Employment of the Sellers' Employees Sample Clauses

Employment of the Sellers' Employees. (a) The Sellers shall use their reasonable efforts to retain all of their respective employees, and to maintain in good standing through the Closing all relationships and agreements with employees and independent contractors, in each case from the date hereof through the Closing Date and to cooperate with the Purchaser in hiring the employees offered employment pursuant to Section 6.5(b); provided, however, that the foregoing shall not require that the Sellers offer any compensation or other incentives in addition to the compensation and benefits being provided or required to be provided as of the date of this Agreement. (b) On or before the Closing Date, the Purchaser shall deliver to Intellisys a list of the employees of the Sellers whom the Purchaser wishes to employ (each such employee, an "Offer Employee") on such terms and conditions as the Purchaser shall determine (subject to the provisions of this Article VI) effective as of the Closing Date. The time at which the employment by the Purchaser of each such employee who is not an Inactive Employee as of the Closing and who accepts such offer of employment shall become effective (the "Effective Time of Employment") shall be as of the day after the Closing Date. The Effective Time of Employment of any such employee who is an Inactive Employee as of the Closing shall be such time (if any) within 180 days following the Closing Date when such Inactive Employee returns to active status and reports to work with the Purchaser and the Purchaser shall have no obligation to employ any such Inactive Employee who fails to return to active status or to report to work with the Purchaser within such 180-day period. Each employee who becomes employed by the Purchaser pursuant to one of the two preceding sentences shall be considered a "Transitioned Employee" from and after his or her Effective Time of Employment. The Purchaser shall not be obligated to make an offer of employment to any employee and no employee is entitled to employment hereunder. (c) From the date hereof through the Closing Date, the Sellers shall permit the Purchaser to communicate with the Sellers' employees and consultants, at reasonable times and upon reasonable notice, concerning the Purchaser's plans, operations, business, customer relations and general personnel matters and to interview the Sellers' employees and consultants and review the personnel records and such other information concerning the Sellers' employees and consultants as the Pu...
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Employment of the Sellers' Employees. (a) The Purchaser shall offer employment to all those employees currently employed by Seller and employed by Seller as of immediately prior to the Closing and listed on Schedule 5.15(i), at the present rate of cash compensation of such employees as disclosed in Schedule 5.15(i) hereto and as represented and warranted by Seller in Section 5.15 or, in the Purchaser's sole discretion and judgment in any instance, a better rate of cash compensation as such employees are presently employed under, provided such employees are still employed by the Seller through the Closing Date. The Seller shall continue to bear sole responsibility for the payment of all salaries and other benefits of any kind earned or accrued (whether or not vested or deemed vested at such time) by such employees prior to the Closing Date. The Seller shall terminate all such employees at the Closing Date, and the Purchaser shall engage as of the following Business Day such of those employees who accept the Purchaser's offer of employment. The Purchaser shall be under no obligation to establish or continue, under the same or different terms or conditions, any employee benefit arrangement for any of the Seller's employees, whether or not disclosed in Schedule 5.15(i) hereto, or as to which all benefits prior to the termination by Seller are not fully paid or provided for by Seller. The terms of such employment (other than the starting rate of cash compensation) shall be in the Purchaser's sole discretion. The Seller shall not be responsible for providing any notice that may be required in accordance with 29 U.S.C. 2102.
