Transfer of Business Employees Generally Sample Clauses

Transfer of Business Employees Generally. Except as otherwise provided in this Section 6.1, on or prior to the Closing, Seller and its Affiliates shall take all steps reasonably necessary to (i) transfer the employment of each Business Employee who is not employed by the Purchased Entity or a Subsidiary of the Purchased Entity (other than any U.S. Inactive Business Employee) based in the jurisdiction of the Purchased Entity or a jurisdiction where there is a Subsidiary of the Purchased Entity to the Purchased Entity (or a Subsidiary thereof) and (ii) transfer the employment of each employee who is (x) not a Business Employee or (y) a U.S. Inactive Business Employee from the Purchased Entity (or a Subsidiary thereof) to Seller or one of its Affiliates (other than the Purchased Entity or a Subsidiary thereof).
Sample 1
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Transfer of Business Employees Generally. On or prior to the Closing, Parent shall (i) transfer the employment of each Business Employee (including each U.S. Business Employee but excluding any ARD Employee or any Offer Employee) who is then employed by Parent or any of its Affiliates (other than a Transferred Entity) to a Transferred Entity and (ii) transfer the employment of each Excluded Parent Employee to Parent or one of its Affiliates (other than a Transferred Entity).
Sample 1
Transfer of Business Employees Generally. On or prior to the Closing, Parent shall use commercially reasonable efforts to (i) transfer the employment of each Business Employee who is employed by Parent or any of its Affiliates (other than a Transferred Entity) to a Transferred Entity and (ii) transfer the employment of each Excluded Parent Employee and each LTD Employee from a Transferred Entity to member of the Parent Group; provided, that Parent shall not be obligated to (i) transfer pursuant to this Section 6.1(b) any Business Employee or Excluded Parent Employee who refuses to provide consent to such transfer or who objects to such transfer or (ii) offer additional compensation to any Business Employee or Excluded Parent Employee in order to induce such Business Employee or Excluded Parent Employee to consent to be transferred pursuant to this Section 6.1(b). If the employment of each Business Employee employed by Parent or any of its Affiliates (other than a Transferred Entity) in the jurisdiction(s) set forth on Section 6.1(b) of the Parent Disclosure Schedule has not transferred to a Transferred Entity prior to the Closing and/or the employment of each Excluded Parent Employee employed by a Transferred Entity in the jurisdiction(s) set forth on Section 6.1(b) of the Parent Disclosure Schedule has not transferred to a member of the Parent Group prior to the Closing, then the Employment Transition Services Agreement shall be entered into at the Closing.
Sample 1
Transfer of Business Employees Generally. On or prior to the Closing, Seller and its Affiliates shall take such steps as are required to (i) transfer the employment of each Business Employee (other than a TUD Employee or an Offer Employee) to a Transferred Entity and (ii) transfer the employment of each employee who is not a Business Employee from a Transferred Entity to a member of the Seller Group.
Sample 1
Transfer of Business Employees Generally. On or prior to the Closing, Seller and its Affiliates shall use their respective reasonable best efforts to (i) transfer the employment of each Business Employee to a Purchased Entity (or a Subsidiary thereof) and (ii) transfer the employment of each employee who is not a Business Employee from a Purchased Entity (or a Subsidiary thereof) to Seller or one of its Affiliates (other than a Purchased Company or a Subsidiary thereof). Seller shall update the employee census previously made available to Purchaser to be accurate as of two (2) Business Days prior to the Closing Date and shall provide Purchaser with a further updated employee census on the day prior to the Closing Date.
Sample 1
Transfer of Business Employees Generally. On or prior to the Closing, Sellers (i) shall transfer to the Company the employment of each Business Employee located in the United States who is actively employed by a Seller or any of its Affiliates (other than the Company) and (ii) shall use commercially reasonable efforts to transfer the employment of each Excluded Seller Employee located in the United States from the Company to a Seller or any of its Affiliates (other than the Company) (each Business Employee employed by the Company as of immediately prior to Closing, including those employees transferred into the Company in accordance with this paragraph, a “Company Employee”) , and, in connection with such transfer, the Sellers or one or more of their Affiliates (other than the Company or the Business) shall assume all employment-related liabilities in respect of all such Excluded Seller Employees; provided, that the Sellers shall not be obligated to offer additional compensation to any Business Employee or Excluded Seller Employee in order to induce such Business Employee or Excluded Seller Employee to consent to be transferred pursuant to this Section 7.1(a). Notwithstanding the foregoing and except where local employment or other Laws provide for the automatic transfer of Business Employees upon a transfer of a portion of the Business, the Sellers shall not transfer the employment of any U.S. Business Employee or Canada Business Employee who is absent from work due to long-term disability leave to the Company, and the Sellers shall retain the employment of any such U.S. Business Employee or Canada Business Employee, and be solely responsible for all compensation, benefits and other obligations with respect to such individual unless and until they are able to return to active employment within six months following the Closing Date.
Sample 1
Transfer of Business Employees Generally. On or prior to the Closing: Seller and its Affiliates shall use commercially reasonable efforts to take such steps as are required to transfer the employment of the Business Employees listed on Section 6.1(a) of the Seller Disclosure Schedules to a Purchased Entity (or a Subsidiary thereof).
Sample 1
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Transfer of Business Employees Generally. Except as otherwise provided in this Section 6.1, the applicable member of the Seller Group shall transfer the employment, employment Contracts and, subject to applicable Law and any required employee consents, accrued unused vacation of each Business Employee based in a jurisdiction where there is a Purchased Entity to a Purchased Entity no later than immediately prior to the Closing. The applicable member of the Seller Group shall transfer the employment and employment Contracts of each Seller Employee to a member of the Seller Group no later than as of immediately prior to the Closing. To the extent required by Law, Seller Group shall timely pay out any accrued unused vacation for such Seller Employees in connection with such transfer, or shall obtain any required employee consents to roll over such amounts to the Seller Group. For the avoidance of doubt, the Seller Group shall assume and retain all Liabilities with respect to any Seller Employees.
Sample 1

