Common use of Seller's Employees Clause in Contracts

Seller's Employees. Seller shall take all actions reasonably requested by Buyer to assist Buyer in hiring any employees employed by Seller in the Business that Buyer desires to employ. Buyer has no obligation to offer employment to any of Seller’s employees, but anticipates offering employment to all of Seller’s full-time employees. Except with respect to the Selling Shareholders, any employees hired by Buyer shall be employed on an “at will” basis under terms and conditions established solely by Buyer pursuant to Buyer's practices and policies. Seller will be liable for, and will pay, all wages, severance payments, accrued vacation and sick pay, “COBRA” (defined below) and similar benefits, and other amounts and benefits, if any, due to any employees with respect to such employee's employment prior to the Effective Time, including, but not limited to, any severance payments paid to any employee of Seller not hired by Buyer. Seller, and not Buyer, shall comply, or shall cause Seller’s insurer to comply, with all requirements under the Consolidated Omnibus Budget Reconciliation Act of 1984, as amended ("COBRA"), in connection with notices of options for continuation of health care coverage under COBRA with respect to any employee of Seller prior to the Effective Time or any qualified beneficiary of such employee, as defined by COBRA, and, to the extent applicable, with all requirements of the Employee Retirement Income Security Act of 1974, as amended, with respect to any and all plans or arrangements of Seller.

Seller's Employees. Subject to the condition that the Closing hereunder occurs, Buyer shall offer to employ, as of the Effective Date, all of the employees of Seller engaged in the Division's business listed on Exhibit 2.3., including employees of Seller engaged in the Division's business then on permitted leave from the employment of Seller. Such employment will be on an "at will" or other basis, as Buyer determines, and at 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 it deems appropriate. Buyer does not assume, and Seller shall take all actions reasonably requested by be fully responsible for the payment of, any severance or other benefits related to or payable upon the termination of any of the Division's employees who fail to accept such employment offer, except that Buyer agrees to assist assume Seller's Obligation for accrued but unused vacation and sick time of the Division's employees accepting employment with Buyer in hiring any employees employed immediately following Closing. Buyer shall assume Obligations for severance pay and other termination benefit liabilities incurred by Seller in resulting from the Business that Buyer desires to employ. Buyer has no obligation to offer employment to termination of any of Seller’s employees, but anticipates offering employment to all of Seller’s full-time employees. Except with respect to the Selling Shareholders, any employees such employee who is hired by Buyer and then terminated by Buyer within six (6) months. Within at least thirty (30) days of the Closing Date, Seller shall provide to Buyer accurate and complete copies of the personnel records of the Division's employees engaged in the Division's business. Seller shall be employed on an “at will” basis under terms and conditions established solely responsible for compliance with all Laws related to the termination by Buyer pursuant to Seller of Seller's employees. Seller shall cooperate with Buyer's practices efforts to employ and policies. Seller will be liable for, and will pay, all wages, severance payments, accrued vacation and sick pay, “COBRA” (defined below) and similar benefits, and other amounts and benefits, if any, due to retain any employees with respect to such employee's employment prior to the Effective Time, including, but not limited to, any severance payments paid to any employee of Seller not hired by Buyer. Seller, and not Buyer, shall comply, or shall cause Seller’s insurer to comply, with all requirements under the Consolidated Omnibus Budget Reconciliation Act of 1984, as amended ("COBRA"), in connection with notices of options for continuation of health care coverage under COBRA with respect to any employee of Seller prior to the Effective Time or any qualified beneficiary of such employee, as defined by COBRA, and, to the extent applicable, with all requirements of the Employee Retirement Income Security Act of 1974, as amended, with respect to any and all plans or arrangements of Selleremployees.

Seller's Employees. Subject to the condition that the Closing ------------------ hereunder occurs, Buyer shall offer to employ, as of the Effective Date, all of the employees of Seller engaged in the Division's business listed on Exhibit 2.3., including employees of Seller engaged in the Division's business then on permitted leave from the employment of Seller. Such employment will be on an "at will" or other basis, as Buyer determines, and at 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 it deems appropriate. Buyer does not assume, and Seller shall take all actions reasonably requested by be fully responsible for the payment of, any severance or other benefits related to or payable upon the termination of any of the Division's employees who fail to accept such employment offer, except that Buyer agrees to assist assume Seller's Obligation for accrued but unused vacation and sick time of the Division's employees accepting employment with Buyer in hiring any employees employed immediately following Closing. Buyer shall assume Obligations for severance pay and other termination benefit liabilities incurred by Seller in resulting from the Business that Buyer desires to employ. Buyer has no obligation to offer employment to termination of any of Seller’s employees, but anticipates offering employment to all of Seller’s full-time employees. Except with respect to the Selling Shareholders, any employees such employee who is hired by Buyer and then terminated by Buyer within six (6) months. Within at least thirty (30) days of the Closing Date, Seller shall provide to Buyer accurate and complete copies of the personnel records of the Division's employees engaged in the Division's business. Seller shall be employed on an “at will” basis under terms and conditions established solely responsible for compliance with all Laws related to the termination by Buyer pursuant to Seller of Seller's employees. Seller shall cooperate with Buyer's practices efforts to employ and policies. Seller will be liable for, and will pay, all wages, severance payments, accrued vacation and sick pay, “COBRA” (defined below) and similar benefits, and other amounts and benefits, if any, due to retain any employees with respect to such employee's employment prior to the Effective Time, including, but not limited to, any severance payments paid to any employee of Seller not hired by Buyer. Seller, and not Buyer, shall comply, or shall cause Seller’s insurer to comply, with all requirements under the Consolidated Omnibus Budget Reconciliation Act of 1984, as amended ("COBRA"), in connection with notices of options for continuation of health care coverage under COBRA with respect to any employee of Seller prior to the Effective Time or any qualified beneficiary of such employee, as defined by COBRA, and, to the extent applicable, with all requirements of the Employee Retirement Income Security Act of 1974, as amended, with respect to any and all plans or arrangements of Selleremployees.

