German Employees Sample Clauses

German Employees. (i) Schedule 7.4(b)(i) contains a complete and accurate list of employees who will be transferred to Buyer pursuant to section 613a German Civil Code (Bürgerliches Gesetzbuch – BGB) (“German Employees”) including but not limited to information on base pay, bonus, vacation, seniority, notice periods and special dismissal protection (e.g. maternity, works council, disablement and/or old age protection). (ii) The employment contracts of the German Employees shall be transferred to Buyer with all rights and obligations with effect as of the Closing Date pursuant to section 613a German Civil Code, provided that the relevant German Employee does not object to the transfer. (iii) Seller and Buyer shall inform each other without undue delay of the receipt of all objections to transfer by German Employees. (iv) Prior to the Closing Date Seller and Buyer shall jointly provide written information to the German Employees listed in Schedule 7.4(b)(i) as provided for in section 613a (5) German Civil Code by means of a letter substantially in the form attached in Exhibit I (subject to additions and modifications as are reasonably necessary to comply with the requirements under applicable Law). (v) In the event that a claim or allegation is made by an employee or former employee of the Seller who is not a German Employee (an “Unexpected Employee”) that he/she has or should have transferred to the Buyer by virtue of section 613a German Civil Code, Seller shall indemnify Buyer against any Liabilities incurred by the Buyer arising out of or in connection with the transfer of the Unexpected Employee. (vi) Seller shall indemnify Buyer against any Liabilities incurred by Buyer arising from claims by German Employees in respect of and/or related to the time prior to the transfer of the employment. The obligation to indemnify also includes – unless agreed expressly otherwise in the following – obligations becoming due after the date of the transfer as well as valuation credits (Wertguthaben) plus the relevant social security contributions of the employer which have been accrued with Seller until the date of the transfer on the basis of an agreement on flexible working time (including partial retirement – Altersteilzeit). Buyer shall indemnify the Seller – unless agreed expressly otherwise in this Agreement – against any liabilities incurred by the Seller arising from claims by German Employees in respect of and/or related to the time post transfer. (vii) Seller shall inform Buyer...

German Employees. The representations and warranties in Section 3.15(c) apply only with respect to German Employees. (i) There are no material change-of-control agreements between Deutsche Bank, the DB Entities or the Sellers and any Business Employee whose employment is subject to the Laws of Germany (each such employee, a “German Employee” and collectively, the “German Employees”) that provide for an entitlement to premature termination and/or claims for severance payment with regard to the transactions contemplated under this Agreement. The consummation of the transactions contemplated under this Agreement will not provide an entitlement to any German Employee for premature termination and/or claims for severance payment or any other termination pay or benefits under a Deutsche Bank, a DB Entity or a Seller plan, policy or program or under any employment agreement or applicable Law. Except as set forth in Section 3.15(c)(i) of the Seller Disclosure Schedule, Deutsche Bank, the DB Entities and the Sellers have no employment or contractual relationship with any German Employee, other individual or entity of the Business, either as an employee, individual contractor (Xxxxxx Mitarbeiter), consultant, agent or otherwise. (ii) Except as set forth in Section 3.15(c)(ii)(A) of the Seller Disclosure Schedule, as of the date hereof, none of Deutsche Bank, the DB Entities or the Sellers is bound to or a party to any collective bargaining agreements (Tarifverträge). Except as set forth in Section 3.15(c)(ii)(B) of the Seller Disclosure Schedule, as of the date hereof, there are no internal labor agreements (Betriebsvereinbarungen, Gesamtbetriebsvereinbarungen, Konzernbetriebsvereinbarungen) applicable to the German Employees. Except as set forth in Section 3.15(c)(ii)(C) of the Seller Disclosure Schedule, as of the date hereof, there are no directives (Richtlinien) or agreements applicable to the managerial staff (leitende Angestellte). (iii) (A) Section 3.15(c)(iii)(A) of the Seller Disclosure Schedule sets forth a complete and accurate list of the employee benefit plans, programs, policies, arrangements and agreements (including, without limitation, any bonus, retention, incentive, deferred compensation, vacation, equity, severance, change-of-control or fringe benefit plan, program, policy, arrangement or agreement) applicable to German Employees (each, a “German Benefit Plan” and collectively, the “German Benefit Plans”). Deutsche Bank has made available to Purchaser a true and c...