Related to Transfer of Business Employees Generally

  • Labor Agreements and Actions; Employee Compensation (a) Neither the Company nor the Subsidiary is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union other than those provisions of general agreements between the Federation of Labor Unions (the “Histadrut”) and the Coordination Bureau of Economic Organizations which may be applicable to certain classes of employees by virtue of extension orders, and no labor union has requested or has sought to represent any of the employees, representatives or agents of the Company or the Subsidiary. There is no strike or other labor dispute involving the Company or the Subsidiary pending, or to the best knowledge of the Company, that is likely to have a Material Adverse Effect, nor is the Company aware of any labor organization activity involving the Company or the Subsidiary. The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company or the Subsidiary, nor does the Company or the Subsidiary have a present intention to terminate the employment of any of the foregoing. Schedule 2.24 sets forth the names of each of the Company’s and the Subsidiary’s employees and consultants. The Company and the Subsidiary are or at the Closing will be a party to an employment agreement with each employee of the Company and the Subsidiary, as applicable. The employment of each officer and employee of the Company or the Subsidiary is terminable at the will of the Company or the Subsidiary, subject to the payment of severance and other payments as provided by law and/or pursuant to any applicable employment agreements. The Company and the Subsidiary have complied in all material respects with all applicable laws related to employment. Except as set forth in Schedule 2.24(a) below, the Company and the Subsidiary are not parties to or bound by any currently effective employment deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement, or other employee compensation agreement. Schedule 2.24(a) contains a list of all written and material oral promises, agreements, arrangements and understandings, with officers, directors, employees and consultants (other than attorneys and accountants) of the Company and the Subsidiary, which are presently in effect, detailing the name, title or position, annual salary/compensation (including bonuses, commissions, and deferred compensation), pensions (including those required by all applicable laws), retirement benefits, company cars, profit sharing, and any interests in any incentive compensation plan. A copy of the written (and a summary description of any material oral) agreements described in this Section 2.24 was delivered to Arnadeus’s counsel prior to the date hereof. The severance pay to the employees of the Company and the Subsidiary is fully funded or provided for in the Financial Statements in accordance with US generally accepted accounting principals. All liabilities of the Company in connection with its employees (excluding illness pay and advance notice of termination) were adequately accrued in the Financial Statements and the Company is not aware of any circumstance whereby any employee might demand any claim for compensation on termination of employment beyond the amount of statutory or contractual severance pay to which such employee may be entitled. All obligations of the Company and the Subsidiary with respect to statutorily required severance payments have been fully satisfied or have been funded by contributions to appropriate insurance funds.

  • 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.

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