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Employment of the Sellers' Employees. Purchaser shall have the right, but not the obligation, to offer, effective as of the Closing, to hire any or all of Sellers' employees. Those employees to be given offers shall be listed in Section 6.3 of the Purchaser Disclosure Letter, which list shall be completed not later than three (3) Business Days prior to Closing and which list shall be mutually agreed upon by Sellers and Purchaser (the "Transferred Employees"). Sellers shall not unreasonably reject a request by the Purchaser to include an employee on the list comprising Section 6.3 of the Purchaser Disclosure Letter. Except as otherwise set forth in Section 6.3 of the Purchaser Disclosure Letter at such time, salaries of the Transferred Employees shall be on substantially equivalent terms as existed with Sellers as of the date hereof. All offers of employment to the Transferred Employees shall require that such Transferred Employee resign from their employment with Sellers immediately before the Closing (subject to the occurrence of the Closing). Sellers shall be obligated to pay any amounts due such employees relating to their employment by Sellers or the termination of such employment. Purchaser shall provide substantially similar medical benefits, including insurance, subject to applicable waiting periods, to the Transferred Employees that Purchaser provides to its other similarly situated employees.
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Employment of the Sellers' Employees. Nothing expressed or implied in this Agreement shall obligate Buyer to offer employment to any employee of the Sellers or their Affiliates as of the Closing Date or provide continued employment or any level of compensation or benefits to any such employee for any period of time following the Closing Date. Each employee of Sellers who is employed by Buyer after the Closing is herein referred to as an "Affected Employee."
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Employment of the Sellers' Employees. The Company agrees to employ the Seller's employees as of the Closing Date, which employees' names and addresses are set forth on Schedule 2.4; provided, however, continued employment of the Seller's employees subsequent to the Closing Date shall be in the sole discretion of the Company.
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Employment of the Sellers' Employees. The Buyer shall assume no liability in connection with any employee of the Sellers. No portion of the assets of any employee benefit plan, fund, program or arrangement, written or unwritten, heretofore sponsored or maintained by either of the Sellers (and no amount attributable to any such plan, fund, program or arrangement) shall be transferred to the Buyer, and the Buyer shall not be required to continue any such plan, fund, program or arrangement after the Closing Date.
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Employment of the Sellers' Employees. The Seller will use all reasonable efforts to cause the employees listed on Schedule 6.1 to make available their employment services to the Buyer. Buyer commits to offer employment to each of the persons set forth on Schedule 6.1 who continue to be employed by the Seller immediately prior to the Closing Date upon terms and conditions of employment no less favorable than those provided to similarly situated employees of the Buyer and at an equal or greater base salary to that which they currently receive.
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Employment of the Sellers' Employees. (a) Effective as of the Closing Date, Purchasers may offer employment in Purchasers' sole discretion to certain of the Employees of Sellers. Such Employees, if any, who accept such offers of employment effective as of the Closing Date shall be referred to herein as the "Transferred Employees". (b) Except for matters disclosed in Section 7.1(b) of the Company Disclosure Letter from and after the Closing Sellers shall remain solely responsible for any and all Benefit Liabilities in respect of the Employees, including the Transferred Employees and their beneficiaries and dependents, relating to or arising in connection with or as a result of (i) the employment of any such Employee by any Seller, (ii) the termination of employment with any Seller of any Employee on or prior to the Closing Date, including Benefit Liabilities under any of the Company Plans that provides severance pay, (iii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, any Company Plans or other employee or retiree benefit or compensation plan, program, practice, policy, agreement or arrangement of any Seller or (iv) accrued but unpaid salaries, wages, bonuses, incentive compensation, sick pay or other compensation or payroll items in connection with the employment of any such Employee by any Seller (including, without limitation, deferred compensation), except, in any such case, to the extent any such Benefit Liability becomes the obligation of the Purchasers pursuant to this Article VII. (c) As of the Closing Date, the Purchasers shall assume all of the Sellers' obligations with respect to accrued but unpaid vacation for Transferred Employees.
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Employment of the Sellers' Employees 
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Related to Employment of the Sellers' Employees

