Assumed Employee Liabilities Sample Clauses

Assumed Employee Liabilities. (a) Except as required by applicable Law, Seller Parties shall remain responsible for paying, and shall indemnify Purchaser against, any Liabilities concerning the Employees (including Transferred Employees) and former Employees arising out of any act or omission of any Seller Party occurring prior to and through the Closing Date (or, if applicable, the Deferred Employee Transfer Date). In addition, for those Employees employed in Germany, Brazil, Canada, Korea, Sweden, Austria, and Venezuela, except as required by applicable Law, the Seller Parties shall remain responsible for paying, and shall indemnify Purchaser against, any Liabilities concerning any Employee (A) who refuses or objects to transfer to Purchaser in a jurisdiction where local Laws provide the Employee with the right to refuse or object to transfer to Purchaser or (B) who rejects an offer of employment with Purchaser (so long as the offer of employment by Purchaser complies with the requirements of Section 7.1(a)(ii)). Purchaser shall assume and be responsible for any Liabilities first arising out of or related to (I) any Transferred Employee’s post-Closing employment or termination of employment with Purchaser or any of its Affiliates after his or her Effective Hire Date (including any claim for severance, any statutory, contractual or common law termination pay, pay in lieu of notice of termination and any other compensation or benefits to which the applicable Transferred Employee may be entitled upon a termination of employment under any Law, plan, policy, practice or agreement in effect at the time of such termination of employment); (II) Purchaser’s or any of its Affiliates’ failure to provide any required notice of continued employment or to offer employment, as applicable, to any Employee pursuant to Section 7.1(a)(i) or (ii) (including where the process by which an offer is made is not consistent with the requirements of applicable Law); (III) any claim for termination of employment (including any claim or Liability for severance, any statutory, contractual or common law termination pay, pay in lieu of notice of termination and any other compensation or benefits to which the applicable Employee may be entitled upon a termination of employment under any plan, policy, practice or agreement) of any Employee (other than a Selected Employee) who is not offered employment on the Minimum Terms and Conditions of Employment by Purchaser and/or one of its Affiliates pursuant to Section 7.1(a...
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Assumed Employee Liabilities. Except as set forth in Section 9.02(k), effective as of the Closing, Purchaser shall assume all Liabilities in respect of (i) any Property Employees and (ii) any former employees of Seller or its Affiliates who primarily provided services to the Business, in each case, regardless of whether such Liabilities relate to, arise out of or result from, such individual’s employment prior to, on or after the Closing, but only to the extent arising out of or related to such individual’s employment with the Business (collectively, “Assumed Employee Liabilities”).
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Assumed Employee Liabilities. (a) At the Effective Time, the Purchaser shall assume all liabilities of the National Parties to, or with respect to, the Employees (or their dependents or beneficiaries), including, without limitation, pursuant to the Retention Program, accrued vacation, compensation payable under the incentive compensation plans listed on Schedule 7.4, liability under any workers compensation law or plan (regardless of when the incident occurred), liability under COBRA or the Worker Adjustment and Retaining Notification Act of 1988 ("WARN") or any similar state law, and any other liability related to or based upon employment with the National Parties.
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Assumed Employee Liabilities. 47 Section 7.5 Collective Bargaining Matters............................. 47 Section 7.6 Multiemployer Plan Arrangements........................... 48 Section 7.7 Losses Relating to Employees and Employee Benefits........ 49
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Assumed Employee Liabilities. Buyer shall, as of the Closing Date, assume all Liabilities of or in relation to each Transferred Employee or Transferred Contractor (other than any Employee Liabilities) relating to periods after the time of transfer of employment of any Transferred Employee or service of any Transferred Contractor to Buyer or its Affiliates. Seller shall retain responsibility for all Liabilities of or in relation to each Transferred Employee or Transferred Contractor relating to or accrued in periods prior to the time of transfer of employment of any Transferred Employee or service of any Transferred Contractor to Buyer or its Affiliates, including:
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Assumed Employee Liabilities. (a) Except as required by applicable Law and subject to Section 7.1(a)(ix), the Seller Parties shall remain responsible for paying any Liabilities concerning the Employees (including the Transferred Employees) and former Employees arising out of any act or omission occurring prior to and through the Closing Date or Deferred Closing Date, as applicable, and Purchaser shall assume and be responsible for paying any Liabilities concerning the Employees (including the Transferred Employees) arising out of any act or omission occurring after the Closing Date or Deferred Closing Date, as applicable; provided, that, except as otherwise set forth in this Agreement, (I) the Seller Parties shall remain responsible for paying, and shall indemnify Purchaser against, any Liabilities concerning the Employees (including the Transferred Employees) and former Employees arising out of any act or omission occurring prior to the Agreed Time, and (II) Purchaser shall be responsible for paying, and indemnify the Seller Parties against, any Liabilities concerning the Employees (including the Transferred Employees) arising out of any act or omission occurring on or after the Agreed Time (other than (x) all Liabilities (or the portion thereof) to the extent accrued as a Liability in the calculation of any “Economic True-Up,” as defined in Schedule A, and (y) any claim for severance, any statutory, contractual or common law termination pay, pay in lieu of notice of termination and any other compensation or benefits to which the applicable Transferred Employee may be entitled upon a termination of employment under any Law, plan, policy, practice or agreement in effect at the time of such termination of employment (“Termination Benefits”) to which the Transferred Employee may be entitled to as a result of the Closing or Deferred Closing, as applicable, that would have been an obligation of Seller under this Agreement or applicable Laws but for this clause (II)). In addition, except as required by applicable Law and subject to Section 7.1(a)(ix), the Seller Parties shall remain responsible for paying, and shall indemnify Purchaser against, any Liabilities concerning any Employee (A) who refuses or objects to transfer to Purchaser in a jurisdiction where local Laws provide the Employee with the right to refuse or object to transfer to Purchaser or (B) who rejects an offer of employment with Purchaser (so long as the offer of employment by Purchaser complies with the requirements of Sect...
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Assumed Employee Liabilities. 1. Accrued but unpaid pre-Closing payroll in respect of Transferred Employees as of Closing
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Related to Assumed Employee Liabilities

