THE SELLER'S EMPLOYEES Sample Clauses

THE SELLER'S EMPLOYEES. The Buyer shall have the right, but not the obligation, to employ any or all of the Seller's employees. If permitted by law and applicable regulations, the Seller shall, in consideration for the sale of substantially all of the Seller's assets in bulk, assign and transfer to the Buyer, without additional charge therefor, the amount of reserve in the Seller's State Unemployment Compensation Fund with respect to the Business and the corresponding experience rate. The Seller shall terminate its 401(k) plan prior to the Closing Date and in connection therewith shall amend the 401(k) plan to fully vest all accounts of all participants in the 401(k) plan and to provide for the distribution of all such accounts. The Seller shall deliver to the Buyer at Closing a duly executed plan amendment and resolutions of the Board of Directors and, if necessary, the Seller's stockholders reflecting the termination of the 401(k) Plan and related amendments to the 401(k) plan. The Seller also shall terminate all other Employee Plans as of the Closing Date and shall provide the Buyer with formal documentation evidencing such terminations and the Seller shall indemnify and reimburse the Buyer for all Losses (as defined in Section 10.6(b)) incurred by the Buyer in connection with the termination and winding up of the Employee Plans. The Seller shall retain all liability and responsibility for its Employee Plans and shall promptly take any and all actions necessitated by or related to the amendment and/or termination of any Employee Plan, including but not limited to liquidation of plan assets and processing distributions to participants; filing of determination letter applications, final Forms 5500, and/or other notices with governmental authorities; and cancellation of insurance policies. Notwithstanding the foregoing, the Buyer shall have the option, in its sole discretion and exercised by the delivery to the Seller of a written request, to require the Seller to transfer any or all of the Seller's plans or related insurance policies to the Buyer (or other related entity which will continue the Seller's business).
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THE SELLER'S EMPLOYEES. Purchaser agrees that for the five-year period commencing on the Closing Date it will not induce or attempt to persuade any Seller Business Person (as defined below) to terminate or to refuse to enter into an agreement under which such Seller Business Person performs or would perform services as an employee, consultant, agent or otherwise for the Seller. For purposes of this Section 4.15, "Seller Business Person" shall mean any natural person who, at the time of the prohibited contact or within the sixty (60) days immediately prior thereto, is an employee, consultant or free-lance worker of the Seller. Notwithstanding the foregoing provisions of xxxx Section 4.15, Purchaser shall have the right to engage in the following activities: (a) soliciting applications for employment through generalized advertising or other means not specifically directed at a Seller Business Person, (b) communicating in any way, including making an employment or consulting offer, with a Seller Business Person in cases in which such Seller Business Person initiates contact with Purchaser regarding a possible employment or consulting position or (c) communicating in any way, including making an employment or consulting offer, with a Seller Business Person who was not at any time during the sixty (60) days immediately preceding such communication an employee, consultant or free-lance worker of the Seller.
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THE SELLER'S EMPLOYEES. (a) The Buyer shall have the right, but not the obligation, to offer employment to any or all of the Sellers' employees. If permitted by law and applicable regulations, the Sellers shall, in consideration for the sale of substantially all of the Sellers' assets in bulk, assign and transfer to the Buyer, without additional charge therefor, the amount of reserve in the Sellers' respective State Unemployment Compensation Funds with respect to the Businesses and the corresponding experience rate.
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THE SELLER'S EMPLOYEES. The Sellers have provided to the Buyer as of ---------------------- the date hereof a list of employees of the Sellers associated with the Terminals setting forth the status of such employees and their compensation, who will be full-time, active employees on the Closing Date, including those on temporary leave for jury duty, family and short-term medical leave, vacation or military duty. For purposes of this Section 5.7, Xxxx Nues shall be considered as an employee of the Sellers, though he is actually employed by one of their corporate affiliates. The Buyer shall provide to the Sellers at least five (5) days prior to the Closing Date a list of such employees to whom the Buyer will offer employment (the "Employee List").
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THE SELLER'S EMPLOYEES. The Buyer shall have the right, but not the obligation, to employ any or all of the Seller's employees.
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THE SELLER'S EMPLOYEES. The Buyer must have offered employment to the Seller's employees and offered employment agreements to those employees described in paragraph 1.4. Notwithstanding the above, the failure of an employee to accept employment or enter into an employment agreement with the Buyer will not be condition to the Seller's obligations under this Agreement.
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THE SELLER'S EMPLOYEES 
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Related to THE SELLER'S EMPLOYEES

  • Seller's Employees Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closing.

