Offers of Employment to Seller's Employees Sample Clauses

Offers of Employment to Seller's Employees. On or before the Closing Date, the Buyer may offer employment to such of the Sellers' employees as the Buyer shall select, in its sole discretion, such employment to begin on or after the date of the Closing and to be upon such terms and conditions as determined by the Buyer in its sole discretion, but the parties hereto acknowledge and agree that the Buyer has no obligation to employ any person.
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Offers of Employment to Seller's Employees. Seller hereby agrees that Purchaser shall be entitled to offer employment to any or all of Seller's employees as Purchaser deems to be appropriate. Seller further agrees to provide such assistance and cooperation to Purchaser as it may reasonably request in connection with Purchaser's efforts to hire the employees of Seller and neither Seller nor the Shareholders shall offer employment to any of such employees; provided, however, that Purchaser's hiring of such employees pursuant to such offers shall be strictly conditioned on the Closing of the transactions contemplated hereby.
Sample 1
Offers of Employment to Seller's Employees. On or before the Closing Date, the Buyer may offer employment to such of the Sellers' employees as the Buyer shall select, in its sole discretion, such employment to begin on or after the date of the Closing and to be upon such terms and conditions as determined by the Buyer in its sole discretion, but the Buyer has no obligation to employ any person, except the Principals pursuant to the terms of the Employment Agreements. Notwithstanding the foregoing, the Buyer agrees to offer employment to a sufficient number of the Sellers' employees to avoid triggering any notice requirements under the Worker Adjustment Retraining Notification Act, 29 U.S.C. ss. 2101 et seq. (the "Warn Act").
Sample 1
Offers of Employment to Seller's Employees. On or before the Closing Date, the Buyer shall offer employment to those employees of the Seller listed on Schedule 1.5 attached hereto, utilizing pay plans (and, in the case of Xxxxx XxXxxxxxx, an employment agreement) substantially the same as those in effect with the Seller as of the date hereof. The Buyer may also offer employment to such of the Seller's other employees as the Buyer shall select, in its sole discretion, such employment to begin on or after the date of the Closing and to be upon terms and conditions as determined by the Buyer in its sole discretion. Notwithstanding the foregoing, the Buyer shall have no obligation to employ any person, except as contemplated by the first sentence of this Section 1.5, and the Seller shall be and remain responsible after the Closing for termination expense or liability, if any, with regard to any of the Seller's employees not offered employment by the Buyer pursuant to this paragraph on or prior to the Closing Date. The Buyer agrees that any employee of the Seller who is offered and accepts employment by the Buyer within 30 days of the Closing shall receive credit for service with the Seller for purposes of determining such employee's eligibility for holidays, sick days and vacation benefits and also for purposes of determining eligibility (including without limitation, waiting periods under group health plans) and vesting under any other employee benefit plans, programs, policies or other arrangements covering such employee established, continued or otherwise sponsored by the Buyer after the Closing.
Sample 1
Offers of Employment to Seller's Employees. 6.1 Buyer may, at Buyer’s option, extend offers of employment to any or all of the employees of Seller. Offers of employment may be on such terms as are determined by Buyer in its sole and absolute discretion. Any employees not hired by the Buyer will be eligible for COBRA benefits from Sole Shareholder. Seller and Sole Shareholder will be responsible for all severance and other benefits, if any, and for all employee claims, if any, with respect to the termination of employment of Seller’s employees.
Sample 1
Offers of Employment to Seller's Employees. Prior to or after the Closing, Orkin may offer employment to any Business Employees; provided, however, that notwithstanding anything to the contrary set forth herein, it is understood that there is no obligation on the part of Orkin to make any such offers of employment. Any Business Employee who accepts an offer and is hired by Orkin effective as of the Closing is a "Transferred Employee". With respect to Transferred Employees, Orkin and Xxxx agree to cooperate fully in the transition of any such persons. Nothing contained in this Section shall be construed to affect or limit any right Orkin or its affiliates may have after the Closing with respect to the terms and conditions of employment of any Business Employees (including but not limited to provision of employee benefits different from those provided through the Employee Benefit Plans) or to terminate the employment of any Transferred Employee at any time.
Sample 1
Offers of Employment to Seller's Employees. Prior to or on the Closing Date, Buyer shall extend offers to substantially all persons who were employed by Seller on a full-time basis as of the date of this Agreement, and who continue to be employed by Buyer at the Closing Date (the “Employees”), to become employed by Buyer, effective at the beginning of the first business day following the Closing Date, at his or her current wage or salary and on substantially the same terms and conditions with respect to compensation as immediately prior to the Closing Date. Nothing in this Agreement shall limit the right of the Buyer to discharge any person employed by it, subject to Applicable Law. For those Employees who become employed by Buyer (the “Hired Employees”), Buyer shall provide each Hired Employee with credit for all service with or credited by the Seller under each of Buyer’s compensation, employee benefit, vacation and leave plans, programs and arrangements for eligibility and vesting purposes. In no event shall any Hired Employee receive service credit for benefit accrual purposes under any pension plan of Buyer.
Sample 1
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Related to Offers of Employment to Seller's Employees

  • Offers of Employment (1) Effective on and after the Effective Time, the Purchaser will employ all of the Employees who are not covered by the Collective Agreements (“Non-Union Employees”) and whose names are listed on Schedule 5.01(1), on the same terms and conditions which are in effect as of the Effective Time for all hourly paid Non-Union Employees of the Vendor and, to the extent that written offers of employment have been provided to salaried Non-Union Employees of the Vendor, on the same terms and conditions which are set out in such written offers of employment with the Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and accepted by salaried Non-Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty, will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective Time.

  • Hiring of Employees Company and Shareholders shall cooperate with all requests made by Pentegra for the purpose of allowing Pentegra to hire those non-dentist employees of Company designated by Pentegra, such employment to be effective as of the Closing Date. Notwithstanding the above, Company and Shareholders shall remain liable under any Company Plans for any claims incurred by any employees or their spouses or dependents, and for all compensation, bonuses, benefits and other such items and other liabilities related to Company's employees incurred by Company prior to the Closing Date.

  • Seller's Employees Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closing.

  • Termination of Employees At closing the Vendor will terminate the employment of all employees to whom the Purchaser has made an offer of employment under section 8.1 and will indemnify and save harmless the Purchaser from and against all claims by any employee of the Vendor for wages, salaries, bonuses, pension or other benefits, severance pay, notice or pay in lieu of notice and holiday pay in respect of any period before closing.

  • Transfer of Employees Take all reasonably necessary steps to transfer to Purchaser the employment of all Employees electing to continue their employ with Purchaser as of the Closing Date;

  • Non-Recruitment of Employees During the Restricted Period, Executive will not, directly or indirectly, solicit, recruit or induce any Employee to (i) terminate his or her employment relationship with the Company or any of its Subsidiaries or (ii) work for any other person or entity engaged in the Business.

  • Termination of Employment Agreements Any and all Employment Agreements entered into between the Company or any of its Subsidiaries and the Executive prior to the date of this Agreement are hereby terminated.

  • 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.

  • Release of Employment Claims Executive agrees, as a condition to receipt of the termination payments and benefits provided for in this Section 4, that he/she will execute a release agreement, a form of which is attached hereto as Exhibit A, releasing any and all claims arising out of Executive’s employment.

  • Non-U.S. Employees If the Executive is a foreign national, located outside the United States, not compensated from a payroll maintained in the United States, or otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, the Committee may apply or interpret the terms and conditions of this Award in a manner that, in the Committee’s judgment, may be necessary or desirable to comply with such legal or regulatory provisions.

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