Common use of Hiring Employees Clause in Contracts

Hiring Employees. (a) At the Closing the Buyer will offer employment to the employees of the Seller listed on SCHEDULE 7.3 hereto. The employees accepting such offer are referred to below as the "ASSUMED EMPLOYEES". (b) The Seller shall retain all responsibility (including all responsibility for severance) for all employees of the Seller other than the Assumed Employees. The Buyer shall have all responsibility for severance to any Assumed Employee. In addition, the Seller shall retain all responsibility to its employees (including the Assumed Employees with respect to all periods prior to the Closing) under the Employee Benefit Plans. Nothing in this Agreement shall obligate the Buyer to make any offer of employment to anyone other than an Assumed Employee or, except as provided in paragraph (c) below, to provide continued employment to any employee of the Seller, whether or not the subject of an employment offer from the Buyer, for any specified period of time following the Closing Date, or to maintain the same terms of employment (including compensation and benefits) for any specified period of time following the Closing Date. The Buyer will offer employment as of the Closing Date only to the persons listed on SCHEDULE 7.3. (c) The Buyer agrees that, for a period of 60 days after the Closing Date, it will not cause any of the Assumed Employees hired by it to suffer "employment loss", excluding any employment loss in connection with the completion of a project as contemplated by 29 U.S.C. [section]2103, for purposes of the Worker Adjustment and Retraining Notification Act, 29 U.S.C. [sections]2101-2109, and related regulations (the "WARN ACT") if such employment loss could create any liability for the Seller, unless the Buyer delivers notices under the WARN Act in such a manner and at such a time that the Seller bears no liability with respect thereto. The Seller agrees that, for a period of 60 days after the Closing Date, it will not cause any of its employees to suffer an "employment loss", excluding any employment loss in connection with the termination of a project as contemplated by 29 U.S.C. [section]2103, for purposes of the WARN Act if such employment loss could result in any liability for the Buyer, unless the Seller delivers notices under the WARN Act in such a manner and at such a time that the Buyer bears no liability with respect thereto. (d) On the next regularly scheduled pay date after the Closing, the Seller will pay the Assumed Employees all amounts due under the Employee Benefit Plans, the Seller's policies and applicable Laws for items that have accrued to the Closing Date. (e) The Seller agrees to provide reasonable cooperation to the Buyer in connection with the transition by the Assumed Employees and their dependents and beneficiaries to the medical and dental benefits coverage offered by the Buyer. To the extent not prohibited by applicable Laws or any confidentiality obligations of the Seller, this cooperation will include the provision by the Seller to the Buyer or the Buyer's insurers of information regarding any pre-existing conditions of the Assumed Employees or any of their dependents or beneficiaries.

Hiring Employees. (a) At the Closing Closing, the Buyer will offer employment to all persons who are MMIC Business employees at Closing (including employees on leave, disability or workers compensation) or are subject to outstanding employment offers from the employees of the Seller MMIC Business at Closing, except for any persons listed on SCHEDULE 7.3 hereto11.1 (as such schedule may be updated by the Buyer at the Closing, provided that the total number does not exceed 32). The All such offers shall be for the same pay and comparable benefits as those in effect at Closing. Such offers and the benefits to be provided to the Assumed Employees shall recognize the date of hire and time of service with the Seller for all purposes. All employees accepting such offer offers are referred to below in this Agreement as the "ASSUMED EMPLOYEES"" and their employment with the Buyer will be deemed to have commenced immediately after 11:59 p.m., Dallas local time, on the Closing Date. (b) The Seller shall retain all responsibility (including all responsibility for severance) for all employees of the Seller other than the Assumed Employees. The Buyer shall have all responsibility for severance to any Assumed Employee. In addition, the Seller shall retain all responsibility to its employees (including the Assumed Employees with respect to all periods prior to the Closing) under the Employee Benefit Plans. Nothing in this Agreement shall obligate the Buyer to make any offer of employment to anyone other than an Assumed Employee or, except as provided in paragraph (c) below, to provide continued employment to any employee of the Seller, whether or not the subject of an employment offer from the Buyer, for any specified period of time following the Closing Date, or to maintain the same terms of employment (including compensation and benefits) for any specified period of time following the Closing Date. The Buyer will offer employment as of the Closing Date only to the persons listed on SCHEDULE 7.3. (c) The Buyer agrees that, for a period of 60 days after the Closing Date, it will not cause any of the Assumed Employees hired by it to suffer "employment loss", excluding any employment loss in connection with the completion of a project as contemplated by 29 U.S.C. [section]2103, " for purposes of the Worker Adjustment and Retraining Notification Act, 29 U.S.C. [sections]2101Sections 2101-2109, and related regulations (the "WARN ACT") if such employment loss could create any liability for the Seller, unless the Buyer delivers notices under the WARN Act in such a manner and at such a time that the Seller bears no liability with respect thereto. The . (c) Subject to the Seller agrees thathaving obtained the prior written consent of the DOJ to rehire employees of the