U.S. Employees Sample Clauses

U.S. Employees. This Section 6.10(b) applies only to Employees employed in the United States (collectively, the “US Employees”). (i) Purchaser shall, by written offer of employment, offer to hire, effective as of the Closing, the US Employees who are employed by the Sellers or their Affiliates as of the Closing Date, who are listed in Section 6.10(b) of the Disclosure Schedule. Purchaser shall hire each US Employee who accepts such offer. Sellers hereby agree that any current or former employee of the Business (including any US Employee) who (A) as of the Closing Date is receiving or entitled to receive short-term disability benefits and who subsequently becomes eligible to receive long-term disability benefits, or (B) as of the Closing Date is receiving or entitled to receive long-term disability benefits shall become eligible or continue to be eligible, as applicable, to receive such benefits under a disability benefit plan of Sellers until such employee is no longer disabled. Upon written notice to Purchaser that such employee has been released to return to active employment, Purchaser shall, by written offer of employment, offer to hire such employee effective on the date such employee is released to return to work, provided that such release date occurs within six (6) months after the Closing Date, and shall hire each such US Employee who accepts such offer. All US Employees who accept Purchaser’s offer of employment and actually commence employment with Purchaser on or after the Closing are referred to herein as “Transferred US Employees.” Terms of employment continuation for each Transferred US Employee shall (1) initially be at the same work location, (2) initially pay a base wage rate and provide cash incentive opportunities no less than each such Transferred US Employee’s base wage rate and cash incentive opportunities in effect as of the Closing Date, (3) initially provide employee benefit plans (other than any equity-based compensation, non-qualified deferred compensation, defined benefit pension plans and retiree health benefits) that are not materially different than those provided to similarly situated United States employees of Purchaser, except that Purchaser shall provide severance benefits to Transferred US Employees as described in Section 6.10(b)(iii), and (4) initially provide other terms and conditions of employment that are not materially different than those provided to similarly situated United States employees of Purchaser. Purchaser shall credi...

U.S. Employees. This Section 8.2 applies only to Employees and Former Employees employed or previously employed by Sellers in the United States.

U.S. Employees. The U.S. Employees located in the United States, other than the Continuing Employees who have accepted the offer of employment made by Buyer, shall be subject to termination on the Closing Date in accordance with Section 6.3(f).

U.S. Employees. The following provisions of this CLAUSE 13 are without prejudice to the preceding provisions of this CLAUSE 13.

U.S. Employees. The parties hereby acknowledge that for the purposes of Exhibit D-9, D-9A and D-9B, and the schedules thereto, the term “Designated Purchaser” refers to Flextronics International U.S.A., Inc.

U.S. Employees. Except as provided herein, Neenah Paper shall be solely responsible for all claims for workers’ compensation reported by a Transferred Employee employed in the U.S. on or after the Distribution Date. Kxxxxxxx-Xxxxx shall continue to be responsible after the Distribution Date for administering all claims for workers’ compensation reported by a Domestic Business Employee prior to the Distribution Date under the terms of any Kxxxxxxx-Xxxxx workers’ compensation policy or plan; however, Neenah Paper shall reimburse, and shall indemnify Kxxxxxxx-Xxxxx, or its subsidiaries or affiliates, for any amounts payable under such claims. In accordance with Section 6.05, Kxxxxxxx-Xxxxx shall transfer, or cause to have transferred, to Neenah Paper the amount of any reserves related to such claims which have been set aside by Kxxxxxxx-Xxxxx, its subsidiaries or affiliates prior to the Distribution Date.

