Termination of Employees. Agent may in its discretion stop using any Retained Employee at any time during the Sale, subject to the conditions provided for herein. In the event that Agent desires to cease using any Retained Employee, Agent shall notify Merchant at least seven (7) days prior thereto, so that Merchant may coordinate the termination of such employee; provided, however, that, in the event that Agent determines to cease using an employee “for cause” (which shall consist of dishonesty, fraud or breach of employee duties), the seven (7) day notice period shall not apply, provided further, however, that Agent shall immediately notify Merchant of the basis for such “cause” so that Merchant can arrange for termination of such employee. From and after the date of this Agreement and until the Sale Termination Date, Merchant shall not transfer or dismiss Retained Employees except “for cause” without Agent’s prior consent. Notwithstanding the foregoing, Agent shall not have the right to terminate the actual employment of any Retained Employee, but rather may only cease using such employee in the Sale and paying any Expenses with respect to such employee.
Termination of Employees. At closing the Vendor will terminate the employment of all employees to whom the Purchaser has made an offer of employment under section 8.1 and will indemnify and save harmless the Purchaser from and against all claims by any employee of the Vendor for wages, salaries, bonuses, pension or other benefits, severance pay, notice or pay in lieu of notice and holiday pay in respect of any period before closing.
Termination of Employees. Agent may in its discretion stop using any Retained Employee at any time during the Sale. In the event of termination of any Retained Employee, Agent will use all reasonable efforts to notify Merchant at least five (5) days prior thereto, except for termination "for cause" (such as dishonesty, fraud or breach of employee duties), in which event no prior notice to Merchant shall be required, provided Agent shall notify Merchant as soon as practicable after such termination. From and after the date of this Agreement and until the Sale Termination Date, Merchant shall not transfer or dismiss employees of the Stores except "for cause" without Agent's prior consent.
Termination of Employees. Terminate all of Seller’s employees who work solely or primarily at the Company Owned Stores, as of the close of business on the Closing Date.
Termination of Employees. At the Closing but effective as of the Effective Time, Seller will terminate (i) all employees of Seller then employed at the Restaurants and (ii) those employees of Seller listed on Schedule 7.01 (romanettes (i) and (ii), collectively, the “Employees”). Seller shall be responsible for (a) compliance with all applicable Law with respect to the employment or termination of all such Employees prior to the Effective Time and (b) the employment-related obligations with respect to Employees prior to the Effective Time including worker’s compensation benefits with respect to injuries or incidents occurring prior to the Effective Time, any paid time-off and sick or vacation amounts due or granted by Seller to any Employees prior to the Effective Time as well as any amounts due to any Employees resulting from Seller’s existing 401(k) or stock plans; provided, however, that Purchaser shall reimburse Seller for any severance costs incurred by Seller or its Affiliates under the plans, programs, agreements or arrangements described in Schedule 4.14 as a result of the termination of any such Employees who are employed by Seller immediately prior to the Effective Time and who do not become Hired Employees. Seller agrees to pay all unused vacation benefits earned or accrued by Employees through the Effective Time. Seller will continue any employee benefit payment obligations for Employees who are on long-term disability leave of absence on the Closing Date in accordance with the terms of Seller’s policies. For a period of twenty-four (24) months after the Closing, Seller and its Affiliates will not solicit, divert or attempt to hire any Hired Employee then employed by Purchaser or its Affiliates; provided that, this sentence shall not preclude Seller and its Affiliates from soliciting from employment or hiring any Hired Employee who (i) responds to a general solicitation through a public medium or general or mass mailing by or on behalf of Seller of its Affiliates or (ii) contacts Seller or its Affiliates directly on such individual’s own initiative.
Termination of Employees. In connection with any termination of this Agreement, Manager shall, unless otherwise requested in writing by Owner, give notice of termination of employment to all Project employees containing such information as is required by any severance policy applicable to such employees and the provisions of any applicable federal or state plant closing or similar laws. The notice to employees shall be given within ten (10) days after notice of termination is given. Owner shall bear the severance and related costs terminating such employees and of any applicable federal or state plant closing or similar laws in connection with any termination of this Agreement.
