Termination and Rehiring of Employees. (a) The employees identified on Schedule 11.1(a)(i) ("Timberland Employees") include all persons employed in the business that is the subject of this Agreement. The employees identified on Schedule 11.1(a)(ii) ("Absent Employees") include all Timberland Employees currently on leaves of absence for any reason, including, but not limited to, military leave, family or medical leave, long or short term disability, educational leave or personal leave. On and as of the Closing Date, Seller will take all action necessary to terminate the Timberland Employees and shall pay such employees all accrued employment-related financial obligations due to them through the close of business on the Closing Date. The parties agree that a Transitioning Employee's (as defined in Section 11.1(b)) termination of employment with Seller at the Closing shall not constitute his or her retirement for purposes of the Retirement Plan (as defined in Section 11.2(a) below) or for the beginning any Retiree Coverages (as defined in Section 11.4 below) for which the Transitioning Employee is or may be eligible (it being understood that any Retiree Coverages for which a Transitioning Employee is or may qualify shall be provided only following his or her termination of employment by Purchaser.) (b) Purchaser shall extend offers of employment not less than 10 days before Closing to each of the Timberland Employees other than the Absent Employees and other than up to eight (8) additional Timberland Employees selected solely at Purchaser's discretion; provided, however, that Purchaser shall not be required to extend offers of employment to any former employees of Seller terminated by Seller prior to the Closing Date. Each such offer of employment shall: (i) be contingent upon such Timberland Employee's passing Purchaser's mandatory applicant substance abuse test, (ii) be effective subject to and as of the Closing, (iii) provide for employment at the current location of employment of such Timberland Employee, (iv) be at a salary or hourly wage rate, as applicable, that is at least equal to the current salary or hourly wage rate of such Timberland Employee, (v) provide for employee benefits that are substantially comparable to employee benefits provided to other similarly situated employees of Purchaser, and (vi) be for a position appropriate to such Timberland Employee's skill, experience and training. Those Timberland Employees who accept such offers of employment with Purchaser and who subsequen...
Termination and Rehiring of Employees. Purchaser will or will cause its affiliate to offer employment to any Employees as Purchaser deems appropriate in its sole discretion. LodgeWorks will terminate the employment of any Employees that accept employment with Purchaser, effective as of the Primary Closing Date. The Employees who accept such offers of employment are referred to collectively herein as the “Rehired Employees.” The employment of the Rehired Employees will be on such terms as Purchaser (or its affiliate) deems appropriate consistent with Purchaser’s standard policies and practices, but all Rehired Employees will receive service credit with Purchaser dating back to their original hire date as set forth in LodgeWorks’ records and will receive a credit with Purchaser for all paid time off that they have accrued with LodgeWorks and not taken as of Closing for which Purchaser is compensated. Purchaser will receive a credit to the Purchase Price from the Selling Parties for the value of the aggregate of such paid time off for the Rehired Employees that is assumed by Purchaser, to the extent permitted by state laws.
Termination and Rehiring of Employees. Except as otherwise provided herein, Seller shall cause each Employer to terminate the employment of all Employees effective as of the Closing, and Purchaser shall (or shall cause its manager to) offer employment to the terminated Employees as Purchaser deems appropriate in its sole and absolute discretion; provided, however, that Purchaser (or its manager) shall offer employment to a sufficient number of terminated Employees as is necessary to prevent Seller Indemnitees from incurring any Indemnification Loss under the WARN Act with respect to the Employees. Purchaser shall defend, indemnify and hold harmless Seller Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by Seller Indemnitees as a result of Purchaser’s failure to offer employment to a sufficient number of terminated Employees as provided herein. Seller shall, or shall cause its manager to, pay any severance or termination fees required to be paid by the Employer’s severance policies (and any Applicable Law) for any Employee who is terminated by the Employer.
