Retained Employees. (i) The minimum number of Retained Employees associated with the Project shall be zero (0); and (ii) the Occupation and Payroll of each Retained Employee shall be substantially as set forth in the Schedule of Retained Employees as attached hereto as Exhibit B.
Retained Employees. (i) The minimum number of Retained Employees associated with the Project shall be thirty-nine (39); and (ii) the Occupation and Payroll of each Retained Employee shall be substantially as set forth in the Schedule of Retained Employees as attached hereto as Exhibit B.
Retained Employees. Target and Buyer shall mutually determine the key employees of Target to be retained post Closing.
Retained Employees. No later than two business days prior to the Closing, RIGI shall deliver a list of the ARC employees that it shall retain and hire subsequent to Closing.
Retained Employees. VCP shall have delivered a list of the employees of Chamflora who shall remain in their positions after the Closing.
Retained Employees. (a) The Purchaser shall indemnify and hold harmless the Seller from and against any (i) Employee-Related Liabilities arising out of or in relation to the continuation of the employment relationships of any Retained Employees, (ii) claims, obligations, liabilities, or losses (whether past, present or future, actual or contingent, direct or indirect), damages and reasonable costs and expenses (including Taxes, reasonable legal fees, expenses and disbursements) arising out of or in connection with the termination of the employment relationships of any Retained Employees, including reasonable severance payments provided that the Purchaser has given its prior written consent to granting such severance payments. This indemnity does not, however, apply to any liabilities against Retained Employees who object against their transfer after the statutory one month period pursuant to Section 613a (6) BGB due to an incorrect or incomplete transfer notice (including reasonable legal fees, expenses and disbursements arising out of or in connection with a dispute regarding the validity of an objection of a Seller´s Employee against the transfer of his employment relationship to EMP), provided however that the Parties shall cooperate in good faith with regard to any such dispute regarding the validity of any objection of a Seller’s Employee.
(b) The Parties agree that the Seller shall give notice of termination to all Retained Employees as the earliest possible termination date and shall use its best efforts to enforce such termination. In the event of a labor dispute with respect the validity of the termination of an employment of a Retained Employee, Seller shall promptly inform the Purchaser and give the Purchaser the opportunity to lead such proceedings in its sole discretion. The Purchaser shall in particular be entitled to participate in and direct all negotiations and correspondence with the relevant Seller’s Employee and/or Retained Employee and to appoint and instruct legal counsel to act on behalf and as representative of the Seller. The Seller shall further fully cooperate with the Purchaser as requested and in accordance with the instructions issued by the Purchaser for the purpose of disputing, appealing, compromising or contesting any claim made by any Seller’s Employee and/or Retained Employee.
Retained Employees. Buyer and Seller shall jointly notify all Retained Employees (as hereinafter defined) that their employment by Seller will be terminated as of the Closing Date by reason of the transactions contemplated by this Agreement and that Buyer will hire only those employees of Seller engaged in the operation of the Purchased Restaurants designated on Schedule 9.1 hereto (the "Retained Employees"). On the Closing Date, Seller shall (i) terminate all Retained Employees, and (ii) waive any rights it may have to prohibit the Retained Employees from being employed by the Buyer.
Retained Employees. From the date of this Agreement until one year from and after the Closing Date, the Buyer agrees not to (and shall not permit any of its Affiliates to) solicit, offer employment to or employ any Retained Employee without the prior written consent of the Seller; provided that, the foregoing shall not prohibit general solicitations of employment not specifically directed toward such employees of the Seller or its Affiliates or the hiring of such employees in response thereto, nor the hiring, employment or engagement of any such employee of the Seller or its Affiliates who presents himself or herself for employment without direct or indirect solicitation by the Buyer or any Affiliate of the Buyer. The Seller and its Affiliates may retain the services of any Retained Employee or terminate any such Retained Employee’s employment at any time. The Seller and its Affiliates shall retain liability and be responsible for the Retained Employee Obligations. From the date of this Agreement until one year from and after the Closing Date, the Seller shall not, and shall cause its Affiliates not to, cause, solicit, induce or encourage any Transferred Employees to leave their employment with the Buyer or its Affiliates; provided that, the foregoing shall not prohibit general solicitations of employment not specifically directed toward such employees of the Buyer or its Affiliates or the hiring of such employees in response thereto, nor the hiring, employment or engagement of any such employee of the Buyer or its Affiliates who presents himself or herself for employment without direct or indirect solicitation by the Seller or any Affiliate of the Seller.
Retained Employees. On or prior to the Closing Date, the employees of Seller listed on Schedule 2.8 will be offered employment with Purchaser, effective on the Closing Date, on terms determined by Purchaser.
Retained Employees. It is understood that on and after the Closing, Allan Silber, Morris Perlis and James Sas (the "Retained Employees") xxxxx xxxxx to xx xxxxxxxxx of txx Xxmpanies and shall become, or continue to be, employees of the Sellers. The Sellers agree that, subject to the terms of the Transitional Consulting Agreements, the Sellers shall assume, and shall indemnify the Companies against, all liabilities arising after the Closing with respect to the post-Closing employment of the Retained Employees, including without limitation all liabilities arising under any employment agreement or employment benefit plan applicable to any of the Retained Employees. Concurrent with the execution of this Agreement, the Purchaser and the Retained Employees have entered into transitional consulting agreements in the form and substance of the agreements annexed hereto as Appendix 6.14 (the "Transitional Consulting Agreements"). For the first thirty (30) days after the Closing, the Sellers shall make James Sas available to the Companies as a consultant on an as rexxxxxed basis for up to fifty percent (50%) of James Sas' work week. For the next one hundred and fifty (150) days xxxxxafter, the Sellers shall make James Sas available to the Companies on an as requested basis for up tx xxxnty percent (20%) of James Sas' work week. The Purchaser shall cause the Company tx xxxmburse the Sellers for work performed by James Sas at the Company's request at a rate of $130 per hour. In the xxxxormance of such work, James Sas shall be employed as an employee of one or both of the Sellexx xxd shall be designated by the Sellers to provide consulting services to the Purchaser in accordance with this Section 6.14.