MMIC Business pursuant to this Section 11.1(c), for a period of 60 the Buyer may at any time up to ninety (90) days after the Closing Dateby written notice to the Seller cause the Seller to offer employment to up to 32 (LESS the number of employees listed on SCHEDULE 11.1, it will not cause any as such schedule may be updated by the Buyer at the Closing) of its the Assumed Employees, with such employees to suffer an "employment loss", excluding any employment loss be designated by the Buyer in connection with the termination of a project as contemplated by 29 U.S.C. [section]2103, for purposes of the WARN Act if notice. All such employment loss could result in any liability offers shall be for the Buyer, unless same pay and comparable benefits as in effect at the Seller delivers notices under Closing. The persons accepting the WARN Act in such a manner and at such a time that Seller's offers of employment are referred to herein as the "REHIRED EMPLOYEES". In the event any persons designated by the Buyer bears no liability with respect thereto. (d) On for rehiring do not accept the Seller's employment offer, if the Buyer within the next regularly scheduled pay date after thirty (30) days terminates such employees' employment and the ClosingBuyer is responsible for severance to such employees consistent with Section 11.2(b) below, the Seller will pay shall reimburse the Assumed Employees all amounts due under Buyer for such severance. In addition, in the Employee Benefit Plansevent that by the 90th day after the Closing the Seller has not obtained the prior written consent of the DOJ to rehire employees of the MMIC Business pursuant to this Section 11.1(c), the Seller's policies and applicable Laws for items that have accrued Buyer may by written notice to the Closing Date. Seller designate up to 32 (e) The Seller agrees to provide reasonable cooperation to LESS the number of employees listed on SCHEDULE 11.1, as such schedule may be updated by the Buyer in connection with at the transition by the Assumed Employees and their dependents and beneficiaries to the medical and dental benefits coverage offered by the Buyer. To the extent not prohibited by applicable Laws or any confidentiality obligations of the Seller, this cooperation will include the provision by the Seller to the Buyer or the Buyer's insurers of information regarding any pre-existing conditions Closing) of the Assumed Employees or any of their dependents or beneficiariesthat the Buyer intends to terminate within the next thirty (30) days. In the event that the Buyer within such thirty (30) day period terminates such employees' employment and the Buyer is responsible for severance to such employees consistent with Section 11.2(b) below, the Seller shall reimburse the Buyer for such severance.

Hiring Employees. (a) At the Closing the Buyer will offer employment to the employees of the Seller listed on SCHEDULE 7.3 hereto. The employees accepting such offer are referred to below as the "ASSUMED EMPLOYEES". (b) The Seller shall retain all responsibility (including all responsibility for severance) for all employees of the Seller other than the Assumed Employees. The Buyer shall have all responsibility for severance to any Assumed Employee. In addition, the Seller shall retain all responsibility to its employees (including the Assumed Employees with respect to all periods prior to the Closing) under the Employee Benefit Plans. Nothing in this Agreement shall obligate the Buyer to make any offer of employment to anyone other than an Assumed Employee or, except as provided in paragraph (c) below, to provide continued employment to any employee of the Seller, whether or not the subject of an employment offer from the Buyer, for any specified period of time following the Closing Date, or to maintain the same terms of employment (including compensation and benefits) for any specified period of time following the Closing Date. The Buyer will offer employment as of the Closing Date only to the persons listed on SCHEDULE 7.3. (c) The Buyer agrees that, for a period of 60 days after the Closing Date, it will not cause any of the Assumed Employees hired by it to suffer "employment loss", excluding any employment loss in connection with the completion of a project as contemplated by 29 U.S.C. [section]2103Section 2103, for purposes of the Worker Adjustment and Retraining Notification Act, 29 U.S.C. [sections]2101Sections 2101-2109, and related regulations (the "WARN ACT") if such employment loss could create any liability for the Seller, unless the Buyer delivers notices under the WARN Act in such a manner and at such a time that the Seller bears no liability with respect thereto. The Seller agrees that, for a period of 60 days after the Closing Date, it will not cause any of its employees to suffer an "employment loss", excluding any employment loss in connection with the termination of a project as contemplated by 29 U.S.C. [section]2103Section 2103, for purposes of the WARN Act if such employment loss could result in any liability for the Buyer, unless the Seller delivers notices under the WARN Act in such a manner and at such a time that the Buyer bears no liability with respect thereto. (d) On the next regularly scheduled pay date after the Closing, the Seller will pay the Assumed Employees all amounts due under the Employee Benefit Plans, the Seller's policies and applicable Laws for items that have accrued to the Closing Date. (e) The Seller agrees to provide reasonable cooperation to the Buyer in connection with the transition by the Assumed Employees and their dependents and beneficiaries to the medical and dental benefits coverage offered by the Buyer. To the extent not prohibited by applicable Laws or any confidentiality obligations of the Seller, this cooperation will include the provision by the Seller to the Buyer or the Buyer's insurers of information regarding any pre-pre- existing conditions of the Assumed Employees or any of their dependents or beneficiaries.

