Treatment of Business Employees Sample Clauses

Treatment of Business Employees. (a) Effective as of immediately prior to the Closing, Sellers shall (or shall cause its applicable Affiliates, including any Sellers, to) transfer the employment of each (i) Business Employee, as determined by Parent in good faith, who is employed by a member of the Parent Group from such member to a Transferred Company designated by Parent and (ii) employee who is not primarily engaged in rendering services in respect of the Business, as determined by Parent in good faith, and who is employed by a Transferred Company from such Transferred Company to a member of the Parent Group designated by Parent; provided, that to the extent that Parent determines in good faith and in consultation with Purchaser that the employment of a Business Employee described in clause (i) cannot be transferred to a Transferred Company prior to the Closing because of restrictions imposed by applicable Law or, with respect to each of the Business Employees associated with the SCT Business Assets who are identified on Section 6.1(a) of the Seller Disclosure Schedule (the “SCT Business Employees”), in the event that the transfer of the SCT Business Assets and the SCT Business Liabilities pursuant to the Chinese Asset Purchase Agreement does not become effective at the Closing, then, subject to any applicable terms and conditions as are specified in any Ancillary Agreement, (A) prior to the Closing (or prior to such later date as provided below) Purchaser or one of its Affiliates shall make a written offer of employment to such Business Employee on terms consistent with those applicable to Business Employees generally under this Article VI, which offer shall be effective at the Closing or such later date as is agreed between Parent and Purchaser and specified therein (and, with respect to each of the SCT Business Employees, the effective date of such offer shall be the date that the transfer of the SCT Business Assets and the SCT Business Liabilities pursuant to the Chinese Asset Purchase Agreement becomes effective), and (B) Sellers and Purchaser shall use their reasonable best efforts, and shall otherwise cooperate, to cause such Business Employee to accept such offers of employment from and become employed by Purchaser or its applicable Affiliate at the Closing or such later date as is specified under the terms of the applicable employment offer pursuant to clause (A). (b) For the period commencing on the Closing Date and ending on the first anniversary of the Closing Date (such pe...
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Treatment of Business Employees. For a period of not less than one year following the Closing Date, Buyer Parent shall provide or shall cause to be provided to Business while such Business Employee remains employed by Buyer Parent or its Affiliates, base salary and target incentive compensation no less favorable than those in effect with respect to such Business Employee immediately prior to the Closing; provided, that the foregoing shall not diminish any obligation of the Target Companies after the Closing pursuant to any employment or similar agreement between the Target Companies and any Business Employee in existence as of the Closing.
Sample 1
Treatment of Business Employees. With respect to each Business Employee, Purchaser shall provide or cause to be provided, for the period of at least twelve (12) months immediately following the Closing Date (the “Continuation Period”), (i) the same wage rate or cash salary level in effect for such Business Employee immediately prior to the Closing, (ii) target short-term incentive compensation opportunities that are no less favorable than the target short-term incentive compensation opportunities provided to such Business Employee immediately prior to the Closing, and (iii) other compensation and employee benefits that are substantially comparable in the aggregate to the other compensation and employee benefits provided to such Business Employee immediately prior to the Closing (excluding long-term incentives, special or one-time bonuses or retention awards, defined benefit pension, retiree medical or other retiree welfare benefits and supplemental retirement and deferred compensation arrangements).
Sample 1
Treatment of Business Employees. Each Company Employee shall continue employment with the Company immediately following the Closing. On or prior to the Closing Date, the employment of each Business Employee who is Employed by Parent or a Retained Subsidiary shall be transferred in a manner that complies with all Applicable Laws to a Company; provided that, if French’s Seller reasonably determines in good faith that the employment of any such Business Employee cannot be transferred to one of the Companies on or prior to the Closing Date because of restrictions imposed by Applicable Law (each such employee, a “Non-Company Business Employee”), %3. Buyer shall (or shall cause one of its Affiliates to) make an offer of employment to such Non-Company Business Employee on terms consistent with this Article 6, %3. French’s Seller and Buyer shall cooperate to cause such Non-Company Business Employee to become Employed by Buyer or one of its Affiliates on, or as soon as reasonably practicable following, the Closing Date and %3. from and after such Non-Company Business Employee’s commencement of employment with Buyer and its Affiliates, such Non-Company Business Employee shall be considered a Transferred Employee for all purposes under this Agreement. The Company Employees and any Business Employees and Non-Company Business Employees described above in this Section 6.01 are referred to collectively herein as “Transferred Employees”.
Sample 1
Treatment of Business Employees. (a) Effective as of immediately prior to the Closing, Parent shall (or shall cause its applicable Affiliates, including any Sellers, to) transfer the employment of each (i) employee who is listed on Section 6.1(a)(i) of the Seller Disclosure Schedule and who, as of immediately prior to the Closing, is employed by a member of the Parent Group from such member to a Transferred Company or a Subsidiary of any such Transferred Company, and (ii) employee who is listed on Section 6.1(a)(ii) of the Seller Disclosure Schedule and who, as of immediately prior to the Closing, is employed by and in active service with a Transferred Company or a Subsidiary of a Transferred Company from such Transferred Company (or a Subsidiary of such Transferred Company) to a member of the Parent Group, as designated by Parent or by the Sellers. With respect to each Business Employee, Purchaser shall maintain, for the Continuation Period, the same wage rate or cash salary and target bonus opportunity level in effect for such employee immediately prior to the Closing and employee benefit plans and fringe benefits that are of the same or substantially the same value, in the aggregate, as those in effect immediately prior to the Closing. Purchaser will also recognize each Business Employee’s seniority date with the applicable Transferred Company, Subsidiary of a Transferred Company or member of the Parent Group under its compensation and fringe benefit programs (where such date is relevant) consistent with Purchaser’s treatment of Purchaser’s employees generally. Notwithstanding the foregoing, Purchaser shall not be prohibited by this Section 6.1(a) from terminating the employment of any Business Employee following the Closing Date, subject, however to Purchaser’s obligations under Section 6.3 and Section 6.14, as applicable. Benefits and compensation for employees subject to a collective bargaining Contract shall be provided in accordance with applicable Law and/or the applicable Contract and subsequent negotiations between Purchaser and collective bargaining representatives. For purposes of this Agreement, “Continuation Period” shall mean the period beginning on the Closing Date and ending on the later of twelve (12) months after the Closing Date and December 31, 2013.
Sample 1
Treatment of Business Employees 
Sample 1

