Employment of Seller's Employees. (a) Seller will use its best efforts to cause the employees employed by Seller in the Business as of the Closing Date to make available their employment services to the Buyer and its subsidiary. For a period of five (5) years from the Closing Date, Seller will not, and will not permit any of its Affiliates to, solicit, offer to employ or retain the services of or otherwise interfere with the relationship of Buyer with any Person employed by or otherwise engaged to perform services for Buyer in connection with the operation of the Business or the use of the Assets. Seller shall not be entitled to receive any additional compensation, beyond that set forth in Section 2.2, above, for Seller’s obligations under this Article VI.
(b) Effective as of the Closing Date, Buyer shall offer employment to all of the Employees who are employed by Seller principally in the Business, at wage or salary levels, as applicable, and with employee benefits that are in compliance with applicable law. Those Employees who accept such offers of employment shall be referred to herein as the "Transferred Employees." As soon as practicable after formation of Buyer’s subsidiary, Buyer shall employ the Transferred Employees set forth in Schedule 6.1(b).
(c) As soon as practicable after formation of the Buyer’s subsidiary, conditional on Closing, Buyer shall assume and be responsible for all Plans and other benefits of the Transferred Employees, accruing on or after the Closing Date. The Seller shall quantify to Buyer the amount of accrued vacation pay due and owning to the Transferred Employees as of the Effective Date.
Employment of Seller's Employees. Buyer intends to offer employment, effective as of the Closing Date, to all employees who are employed by Seller in the STS Division primarily in the operation of the Business at then current wage or salary levels. Those employees who accept such offers of employment and become employees of Buyer shall be referred to herein as the "Transferred Employees". Effective as of the Closing Date, Buyer shall assume the liability of Seller in respect of the Transferred Employees for accrued but unpaid salaries, wages, vacation and sick pay and 1998 cash incentive compensation, but only to the extent such liability is accrued or otherwise reflected on the Final Closing Statement of Net Assets. Buyer shall not have any liability with respect to any employee of Seller or Employee Benefit Plan or any claim thereof or related thereto except to the extent expressly provided in this Article VII with respect to Transferred Employees and except as provided in Section 2.4(a).
Employment of Seller's Employees. Schedule 5.09.02 is a list of names of employees of Sellers which Purchaser will solicit for employment effective as of the Effective Date (the employees listed on Schedule 5.09.02 shall be referred to individually as “Assumed Employee” and collectively “Assumed Employees”).
Employment of Seller's Employees. 6.6.1 For the purpose of this Agreement, the term “Active Business Employees” shall mean all employees of Sellers who are in active employment status in the Target Business at all locations where Sellers operate (other than the locations related to the Excluded Business) on the day immediately preceding the Closing Date, and the term “Active Non-Business Employees” shall mean all employees of Sellers, other than Active Business Employees, who are in active employment status on the day immediately preceding the Closing Date. For purposes of this Section 6.6, the term “active employment status” does not include any individual not actively at work due to authorized leave of absence, layoff for lack of work, service in the Armed Forces of the United States, retirement, resignation, permanent dismissal or long-term disability, illness or injury. Any employee of Sellers in the Target Business at a location, other than the locations related to the Excluded Business, who is not in active employment status on the day immediately preceding the Closing Date (“Non-Active Business Employees”) but who otherwise has a right to return to employment under the applicable policies of Sellers or pursuant to any Applicable Law shall be extended an employment offer by Purchaser on the same basis as Active Business Employees.
Employment of Seller's Employees. Buyer recognizes the considerable investment Seller has in its employees and, therefore, agrees not to hire or employ, directly or indirectly, any of Seller’s employees assigned to perform Services for Buyer during the period of their employment by Seller or during the period of this Agreement, whichever is greater, and for a period of two (2) years thereafter. It is further agreed that any breach of this Agreement will result in immediate and irreparable injury to Seller. In the event of any such breach or threatened breach, Seller shall be entitled to any remedies, available to it at law or equity, including but not limited to an injunction restraining Buyer and liquidated damages of one hundred and fifty thousand dollars ($150,000). The parties agree that the liquidated damages amount is a reasonable estimate of Seller’s damages and not a penalty.
