Hired Employees. Seller will transfer to Buyer any records relating to withholding and payment of income and unemployment Taxes (federal, state and local) and FICA and FUTA Taxes and any and all state unemployment payment reserves or charge history with respect to wages paid to Hired Employees for the calendar year in which the Closing occurs (including Forms W-4 and Employee’s Withholding Allowance Certificates. Buyer and Seller shall adopt the “standard procedure” for preparing and filing Forms W-2, as described in IRS Revenue Procedure 2004-53. Seller will provide to Buyer records relating to FICA and FUTA Taxes for the year of the Closing so that Buyer may apply the “successor employer” rule with respect thereto.
Hired Employees. (i) Upon terms and conditions set by the NEW OPERATORS, as described herein, the NEW OPERATORS shall offer employment to, substantially all employees of the Facilities who, as of the Closing Date, are actively working at the Facilities. NEW OPERATORS shall also offer employment upon the terms and conditions set forth herein, to all employees of OWNERS (expressly excluding the administrators of the Facilities who are employed by Current Manager, unless said administrators should elect to accept employment with NEW OPERATORS upon terms and conditions negotiated outside this Agreement and not addressed herein) who, as of the Closing Date are on a leave of absence pursuant to OWNERS’ Family and Medical Leave of Absence Policy or due to work-related injury or illness, when and only when they return from such leave. NEW OPERATORS shall defend, hold harmless and indemnify OWNERS from and against any and all claims, causes of action and liability for or relating to the failure of NEW OPERATORS to hire or offer employment to any OWNERS employees, on the terms set forth in this Section 4.01(a), who are as of the Closing Date (i) actively working, or (ii) on a leave of absence pursuant to OWNERS’ Family and Medical Leave of Absence Policy, or (iii) on a leave of absence due to a work-related injury or illness. All such employees electing to accept employment with NEW OPERATORS, are hereinafter referred to as the (“Hired Employees”). It is understood that NEW OPERATORS shall not be responsible for any disability or workers’ compensation benefits for any 10370946.3 13 employees on leave of absence pursuant to OWNERS’ Family and Medical Leave of Absence Policy or due to a work-related injury or illness that are receiving such benefits as of the Closing Date until such time as they become Hired Employees. As to each of the Hired Employees, NEW OPERATORS shall recognize each such Hired Employee’s original hire date and shall continue to employ each such Hired Employee for a period of no less than ninety (90) days following the Closing Date, unless the employment of such Hired Employee is terminated in accordance with NEW OPERATORS’ personnel policies, or as a result of such Hired Employee’s resignation. Any such employment of a Hired Employee by NEW OPERATORS shall be on terms which require said Hired Employee to perform comparable services, in a comparable position and at the same base salary as such Hired Employee enjoyed with the Facilities prior to the Closing Date. O...
Hired Employees. In addition to the employment of the Selling Members as provided in the Service Agreement, as a condition of closing to this Agreement, Purchaser shall offer employment to all of the employees of CFES listed on Schedule 5.1 hereto, such employment to be effective as of the Effective Date; provided that, except as may be provided in agreements with the Selling Members, this Agreement shall not be deemed to impose upon Purchaser any continuing obligation after the Effective Date to offer such employment to or to employ or continue the employment of, any employee of CFES, or to maintain the compensation of any employee at any particular level. Seller and the Selling Members shall use commercially reasonable efforts to encourage all the employees listed on Schedule 5.1 to accept employment with Purchaser. Those employees hired by Purchaser will be referred to herein as the "Hired Employees." On the Effective Date, Seller will ensure full and final payment to such Hired Employees of all salary, commissions, accrued bonuses, any severance payments and benefits (including accrued vacation and personal time off) that are vested and payable as of the close of business on the day preceding the Effective Date. Seller and Purchaser will cooperate to transition the Hired Employees to Purchaser's benefit programs so as to minimize (to the extent reasonably possible) the loss of benefits of the Hired Employees. Each Hired Employee will be credited with his/her full period of service with CFES for all purposes under Purchaser's employee benefit plan, seniority arrangements, compensation programs and any other employment-based arrangement that takes duration of employee service into account.
Hired Employees. At any time during the Transition Period, Purchaser may make offers of employment to certain employees of Seller that have been providing transition services under the Transition Services Agreement to become employees, consultants or independent contractors of Purchaser or its Affiliates (“Designated Individuals”). In the event that Purchaser makes such offers to any Designated Individuals, Purchaser shall not take or assume any Liabilities with respect to such Designated Individuals for their period of service, engagement or employment to the Seller or its Affiliates. In the event that the Designated Individual accepts the terms proposed by Purchaser or its Affiliates with respect to employment or engagement, then Seller shall terminate the employment of such Designated Individuals. Seller shall cooperate with and use commercially reasonable efforts to assist Purchaser and its Affiliates in their respective efforts to secure satisfactory employment or other engagement arrangements with the Designated Individuals, including providing Purchaser with access to the Designated Individuals for purposes of negotiating terms of employment or engagement. Nothing contained in this Agreement shall confer upon any Designated Individuals any right with respect to employment, or continuance thereof, or any other engagement with Purchaser or one of its Affiliates, nor shall anything herein interfere with the right of Purchaser and its Affiliates to terminate the employment or engagement of any of the Designated Individuals at any time, with or without cause and with or without prior notice, or restrict Purchaser or its Affiliates in the exercise of their independent business judgment in modifying any of the terms and conditions applicable to the Designated Individuals. Purchaser shall have no obligation with respect to claims by any employee of Seller, including any Designated Individuals, whether under any Pension Plan or for severance, unpaid wages, unpaid accrued time off, unpaid bonuses, credit for prior service, unpaid commissions or otherwise. Seller shall be responsible for any and all Liability under the WARN Act or other Legal Requirements that arise out of or result from any termination of employment by Seller. Seller shall not be obligated to continue to employ any individual, except to the extent provided in the Transition Services Agreement during the Transition Period.
