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.
Seller's Employees. Buyer shall have the right, but not the obligation, to offer employment to any of the employees of Seller or its Affiliates who are employed at the Cinema. At or prior to the Closing, Seller shall fully compensate all employees of Seller at the Cinema for all work performed prior to the Closing Date. Seller does not guaranty that any of the employees to which Buyer will offer employment will accept any such offer of employment.
Seller's Employees. A. Employees of Seller who perform Services under this Order shall be citizens of the U.S., its possessions or territories, or lawful permanent residents as defined by 8 U.S.C. 1101(a)(20), or protected individuals as defined by 8 U.S.C. 1324b(a)(3). Seller shall provide certification of compliance upon Buyer request. Seller shall promptly notify Buyer of any changes to the certification. Failure to provide the certification, or notice of changes, may result in termination of this Order for default
Seller's Employees. Take all reasonable steps to ensure that the transfer of employment of all of the Employees electing to continue their employ with Purchaser as are able to be accomplished prior to or on the Closing Date.
Seller's Employees. For so long as a project set forth on Schedule 3.18 has any outstanding obligations to be performed under it (an "Existing Project"), Seller shall continue to employ those employees and continue to use the services of those independent contractors who were employed or hired for that Existing Project even if the term extends beyond the Closing Date. Pursuant to this Agreement, Buyer is assuming any outstanding obligations of Seller under an Existing Project following the Closing Date; provided, however, that Seller shall make available its employees and independent contractors who were employed or hired for an Existing Project to assist Buyer in performing any outstanding obligations under such Existing Project. Seller shall continue to be responsible for all Liabilities and obligations due to its employees and independent contractors until the completion of the Existing Project for which such employees and/or independent contractors were employed or hired, except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before the Closing Date which will be assumed by Buyer. Buyer shall reimburse Seller for all out-of-pocket expenses arising in the Ordinary Course of the Business incurred by Seller after the Closing Date associated with the continued employment of an employee or the use of an independent contractor for an Existing Project; provided that it is hereby acknowledged that Buyer is not assuming any Liability arising from or related to Seller's employees and independent contractors, except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before the Closing Date which will be assumed by Buyer.. Upon completion of an Existing Project, those employees or independent contractors of Seller who were hired for that completed Existing Project and who are not employed or hired by Seller for any other Existing Project shall no longer be employed or hired by Seller, or if Buyer should so determine, in its sole discretion, to employ or hire such employees or independent contractors of Seller prior to the completion of an Existing Project, Seller shall release such employee or independent contractor from employment or hire. Following such time, Buyer, in its sole discretion, may seek to employ or hire such employee or independent contractor. Each of Seller and Shareholder acknowledge t...
Seller's Employees. Employees of Seller shall be and remain employees of Seller through the Closing Date and Buyer is not assuming any obligation or liability of any kind which Seller may have to said employees for compensation, pension or retirement plan contributions, or any other obligation or responsibility of any kind. Buyer shall not be obligated to hire or employ any of Seller's employees as of the Closing Date, but may hire or employ any of Seller's current employees in Buyer's sole discretion and upon such terms as it determines. Seller and Principal agree that, for a period of one (1) year from the Closing Date, neither Seller, Principal nor any of their affiliates will employ or seek to employ any of Seller's current employees which are employed by Buyer as of the Closing Date, without the prior written consent of Buyer. Seller and Principal agree to indemnify, defend and hold Buyer harmless with respect to any claims made by any of Seller's employees arising out of actions which occurred on or prior to the Closing Date.
Seller's Employees. (a) Subject to Buyer’s hiring policies, Buyer shall offer employment to all employees of Sellers, which are set forth on Schedule 4.5 at the same levels of benefits and compensation as set forth thereon. Employees of Sellers who accept employment with Buyer and become employees of Buyer at the Closing shall be referred to herein as “Transferred Employees.”
Seller's Employees. Buyer shall have the right, but not the obligation, to employ any or all of the employees of Seller. Each such person who is employed with Buyer shall be a "TRANSFERRED EMPLOYEE". Buyer shall provide such information to Seller as Seller may reasonably request to permit Seller to assess its obligations, if any, under the WARN Act and to take whatever compliance actions that Seller, in consultation with Buyer, elects to take.
Seller's Employees. (a) Within five (5) Business Days of Closing or such other time as the parties may agree (with the exact date to be mutually agreed by Sellers and Buyer) (the "Interim Employment Period"), each Seller shall terminate the employment of all of such Seller's employees and shall, together with and in consultation with Buyer, notify such Seller's employees that the transaction contemplated under the terms of this Agreement has occurred. After such notice is provided, Buyer will extend offers of employment to all or substantially all of Sellers' employees on an "at-will" basis at their current compensation as shown on Schedule 5.14(a) and, as a condition to employment with Buyer, will request that each of the Transferred Employees execute and deliver the Non-Disclosure/Non-Solicitation/Non-Competition Agreement in the form as set forth in Exhibit "B" attached hereto. The Employees who accept such employment and commence employment within five (5) Business Days of the Closing Date, the "Transferred Employees". Sellers shall be solely responsible to pay any severance pay to which their employees may be entitled upon their termination from Sellers. During such Interim Period, Sellers' employees shall remain employees of Sellers for all purposes and Buyer shall engage Sellers to provide the services of Sellers' employees to Buyer in respect of the operation of the Business and Buyer shall promptly, following the end of the Interim 21471555v.18 Employment Period, reimburse Sellers for such services in an amount equal to the fully burdened payroll expenses and employee benefit premiums and other similar out of pocket expenses of such employees for such Interim Period.
Seller's Employees. Purchaser shall be under no obligation to employ after the Closing Date any of Seller's employees. After this Agreement is signed and prior to the Closing Date, Purchaser may interview any of Seller's employees regarding possible employment with Purchaser as of the Closing Date, so long as Purchaser does not materially interfere with the conduct of Seller's business. If Purchaser and any of Seller's employees reach agreement as to terms of employment to commence on or after the Closing Date, no inference shall be created that Purchaser has assumed any of Seller's obligations to its employees; provided, however, that if Purchaser hires any of Seller's employees then Seller shall provide Purchaser a copy of any and all personnel records relating to such employees. Seller shall furnish to Purchaser on request a list of all employees of the Business, setting forth their compensation, job description, hire date and a summary of all benefits provided.