  • Seller's Employees Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closing.

  • Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.

  • Business Employees a) Prior to the Closing, Seller shall update the information provided in Schedule 3.10(a)(i) as of the Closing Date. b) As of the Closing Date, Buyer shall make offers of employment to at least the number of Business Employees of Seller set forth on Schedule 5.4(b) whom shall be specifically identified by Buyer prior to the Closing. The initial term of employment shall be for a period no less than three (3) months, subject to termination for cause, which cause shall be determined by the Buyer or Buyer Designee in its sole discretion. At the end of the initial three (3) month term, the Buyer or Buyer Designee shall have the option to extend employment to those Business Employees as it determines in its sole discretion. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying with the terms of this Section 5.4 and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) with respect to the period beginning on December 29, 2017 and ending on the Closing Date. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the employees to Buyer or a Buyer Designee, including with respect to notice and other procedural requirements. Any offered Employee who accepts Buyer’s offer of employment and commences employment with Buyer or a Buyer Designee shall be referred to as a “Transferred Employee”. Employment of the Transferred Employees with Buyer or a Buyer Designee shall be effective as of the day following the close of business on the Closing Date. c) Where terms are not dictated by applicable Law, Buyer or a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees, during their employment with Buyer or a Buyer Designee, at a minimum, the same base salaries or, as applicable, base wage rates, offered by Seller immediately prior to the Closing Date (but taking into account the 2018 salary increases) as set forth on Schedule 3.10(a)(i). Except as expressly set forth in this Section 5.4, no Benefit Plans or assets of any Benefit Plan shall be transferred to Buyer or any Affiliate of Buyer. d) Seller and Buyer intend that the transactions contemplated by this Agreement shall not constitute a severance of employment, under the terms of any Benefit Plan of Seller, of any Transferred Employee prior to or upon the consummation of the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date. Notwithstanding anything to the contrary in this Agreement, Buyer shall provide, at a minimum, severance benefits substantially equivalent to the benefits contained in the plans listed or as described on Schedule 5.4(d) to Transferred Employees whose employment is terminated involuntarily by Buyer on or before December 31, 2017 other than terminations in circumstances that would not require payments of severance benefits under Seller’s severance plan. e) Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at any time with or without cause unless required otherwise under applicable Law. Nothing in this Section 5.4, expressed or implied, shall confer upon any employee or former employee of Seller or related entities (including, without limitation, the Transferred Employees) any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that the provisions of this Section 5.4 are not intended to be for the benefit of or otherwise be enforceable by, any third party, including, without limitation, any Transferred Employees. No provision of this Section 5.4 shall create any rights in any such persons in respect of any benefits that may be provided under any Benefit Plan or any plan or arrangement which may be established or maintained by Buyer, shall be construed to establish, amend, or modify an Benefit Plan or any other benefit plan, program, agreement or arrangement nor shall require Seller, Buyer or any Affiliate of Seller or Buyer to continue or amend any particular benefit plan and any such plan may be amended or terminated in accordance with its terms and applicable Law

  • 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.

  • Relief Employees Relief or part-time employees shall be paid the same hourly rate as full-time employees in the same occupational classification.

  • Transferred Employees Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

  • Continuing Employees “Continuing Employees” is defined in Section 6.4 of the Agreement.

  • Newly Hired Employees All employees hired to an insurance eligible position must make their benefit elections by their initial effective date of coverage as defined in this Article, Section 5C. Insurance eligible employees will automatically be enrolled in basic life coverage. If employees eligible for a full Employer Contribution do not choose a health plan administrator and a primary care clinic by their initial effective date, and do not waive medical coverage, they will be enrolled in a Benefit Level Two clinic (or Level One, if available) that meets established access standards in the health plan with the largest number of Benefit Level One and Two clinics in the county of the employee’s residence at the beginning of the insurance year. If an employee does not choose a health plan administrator and primary care clinic by their initial effective date, but was previously covered as a dependent immediately prior to their initial effective date, they will be defaulted to the plan administrator and primary care clinic in which they were previously enrolled.

  • Rehired Employees Amounts forfeited upon termination of employment because of the failure to meet the applicable vesting requirements shall not be reinstated or re-credited if an individual is subsequently rehired or re-employed by the School Corporation. However, if the board shall have approved a leave of absence of not more than one (1) fiscal year for an employee, such period of leave shall not result in forfeiture provided the employee shall promptly return to employment following the expiration of the period of leave.

  • Summer Employment 5.10.1 Summer employment is defined as temporary employment of employees during their non-contract days between the end of one school year and the beginning of the next school year in classifications covered by this agreement. 5.10.2 All terms and conditions of this agreement shall be in force throughout any period of "summer employment" except for any deviations specifically addressed in thissection. 5.10.3 Employees who wish to be employed in summer employment must apply for a position(s) advertised on the district's employment website as temporary summer positions become available. 5.10.4 Employees shall be eligible for summer employment according to the employee's classification, district wide seniority, training, experience, and skills and the needs of the district.

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