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.
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Seller's Employees. (a) Within five (5) Business Days Subject to the condition that the Closing hereunder occurs, Buyer shall offer to employ, as of Closing or such other time as the parties may agree (with Effective Date, all of the exact date to be mutually agreed by Sellers and Buyer) (employees of Seller engaged in the "Interim Employment Period")Division's business listed on Exhibit 2.3., each including employees of Seller shall terminate engaged in the Division's business then on permitted leave from 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 Such employment will extend offers of employment to all or substantially all of Sellers' employees be on an "at-at will" basis or other basis, as Buyer determines, and at their current time of employment, for salaries or wages reasonably determined by Buyer but in no event lower than currently enjoyed by such employees. Buyer, however, following commencement of employment of such employees, shall have the right to change or modify such employees' compensation as shown on Schedule 5.14(a) andit deems appropriate. Buyer does not assume, as a condition and Seller shall be fully responsible for the payment of, any severance or other benefits related to employment with Buyer, will request that each or payable upon the termination of any 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 Division's employees who fail to accept such employment offer, except that Buyer agrees to assume Seller's Obligation for accrued but unused vacation and commence sick time of the Division's employees accepting employment with Buyer immediately following Closing. Buyer shall assume Obligations for severance pay and other termination benefit liabilities incurred by Seller resulting from the termination of any such employee who is hired by Buyer and then terminated by Buyer within five six (56) Business Days months. Within at least thirty (30) days of the Closing Date, Seller shall provide to Buyer accurate and complete copies of the "Transferred Employees"personnel records of the Division's employees engaged in the Division's business. Sellers Seller 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 compliance with 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 Laws related to the fully burdened payroll expenses termination by Seller of Seller's employees. Seller shall cooperate with Buyer's efforts to employ and employee benefit premiums and other similar out of pocket expenses of retain any such employees for such Interim Periodemployees.
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Seller's Employees. (a) Within five (5) Business Days Subject to the condition that the Closing hereunder occurs, Buyers shall offer to employ, as 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")Effective Date, each Seller shall terminate the employment of all of such Seller's the employees and shall, together with and of Sellers engaged 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 Accounts Receivable Collection Business set forth on lists previously delivered to Buyers by Sellers. Such employment will be on an "at-at will" basis for comparable salaries or wages and (to the extent possible) with vacation and severance benefits, if any, comparable to those provided by Buyers to employees at their current compensation as shown comparable levels and with comparable responsibilities, based on Schedule 5.14(a) andthe date each such employee, as a condition respectively, was first employed by Sellers' Accounts Receivable Collection Business or its predecessor. Any such employment by Buyers may, at some time, require relocation by the employee to Buyers's currently occupied facilities. Buyers does not assume, and Sellers shall be fully responsible for the payment of, any severance or other benefits related to or payable upon the termination of any of its employees, including, without limitation, any employees not offered employment with Buyer, will request that each of the Transferred Employees execute by Buyers and deliver the Non-Disclosure/Non-Solicitation/Non-Competition Agreement in the form as set forth in Exhibit "B" attached hereto. The Employees any employees offered employment by Buyers who fail to accept such employment offer. Sellers shall cooperate with Buyers's efforts to employ and commence employment within five retain any such employees. Within at least thirty (530) Business Days days of the Closing Date, Sellers shall provide to Buyers accurate and complete copies of the "Transferred Employees"personnel records of Sellers' employees engaged in Sellers' Accounts Receivable Collection Business. Sellers shall be solely responsible for compliance with all Laws related to pay any severance pay to which their employees may be entitled upon their the termination from Sellers. During such Interim Period, Sellers' employees shall remain employees of by 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 Periodemployees.
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Samples: Final Asset (Nco Group Inc)
Seller's Employees. Attached as Section 4.3 of the Disclosure Schedule is a list of all full-time, active employees of the Seller as of the date hereof, including those on temporary leave for jury duty, family and short-term medical leave, vacation or military duty (asuch list also sets forth the status as such employees and their compensation as of the date hereof). Section 4.3 of the Disclosure Schedule also contains a list of such employees to whom an Affiliate of the Buyer ("Employer") Within five (5) Business Days will offer employment following the Closing. Employees of the Seller who accept offers of employment with the Employer and become employees of the Employer at the time of Closing shall be referred to herein as "Transferred Employees." Employees of the Seller not offered employment, or such other time as the parties may agree (who decline employment, and Transferred Employees who do not report for work with the exact date to be mutually agreed by Sellers and Buyer) (Employer shall remain the "Interim Employment Period"), each responsibility of the Seller. Seller shall terminate be responsible for any Liabilities arising from the termination of the Transferred Employees' employment with the Seller. The Seller shall pay in cash all vested and unused vacation or paid off-duty (if applicable) to Transferred Employees at the time of all of such Seller's employees and shallClosing. Except as expressly provided otherwise herein, 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 Employees' employment shall be upon such terms and deliver conditions as the Non-Disclosure/Non-Solicitation/Non-Competition Agreement Buyer and the Employer, in the form as set forth in Exhibit "B" attached heretotheir sole discretion, shall determine. The Employees who accept such employment Seller shall retain all rights, responsibilities and commence employment within five (5) Business Days Liabilities 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 sort with 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 PeriodPlans.
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Samples: Purchase and Sale Agreement (Martin Midstream Partners Lp)
Seller's Employees. (a) Within five (5) Business Days Subject to the condition that the Closing ------------------ hereunder occurs, Buyer shall offer to employ, as of Closing or such other time as the parties may agree (with Effective Date, all of the exact date to be mutually agreed by Sellers and Buyer) (employees of Seller engaged in the "Interim Employment Period")Division's business listed on Exhibit 2.3., each including employees of Seller shall terminate engaged in the Division's business then on permitted leave from 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 Such employment will extend offers of employment to all or substantially all of Sellers' employees be on an "at-at will" basis or other basis, as Buyer determines, and at their current time of employment, for salaries or wages reasonably determined by Buyer but in no event lower than currently enjoyed by such employees. Buyer, however, following commencement of employment of such employees, shall have the right to change or modify such employees' compensation as shown on Schedule 5.14(a) andit deems appropriate. Buyer does not assume, as a condition and Seller shall be fully responsible for the payment of, any severance or other benefits related to employment with Buyer, will request that each or payable upon the termination of any 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 Division's employees who fail to accept such employment offer, except that Buyer agrees to assume Seller's Obligation for accrued but unused vacation and commence sick time of the Division's employees accepting employment with Buyer immediately following Closing. Buyer shall assume Obligations for severance pay and other termination benefit liabilities incurred by Seller resulting from the termination of any such employee who is hired by Buyer and then terminated by Buyer within five six (56) Business Days months. Within at least thirty (30) days of the Closing Date, Seller shall provide to Buyer accurate and complete copies of the "Transferred Employees"personnel records of the Division's employees engaged in the Division's business. Sellers Seller 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 compliance with 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 Laws related to the fully burdened payroll expenses termination by Seller of Seller's employees. Seller shall cooperate with Buyer's efforts to employ and employee benefit premiums and other similar out of pocket expenses of retain any such employees for such Interim Periodemployees.
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Samples: Asset Acquisition Agreement (Telespectrum Worldwide Inc)