Offer of Employment. To the extent a Designated Employee is not party to an employment agreement with a Transferor that is a Transferred Contract, the Transferor Parties shall cooperate with the Acquiring Parties and shall use commercially reasonable efforts to seek to obtain on behalf of the Acquiring Parties the acceptance of an offer of employment by any Designated Employees that the Acquiring Parties may hereafter elect to employ, and the Transferor Parties consent to the Acquiring Parties or any of their respective Affiliates communicating directly with such Designated Employees about offers of employment commencing ten (10) days prior to the Closing Date or such earlier date as the Transferors may agree to in their sole discretion. The Acquiring Parties shall make offers of employment to the Designated Employees on terms and conditions to be determined by the Acquiring Parties, provided that each offer of employment is on terms and conditions substantially similar to, and, considered on an overall basis, no less favorable than the Designated Employee’s terms and conditions of employment with the Transferor Parties. The Acquiring Parties shall recognize each Designated Employee’s service with the Transferring Parties for the purposes of calculating all statutory entitlements and the Acquiring Parties shall assume liability for each Designated Employee’s accrued entitlement to annual leave, long service leave and personal leave. The Transferor Parties agree to release each Designated Employee from his or her employment effective from the date on which the Designated Employee will commence employment with the Acquiring Parties. Each Principal has agreed by his execution of this Agreement to execute and deliver at Closing an employment agreement, substantially in the form attached hereto as Exhibit B (the “Employment Agreement”), to Parent or, if directed by Parent, one of Parent’s Affiliates. Except for obligations to the Transferors, to the Knowledge of the Transferors, the Principals are not obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with their agreements and obligations to use their commercially reasonable efforts to promote the interests of the Acquiring Parties, (b) conflicts or may conflict with the business or operations of the Acquiring Parties, or (c) restricts or may restrict the use or disclosure of any information that may be useful to the Ac...
Offer of Employment. The Bank agrees to, and hereby does, continue the employment of Employee at Bank in an executive capacity. In that capacity, Employee shall be answerable to the Board of Directors of the Bank and such other officers of Wesbanco, the parent company of the Bank, as the Board of Directors of Wesbanco shall direct. Employee shall perform such duties, compatible with his employment under the Agreement, as the Bank, and Wesbanco, from time to time may assign to him.
Offer of Employment. (a) Prior to the Closing Date, except as otherwise provided in this Section 2.1, Buyer shall have made offers of employment applicable to each Business Employee, provided that Buyer shall not be required to make an offer of employment to the Selected Employees. Prior to the Closing Date, Seller shall provide Buyer with a list of the Business Employees to whom such offers of employment shall be made, which list may be subject to modification but shall be final as of the date immediately prior to the Closing Date and is attached hereto as Exhibit A.
(b) With respect to each Inactive Business Employee, Buyer and Seller agree as follows: If such Inactive Business Employee returns to work during the period during which such Inactive Business Employee’s employment is protected under the FMLA, then Buyer agrees to hire such Inactive Business Employee, effective upon his or her return to work and upon such terms and conditions as set forth in the FMLA. If such Inactive Business Employee returns to work within twelve (12) months after the Closing but after the period during which such Inactive Business Employee’s employment is protected under the FMLA, Buyer will hire such Inactive Business Employee if any comparable position with Buyer is available for which such Inactive Business Employee is qualified. If no such comparable position with Buyer is available at such time, such Inactive Business Employee will not become a Transferred Employee and Buyer shall have no further obligation with respect to such Inactive Business Employee. Such Inactive Business Employee may apply for vacant positions with Buyer.
Offer of Employment. (a) The parties hereto intend that there shall be continuity of employment with respect to all of the employees of the Business. Subject to Purchaser's (or its Affiliates') ordinary ninety-day orientation period, Purchaser shall offer employment at will, commencing on the Closing Date, to all employees, including those on vacation, leave of absence or disability, who were employed by the Business immediately prior to Closing, on substantially the same terms in the aggregate (including salary, fringe benefits, job responsibility and location but excluding employee stock ownership and incentive plans) as those provided to similar employees of Purchaser (or its Affiliates) immediately prior to Closing to the extent permitted under applicable law. Those persons who accept Purchaser's offer of employment and commence working with Purchaser on the Closing Date shall hereafter be referred to as "TRANSFERRED EMPLOYEES." The parties hereto agree that nothing in this Agreement shall limit Purchaser's ability after the Closing Date to modify or terminate (i) the employment of any Transferred Employee or (ii) any benefit policy, plan or program offered to or covering any Transferred Employee.
(b) Prior to, or in connection with, the Closing, Purchaser shall take no action to cause the Company or the Business to terminate the employment of any employee of the Business, and neither the Company nor the Business shall be under any obligation to terminate any employee of the Business prior to or on the Closing Date. Purchaser shall be liable for any amounts to which any employee of the Business may become entitled pursuant to any employment or severance contract as a result of, or in connection with, the sale of the Business hereunder. Purchaser agrees that it will not take any action which would give rise to liability under WARN or any similar state, local or federal Law or regulation.
