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. (a) Purchasers shall offer employment to all ADI Personnel upon terms and conditions substantially equivalent to those provided by Seller; however, Purchasers shall not be required to provide stock options or any stock purchase rights. For a period of twelve months following the Closing, Purchasers shall not employ any person who was an employee of Seller or any subsidiary of Seller on or after April 1, 1998 (other than ADI Personnel), and for a period of eighteen months following the Closing, Purchasers shall not solicit for employment any such person.
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. (a) Buyer shall give Qualifying Offers of employment to all employees of Seller who are covered by the IBEW Local Unions Nos. 387 and 769 collective bargaining agreements with Seller (the "IBEW CBA(s)") 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".
Seller Employees. (a) Hospitality shall offer employment to all ADI Personnel upon terms and conditions substantially equivalent to those provided by Seller; however, Hospitality shall not be required to provide stock options or any stock purchase rights. For a period of twelve months following the Closing, neither Purchaser nor Hospitality shall hire any person who was an employee of Seller or any subsidiary of Seller within the previous three months (other than ADI Personnel), and for a period of eighteen months following the Closing, neither Purchaser nor Hospitality shall solicit for employment any person who is an employee of Seller or any subsidiary of Seller.
Seller Employees. (i) Effective on the Closing Date, Seller will terminate all employees of Seller who are listed on Schedule 5(u)(i) (the “Employees”). Effective as of the Closing, Buyer or an Affiliate intends (but shall have no obligation) to offer at-will employment to all or substantially all Employees. Buyer or an Affiliate shall offer employment to at least thirty-seven (37) Employees with base salary substantially similar to each employee’s base salary as of the Balance Sheet Date, subject to such Employees meeting MDC’s, Buyer’s, and its Affiliates’ customary hiring criteria, policies, and procedures (the “Buyer Offer Obligation” with the Employees who are offered and who accept such employment and commence employment with Buyer on the Closing Date being the “Transferred Employees”). Seller shall bear any and all obligations and liability under the WARN Act and any similar state Law imposed on Seller resulting from termination of employment of the Employees prior to the Closing, and shall conduct and rely upon its own analysis of the WARN Act’s applicability to the transactions contemplated herein and Seller’s actions and not upon the analysis or actions of Buyer, except for the Buyer Offer Obligation. Seller shall remain solely responsible and liable for any of its employees who are not the Employees, and all Liabilities related to such employees shall be Excluded Liabilities. Provided Buyer complies with the terms of this Section 7(i), to the extent Employees are not offered employment for any reason or are offered employment but (A) do not accept the offer of employment; (B) do not meet the aforementioned hiring criteria, policies, and procedures; or (C) are not legally authorized to work in the United States as required under federal immigration laws, Buyer shall have no obligation to employ such individuals. Buyer shall have no obligation to continue the employment of the Transferred Employees, or any particular Transferred Employee, for any particular period of time.
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. 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. 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. 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.