Termination and Rehiring of Employees. On the Effective Date (with respect to PBS Employees and PCS Employees) and on the Closing Date (with respect to EO Employees), each Existing Operator shall terminate the employment of all of its respective employees at its Facility (and shall cause each of PBS and PCS to terminate all of its respective employees), including, without limitation, Persons temporarily absent from active employment by reason of disability, illness, injury, workers’ compensation, approved leave of absence or layoff. Addit and SLC shall offer to hire at least seventy-five percent (75%) of all of the PBS Employees and PCS Employees, respectively, who are actively working as of the date
Termination and Rehiring of Employees. Seller shall cause Employer to terminate the employment of all Employees (other than the Retained Employees) effective as of the Closing, and Purchaser shall (or shall cause its manager to) (A) offer employment to a sufficient number of terminated Employees as is necessary to prevent the Seller Indemnitees from incurring any Indemnification Loss under the WARN Act with respect to the Employees (other than the Retained Employees), and (B) not terminate any such Employees who accept such offer of employment (i) for a period of thirty (30) days after the Closing with respect to the Hotel’s general manager, controller, sales director, and food and beverage director (if such Employees are not Retained Employees), and (ii) for a period of ninety (90) days after the Closing with respect to all other such Employees, in each case other than for cause. (the terminated Employees who accept such offers of employment are referred to collectively herein as the “Rehired Employees”.) Purchaser shall, at least five (5) Business Days prior to Closing, provide Seller a list of any Employees that will not be Rehired Employees. Purchaser shall defend, indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Seller Indemnitees under the WARN Act with respect to the Employees (other than the Retained Employees).
Termination and Rehiring of Employees. Prior to Closing, Purchaser will not take any action that would trigger the application of the Worker Adjustment and Retraining Notification Act or similar state or local laws or regulations (collectively, the “WARN Act”). Purchaser shall indemnify, defend and hold harmless Seller and Manager from and against any and all claims, liabilities, costs and expenses (including reasonable attorneys’ fees and costs) arising in connection with any WARN Act claim brought by any Hotel employees based upon actions of Purchaser. Purchaser’s obligations under this Section 6.7 (b) shall survive the Closing.
Termination and Rehiring of Employees. Unless Buyer contracts with Existing Manager to continue management of the Hotel, as and to the extent Buyer desires to employ any Employee, Seller shall cause each Employer to terminate the employment of such Employee effective as of the Closing; provided, however, Buyer (or its manager) shall offer employment to Employees at Buyer’s discretion, but in no event less than a sufficient number of terminated Employees on such terms and conditions as is necessary to prevent Seller Indemnitees from incurring any Indemnification Loss under the WARN Act respecting the Employees. Buyer shall defend, indemnify and hold harmless Seller Indemnitees in accordance with Article X from and against any Indemnification Loss incurred by Seller Indemnitees as a result of Buyer’s failure to offer employment to a sufficient number of terminated Employees as provided herein.
Termination and Rehiring of Employees. Seller shall cause Employer to terminate the employment of all Employees effective as of the Closing, and Purchaser shall (or shall cause an Affiliate, or its manager, to) offer employment to such terminated Employees as Purchaser deems appropriate; provided, however, that Purchaser (or its Affiliate or its manager) shall offer employment to a sufficient number of terminated Employees as is necessary to prevent the Seller Indemnitees from incurring any Indemnification Loss under the WARN Act with respect to the Employees for failure to provide sufficient notice to such Employees prior to such termination. (The terminated Employees who accept such offers of employment are referred to collectively herein as the “Rehired Employees”.) Purchaser shall indemnify and hold harmless the Seller Indemnitees in accordance with Article 15 from and against any Indemnification Loss incurred by any Seller Indemnitees under the WARN Act for failure to provide sufficient notice to such Employees prior to their termination of employment. Purchaser shall have the right to interview any Employees for consideration of employment with the Purchaser at any time after the expiration of the Effective Date. Seller shall instruct its respective property managers to pay any severance or termination fees payable, if any, to any Employee who is terminated by Seller and not rehired by Purchaser (or its Affiliate or its manager). This Section 8.5(a) shall survive the Closing.
Termination and Rehiring of Employees. Buyer shall cause Employer to continue the employment of, such Employees as Buyer deems appropriate, with such employment to continue in effect as of the Closing; provided, however, that Buyer shall cause Employer to continue the employment of a sufficient number of Employees and upon such terms and conditions as are necessary to prevent any Seller Entity from incurring any Liability under the WARN Act. Buyer shall be responsible for all Liabilities (including Liabilities arising under the WARN Act and Liabilities for severance pay or similar payments) with respect to the termination of any Employees from and after the Closing Date, and Buyer shall indemnify and hold each Seller Entity harmless with respect to all such Liabilities. The Employees who continue in employment with Employer, are referred to collectively herein as the “Hired Employees”. Within ten (10) Business Days after the Effective Date, Sellers shall instruct Manager to provide to Buyer the number of Employees terminated within the previous ninety (90) days at each Community. Buyer shall, at least five (5) Business Days prior to Closing, provide Sellers a list of any Employees that Buyer intends not to retain after Closing, and promptly after the Closing Buyer shall provide written notice to Seller identifying those Employees not retained by Employer.