Termination of Employees. Employment (Not in Connection with a Change of Control or Retirement Termination of Employment). In the event of a Termination of Employee’s Employment and contingent upon the Employee’s execution of the Release of Claims without revocation within the time period described in Section 2 above and in compliance with Section 8 and Section 9 of this Agreement, Employee shall be entitled to the following benefits: (a) an amount equal to (i) twelve (12) months of Employee’s annual base pay at the rate in effect immediately prior to the date of Termination of Employee’s Employment plus (ii) 100% of the target annual incentive for the performance period during which Employee’s employment was terminated, which incentive payment would have been awarded to Employee under the Xxxxx of Xxxx Limited 2011 Annual Incentive Plan and any successor annual incentive plan or arrangement in which executive officers and employees of Xxxxx of Xxxx Limited, a Bermuda company (“Xxxxx of Xxxx”), and its subsidiaries are eligible to participate (as amended, restated or modified from time to time, the “Annual Incentive Plan”); (b) an amount equal to the pro rata portion (as defined below) of the annual incentive payable under the Annual Incentive Plan for the performance period during which Employee’s employment was terminated had Employee’s employment not been terminated, based upon the actual performance of Xxxxx of Xxxx at the end of such performance period and payable at the same time that such payment would be made during Employee’s regular employment with the Company. For purposes of this Section 3.1(b), the term “pro rata portion” shall mean a percentage, when expressed as a fraction, the numerator of which
Termination of Employees. (a) Effective no later than Closing, the Company will completely and irrevocably terminate all agreements, contracts, arrangements, commitments and other obligations pertaining to employment or in the nature of employment contracts with all persons working at the Property, whether denominated as "employees" or otherwise (the "Terminated Persons") (such terminations by Seller are referred to collectively as the "Terminations").
(b) All wages, salary, accrued fringe benefits (including accrued vacation pay), severance payments (if any), payments required by Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, and other liabilities, compensation or amounts owed to Terminated Persons shall be fully paid by Seller at or prior to Closing, except as follows:
(i) All Terminated Persons to whom Buyer is offering new employment who are entitled to accrued vacation pay as of Closing shall be given the option of (x) being paid their accrued vacation pay in cash by Seller immediately after Closing, or (y) if they accept the offer of new employment with Buyer, having a credit for their accrued vacation time included as a fringe benefit to which they would be entitled upon commencing employment with Buyer, subject to the policies and procedures of Buyer.
(ii) Terminated Persons who elect the first option specified in Section 5.1(b)(i) (or who do not accept the offer of new employment with Buyer) shall be paid their accrued vacation pay by Seller immediately after Closing.
(c) The notification to the employees of the option provided in Section 19.1(a) shall be in a form mutually agreeable to Buyer and Seller.
(d) Seller shall grant Buyer reasonable opportunities to communicate with all employees of the Company prior to the Closing for purposes of allowing Buyer to convey offers of employment, for confirming the terms of such employment, and for purposes related thereto.
Termination of Employees. Agent may in its discretion stop using any Retained Employee at any time during the Sale. In the event of termination of any Retained Employee, Agent will use all reasonable efforts to notify Merchant at least five (5) days prior thereto, except for termination "for cause" (such as dishonesty, fraud or breach of employee duties), in which event no prior notice to Merchant shall be required, provided Agent shall notify Merchant as soon as practicable after such termination. From and after the date of this Agreement and until the Sale Termination Date, Merchant shall not transfer or dismiss employees of the Stores except "for cause" without Agent's prior consent, which consent shall not be unreasonably withheld. Without limiting the foregoing, Merchant has not distributed, and shall not without prior consultation with Agent, distribute any notice to its employees under the WARN Act.
Termination of Employees. Compliance with the Law 31 12.2 Challenge of Termination 31