Seller's Employees. Buyer shall, after conferring with the Principals in such regard, inform Seller reasonably prior to the Closing Date as to whether it wishes to employ any of Seller's or Uniforce's employees (who, with respect to Uniforce, are those temporary employees of Uniforce who are providing services on behalf of Seller pursuant to the Licensing Agreements), and if it wishes to do so, the names of such employees and the positions and compensation Buyer proposes to offer them. Seller shall take all actions reasonably requested by permit Buyer to assist Buyer in hiring any employees employed by Seller in the Business that Buyer desires to employ. Buyer has no obligation to offer employment to such employees on the terms proposed by Buyer prior to the Closing Date. Immediately prior to the Closing Date, Seller shall inform any of Seller’s employees's employees to whom Buyer does not offer employment, but anticipates offering or who do not accept Buyer's offer of employment to all if made, that they shall be relieved of Seller’s full-time employees. Except their duties with respect to the Selling Shareholders, any employees hired business of Seller being acquired by Buyer hereunder, effective on the Closing Date. All liabilities and obligations associated with the termination of employment by Seller of any of its employees to whom Buyer does not offer employment or who do not accept Buyer's offer of employment under contract or applicable law or otherwise shall be employed on an “at will” basis under terms and conditions established solely by Buyer pursuant to Buyer's practices and policies. Seller will be liable for, and will pay, all wages, severance payments, accrued vacation and sick pay, “COBRA” (defined below) and similar benefits, and other amounts and benefits, if any, due to any employees with respect to such employee's employment prior to the Effective Time, including, but not limited to, any severance payments paid to any employee sole responsibility of Seller not hired by Buyer. Seller, and not BuyerSeller, each of the Principals and Bencini-Tibo, jointly and severally, shall complydischarge and indemnify, or shall cause Seller’s insurer to complydefend and hold harmless Buyer and Headway and their respective officers, with directors, employees, agents and shareholders from all requirements under the Consolidated Omnibus Budget Reconciliation Act of 1984, as amended ("COBRA"), in connection with notices of options for continuation of health care coverage under COBRA with respect to any employee of Seller prior to the Effective Time or any qualified beneficiary of such employee, as defined by COBRA, and, to the extent applicable, with all requirements of the Employee Retirement Income Security Act of 1974, as amended, with respect to any obligations and all plans or arrangements of Sellerliabilities.

Seller's Employees. Seller Subject to the condition that the Closing hereunder occurs, Buyers shall take all actions reasonably requested by Buyer to assist Buyer in hiring any employees employed by Seller in the Business that Buyer desires offer to employ. Buyer has no obligation to offer employment to any , as of Seller’s employeesthe Effective Date, but anticipates offering employment to all of Seller’s full-time employeesthe employees of Sellers engaged in Sellers' Accounts Receivable Collection Business set forth on lists previously delivered to Buyers by Sellers. Except with respect Such employment will be on an "at will" basis for comparable salaries or wages and (to the Selling Shareholders, any employees hired by Buyer shall be employed on an “at will” basis under terms and conditions established solely by Buyer pursuant to Buyer's practices and policies. Seller will be liable for, and will pay, all wages, severance payments, accrued extent possible) with vacation and sick pay, “COBRA” (defined below) and similar benefits, and other amounts and severance benefits, if any, due comparable to any those provided by Buyers to employees at comparable levels and with respect to comparable responsibilities, based on the date each such employee, 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 employment prior 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 Effective Timetermination of any of its employees, including, but not limited towithout limitation, any severance payments paid employees not offered employment by Buyers and any employees offered employment by Buyers who fail to accept such employment offer. Sellers shall cooperate with Buyers's efforts to employ and retain any employee such employees. Within at least thirty (30) days of Seller not hired by Buyerthe Closing Date, Sellers shall provide to Buyers accurate and complete copies of the personnel records of Sellers' employees engaged in Sellers' Accounts Receivable Collection Business. Seller, and not Buyer, Sellers shall comply, or shall cause Seller’s insurer to comply, be responsible for compliance with all requirements under the Consolidated Omnibus Budget Reconciliation Act of 1984, as amended ("COBRA"), in connection with notices of options for continuation of health care coverage under COBRA with respect to any employee of Seller prior Laws related to the Effective Time or any qualified beneficiary termination by Sellers of such employee, as defined by COBRA, and, to the extent applicable, with all requirements of the Employee Retirement Income Security Act of 1974, as amended, with respect to any and all plans or arrangements of SellerSellers' employees.