U.S. Business Employees Sample Clauses

U.S. Business Employees. The provisions of this Section 10.1(e) apply only to United States-based Business Employees and Acquired Company Employees.
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U.S. Business Employees. With regard to the Business Employees who are employed in the United States of America (the “US Business Employees”), all US Business Employees employed by Sellers will be offered to continue employment by the Purchaser, on terms and conditions substantially similar in the aggregate to those provided by the Companies immediately poor to the Closing Date, except as provided below. Sellers will continue to employ all absent non-Mozaic US Business Employees including without limitation those employees who are inactive or on leave of absence, military absence, STD, LTD, and worker’s compensation listed on Schedule 4.09, subject to Section 9.04. Such employment will include base compensation provided to each US Business Employee that is at least equal to the base compensation provided to such US Business Employee immediately prior to the Closing Date. The US Business Employees, as a group, who continue employment with Purchaser as of the Closing Date or pursuant to Section 9.04 are “Transferred US Employees.” Business Employees of SGS, who continue employment with Purchaser as of the Closing Date or pursuant to Section 9.04 are “Transferred SGS Employees,” and Business Employees of Mozaic, who continue employment with Purchaser as of the Closing Date are “Transferred Mozaic Employees.” Effective as of the Closing Date and for a period of one (1) year thereafter, Purchaser will cause the Transferred US Employees to be provided with employee benefit arrangements, including retiree medical benefits (but excluding defined benefit pension plans and stock option, restricted stock or other equity based plans), that will be substantially similar in the aggregate to those provided by Sellers or the Companies to such Transferred US Employees, as a group, immediately prior to the Closing Date. Nothing in the preceding sentence shall be construed to limit the ability of Purchaser to terminate the employment of any Transferred US Employee, nor to impose any greater restriction on the ability of Purchaser to amend, modify or terminate any employee benefit plan than the restrictions to which Sellers and the Companies are subject on the date of this Agreement. Purchaser shall indemnify and hold harmless Sellers against any and all loss, liability or expense arising out of any claims related to employment termination or severance obligations in respect of any Transferred US Employees and such US Business Employees who do not continue employment with Purchaser after the Closing ...
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U.S. Business Employees. At or prior to 12:01 a.m. on the Distribution Date, Parent shall use its reasonable best efforts to transfer to Splitco or one of its subsidiaries all U.S. Business Employees (A) who are actively at work on such date and have not requested and are not awaiting approval for leave as an Employee on Disability Leave or (B) who are not actively at work on such date due to an absence in accordance with applicable policies of Parent and its affiliates (including those absent due to vacation, holiday or approved leave of absence, including, without limitation, military leave and leave under the Family and Medical Leave Act), other than Employees on Disability Leave.
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U.S. Business Employees. 41 U.S. Benefit Plans ........................................................................41 U.S. Savings Plans ........................................................................66 U.S. Savings Total Transfer Amount ........................................................67 U.S. Savings Transfer Date ................................................................67
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U.S. Business Employees. The Buyer shall, or shall cause one of its Affiliates to, offer employment, effective as of the Closing, to each U.S. Business Employee on terms and conditions of employment no less favorable, when taken in the aggregate, than those that apply to such Business Employee immediately before the Closing. Such offers shall also comply with any applicable Law.
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U.S. Business Employees. 16.1 The relevant Business Purchaser shall:
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U.S. Business Employees. The Active US Business Employees and Inactive US Business Employees will be offered employment with Buyer or an Affiliate of Buyer in accordance with applicable provisions of this Section ‎7.4. The Active US Business Employees (other than the Specified Active US Business Employee and the Excluded Business Personnel) will be offered employment starting on January 1, 2021 (the “Active US Employee Hire Date”). The Inactive US Business Employees will be offered employment as set forth below.
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U.S. Business Employees. Except as otherwise provided herein and in Section 9.3(h)(ii), U.S. Buyer shall make offers of employment to those Business Employees identified on Schedule 9.3(a) who are located in the U.S. (the “U.S. Business Employees”); provided, however, no such offer of employment shall be made for any U.S. Business Employee (i) with respect to whom the employee information delivered to Buyers pursuant to Schedules 2.13(b) and (e) is insufficient to prepare offer letters, (ii) who is on layoff as of the date hereof or (iii) who at the time the offer is to be made has (or is reasonably believed to have) engaged in employee misconduct or a criminal act that would impact on the individual’s ability to perform the required services; provided, further, no offer of employment shall be made to any U.S. Business Employee on military leave, leave of absence (whether paid or unpaid), disability or similar leave prior to the time that such employee resumes his or her services as an employee engaged primarily in the Business, and in no event shall any such offer of employment be made to the employee if he or she does not resume services as an employee primarily engaged in the Business within ninety (90) days following the Closing Date.
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U.S. Business Employees 
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Related to U.S. Business Employees

  • 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.

  • 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.

  • 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

  • Active Employees At or before the Effective Time, New Ceridian shall, or shall cause its Subsidiaries to, employ or continue to employ each New Ceridian Employee who, at the time such action is taken, is actively employed. Any employment agreement between New Ceridian and such an employee shall (i) supersede any employment agreement between such employee and the Corporation and (ii) release the Media Information Indemnitees from all Liabilities and responsibility with respect to any Employment Related Claims arising prior to the Effective Time or in connection with the transactions contemplated by this Agreement or the Distribution Agreement. Any employment agreement between the Corporation and a New Ceridian Employee shall, as of the Effective Time and subject to any contrary provisions of such agreement, be deemed to be assigned to New Ceridian.

  • Company Employee Plans (a) Part 3.19(a) of the Disclosure Schedule sets forth a complete and accurate list of each material Company Employee Plan. For purposes of this Agreement, “

  • 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.

  • 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.

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