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).
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German Employees. 16.1 The Sellers and the Purchasers assume that in relation to the German Employees the transaction contemplated under this Agreement qualifies as a transfer of an undertaking in accordance with Section 613a of the German Civil Code and ZDVG and VG shall comply with their obligations under the German legal provisions and otherwise inform and consult with representatives of the German Employees affected by the sale and purchase of the German Business.
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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.
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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.
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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.
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Related to German Employees

  • 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.

  • 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.

  • 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.

  • 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

  • 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.

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

  • Leased Employees If a Leased Employee is a Participant in the Plan and also participates in a plan maintained by the leasing organization: (Choose (a) or (b))

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

  • Labor Matters; Employees (a) (i) There is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of Parent, threatened against or affecting Parent or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent or any of its Subsidiaries, (iii) none of the employees of Parent or any of its Subsidiaries are represented by any labor organization and none of Parent or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) Parent and its Subsidiaries have each at all times been in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against Parent or any of its Subsidiaries pending or, to the knowledge of Parent, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

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