EU Employees Sample Clauses

EU Employees. For the purposes of this Agreement, the term “EU Employees” means all employees listed by name and country of employment in Schedule 3.13(e). Except as set forth on Schedule 3.13(e),
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EU Employees. (i) The Buyer and Sellers acknowledge and agree that the contracts of employment with respect to the EU Employees listed in Section 2.12(a) of the Disclosure Schedule who become Continuing Employees (the “EU Business Employees”) shall not terminate upon Closing. Instead, such contracts of employment shall transfer automatically to Buyer (or relevant Affiliate of Buyer), in accordance with Applicable Law. Except as set out in this Agreement or in Section 9.1(c) of the Disclosure Schedule, all Employment Liabilities arising after the Closing in respect of EU Business Employees who so transfer to Buyer or relevant Affiliate of Buyer, shall from Closing be borne by Buyer or a relevant Affiliate of Buyer. For the avoidance of doubt, all wages, salaries and ongoing employer’s tax liabilities and other periodic outgoings in respect of the EU Business Employees which relate to a period (A) after the Closing Date shall be borne or discharged by the Buyer and (B) on or before the Closing Date shall be borne or discharged by the Sellers.
Sample 1
EU Employees. The Buyers and the Sellers acknowledge and agree that the contracts of employment of EU Employees shall not terminate upon the Closing. Instead (save in the case of any EU Employee who validly objects to transferring in accordance with Applicable Law), such contracts of employment of EU Employees identified in Schedule 9.1(c) shall, with the consent of such EU Employees, transfer automatically to SCI (or relevant Affiliate of SCI), in accordance with Applicable Law. All Employment Liabilities which existed on or prior to the Closing in respect of EU Employees shall remain with, and be the responsibility of, the Sellers, and all Employment Liabilities which arise after the Closing in respect of EU Employees who so transfer to SCI or its relevant Affiliate shall be the responsibility of SCI or its relevant Affiliate.
Sample 1
EU Employees. (i) Buyer and Sellers acknowledge and agree that the contracts of employment of the Designated Employees named on Schedule 9.3(c)(i) (the “EU Employees”) shall not terminate upon Closing. Instead (save in the case of any EU Employee who validly objects to transferring in accordance with applicable law), such contracts of employment shall transfer automatically to Buyer (or its relevant Affiliate), in accordance with applicable law. All Employment Liabilities to the extent related to the period after the Closing in respect of EU Employees who so transfer to Buyer or an Affiliate of Buyer, shall from Closing be borne by Buyer or such Affiliate of Buyer. For purposes of this Agreement, “
Sample 1
EU Employees 
Sample 1

Related to EU Employees

  • 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.

  • Transferred Employees Harpoon’s employment of the Transferred Employees shall terminate at 11:59 p.m. Pacific Time on the Series B Closing Date. Prior to or in conjunction with the Series B Closing, Maverick shall in good faith offer employment to the Transferred Employees, pursuant to terms of written offer letters, with such employment to commence on the first Business Day immediately following the Series B Closing Date. In the event that any such Transferred Employee accepts Maverick’s offer of employment either before or after the Series B Closing, Maverick shall be responsible for all Liabilities (including salaries and benefits, including the maintenance of appropriate levels of workers’ compensation insurance) arising out of any such employment from and after the initial date of the Transferred Employee’s employment with Maverick. Harpoon shall be responsible for providing notice and health continuation coverage under COBRA to any Transferred Employee (and his/her qualified beneficiaries) who experiences a qualifying event after the Series B Closing Date. With respect to all confidentiality and invention assignment provisions applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing, Harpoon shall enforce such provisions on behalf of Maverick, at Maverick’s request and expense, to the extent that Maverick cannot enforce such Contracts directly. Effective upon the Series B Closing, Harpoon hereby waives (x) any non-competition or similar provisions and (y) any confidentiality provisions, to the extent restricting disclosure or use of the Transferred Intellectual Property or use of the license set forth in Section 2.2(a), in each case ((x) and (y)) applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing.

  • Business Employees Immediately after the date of this Agreement, Buyer shall offer employment to each Business Employee set forth on Schedule 6.6(a). Buyer shall reimburse Seller for severance obligations (if any) arising as a result of the rejection of Buyer’s offer of employment by any Business Employee. Buyer shall cause each offer of employment to a Business Employee pursuant to this Section 6.6(a) to provide for (i) an annual salary or hourly wage rate (as applicable), (ii) annual and long-term bonus and incentive compensation opportunities (other than incentive compensation opportunities related to the transactions contemplated by this Agreement), and (iii) employee benefit plans, programs and arrangements (collectively “Employment Terms”) that are substantially comparable, in the aggregate, to those provided to Buyer’s employees in similar positions. In addition, Buyer may offer employment to the Business Employees set forth on Schedule 6.6(b), on terms to be mutually agreed upon, at the Buyer’s sole discretion. Buyer shall reimburse Seller for severance obligations (as set forth on Schedule 6.6(c)), actually paid by Sellers or Parent, arising as a result of the rejection of Buyer’s offer of employment by any Business Employee or arising as a result of Buyer’s failure to offer employment to any Business Employee if such Business Employee is terminated by Seller within thirty (30) days of the Closing Date. Any Business Employee who accepts Buyer’s offer of employment pursuant to this Agreement shall be a “Transferred Employee.” Nothing herein shall restrict the right of Buyer or a Subsidiary of Buyer to terminate the employment of any Transferred Employee after the Closing Date. Any reimbursement of severance obligations by Buyer to Seller, as set forth above, shall occur within ten (10) days of a reimbursement request from Seller.

  • Active Employees At or before the Effective Time, New Ceridian shall, or shall cause its Subsidiaries to, employ or continue to employ each New Ceridian Employee who, at the time such action is taken, is actively employed. Any employment agreement between New Ceridian and such an employee shall (i) supersede any employment agreement between such employee and the Corporation and (ii) release the Media Information Indemnitees from all Liabilities and responsibility with respect to any Employment Related Claims arising prior to the Effective Time or in connection with the transactions contemplated by this Agreement or the Distribution Agreement. Any employment agreement between the Corporation and a New Ceridian Employee shall, as of the Effective Time and subject to any contrary provisions of such agreement, be deemed to be assigned to New Ceridian.

  • Former Employees Newco shall have no Liability with respect to (1) Former Employees or (2) as provided in the Transaction Agreement, former employees of JBG or its Affiliates who had a termination event on or prior to the Closing, in each case, regardless of when such Liability arises. Vornado shall retain Liability, if any, with respect to Former

  • Other Employees Except as may be required in the performance of Employee’s duties hereunder, Employee shall not cause or induce, or attempt to cause or induce, any person now or hereafter employed by the Company or any of its affiliates to terminate such employment. This obligation shall remain in effect while Employee is employed by the Company and for a period of one (1) year thereafter.

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

  • Non-U.S. Employees If the Executive is a foreign national, located outside the United States, not compensated from a payroll maintained in the United States, or otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, the Committee may apply or interpret the terms and conditions of this Award in a manner that, in the Committee’s judgment, may be necessary or desirable to comply with such legal or regulatory provisions.

  • Key Employees The Adviser is not aware that (i) any of its executives, key employees or significant group of employees plans to terminate employment with the Adviser or (ii) any such executive or key employee is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by either the Adviser’s present or proposed business activities, except, in each case, as would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect.

  • Affected Employees Affected Employees" shall mean employees of the Seller who are employed by Buyer immediately after the Closing Date.

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