Hiring Employees. (a) At the Closing Closing, the Buyer will or will cause an RECI Company to offer employment to the employees those individuals listed on Schedule 9.1(a), each -------- ------ an employee of one or another of the Seller listed on SCHEDULE 7.3 hereto. The employees accepting such offer are referred to below as the "ASSUMED EMPLOYEES". (b) The Seller shall retain all responsibility (including all responsibility for severance) for all employees of the Seller other than the Assumed Employees. The Buyer shall have all responsibility for severance to any Assumed Employee. In addition, the Seller shall retain all responsibility to its employees (including the Assumed Employees Sellers primarily engaged in providing services with respect to all periods prior to the Closing) under the Employee Benefit PlansPurchased Business. Nothing in this Agreement The offer for each such individual shall obligate the Buyer to make any offer of employment to anyone other than an Assumed Employee or, except as provided in paragraph (c) below, to provide continued employment to any employee of the Seller, whether or not the subject of an employment offer from the Buyer, be for any specified period of time following the Closing Date, or to maintain the same terms of employment (including compensation and benefits) for any specified period of time following the Closing Date. The Buyer will offer employment base pay as such individual receives as of the Closing Date only and with benefits satisfying the Buyer's obligations under Section 9.2. The employment with the Buyer (or an RECI Company) of all such employees accepting such offers (the "Seller Employees") will be deemed to have commenced ------ --------- immediately after 11:59 p.m., Boston local time, on the persons listed on SCHEDULE 7.3Closing Date. (cb) The Buyer agrees that, for a period of 60 days after the Closing Date, it will not cause any Seller Employee or any of the employees of the RECI Subsidiaries (including employees on leave, disability or workers compensation) at Closing (collectively with the Seller Employees, the "Assumed Employees hired by it ------- Employees") to suffer "employment loss", excluding any employment loss in connection with the completion of a project as contemplated by 29 U.S.C. [section]2103, " for purposes of the Worker Adjustment --------- and Retraining Notification Act, 29 U.S.C. [sections]2101(S)(S)2101-2109, and related regulations (the "WARN ACTAct") if such employment loss could create any liability ---- --- for the SellerSellers, unless the Buyer delivers notices under the WARN Act in such a manner and at such a time that the Seller bears no liability with respect thereto. The Seller agrees that, for a period of 60 days after the Closing Date, it will not cause any of its employees to suffer an "employment loss", excluding any employment loss in connection with the termination of a project as contemplated by 29 U.S.C. [section]2103, for purposes of the WARN Act if such employment loss could result in any liability for the Buyer, unless the Seller delivers notices under the WARN Act in such a manner and at such a time that the Buyer bears Sellers bear no liability with respect thereto. (d) On the next regularly scheduled pay date after the Closing, the Seller will pay the Assumed Employees all amounts due under the Employee Benefit Plans, the Seller's policies and applicable Laws for items that have accrued to the Closing Date. (ec) The Seller agrees Sellers shall remain responsible for any severance benefits, termination indemnity payments or similar payments, if any, owed to provide reasonable cooperation to the Buyer any individual made an offer of employment as provided in connection with the transition by the Assumed Employees and their dependents and beneficiaries to the medical and dental benefits coverage offered by the Buyer. To the extent paragraph (a) above who does not prohibited by applicable Laws or any confidentiality obligations of the Seller, this cooperation will include the provision by the Seller to the Buyer or the Buyer's insurers of information regarding any pre-existing conditions of the Assumed Employees or any of their dependents or beneficiariesaccept such offer.

