Transfer of Certain Employees. Seller will use its reasonable efforts to maintain the employees as employees of Seller at the Branch until the Closing Date. Any employee whose employment shall be terminated for any reason prior to the Closing Date or who shall elect not to be an employee of Purchaser shall be dealt with by Seller in its sole and absolute discretion, and Purchaser shall have no liability whatsoever therefor. Effective at Closing, the Seller will terminate the employment of all employees assigned to the Branch, and such employees will become “at will” employees of the Purchaser under such terms as may be established by Purchaser in its sole discretion, except as otherwise expressly provided in Section 6.03 below. The Seller and the Purchaser shall mutually agree upon any additions to or replacements of staff after the date of this Agreement through Closing, and Seller shall not employ any employees at the Branch during such time other than on an “at will” basis and upon prior notice to Purchaser.
Transfer of Certain Employees. Sellers and Purchaser shall cooperate to cause an Acquired Company, at least 30 days prior to the reasonably expected Closing Date, to make an offer of employment to each of the Covered Support Employees, which offer shall be based on the terms of the applicable Collective Bargaining Agreement and conditioned upon the occurrence of the Closing and effective as of the Closing Date. Sellers and Purchaser shall cooperate to cause an Acquired Company, at least 30 days prior to the reasonably expected Closing Date, to make a Qualifying Offer of employment to each of the Non-Covered Support Employees, which Qualifying Offer shall be conditioned upon the occurrence of the Closing and effective as of the Closing Date, except in the case of Support Employees who are not actively at work as of the Closing Date due to long-term disability or other approved continuous leave of absence (excluding, without limitation, paid-time off, short-term disability or intermittent leave) (“Delayed Transfer Employees”), in which case such offers (or reemployment) shall be made as of the date, if any, each such Support Employee has been cleared for and returns to active employment within 12 months following the Closing Date or such later date as required by Law and effective immediately following acceptance. At least 30 days prior to the reasonably expected Closing Date, Sellers shall provide Purchaser a list of Delayed Transfer Employees, which list shall be updated as necessary prior to Closing. A “Qualifying Offer” means an offer of employment in a position comparable to that which such Support Employee had immediately prior to the Closing (or, in the case of a Delayed Transfer Employee, commencement of his or her absence from active employment). Sellers shall retain and be solely responsible for all Liabilities arising from or relating to Sellers’ or any of its Affiliates’ identification of Support Employees (or the omission of any person from that list). At least 21 days prior to the reasonably expected Closing Date, Purchaser shall add Section 5.19 to the Purchaser Disclosure Letter to confirm that Purchaser has made a Qualifying Offer of employment to each of the Support Employees as set forth in this section (other than any Delayed Transfer Employees who has not then returned to active employment) and to indicate each Support Employees who has accepted such offer of employment. Sellers shall cause each of such accepting Support Employee to become an employee of Kentucky Powe...
Transfer of Certain Employees. Prior to the Closing, US Seller shall transfer or cause to be transferred to a Seller or a Non-Company Affiliate the employment of the individuals listed in Section 7.24 of the Disclosure Schedule, without any continuing payment obligations or any other Liability of any Target Company, any Buyer or any of its Affiliates with respect to such employees.
Transfer of Certain Employees. (a) All Company Employees will become employees of Buyer or one of its Affiliates as of the Closing Date, as a result of the transactions contemplated hereby or pursuant to an offer of employment by Buyer, as applicable.
(b) Schedule 9.01(b) sets forth the list of employees who shall be transferred in or out of the Companies and the Subsidiaries prior to the Closing Date (the “Designated Employees”). The list set forth in Schedule 9.01(b) may be modified upon the mutual agreement of Buyer and Seller between the date hereof and the Closing Date.
(c) Seller agrees to use commercially reasonable efforts to give effect to the recruitment and hiring efforts listed in Schedule 5.01, consistent with the current budget for such efforts.
Transfer of Certain Employees. 75 11.16 New Jersey Surety Bond. . . . . . . . . . . . . 76 11.17 Interpretation. . . . . . . . . . . . . . . . . 76 11.18 Severability. . . . . . . . . . . . . . . . . . 76 11.19
Transfer of Certain Employees. With respect to those individuals set forth on the Disclosure Schedule, if Buyer determines, at any time after Closing, in its reasonable discretion, that the services of any of such individuals or their successors are necessary for the conduct of the business of any of the Transferred Companies and their Subsidiaries, then, at Buyer's request, Seller shall cause such individual or such individual's successor, to the extent then employed by Seller, to provide, at Seller's expense, to Buyer or any of its Affiliates any assistance during such employee's normal working hours relating to such business as is reasonably requested by Buyer. Further, if Buyer determines, at any time after the Closing, in its reasonable discretion, that it is necessary to employ any of such individuals or their successors in connection with the business of any of the Transferred Companies and their Subsidiaries, then, at Buyer's request, Seller will, and shall cause each of its Subsidiaries to, release such individual or such individual's successor from any Contracts or other arrangements with such individual or such individual's successor which may restrict, limit or impair such employee's retention by Buyer or any of its Affiliates or the ability of Buyer or any of its Affiliates to compete with Seller or any of its Affiliates.
Transfer of Certain Employees. Section 6.1
Transfer of Certain Employees. 44 Section 9.02. Application Of TUPE And Related Matters........................44 Section 9.03.
Transfer of Certain Employees. Promptly following the date of this Agreement and prior to the Closing, the Company shall use commercially reasonable efforts to transfer the employment of (i) all employees who are currently residing in India from the Company to Rezolve Technology Pvt. Ltd. prior to the Closing, in form and substance reasonably acceptable to Armada, and (ii) all employees who are currently residing in Taiwan from the Company to Jaymax International Service, Inc. prior to the Closing, in form and substance reasonably acceptable to Armada. The Parties agree and acknowledge that to the extent any such employee’s employment is not transferred pursuant to this Section 5.25 prior to the Closing, the Company shall ensure that such transfers are completed within sixty (60) days following the Closing Date.
Transfer of Certain Employees. Sellers will use their reasonable efforts to maintain the employees as employees of Sellers until the Closing Date. Any employee whose employment shall be terminated for any reason prior to the Closing Date or who shall elect not to be an employee of Purchaser shall be dealt with by Sellers in their sole and absolute discretion, and Purchaser shall have no liability whatsoever therefor. Effective at Closing, the Sellers will terminate the employment of all employees, and such employees will become "at will" employees of the Purchaser under such terms as may be established by Purchaser in its sole discretion. The Sellers and the Purchaser shall mutually agree upon any additions to or replacements of staff after the date of this Agreement through Closing, and Sellers shall not employ any employees during such time other than on an "at will" basis and upon prior notice to Purchaser.