Hired Employees. As of the Closing, ULURU shall offer employment to the employees of Access set forth on Schedule 8.8, at substantially the same level of compensation and benefits as provided by Access immediately prior to the Closing, to continue working in connection with the development of the Product Intellectual Property, provided that Access makes no representation as to whether any such employees will accept employment by ULURU and it shall not be a breach of this Agreement by Access if any such employee does not accept employment by ULURU (all such hired employees, the “Hired Employees”); provided, however, that nothing contained in this Section 8.8 shall require that ULURU continue to employ any Hired Employee after the Closing Date or restrict ULURU’s ability to change the level of compensation and benefits provided to any Hired Employee after the Closing Date. ULURU shall be responsible for all compensation expenses relating to the Hired Employees, to the extent accrued or payable after the Closing Date, including, without limitation, severance (including any severance or displacement pay, if any, due for any Hired Employee subsequently terminated by ULURU, with any such obligations to be determined by the terms of the severance or displacement pay arrangements maintained by Access and ULURU, respectively), benefits, vacation, sick time and all such other expenses. During the period from the Closing Date through December 31, 2005, Access shall continue to pay all compensation expenses due the Hired Employees, provided that ULURU shall reimburse Access for all such payments made to the Hired Employees within one (1) day upon notice from Access of its making any such payment. Beginning January 1, 2006, ULURU shall pay all such compensation expenses due the Hired Employees and Access shall have no obligation to make any payments in connection therewith.
Hired Employees. Buyer represents to Seller that Buyer does not currently contemplate a facility closing or layoff of, Hired Employees, or any terminations that in the aggregate would affect more than ten percent (10%) of Hired Employees during the one (1) year period following the Closing. Subject to any of the limitations set forth in Article 13, Buyer shall indemnify, defend and hold Seller harmless from and against any and all reasonable loss, cost, damage, or expense, including reasonable attorneys’ fees arising out of or connected to a breach by Seller of this representation and warranty contained in this Section 5.8.
Hired Employees. Purchaser shall provide the Seller with the Notice of Hired Employees as described in Section 2.10.
Hired Employees. Schedule 2.22.14 hereto sets forth a current schedule of all employees of the Seller and the Company and who, as of the Closing Date, will be employed by the Company on an “at will” basis, including, without limitation, employees of the Seller or the Company who currently are on a leave of absence or disability leave (the “Hired Employees”). There are no persons employed by the Company who are not included as a “Hired Employee”, and who are not employed on an “at will” basis. The Seller and the Company, with respect to the Hired Employees, are in compliance with all federal, state and local laws and regulations respecting employment and employment practices, labor practices, terms and conditions of employment and wages and hours. During the three (3) years prior to the Closing Date, there has not been any labor dispute, law or regulation or any event or condition of any character whatsoever regarding labor or employment that has not been resolved, and there are no pending claims regarding employment or employment practices or other labor disputes of any kind, no to the knowledge of the Seller, is any threatened.
Hired Employees. Effective as of the Closing Date, Seller shall terminate the employment of each of the Business Employees. Effective as of the Closing Date, Purchaser or its Affiliate may make an offer of employment to certain of such employees, with initial base salaries or hourly rates, benefits, incentive bonus opportunities, and other terms and conditions of employment as determined by Purchaser. Those employees who accept employment with Purchaser shall, as of the Effective Time, become employees of Purchaser or its Affiliate (the “Hired Employees”) as new hires on an at will basis; provided, however, that for purposes of determining seniority and employee benefits, the Hired Employees’ start date with Sellers shall be deemed to be their start date with Purchaser or its Affiliates. At the Effective Time, the active participation of all Hired Employees in each of Sellers’ benefit plans, if any, shall terminate in accordance with the terms, provisions and/or procedures of each such benefit plan. Subject to the assumption of the Accrued Vacation Liabilities by Purchaser, Sellers shall be responsible for all severance, health insurance, COBRA benefits and other liability, if any, for each employee of Seller, terminated by Seller, whether or not such employee accepts employment with Purchaser as a Hired Employee.
Hired Employees. (a) No later than immediately prior to the Closing, Parent shall terminate, or shall cause to be terminated, each Hired Employee's employment with Parent and its Subsidiaries and Parent shall satisfy, or shall cause to be satisfied, all Parent’s obligations to such Hired Employees arising in connection with such Hired Employees' employment with Parent and its Subsidiaries and the termination thereof.
(b) Immediately after the Closing, Clarient shall offer employment with Clarient or Buyer to each of the Hired Employees, (i) at a salary level substantially comparable to that in effect with respect to each such Hired Employee as of the date hereof, and (ii) with employee benefits which are, with respect to each such Hired Employee, no less favorable in the aggregate than the benefits provided to similarly situated employees of Clarient.
(c) No provision of this Section 7.11 shall create any third-party beneficiary or other rights in any Hired Employee, including without limitation in respect of continued employment with Buyer or its Affiliates for any period of time. No provision of this Section shall obligate Buyer or any of its Affiliates to adopt or maintain any employee benefit plan or arrangement at any time.