Hiring Employees. (a) At the Closing the Buyer will offer employment to the employees Schedule 6.3 hereto is a complete and accurate listing of the Seller listed on SCHEDULE 7.3 hereto. The employees accepting such offer are referred to below as the "ASSUMED EMPLOYEES". (b) The Seller shall retain all responsibility (including all responsibility for severance) for all employees of the Seller other than that devote their full time and effort in the Assumed operation of the Assets and the conduct of the Business (the "Employees") along with their current wages or salary. The Buyer shall have all responsibility for severance to any Assumed Employee. In addition, the Seller shall retain all responsibility to its employees (including the Assumed Employees with respect to all periods prior to the Closing) under the Employee Benefit Plans. Nothing in this Agreement shall obligate the Buyer to make any offer of employment to anyone other than an Assumed Employee or, except Except as provided in paragraph (c) belowSchedule 6.3 hereto, to provide continued employment to any employee effective as of the Seller, whether or not the subject of an employment offer from the Buyer, for any specified period of time following the Closing Date, or each of the Employees shall be terminated by the Seller and offered a position of employment with Buyer, subject to maintain passing Buyer's standard drug test for its new employees, with the same terms job duties and at the same wages as such Employee had with the Seller on the date hereof and with such other benefits as are consistent with the current policies and practices of Buyer (which benefits are substantially equal to those benefits currently provided by the Seller); provided, however, that with respect to each Employee who accepts employment (including compensation and benefits) for any specified period of time following the Closing Date. The with Buyer will offer employment as of the Closing Date only (the "Hired Employees"), the benefits to which such Employee shall be entitled to receive from Buyer as its employee shall be determined as if such Employee was hired by Buyer as of the date on which such Employee began his current period of employment with the Seller, except that the exclusivity period for coverage of pre-existing conditions under Buyer's current medical insurance plan shall be applicable to such Employee. Neither the Seller nor the Shareholder makes any representations or warranties to Buyer as to whether any of the Employees will accept employment with Buyer; provided, however, that each of the Seller and the Shareholder shall cooperate with Buyer in connection with any offer of employment from Buyer to the persons listed on SCHEDULE 7.3. Employees. The Employee noted in Schedule 6.3 hereto as being currently disabled (cthe "Disabled Employee") The will remain an employee of the Seller after the Closing Date until the Disabled Employee is able to return to work at which time the Disabled Employee shall be terminated by the Seller and offered a position of employment with Buyer, subject to passing Buyer's standard drug test for its new employees, with the same job duties and at the same wages as the Disabled Employee had with the Seller immediately prior to being disabled and will be otherwise treated as a Hired Employee hereunder. Buyer agrees that, shall be responsible for any and all obligations arising as a period result of 60 days the termination of any Hired Employees by Buyer after the Closing Date, it will not cause including, without limitation, any severance, accrued vacation pay, COBRA obligations, notices or compensation required under the Worker Adjustment and Restraining Act, employment discrimination complaints, unfair labor practices, charges, grievances under any collective bargaining agreements, breach of contract claims, and wrongful termination and related tort claims, but only to the Assumed Employees hired by it to suffer "employment loss", excluding any employment loss extent that such claims arise as a result of or in connection with the completion Hired Employees' employment with Buyer and not as a result of a project as contemplated by 29 U.S.C. [section]2103, for purposes of or in connection with the Worker Adjustment and Retraining Notification Act, 29 U.S.C. [sections]2101-2109, and related regulations (the "WARN ACT") if such Hired Employees' employment loss could create any liability for the Seller, unless the Buyer delivers notices under the WARN Act in such a manner and at such a time that with the Seller bears no liability with respect theretoor their termination by the Seller hereunder. The Seller agrees that, shall be responsible and retain liability for a period (and Buyer shall have no liability or obligation with respect to) any employee benefits of 60 days after any Employee that accrued pursuant to such C:\34ACTREP\EXFILES\EXHIBIT.2G 16 Employee's employment with Buyer on or before the Closing Date. After the Closing Date, it will not cause any of its employees the parties hereto shall, except as prohibited by law, each provide the other parties with such information regarding the Employees as reasonably requested by such other parties, such information to suffer an "employment loss", excluding any employment loss in connection with the termination of be provided on a project as contemplated by 29 U.S.C. [section]2103, for purposes of the WARN Act if such employment loss could result in any liability for the Buyer, unless the Seller delivers notices under the WARN Act in such a manner continuing basis and at such a time that the Buyer bears no liability with respect thereto. (d) On the next regularly scheduled pay date after the Closing, the Seller will pay the Assumed Employees all amounts due under the Employee Benefit Plans, the Seller's policies and applicable Laws for items that have accrued cost to the Closing Daterequesting party. (e) The Seller agrees to provide reasonable cooperation to the Buyer in connection with the transition by the Assumed Employees and their dependents and beneficiaries to the medical and dental benefits coverage offered by the Buyer. To the extent not prohibited by applicable Laws or any confidentiality obligations of the Seller, this cooperation will include the provision by the Seller to the Buyer or the Buyer's insurers of information regarding any pre-existing conditions of the Assumed Employees or any of their dependents or beneficiaries.

