Seller Employees. (a) Buyer shall give Qualifying Offers of employment to all employees of Seller who are covered by the IBEW Local Union No. 387 collective bargaining agreement with Seller (the "IBEW CBA") and are employed in positions relating to the Business (collectively, "Union Employees"). Each such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Union Employee".
(b) Buyer shall give Qualifying Offers of employment to substantially all of the salaried employees of Seller who are employed in positions relating to the Business (collectively, "Non-Union Employees"). Each such person who becomes employed by Buyer pursuant to this section shall be referred to herein as a "Transferred Non-Union Employee." Buyer shall reimburse Seller for 50 percent of the aggregate Severance Cost (as defined below) relating to those Non-Union Employees whose employment is terminated by Seller prior to or as of the Closing Date. "Severance Cost" means the sum of the following costs incurred by Seller resulting from a Non-Union Employee's termination of employment with Seller: (i) all cash severance benefits payable pursuant to Seller's severance policy, (ii) the cost of outplacement services provided pursuant to Seller's severance policy, (iii) Seller's subsidized portion of COBRA Continuation Coverage provided by Seller's health plan in accordance with Seller's severance policy, (iv) the additional severance benefits payable pursuant to arrangements with the specific individuals identified in a schedule delivered to Buyer prior to the date hereof; and (v) any retention bonuses paid by Seller to Non-Union Employees who do not receive Qualifying Offers of employment and who are deemed in Seller's discretion to be critical to the ongoing operation of the Business. With respect to the Severance Cost components described in clauses (i), (ii), (iv) and (v) of the preceding sentence, Buyer shall pay such reimbursement to Seller at the later of Closing or five days after receipt of a list of such terminated Non-Union Employees and the amount of such Severance Cost components with respect to such employees. With respect to the Severance Cost component described in clause (iii), Seller shall provide Buyer during the COBRA Continuation Coverage period with a monthly schedule setting forth the cumulative amount of such cost component for the preceding month, and Buyer shall pay such reimbursement to Seller within five days after receipt of eac...
Seller Employees. Buyer shall be liable for the administration and payment of all health and welfare Liabilities and benefits under Buyer’s Benefit Plans with respect to Transferred Employees participating therein to the extent resulting from claims, events, circumstances, exposures, conditions or occurrences occurring after the Closing Date.
Seller Employees. Seller’s sales and service employees do not have the training or authority to make legal representations or enter into any agreements or execute any Purchaser documents affecting legal responsibilities or waiving legal rights, including those regarding the transfer of intellectual property rights or related to privacy laws. Any such representations, agreements or documents will not be binding on Seller or such Seller employees.
Seller Employees. 37 6.1 Employment....................................37 6.2
Seller Employees. Buyer will use its best efforts to employ Seller's employees listed on Schedule V on terms comparable to their current employment terms and to maintain such employment on comparable terms through the Adjustment Date.
Seller Employees. Schedule 7.1 lists as of the date of this Agreement (i) all employees of Seller employed at the Property, along with their position and work location (the “Seller Employees”), (ii) their annual salary or hourly rate, as applicable, and (iii) their bonus opportunities and accrued or unused vacation time (which accrued or unused vacation time shall be paid out to the Seller Employees by GPC effective as of the end of the Transition Period).
Seller Employees. Effective as of the Closing Date, the Company shall be deemed to have offered employment to all those employees of the Seller or any Affiliate of Seller listed on Section 5.18 of the Disclosure Schedule. An employee to whom such offer of employment is deemed made by the Company and who accepts such offer shall be deemed for all purposes to become a Continuing Employee on the day such person reports to work for the Company.
Seller Employees. Buyer shall be responsible for the administration and payment of all health and welfare liabilities and benefits under the Buyer's benefit programs with respect to Buyer Employees resulting from claims reported following the Closing Date, to the extent resulting from events, circumstances, exposures, conditions, or occurrences after the end of the Closing Date. The Selling Entities shall retain responsibility for health and welfare benefits and liabilities for any disabled employees of the Business and disabled dependents of employees of the Business until such persons are no longer disabled.
Seller Employees. Schedule 3.13 sets forth a correct and complete listing of all employees of Seller employed in connection with the Transferred Business (the “Seller Employees”). No Seller Employee is in material violation of any term of any employment contract, patent disclosure agreement, non-competition agreement, or any restrictive covenant to Seller or any former employer relating to (a) the right of any such Seller Employee to be employed by Seller or Purchaser because of the nature of the business conducted by Seller or Purchaser or (b) the use of trade secrets or proprietary information of others. The Seller is not a party to any collective bargaining agreement with any labor union and the Seller has no knowledge of any current union organizing activity among its employees. There are no labor practice complaints against the Seller pending before any agency in connection with the violation of any law respecting employment, employment practices, terms and conditions of employment or wages and hours or engaging in any unlawful labor practices. Wages, vacation pay, bonuses, benefits, and commissions earned by employees up to the Closing Date and all pension plan contributions, workers compensation premiums and other amounts required to be withheld and/or paid by the Seller in respect of the Seller Employees up to the Closing Date will be paid by the Seller up to and including the Closing Date. Purchaser shall not be liable for any amounts to which Seller Employees are or may be entitled in connection with their employment with Seller.
Seller Employees. Seller has terminated Seller’s employment of each of the individuals listed in Schedule 2.13 effective concurrently with the execution of this Agreement, and Seller will pay each such individual all salary, benefits, vacation pay and all other obligations of Seller to each such individual accrued through the date of this Agreement; provided, however, that Seller shall maintain all of Seller’s health and welfare benefits and plans (including medical, dental, vision, long term disability, short term disability, group term life, supplemental life, dependent life and flexible benefits) and the 401(k) plan in place and in full force and effect through June 30, 2010 for all individuals who are employed or otherwise retained by Acquisition Sub, including the payment of premiums, benefits and claims thereunder. Seller shall defend, indemnify and hold Acquisition Sub and ITS harmless from and against all of the foregoing obligations and matters. On or prior to the date of this Agreement, Acquisition Sub shall offer employment to each of the individuals listed in Schedule 2.13 with compensation and benefits that are reasonable comparable to those provided by Seller as of March 31, 2010. Seller consents to Acquisition Sub and/or ITS employing the individuals listed in Schedule 2.13, and Seller hereby waives and releases any noncompete, confidentiality or other covenants (in each case, solely with respect to the Business) which might prohibit, restrict, limit or otherwise affect such individuals’ right and ability to provide any services or duties with respect to the Business to or on behalf of Acquisition Sub and/or ITS.