Employment of Seller's Employees. Seller and Buyer acknowledge that Buyer desires to hire those employees of Seller that meet Buyer's employment criteria. Such employees are set forth on Schedule 10(b). Seller agrees to use its best efforts to assist Buyer in hiring such employees of Seller. Each office employee of Seller who is hired by Buyer (each, a "Hired Employee") shall be given the opportunity to participate in the MSN Holdings, Inc. 2001
Employment of Seller's Employees. (a) For a period of two (2) years from the Closing Date, SELLER shall not, and will not permit any of its Affiliates to, directly solicit for employment, offer to employ or agree to employ any person who at the time of such solicitation, offer or agreement is employed by the XxXxx Companies in a manager-level position or senior thereto or employed in the Biological Testing Center.
(b) Those employees employed by the XxXxx Companies as of the Closing Date shall include all employees designated on the records of any of the XxXxx Companies as employees, including without limitation those employees on vacation leave, on paid or unpaid leave of absence, on sick leave, on disability leave, on layoff, on workers' compensation or similar leave and those persons regularly scheduled to perform service on the Closing Date, whether or not such employees return to perform service for the XxXxx Companies following the Closing Date, and shall be referred to herein as the "Transferred Employees." All current (as of the Closing Date) and former employees of the XxXxx Companies who were ever employed by the XxXxx Companies are collectively referred to as "Employees."
Employment of Seller's Employees. (a) Seller shall use commercially reasonable efforts to retain through the Closing the services of all employees employed principally in the operation of the Business and Seller shall not discourage or dissuade any such employee from making available their employment services to Buyer. Except as set forth in Schedule 6.1(a), Seller agrees that to the extent Seller agrees to provide additional compensation (such as a stay bonus) to any employee if such employee continues employment for a period of time prior to the Closing, then the payment of such additional compensation shall be conditioned on such employee not rejecting an offer of employment by Buyer provided that the salary/wage compensation offered to such employee by Buyer is comparable to such employee's current salary/wage compensation.
(b) Effective as of the Closing Date, Buyer (or its designated Affiliate) shall have the right (but not the obligation) to offer employment to any employee who is employed by Seller directly in connection with the Business on terms established by Buyer, in its sole discretion, but subject to Section
Employment of Seller's Employees. Except as specifically provided in Section 2.3(a) herein, Buyer may not offer employment to Seller's Employees. "Seller's Employees" shall mean those employees of Seller or Holdings who are employed in the conduct of the Business as of the day of the Effective Date. Buyer shall have no liability for any severance or other obligations of Seller related to any termination of Seller's Employees. For those persons who are Seller's Employees who are not offered employment by Buyer, Seller and Holdings agree to indemnify Buyer for any and all claims that any such person may assert in relation to their termination of employment by Seller and failure by Buyer to offer employment to such individual.
Employment of Seller's Employees. 6.6.1 For the purpose of this Agreement, the term “Active Farm Employees” shall mean all “on-farm” (i.e., whose sole or primary responsibility relates to the sow farms or finishing farms) operational employees of Sellers who are in active employment status in the Target Business at all locations where Sellers operate (other than the locations related to the Excluded Business) on the day immediately preceding the Closing Date, and the term “Active Non-Farm Employees” shall mean all employees of Sellers, other than Active Farm Employees, who are in active employment status in the Target Business on the day immediately preceding the Closing Date. For purposes of this Section 6.6, the term “active employment status” does not include any individual not actively at work due to illness, injury, short-term disability or sick leave, authorized leave of absence, layoff for lack of work, service in the Armed Forces of the United States, retirement, resignation, permanent dismissal or long-term disability. However, any “on-farm” operational employee of Sellers in the Target Business at a location other than the locations related to the Excluded Business who is not in active employment status on the day immediately preceding the Closing Date (“Non-Active Farm Employees”) but who otherwise has a right to return to employment under the applicable policies of Sellers or pursuant to any Applicable Law shall not be required to be extended an employment offer by Purchaser.
