINATION OF EMPLOYMENT CONTRACT This employment contract may be terminated by: A. Mutual agreement of the parties. B. The Facilities Manager may terminate this employment contract upon sixty (60) days written notice to the Board or the Superintendent, as the case may be.

  • 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. (b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's employment terminates on or after the Change in Control Date, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's employment is terminated by the Company prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.

  • Employment and Employee Benefits Matters (a) Parent shall, and shall cause the Surviving Corporation and each of its other Subsidiaries to, for the period commencing at the Effective Time and ending December 31, 2019, maintain for each individual employed by the Company or any of its Subsidiaries at the Effective Time (each, a “Current Employee”) (i) each of base compensation and a target annual cash incentive compensation opportunity at least as favorable as that provided to the Current Employee as of immediately prior to the Effective Time, (ii) benefits that are at least as favorable as the benefits maintained for and provided to the Current Employee as of immediately prior to the Effective Time and (iii) severance benefits that are at least as favorable as the severance benefits provided by the Company to the Current Employees as of immediately prior to the Effective Time to the extent set forth in Section 4.13(a) of the Company Disclosure Schedule. (b) Parent shall, and shall cause the Surviving Corporation to, cause service rendered by Current Employees to the Company and its Subsidiaries, prior to the Effective Time to be taken into account for all purposes under employee benefit plans of Parent, the Surviving Corporation, and its Subsidiaries, to the same extent as such service was taken into account under the corresponding Company Plans immediately prior to the Effective Time for those purposes; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits or the funding thereof with respect to the same period of service. Without limiting the generality of the foregoing, Parent shall not, and shall cause the Surviving Corporation to not, subject Current Employees to any eligibility requirements, waiting periods, actively-at-work requirements or pre-existing condition limitations under any employee benefit plan of Parent, the Surviving Corporation or its Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding Company Plan in which they participated prior to the Effective Time. Parent shall, and shall cause the Surviving Corporation and its Subsidiaries, to give such Current Employees credit under such employee benefit plans for any eligible expenses incurred by such Current Employees and their covered dependents under a Company Plan during the portion of the year prior to the Effective Time for purposes of satisfying all co-payment, co-insurance, deductibles, maximum out-of-pocket requirements, and other out-of-pocket expenses applicable to such Current Employees and their covered dependents in respect of the plan year in which the Effective Time occurs; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits or the funding thereof with respect to the same period of service. (c) No provision of this Agreement (i) prohibits Parent or the Surviving Corporation from amending or terminating any individual Company Plan or any other employee benefit plan, (ii) confers upon any director, Current Employee or service provider of the Company or any Subsidiary or Affiliate thereof any right to continue in the employ or service of the Surviving Corporation, Parent or any Subsidiary or any Affiliate thereof for any period of time, or shall interfere with or restrict in any way the rights of the Surviving Corporation, Parent or any Subsidiary or Affiliate thereof to discharge or terminate the services of any director, employee or individual service provider of the Company or any Subsidiary or Affiliate thereof at any time for any reason whatsoever, with or without cause, or (iii) constitutes the establishment or adoption of, or amendment to, any Company Plan or employee benefit plan. No Current Employee or any other individual employed by, or providing services to, the Company or its Subsidiaries has any third-party beneficiary or other rights with respect to this Agreement.

  • Termination of Employment Agreement As of the Effective Date, the Employment Agreement hereby is terminated in its entirety and shall no longer have any force or effect.

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