Related to Treatment of Business Employees

  • Business Employees a) Prior to the Closing, Seller shall update the information provided in Schedule 3.10(a)(i) as of the Closing Date. b) As of the Closing Date, Buyer shall make offers of employment to at least the number of Business Employees of Seller set forth on Schedule 5.4(b) whom shall be specifically identified by Buyer prior to the Closing. The initial term of employment shall be for a period no less than three (3) months, subject to termination for cause, which cause shall be determined by the Buyer or Buyer Designee in its sole discretion. At the end of the initial three (3) month term, the Buyer or Buyer Designee shall have the option to extend employment to those Business Employees as it determines in its sole discretion. To the extent permitted by applicable Law, including data privacy and data protection Laws, Seller agrees to provide Buyer with such information reasonably requested by Buyer to assist it with complying with the terms of this Section 5.4 and to assist Buyer with determining the wages paid to the Transferred Employees (as defined below) with respect to the period beginning on December 29, 2017 and ending on the Closing Date. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the employees to Buyer or a Buyer Designee, including with respect to notice and other procedural requirements. Any offered Employee who accepts Buyer’s offer of employment and commences employment with Buyer or a Buyer Designee shall be referred to as a “Transferred Employee”. Employment of the Transferred Employees with Buyer or a Buyer Designee shall be effective as of the day following the close of business on the Closing Date. c) Where terms are not dictated by applicable Law, Buyer or a Buyer Designee shall provide, or shall cause to be provided, to Transferred Employees, during their employment with Buyer or a Buyer Designee, at a minimum, the same base salaries or, as applicable, base wage rates, offered by Seller immediately prior to the Closing Date (but taking into account the 2018 salary increases) as set forth on Schedule 3.10(a)(i). Except as expressly set forth in this Section 5.4, no Benefit Plans or assets of any Benefit Plan shall be transferred to Buyer or any Affiliate of Buyer. d) Seller and Buyer intend that the transactions contemplated by this Agreement shall not constitute a severance of employment, under the terms of any Benefit Plan of Seller, of any Transferred Employee prior to or upon the consummation of the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date. Notwithstanding anything to the contrary in this Agreement, Buyer shall provide, at a minimum, severance benefits substantially equivalent to the benefits contained in the plans listed or as described on Schedule 5.4(d) to Transferred Employees whose employment is terminated involuntarily by Buyer on or before December 31, 2017 other than terminations in circumstances that would not require payments of severance benefits under Seller’s severance plan. e) Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Buyer or a Buyer Designee to employ any Business Employees, or to employ any Transferred Employee on anything other than an at-will basis, terminable at any time with or without cause unless required otherwise under applicable Law. Nothing in this Section 5.4, expressed or implied, shall confer upon any employee or former employee of Seller or related entities (including, without limitation, the Transferred Employees) any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Section 5.4. It is expressly agreed that the provisions of this Section 5.4 are not intended to be for the benefit of or otherwise be enforceable by, any third party, including, without limitation, any Transferred Employees. No provision of this Section 5.4 shall create any rights in any such persons in respect of any benefits that may be provided under any Benefit Plan or any plan or arrangement which may be established or maintained by Buyer, shall be construed to establish, amend, or modify an Benefit Plan or any other benefit plan, program, agreement or arrangement nor shall require Seller, Buyer or any Affiliate of Seller or Buyer to continue or amend any particular benefit plan and any such plan may be amended or terminated in accordance with its terms and applicable Law