German Employees. (a) The parties acknowledge and agree that ----------------- pursuant to Para. 613 a German Civil Code, the contracts of employment between Seller and each of the employees of the Business located in Germany (the "German ------ Employees"), including any rights or obligations resulting from collective --------- labour or work agreements, will have effect from the day of the Closing as if made originally between the Company and each such German Employee. Moreover, the parties acknowledge and agree that pursuant to Para. 613 a German Civil Code, the terms and conditions of the employment of any such German Employee for a period of one year from the Closing can neither be validly altered to the disadvantage of any German Employee nor be terminated for reason of the transfer of the Business. The parties acknowledge that each of the German Employees has the right to protest against the transfer of his employment to the Company and in this case will remain an employee of Seller. (b) The Company agrees to assume the outstanding obligations in respect of untaken holiday entitlements and unpaid holiday remuneration of the German employees accrued up to the Closing and disclosed on Section 10.05 of the Seller Disclosure Schedule. (c) As soon as reasonably practicable after the Closing, the parties shall together deliver to the German Employees a letter, in the agreed form, between them notifying the German Employees of the transfer of their employment.

German Employees. Buyer acknowledges that certain employees have expressed an intention to make claims if they are terminated as employees of either or both the Company or vivoPharm Europe Ltd, German HRB 171984 (an entity purchased from the Company by Buyer on December 30, 2022) (EU Company), for amounts allegedly due to them from the Company and in relation to German labor and employment law, including the sole fulltime German employee, who has expressed an intention to make a claim of EUR 95,000 if terminated. Buyer must satisfy or cause to be satisfied all amounts due to all current or former employees of the Company or the EU Company for services to either of such entities or their affiliates under contract or German law or payroll legislation in full on or before March 14, 2023. Buyer represents that it has the payroll mechanisms in place to do so and must notify Seller immediately on doing so.

Related to German Employees

Shift Employees Employees who work rotating shift patterns or those who work qualifying shifts shall be entitled, on completion of 12 months employment on shift work, to up to an additional 5 days annual leave, based on the number of qualifying shifts worked. The entitlement will be calculated on the annual leave anniversary date. Qualifying shifts are defined as a shift which involves at least 2 hours work performed outside the hours of 8.00am to 5.00pm, excluding overtime. Number of qualifying shifts per annum Number of days additional leave per annum 121 or more 5 days 96 – 120 4 days 71 – 95 3 days 46 – 70 2 days 21 – 45 1 day
Active Employees Active Employees who have not terminated service during the Plan Year and who meet the following requirements (select all that apply; leave blank if no exclusions): a. [ ] The Employee must be at least age (e.g., 55) b. [ ] The value of the sick and/or vacation leave must be at least $ (e.g., $2,000) c. [ ] A contribution will only be made if the total hours is over (e.g., 10) hours d. [ ] A contribution will not be made for hours in excess of (e.g., 40) hours
FOREIGN EMPLOYEES 1B VISA costs shall not be passed through to the Authorized User under this Contract. Although Authorized Users will not affirm employment for immigration purposes, an Authorized User may be asked to confirm Contractor’s statement of the individual’s employment for immigration purposes. Based on RFQ security requirements the Authorized User may require that all staff must be citizens of the United States, and if so, Authorized User will indicate in the RFQ.
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
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.
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.
Former Employees All Employees terminating service with the Employer during the Plan Year and who have satisfied the eligibility requirements based on the terms of the Employer's accumulated benefits plans checked below (select all that apply; leave blank if no exclusions): a. [ ] The Former Employee must be at least age (e.g., 55) b. [ ] The value of the sick and/or vacation leave must be at least $ (e.g., $2,000) c. [ ] A contribution will only be made if the total hours is over (e.g., 10) hours d. [ ] A contribution will not be made for hours in excess of (e.g., 40) hours
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.
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.
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.

German Employees Sample Clauses

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Related to German Employees