U.S. Employees. (a) At Closing, Hxxxxx U.S. shall provide to DTI U.S. an accurate and complete list of the following information for each full-time, part-time or temporary Employee of Hxxxxx U.S. with respect to the Business (to the extent such Employee has provided such information to Hxxxxx U.S.), including each Employee on leave of absence or layoff status: name, address, social security number, sex, birthdate, race or ethnicity, title, hire date, benefit service date, whether salaried or hourly, FLSA status, reporting location (if different than physical location), manager’s name and identification number, whether a regular or temporary employee, whether full or part-time, actual rate of pay, employment status, state of residence, state of employment, local tax code (if any), marital status and number of dependents for tax reporting purposes, whether Employee is a manager, email address and telephone number. (b) At Closing, DTI U.S. will offer employment, on an “at will” basis and on terms satisfactory to DTI U.S., to all of the Employees of Hxxxxx U.S. set forth on the list provided by Hxxxxx U.S. pursuant to Section 6.3(a), other than the Employees of Hxxxxx U.S. set forth on Schedule 6.3. Employees of Hxxxxx U.S. who accept DTI U.S.’ offer of employment are hereinafter collectively called “Transferred Employees”. On and after the Closing, DTI U.S. shall have no obligation to provide any particular employee benefit plan to the Transferred Employees, except that DTI U.S. shall make available the Employee Incentive Plan on the terms and conditions set forth therein to the Transferred Employees identified by DTI U.S. as participants. Hxxxxx U.S. agrees that all severance benefits for Employees of Hxxxxx U.S. other than Transferred Employees are the sole responsibility of Hxxxxx U.S. (c) Except for any agreements that are U.S. Acquired Assets or U.K. Acquired Assets or U.S. Assumed Liabilities or U.K. Assumed Liabilities, Hxxxxx U.S. shall (or shall cause Parent to) retain all Liabilities arising under or with respect to any compensation plans and Employee Benefit Plans or arrangements sponsored, maintained or contributed to by Hxxxxx U.S. for Employees of Hxxxxx U.S., including, but not limited to, any retirement, pension, savings, deferred compensation, incentive, bonus, stock, welfare or fringe benefit plan or arrangement, and DTI U.S. shall not have any Liability or obligation under or with respect to any such plan or arrangement. (d) Hxxxxx U.S. (or Parent) shall r...

U.S. Employees. (a) So far as the Seller is aware, no employee of Ben Xxxxxxx Clothing is subject to any non-compete, nondisclosure or confidentiality agreement entered into with a non-Target Group Company which would prevent that employee from performing his or her employment obligations in full to Ben Xxxxxxx Clothing. Ben Xxxxxxx Clothing has complied in all material respects with the Immigration and Nationality Act of 1952, as amended by the Immigration Reform and Control Act of 1986, and has in place immigration compliance verification systems, pursuant to which Ben Xxxxxxx Clothing verifies the employment status of each of its employees and maintains related records and documents, including Form I-9. (b) Save as Disclosed or set out in the Disclosure Letter, there is no accrued and unpaid sick leave or vacation pay owed to any employee of Ben Xxxxxxx Clothing or uncollected or unpaid payroll taxes or withholding taxes with respect to such employee. Copies of the employee handbook applicable to Ben Xxxxxxx Clothing and its employees and the sick leave and vacation policies are contained in the Data Room and are true and complete.

U.S. Employees. The term "US Employees" shall mean those persons employed by Poly-Flex US as at the date hereof as definitively listed in Schedule 4.19(a).

U.S. Employees. The representations and warranties in Section 3.15(b) apply only with respect to U.S. Employees. (i) Section 3.15(b)(i) of the Seller Disclosure Schedule lists each material employee benefit plan, program, arrangement and contract (including, without limitation, any “employee benefit plan”, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and any bonus, retention, incentive, deferred compensation, vacation, equity, severance, change-of-control or fringe benefit plan, program, policy, arrangement or agreement) maintained, sponsored or contributed to by Deutsche Bank, the U.S. DB Entities or the Sellers that is subject to the Laws of the United States, with respect to which any Business Employee who is paid in the United States by Deutsche Bank, a U.S. DB Entity or a Seller (each such employee, a “U.S. Employee” and collectively, the “U.S. Employees”), or with respect to which the Business, U.S. DB Entities or the Sellers could incur liability under Section 4069, 4212(c) or 4204 of ERISA (each, a “Deutsche Bank U.S. Benefit Plan” and collectively, the “Deutsche Bank U.S. Benefit Plans”). Deutsche Bank has made available to Purchaser a true and correct copy of (A) each such Deutsche Bank U.S. Benefit Plan and any executed amendments thereto, and (B) the most recent summary plan description for each Deutsche Bank U.S. Benefit Plan for which a summary plan description is required or available. Except as specifically provided in the foregoing documents made available to Purchaser or as set forth in Section 3.15(b)(i) of the Seller Disclosure Schedule, there are no material amendments to any Deutsche Bank U.S. Benefit Plan with respect to any U.S. Employee that have been formally adopted or approved, nor has any party undertaken to make any such material amendments with respect to any U.S. Employee or to adopt or approve any new Deutsche Bank U.S. Benefit Plan with respect to any U.S. Employee. (ii) No Deutsche Bank U.S. Benefit Plan is or has been maintained or sponsored solely by a U.S. DB Entity or is or has been maintained or sponsored solely for the purpose of providing compensation or benefits to a U.S. Employee. (iii) With respect to the Deutsche Bank U.S. Benefit Plans, no event has occurred and, to the knowledge of Deutsche Bank, there exists no condition or set of circumstances in connection with which Purchaser, Deutsche Bank, the DB Entities or the Sellers could be subject to any liability under ...