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) Purchaser shall offer employment to all ADI Personnel upon terms and conditions substantially equivalent to those provided by Seller (including compensation and benefits not below those in place immediately prior to the Closing); however, Purchaser shall not be required to provide options or any other purchase rights regarding equity interests in Purchaser. For a period of eighteen months following the Closing, Purchaser shall not solicit for employment any person who is an employee of Seller or any subsidiary of Seller.
Seller Employees. Seller sales 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. Prior to the Closing, the Seller shall terminate the employment of all of the Seller Employees, effective as of the Effective Time of Closing. With the exception of the Seller Employees identified on the Schedule as the persons whom the Seller desires to retain in its employment, Buyer shall offer employment to each of the Seller Employees effective as of the Effective Time of Closing in their present or comparable positions and with base salaries or hourly wages at least equal to the base salaries or hourly wages, as the case may be, paid by the Seller to such Seller Employees as of the Closing Date. Any Seller Employee who accepts Buyer's employment offer will be eligible to participate in employee benefit plans sponsored and maintained by the Buyer, subject to any applicable waiting periods. For purposes of vesting requirements provided under the Buyer's plans, Seller Employees who accept employment with the Buyer will receive credit for employment service with the Seller. Notwithstanding the foregoing, Buyer shall not hire, with an effective date of hiring prior to the Closing Date, any Seller Employee, and Buyer shall have no obligation to hire any Seller Employee who refuses to take or fails a drug screening test administered by the Buyer in accordance with its policies and practices. It is further expressly understood and agreed that, subject to Buyer's compliance with its obligation to offer employment to each Seller Employee pursuant to this Section 3.12(b), the Buyer is not assuming any union contracts, collective bargaining agreements, any liabilities or obligations under any Employee Benefit Plan, including without limitation any severance benefits that might arise under an Employee Benefit Plan or COBRA as a result of Seller's termination of such Seller Employee's employment pursuant to this Section 3.12(b) of this Agreement or otherwise, or any other obligations of the Seller to any of the Seller Employees, whether existing prior to or arising as a result of the consummation of the transactions contemplated by this Agreement. Any and all such matters shall be "Retained Liabilities" and shall remain the Seller's sole responsibility and obligation. However, to the extent any such liability or obligation results from Buyer's failure to offer employment to one or more Seller Employees as required by this Section 3.12(b), then such liabilities and obligations shall be deemed "Assumed Liabilities" for all purposes under this Agreement and the Buyer...
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.
