Common use of Termination of Employees Clause in Contracts

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. As of the Closing Date, Seller shall terminate all employees of Seller employed in the operation of the Business (a) Effective no later than Closingcollectively, the Company "Seller Employees") and Buyer will completely hire such of the Seller Employees as Buyer may deem necessary and irrevocably terminate appropriate (collectively, the "Hired Employees"). The employment of the Hired Employees by Buyer shall be on terms and conditions as Buyer, in its sole discretion, may deem appropriate. Except for the amounts included in the Accrued Current Liabilities under Subsection 1.01(c)(i) above, nothing herein shall obligate Buyer to assume the liability and obligations of Seller for any unemployment benefits accrued through the Closing Date, any pension plan benefits, welfare plan benefits or other employment benefits to which the Hired Employees claim to be entitled by virtue of their employment with Seller. Nothing in this Section 7.03 shall prohibit Buyer from modifying any of the terms of employment of any Hired Employee after the Closing Date (including, without limitation, such employee's compensation, sick days, vacation days, job description, title, severance and termination benefits, and welfare or pension benefits). Notwithstanding anything to the contrary in this paragraph, Buyer agrees to exercise all agreements, contracts, arrangements, commitments reasonable efforts to modify its employee benefit plans to recognize years of service with Seller for determination of vacation time and other obligations pertaining employee benefits for those employees rehired by Buyer. Buyer agrees that all Hired Employees will be immediately provided with group health, dental and life insurance, with no waiting period, on terms comparable to employment the benefits currently provided to such employees by Seller. The Buyer represents that it has no definite plans to carry out a plant closing or in mass layoff as those terms are defined at 29 U.S.C. Section 2101(a) within sixty (60) days of the nature of employment contracts with all persons working at the Property, whether denominated Closing Date. The Buyer is responsible for giving any notice 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 may be required by Consolidated Omnibus Budget Reconciliation the Worker Adjustment Retraining Notification Act in connection with (I) its failure to hire all of 1986the Seller Employees on the Closing Date, as amended, and other liabilities, compensation (ii) its subsequent termination 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 layoff of Closing shall be given the option of (x) being paid their accrued vacation pay in cash by Seller immediately after Closingany Hired Employees, or (yiii) if they accept the offer a reduction in hours 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 work of Buyerany Hired Employee. (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. (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)(i5.1 (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. (a) Effective no later than ClosingOn the Closing Date, the Company Seller will completely and irrevocably terminate all agreementsits employees, contracts, arrangements, commitments and other obligations pertaining deliver final paychecks 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 them for unpaid wages, salaryaccrued vacation, accrued fringe benefits (including accrued vacation pay), severance payments (if any), payments unused sick days and any other amounts owing to them. Seller shall cooperate with Buyer in hiring and transitioning of those employees that Buyer desires to hire. The Seller shall be solely responsible for all notices required by Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, and other liabilities, compensation federal or amounts owed to Terminated Persons state law. Seller shall be fully paid by Seller at or prior to Closingsolely responsible for and shall pay any severance, except as follows: (i) All Terminated Persons to whom Buyer is offering new employment who are entitled to termination payments, COBRA benefit, accrued vacation pay as and similar accrued benefit, or liabilities relating to any of Closing shall be given the option employees or to which any employee is entitled, including claims related in any way to the employment of (x) being paid their accrued vacation pay in cash an employee 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 based 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 events occurring prior to the Closing Date, regardless of when any such claim or demand therefor may be made. On and after the Closing Date, Seller shall have the sole responsibility and obligation for purposes complying with the health care continuation coverage requirements of allowing Internal Revenue Code ("Code") Section 4980B and Section 601 et seq. of ERISA ("COBRA") that are applicable to the employees and the spouses and dependents of said employees not hired by Buyer and retained in Buyer's employ for at least six months. Seller shall be solely responsible for providing COBRA continuation coverage to convey offers of employmentany person entitled to such coverage in connection with any health plan sponsored by Seller. Seller shall indemnify, for confirming the terms defend and hold harmless Buyer and its employees, officers, directors, successors, assigns, subsidiaries, shareholders, agents, attorneys, representatives and affiliates from and against any and all losses, liabilities, demands, claims, expenses, judgments, costs, attorneys' fees, taxes and penalties arising under Code Section 4980B or ERISA Section 601 et seq. with respect to any individual who was an employee (or a spouse or dependent of such employmentemployee) of Seller prior to the Closing and who had or has a "qualifying event" (within the meaning of Code Section 4980(B)(f)(3)) before, and for purposes related theretoon or after the Closing.