  • Business Employees Immediately after the date of this Agreement, Buyer shall offer employment to each Business Employee set forth on Schedule 6.6(a). Buyer shall reimburse Seller for severance obligations (if any) arising as a result of the rejection of Buyer’s offer of employment by any Business Employee. Buyer shall cause each offer of employment to a Business Employee pursuant to this Section 6.6(a) to provide for (i) an annual salary or hourly wage rate (as applicable), (ii) annual and long-term bonus and incentive compensation opportunities (other than incentive compensation opportunities related to the transactions contemplated by this Agreement), and (iii) employee benefit plans, programs and arrangements (collectively “Employment Terms”) that are substantially comparable, in the aggregate, to those provided to Buyer’s employees in similar positions. In addition, Buyer may offer employment to the Business Employees set forth on Schedule 6.6(b), on terms to be mutually agreed upon, at the Buyer’s sole discretion. Buyer shall reimburse Seller for severance obligations (as set forth on Schedule 6.6(c)), actually paid by Sellers or Parent, arising as a result of the rejection of Buyer’s offer of employment by any Business Employee or arising as a result of Buyer’s failure to offer employment to any Business Employee if such Business Employee is terminated by Seller within thirty (30) days of the Closing Date. Any Business Employee who accepts Buyer’s offer of employment pursuant to this Agreement shall be a “Transferred Employee.” Nothing herein shall restrict the right of Buyer or a Subsidiary of Buyer to terminate the employment of any Transferred Employee after the Closing Date. Any reimbursement of severance obligations by Buyer to Seller, as set forth above, shall occur within ten (10) days of a reimbursement request from Seller.

  • Transferred Employees Harpoon’s employment of the Transferred Employees shall terminate at 11:59 p.m. Pacific Time on the Series B Closing Date. Prior to or in conjunction with the Series B Closing, Maverick shall in good faith offer employment to the Transferred Employees, pursuant to terms of written offer letters, with such employment to commence on the first Business Day immediately following the Series B Closing Date. In the event that any such Transferred Employee accepts Maverick’s offer of employment either before or after the Series B Closing, Maverick shall be responsible for all Liabilities (including salaries and benefits, including the maintenance of appropriate levels of workers’ compensation insurance) arising out of any such employment from and after the initial date of the Transferred Employee’s employment with Maverick. Harpoon shall be responsible for providing notice and health continuation coverage under COBRA to any Transferred Employee (and his/her qualified beneficiaries) who experiences a qualifying event after the Series B Closing Date. With respect to all confidentiality and invention assignment provisions applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing, Harpoon shall enforce such provisions on behalf of Maverick, at Maverick’s request and expense, to the extent that Maverick cannot enforce such Contracts directly. Effective upon the Series B Closing, Harpoon hereby waives (x) any non-competition or similar provisions and (y) any confidentiality provisions, to the extent restricting disclosure or use of the Transferred Intellectual Property or use of the license set forth in Section 2.2(a), in each case ((x) and (y)) applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing.

  • Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.

  • Non-U.S. Employees If the Executive is a foreign national, located outside the United States, not compensated from a payroll maintained in the United States, or otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, the Committee may apply or interpret the terms and conditions of this Award in a manner that, in the Committee’s judgment, may be necessary or desirable to comply with such legal or regulatory provisions.

  • Continuing Employees “Continuing Employees” is defined in Section 6.4 of the Agreement.

  • Former Employees Newco shall have no Liability with respect to (1) Former Employees or (2) as provided in the Transaction Agreement, former employees of JBG or its Affiliates who had a termination event on or prior to the Closing, in each case, regardless of when such Liability arises. Vornado shall retain Liability, if any, with respect to Former

  • Soliciting Employees The Executive promises and agrees that for a period of one year following termination of his employment, he will not, directly or indirectly solicit any of the Company employees who earned annually $50,000 or more as a Company employee during the last six months of his or her own employment to work for any other business, individual, partnership, firm, corporation, or other entity.

  • Affected Employees Affected Employees" shall mean employees of the Seller who are employed by Buyer immediately after the Closing Date.

  • Labor Matters; Employees (a) (i) There is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of Parent, threatened against or affecting Parent or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent or any of its Subsidiaries, (iii) none of the employees of Parent or any of its Subsidiaries are represented by any labor organization and none of Parent or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) Parent and its Subsidiaries have each at all times been in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against Parent or any of its Subsidiaries pending or, to the knowledge of Parent, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

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