  • Transferred Employees Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

  • 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.

  • Newly Hired Employees All employees hired to an insurance eligible position must make their benefit elections by their initial effective date of coverage as defined in this Article, Section 5C. Insurance eligible employees will automatically be enrolled in basic life coverage. If employees eligible for a full Employer Contribution do not choose a health plan administrator and a primary care clinic by their initial effective date, and do not waive medical coverage, they will be enrolled in a Benefit Level Two clinic (or Level One, if available) that meets established access standards in the health plan with the largest number of Benefit Level One and Two clinics in the county of the employee’s residence at the beginning of the insurance year. If an employee does not choose a health plan administrator and primary care clinic by their initial effective date, but was previously covered as a dependent immediately prior to their initial effective date, they will be defaulted to the plan administrator and primary care clinic in which they were previously enrolled.

  • Displaced Employees In the event of a reduction in the work force, regular employees shall be laid-off in reverse order of seniority, provided that there are available employees with greater seniority who are qualified and willing to do the work of the employees laid-off. An employee who is qualified and yet unwilling to do the work shall be laid-off.

  • Month Employees TWELVE (12) MONTH EMPLOYEES WHO HAVE COMPLETED ONE (1) YEAR OF CONTINUOUS SERVICE AND WHO HAVE ACCUMULATED TWENTY-FOUR (24) DAYS OF SICK LEAVE WILL BE AUTOMATICALLY ENROLLED IN THE USLB. Employees meeting the eligibility requirements will be assessed a contribution when enrolled. The initial assessment and subsequent employee contributions will be based upon the needs of the USLB as determined by its governing committee.

  • Shift Employees Employees who work rotating shift patterns or those who work qualifying shifts shall be entitled, on completion of 12 months employment on shift work, to up to an additional 5 days annual leave, based on the number of qualifying shifts worked. The entitlement will be calculated on the annual leave anniversary date. Qualifying shifts are defined as a shift which involves at least 2 hours work performed outside the hours of 8.00am to 5.00pm, excluding overtime. Number of qualifying shifts per annum Number of days additional leave per annum 121 or more 5 days 96 – 120 4 days 71 – 95 3 days 46 – 70 2 days 21 – 45 1 day

  • New Employees The Employer agrees to acquaint new Employees with the fact that a Union Agreement is in effect.

  • 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.

  • Excluded Employees Employees excluded from the bargaining unit who work for an Employer signatory to this Agreement may participate in any of the foregoing benefits under rules and regulations established by the Trustees. The trustees shall determine the contributions required for such benefits.

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