Offer of Employment. (a) The Purchaser shall be entitled to, but not required to offer employment on and as of the First Closing Date, on an at-will basis, to all those employees listed on Schedule 13.1(a) (the “First Closing Transferred Employees”). Purchaser shall endeavor to offer employment to such First Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers immediately prior to the First Closing Date. The Purchaser shall not offer employment to any employees of the Business other than the First Closing Transferred Employees on the First Closing Date. Sellers shall have the right and opportunity, prior to the First Closing, to obtain a executed release agreement (in a form satisfactory to the Sellers, in their sole discretion) (the “Restricted Transferred Employee Releases”) from each Restricted Transferred Employee (as defined in Section 14.2 below) within the First Closing Transferred Employees releasing Sellers from any liabilities with respect to such Restricted Transferred Employee arising through the First Closing Date.
(b) The Purchaser shall be entitled to, but not required to offer employment on and as of the Second Closing Date, on an at-will basis, to all those employees listed on Schedule 13.1(b) (the “Second Closing Transferred Employees”). Purchaser shall endeavor to offer employment to such Second Closing Transferred Employees at substantially the same base salaries or wages and benefits as were paid by the Sellers immediately prior to the Second Closing Date. Sellers shall have the right and opportunity, prior to the Second Closing, to obtain an executed Restricted Transferred Employee Release from each Restricted Transferred Employee within the Second Closing Transferred Employees releasing Sellers from any liabilities with respect to such Restricted Transferred Employee arising through the Second Closing Date.
Offer of Employment. Purchaser shall offer employment on and as of Closing, on an at-will basis, to all Employees (except as indicated on Schedule 1.23) in substantially similar jobs, at the same base salaries or wages and substantially the same benefits as were paid or provided by Seller immediately prior to the Closing Date.
Offer of Employment. The Board, pursuant to Section 1711, subsection 3 of the New York Education Law, and in accordance with a resolution duly adopted at a meeting held on November 16,2010, hereby offers to employ the Superintendent as the District’s Superintendent of Schools upon the terms and conditions set forth in this Agreement.
Offer of Employment. A successful applicant will receive a letter offering employment and providing, among other information, name, starting date, employment unit, salary, tenure or non-tenure status, credit towards tenure, and principal place of employment.
Offer of Employment. If the Transfer Regulations do not apply to any person who is a Transferring Authority Employee, Project Co shall offer to, or shall procure the offer by the relevant Service Provider to, each and every such employee, a new contract of employment commencing on the Relevant Service Transfer Date under which their terms and conditions including full continuity of employment shall not differ from those enjoyed by them immediately prior to the Relevant Service Transfer Date (except insofar as such terms and conditions relate to an occupational pension scheme). This offer of employment shall be in writing, shall be open to acceptance for a period of not less than ten (10) Business Days and shall be made: if it is believed that the Transfer Regulations will not apply to a person, not less than ten (10) Business Days before the Relevant Service Transfer Date; or if it is believed that the Transfer Regulations apply to a person but it is subsequently decided that the Transfer Regulations do not so apply, as soon as is practicable and in any event no later than ten (10) Business Days after that decision is known to Project Co. Where any such offer as referred to in Clause 25.6 is accepted, the Authority shall indemnify and keep indemnified in full Project Co on the same terms and conditions as those set out in Clauses 25.20, 25.21, 25.22 and 25.25 of this Agreement as if there had been an Employee Transfer in respect of each and every Transferring Authority Employee who has accepted any such offer and the provisions of Clause 25.12 shall apply in the event of any increase or decrease in the [Remuneration Costs and Reorganisation Costs]. Where any such offer as referred to in Clause 25.6 is accepted, Project Co shall act and shall procure that each relevant Service Provider shall act in all respects as if the Transfer Regulations had applied to each and every Transferring Authority Employee who has accepted any such offer and shall comply with Clause 26 (Pension Matters) of this Agreement in respect of each and every such employee who was immediately before the Relevant Service Transfer Date a Pensionable Authority Employee.
Offer of Employment. If the Transfer Regulations do not apply to any person who is an Authority Employee (save for those who object to the transfer of their employment pursuant to Regulation 4(7) of the Transfer Regulations or otherwise resign or treat their employment as terminated), DBFM Co shall offer to, or shall procure the offer by the relevant Service Provider to each and every such employee, a new contract of employment commencing on the Relevant Service Transfer Date under which their terms and conditions including full continuity of employment shall not differ from those enjoyed by them immediately prior to the Relevant Service Transfer Date (except insofar as such terms and conditions relate to an occupational pension scheme). This offer of employment shall be in writing, shall be open to acceptance for a period of not less than ten (10) Business Days and shall be made:
