New Employees of Purchaser Sample Clauses

New Employees of Purchaser. It is the intention of Purchaser, and Seller hereby acknowledges and agrees with such position, that any employees of Seller that Purchaser hires will be new employees of Purchaser as of the Closing Date or the date of hire, whichever is later. Such new employees shall be entitled only to such compensation and employee benefits as are agreed to by such employees and Purchaser, or as are otherwise provided by Purchaser, in its sole discretion.
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New Employees of Purchaser. Except as otherwise provided herein or as specifically agreed to in writing between Purchaser and certain employees of Seller, the parties agree that Purchaser shall not be under any obligation to hire any of Seller’s current employees, and that to the extent Purchaser decides to hire any of Seller’s current employees they will be considered new employees of Purchaser as of the date of hire; provided that, notwithstanding the foregoing, Purchaser agrees to hire a sufficient number of Seller’s current employees to cause the transaction to not result in a “mass layoff” under the Workers Adjustment and Retraining Notification (“WARN”) Act or require any notification by Seller to its employees pursuant to the WARN Act. Purchaser hereby reserves the right to determine the terms and conditions of employment for any of Seller’s current employees which Purchaser in its sole discretion decides to hire, and any current employees of Seller hired as new employees by Purchaser shall only be entitled to such compensation and employee benefits as are agreed to by such employees and Purchaser, or as are otherwise provided by Purchaser, in its sole discretion. Purchaser will assume no liability of Seller for any sums which become due or which accrue to the employees of Seller through and including the Closing Date. Notwithstanding the foregoing, to the extent that Purchaser does hire former employees of Seller and such employees have accrued vacation or sick leave outstanding as of the Closing Date, if requested by Purchaser, Seller shall provide Purchaser with a credit against the Purchase Price for the value of such vacation and sick leave accrued through the Closing Date by such employee (the “Accrued Vacation and Sick Leave Credit”). Such Accrued Vacation and Sick Leave Credit will be calculated by multiplying the Daily Wages (as defined herein) of any affected employee by the number of vacation and sick leave days accrued by said employee as of the Closing Date. The “Daily Wages” for an hourly employee shall be calculated by multiplying such employee’s hourly wage rate times 8.0, and the Daily Wages of a salaried employee shall be calculated by dividing such salaried employee’s monthly salary by 22. To the extent that Purchaser is credited with the value of such accrued vacation and sick leave, determined as set forth above, Purchaser shall likewise provide such affected employee with accrued vacation and sick leave for which credit has been given by Seller, as set fo...
Sample 1

Related to New Employees of Purchaser

  • Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Status of Purchasers Such Purchaser is an “accredited investor” as defined in Regulation D promulgated under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and such Purchaser is not a broker-dealer.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Closing of Purchase (a) Upon any purchase by the Company of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice specifying the number of Shares to be purchased, the purchase price for the Shares, as determined pursuant to the Agreement, and the time for a closing hereunder (the “Closing”) at the principal office of the Company. Holder and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice.

  • Terms of Purchase and Sale The purchase price for the Premises shall be Sixty One Million and NO/100 Dollars ($61,000,000.00) (the "Purchase Price"), payable by Purchaser to Sellers as follows:

  • Status of Purchaser The Purchaser is a corporation duly incorporated, validly existing and in good standing and has the power and capacity to enter into this Agreement and carry out its terms; and

  • Indemnification of Company and Selling Stockholders The Underwriter will indemnify and hold harmless the Company, each of its directors and each of its officers who signs the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and any Selling Stockholder, each of its directors and officers and each person, if any, who controls such Selling Stockholder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, (each, an “Underwriter Indemnified Party”) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement at any time, any Statutory Prospectus at any time, the Final Prospectus or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Underwriter specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Underwriter consists of the following information in the Final Prospectus: the concession and reallowance figures appearing in the fourth paragraph under the caption “Underwriting,” the information contained in the fourth, seventh and eleventh paragraphs and information with respect to stabilization transactions appearing in the sixteenth paragraph, in each case under the caption “Underwriting.”

  • SELLING SHAREHOLDER Name: Xxxx X. Xxxx, Xx. ----------------------------------------- (print or type) Signature: /s/ Xxxx X. Xxxx, Xx. 4/26/99 ----------------------------------------------- COUNTERPART SIGNATURE PAGE TO STOCK EXCHANGE AGREEMENT Exchanging 150,000 shares of Global Gold, Inc. for 150,000 shares of Delta Common Stock.

  • Terms of Purchase The closing of the transactions contemplated by Section 10.6 (the "Purchase Closing") shall occur (a) on the Termination Date if this Agreement expires pursuant to the terms of Sections 10.1 and 10.2, or (b) on a date mutually acceptable to the parties hereto that shall be within 180 days after receipt of a Termination Notice. The parties shall enter into an asset purchase agreement containing representations, warranties and conditions customary to a transaction of this size involving the purchase and sale of similar businesses. Subject to the conditions set forth below, at the Purchase Closing, Administrator and/or its Affiliates, as the case may be, shall transfer and assign the Purchase Assets to the Group, and in consideration therefor, the Group shall (a) pay to Administrator, Parent and/or their Affiliates an amount in cash or, at the option of the Group (subject to the conditions set forth below), Parent Common Stock (valued pursuant to Section 10.6(c) hereof), or some combination of cash and Parent Common Stock equal to the Purchase Price and (b) assume the Practice Related Liabilities. The structure of the transaction set forth in this Section 10.7 shall, if possible, be structured as a tax-free transaction under applicable law. Each party shall execute such documents or instruments as are reasonably necessary, in the opinion of each party and its counsel, to effect the foregoing transaction. The Group shall, and shall use its best efforts to cause each shareholder of the Group to, execute such documents or instruments as may be necessary to cause the Group to assume the Practice Related Liabilities and to release Administrator, Parent and/or their Affiliates, as the case may be, from any liability or obligation with respect thereto. In the event the Group desires to pay all or a portion of the Purchase Price in shares of Parent Common Stock, such transaction shall be subject to the satisfaction of each of the following conditions:

  • Records of Purchases The Buyer and the Company shall each maintain records showing the remaining Available Amount at any given time and the dates and Purchase Amounts for each purchase, or shall use such other method reasonably satisfactory to the Buyer and the Company to reconcile the remaining Available Amount.

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