  • Employee Liabilities All Liabilities with respect to employees which -------------------- relate primarily to the Company Business.

  • Employee Matters and Benefit Plans 23 2.21 Employees........................................................................26 2.22 Governmental Authorizations and Licenses.........................................26 2.23

  • Employee Matters; Benefit Plans (a) Except as required by applicable Legal Requirements, the employment of each of the Acquired Corporations’ employees is terminable by the applicable Acquired Corporation at will.

  • 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 Liabilities Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

  • Business Employees (a) Immediately prior to the Closing Date, but subject to the Closing, Seller shall terminate the employment of each Business Employee who is actively employed at the Business. Buyer shall (or shall cause its Subsidiaries to) (i) continue the employment on and after the Closing Date of each Purchased Subsidiary Employee and (ii) on or prior to the Closing Date, make an offer of employment effective on the Closing Date to each Business Employee who is actively employed at the Business (each an “Active Employee”) on the terms set forth in this Section 7.01. For this purpose, a Business Employee will be considered “actively employed” if immediately prior to the Closing Date, they are absent from work on account of paid time-off, vacation, sick or personal leave, short-term disability, layoff for lack of work, authorized leave of absence, or military leave, but does not include any individual not actively at work due to retirement, resignation, permanent dismissal or long-term disability; provided that any offer by Buyer to employ any such Business Employee shall be effective only if such Business Employee commences active employment with Buyer or one of its Subsidiaries on a date that is not later than one hundred eighty (180) days after the Closing Date (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. With respect to any Business Employee who is not an Active Employee but for whom Seller has an obligation to recall, rehire or otherwise return to employment under a contractual obligation or Law (each an “Inactive Employee”), Buyer shall offer employment to each such Inactive Employee effective on the first date such Inactive Employee is eligible to return to work or such date as such Inactive Employee first becomes eligible for employment, reemployment, reinstatement or reactivation, provided such date is not later than one hundred eighty (180) days after the Closing (or the next applicable Business Day to the extent such date does not fall on a Business Day) or such longer period of time as required by Law. Unless a written acceptance of an offer of employment is required by Law, a Business Employee who continues employment or who has received an offer of employment shall be deemed to have accepted such continuance or offer, unless such Business Employee specifically declines such continuance or offer. Purchased Subsidiary Employees and Business Employees who accept such offer of employment and who actually commence employment with Buyer (or a Subsidiary of Buyer) shall collectively be the “Transferred Employees”; provided that Inactive Employees shall not be considered a Transferred Employee until such Inactive Employee actually commences active employment with Buyer (or a Subsidiary of Buyer). Transferred Employees who are based primarily inside the United States shall collectively be the “U.S. Transferred Employees”.

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller the Assumed Liabilities.

  • 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.

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

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