Hiring Employees. (a) At the Closing Closing, the Buyer will offer employment to all persons who are MMIC Business employees at Closing (including employees on leave, disability or workers compensation) or are subject to outstanding employment offers from the employees MMIC Business at Closing, except for any persons listed on Schedule 11.1 (as such schedule may be updated by the Buyer at the Closing, provided that the total number does not exceed 32). All such offers shall be for the same pay and comparable benefits as those in effect at Closing. Such offers and the benefits to be provided to the Assumed Employees shall recognize the date of hire and time of service with the Seller listed on SCHEDULE 7.3 heretofor all purposes. The All employees accepting such offer offers are referred to below in this Agreement as "Assumed Employees" and their employment with the "ASSUMED EMPLOYEES"Buyer will be deemed to have commenced immediately after 11:59 p.m., Dallas local time, on the Closing Date. (b) The Seller shall retain all responsibility (including all responsibility for severance) for all employees of the Seller other than the Assumed Employees. The Buyer shall have all responsibility for severance to any Assumed Employee. In addition, the Seller shall retain all responsibility to its employees (including the Assumed Employees with respect to all periods prior to the Closing) under the Employee Benefit Plans. Nothing in this Agreement shall obligate the Buyer to make any offer of employment to anyone other than an Assumed Employee or, except as provided in paragraph (c) below, to provide continued employment to any employee of the Seller, whether or not the subject of an employment offer from the Buyer, for any specified period of time following the Closing Date, or to maintain the same terms of employment (including compensation and benefits) for any specified period of time following the Closing Date. The Buyer will offer employment as of the Closing Date only to the persons listed on SCHEDULE 7.3. (c) The Buyer agrees that, for a period of 60 days after the Closing Date, it will not cause any of the Assumed Employees hired by it to suffer "employment loss", excluding any employment loss in connection with the completion of a project as contemplated by 29 U.S.C. [section]2103, " for purposes of the Worker Adjustment and Retraining Notification Act, 29 U.S.C. [sections]2101ss.ss.2101-2109, and related regulations (the "WARN ACTAct") if such employment loss could create any liability for the Seller, unless the Buyer delivers notices under the WARN Act in such a manner and at such a time that the Seller bears no liability with respect thereto. The . (c) Subject to the Seller agrees thathaving obtained the prior written consent of the DOJ to rehire employees of the MMIC Business pursuant to this Section 11.1(c), for a period of 60 the Buyer may at any time up to ninety (90) days after the Closing Dateby written notice to the Seller cause the Seller to offer employment to up to 32 (less the number of employees listed on Schedule 11.1, it will not cause any as such schedule may be updated by the Buyer at the Closing) of its the Assumed Employees, with such employees to suffer an "employment loss", excluding any employment loss be designated by the Buyer in connection with the termination of a project as contemplated by 29 U.S.C. [section]2103, for purposes of the WARN Act if notice. All such employment loss could result in any liability offers shall be for the Buyer, unless the Seller delivers notices under the WARN Act same pay and comparable benefits as in such a manner and effect at such a time that the Buyer bears no liability with respect thereto. (d) On the next regularly scheduled pay date after the Closing, the Seller will pay the Assumed Employees all amounts due under the Employee Benefit Plans, . The persons accepting the Seller's policies and applicable Laws for items that have accrued offers of employment are referred to herein as the Closing Date. (e) The Seller agrees to provide reasonable cooperation to "Rehired Employees". In the event any persons designated by the Buyer in connection with the transition by the Assumed Employees and their dependents and beneficiaries to the medical and dental benefits coverage offered by the Buyer. To the extent for rehiring do not prohibited by applicable Laws or any confidentiality obligations of accept the Seller's employment offer, this cooperation will include the provision by the Seller to if the Buyer or within the Buyer's insurers of information regarding any pre-existing conditions of the Assumed Employees or any of their dependents or beneficiaries.next thirty