Termination of Certain Employees. Prior to the Effective Time, and except in the case of EU Transferring Employees, Seller and Purchaser shall use commercially reasonable efforts (i) to obtain the voluntary consent of a Continuing Employee to resign his or her employment from Seller (or the applicable Subsidiary of Seller) and to become employed by Purchaser (or the applicable Subsidiary of Purchaser) or (ii) to obtain the voluntary consent of a Continuing Employee to transfer his or her employment to Purchaser (or the applicable Subsidiary of Purchaser) or (iii) to enter into an agreement with a Continuing Employee by which Purchaser assumes the material provisions of such Continuing Employee’s employment agreement, the determination of which shall be established by Seller and Purchaser based on applicable local Laws and standard local practice to minimize severance payments upon the transfer of or resignation and immediate rehiring of Continuing Employees, as applicable, on the Closing Date. With respect to Business Employees located in jurisdictions where local employment Laws may be argued to provide for an automatic transfer of such Business Employees’ employment to Purchaser upon consummation of the transactions contemplated by this Agreement, or to provide such Business Employees with a right to continuation of employment or to continuation of current compensation and benefits, excluding EU Transferring Employees, Seller shall use commercially reasonable efforts to procure such resignations, waivers, releases and agreements as may be required to permit the employment by Purchaser and its Subsidiaries of the Business Employees listed in Schedule 5.7(a) (and no other employees of Seller and its Subsidiaries) and their employment by Purchaser and its Subsidiaries on the terms offered by Purchaser and its Subsidiaries. Subject to applicable Laws, on and after the Closing Date, Purchaser shall have the right to dismiss any or all Continuing Employees at any time, with or without cause, and to change the terms and conditions of their employment (including compensation and employee benefits provided to them).
Termination of Certain Employees. Effective as of no later than immediately prior to the Closing, the Company shall terminate the employment of each of the Employees listed on Schedule 6.14 subject to the terms and conditions of each applicable termination letter delivered in connection therewith.
Termination of Certain Employees. Each of the Chief Executive Officer of the Company shall have been terminated by the Company, and the Stockholders’ shall be responsible for a severance payment to be made to such employee from the Closing Consideration.
Termination of Certain Employees. On the Closing Date, immediately following the Closing and concurrent with the employee meetings and presentations contemplated by Buyer to occur at or around 9:00 a.m. E.S.T. on the Closing Date, Company shall terminate the employment of those individuals listed on Schedule 12.4 (the “Terminated Employees”) effective as of the close of business on the Closing Date and, subject to Buyer’s reimbursement obligation with respect to certain Resigning Employees under Section 5.11(g) hereof, Seller shall cause Company to pay all accrued and unused vacation pay or sick leave and severance payments or other bonus due to any Terminated Employees or Resigning Employees that arise by reason of such terminations and/or resignations in accordance with plan terms.
Termination of Certain Employees. Effective no later than the Closing Date, the Company shall, or shall cause a Subsidiary of the Company to, terminate the employment of each employee of the Company or a Subsidiary of the Company who (a) is listed on Schedule B to this Agreement or (b) has declined or not accepted an Employment Agreement as of the day immediately preceding the Closing Date, in each case to the extent permissible and feasible under applicable Legal Requirements (collectively, the “Non-Continuing Employees”), all in accordance and subject to Schedule B. The Company shall be permitted to provide severance to each of the Non-Continuing Employees in the amount with respect to each Non-Continuing Employees that is equal to the amount set forth opposite such employee’s name on Schedule B, and other than in the case of the Termination Payment, such severance up to the amount set forth on such schedule shall not be included as liability in the calculation of Current Liabilities.
Termination of Certain Employees. Effective as of the Closing Date, PPL shall terminate the employment of all those employees named on Schedule 4.10 (the “Transferred Employees”). Buyer shall not be liable to any Seller or other Person for any severance obligations, benefit obligations or any other Liabilities in connection with the termination of the Transferred Employees or other Person’s employment with PPL, all of which Liabilities shall be the responsibility of PPL.
Termination of Certain Employees. At the Closing, AGI shall terminate all of its employees. Said terminations shall be in accordance with all local, state and federal laws, rules, and regulations.
Termination of Certain Employees. The Vendors shall terminate all Terminated Employees prior to the Effective Time. Unless otherwise agreed to in writing by the Purchaser, the severance offer made by the Vendors to the Terminated Employees shall be the minimum severance payments required by Law or contract with each Terminated Employee, as applicable. The Purchaser shall, at Closing, pay to the Vendors the Severance Costs, as applicable, and shall indemnify and save harmless the Vendors from and against any and all claims, losses and costs whatsoever in connection with each Terminated Employee that does not accept the severance offer made to him or her in accordance with the foregoing or that accepts the severance offer made to him or her in accordance with the foregoing and subsequently alleges that the severance offer is not binding upon him or her where the severance offers made to the Terminated Employees are made in accordance with this Section 13.4.
Termination of Certain Employees. On or before the Closing Date, the Xxxxxx Valley Group Companies shall have terminated the individual(s) listed on Schedule 5.7, Xxxx Xxxx and Xxx Xxxxxxxx, and the Shareholders shall be solely liable for any compensation, severance or other amount due and payable by any Xxxxxx Valley Group Company to such individual(s) of whatsoever nature or kind.
Termination of Certain Employees. The Company shall have terminated the employment of the individuals set forth on Schedule 4.14(e)(ii).
