Business Employees. Certain of the Company's employees ("Bargaining Unit Employees") are represented by the International Association of Machinists and Aerospace Workers District No. 70 (the "Union"). The Union and the Company are parties to a collective bargaining agreement effective June 19, 1995 through June 14, 1998 (the "Collective Bargaining Agreement"). Buyer does not agree to assume the Collective Bargaining Agreement. Instead, prior to the Effective Time, Buyer will consult with the Union regarding modifications desired by Buyer to the Collective Bargaining Agreement to become effective at such time as Buyer becomes a successor employer under the National Labor Relations Act. At Buyer's election exercised by notice to the Company at the Closing, Buyer shall either (i) enter into a new collective bargaining agreement with the Union incorporating the modifications agreed to by the Buyer and the Union; or (ii) offer employment to substantially all Bargaining Unit Employees conditioned upon their acceptance of initial terms and conditions of employment as established by Buyer; provided, however, that any such initial terms and conditions of employment shall include the Bargaining Unit Employee's wage rate at the time of Closing. Buyer represents to the Company that following the Closing it will comply with any obligations Buyer may have under the National Labor Relations Act to recognize the Union. With respect to all other employees of the Business at the Effective Time (other than employees who were represented by the Union prior to the Effective Time), all such employees shall become employees of Buyer (it being understood that Buyer is not making any commitment to maintain such employees as employees for any specific period of time or at any specific pay or benefit levels, but at their base hourly or salaried pay rates at the Effective Time). With respect to all employees of the Business who become employees of the Buyer at the Effective Time, Buyer shall thereupon be solely responsible for all pay and benefits with respect to such employees for services rendered after the Effective Time. With respect to all employees of the Business at the Effective Time, Buyer shall also pay or otherwise satisfy all properly accrued and disclosed vacation, holiday and sick time due to employees of the Business at the Effective Time. After the Effective Time, Buyer shall also be responsible for any "COBRA" obligations for any current or former employees of the Business and their dep...
Business Employees. Attached on Schedule 5.17 is a list of all employees of Seller (collectively, the “Business Employees”), their current salaries or compensation, a listing of commission arrangements, a list of commitments for future salary or compensation increases, and the last salary raise with dates and amounts. Schedule 5.17 lists all individuals with whom Seller has employment, consulting, representative, labor, non-compete or any other restrictive agreements. Except as set forth on Schedule 5.17, Seller has not entered into any severance or similar arrangement with respect of any Business Employee (or any former employee or consultant) that will result in any obligation (absolute or contingent) of Buyer or Seller to make any payment to any Business Employee (or any former employee or consultant) following termination of employment.
Business Employees a) Prior to the Closing, Seller shall update the information provided in Schedule 3.10(a)(i) as of the Closing Date.
Business Employees. 29 3.10 Contracts........................................................32 3.11
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.
Business Employees. (a) As of the Closing Date, notwithstanding the terms of the Confidentiality Agreement, Buyer intends to make offers of employment to the Business Employees listed on Schedule 5.4(a) (including those absent due to vacation, holiday, illness, leave of absence or short-term disability, but excluding any Business Employee on long-term disability). Seller and any applicable Subsidiary shall cooperate and assist in facilitating Buyer’s or a Buyer Designee’s offers and will not take any action, or cause any of the Subsidiaries to take any action, which would impede, hinder, interfere or otherwise compete with Buyer’s or a Buyer Designee’s effort to hire any Business Employees. Promptly after the date hereof, Seller will provide to Buyer all information not provided in Schedule 5.4(a) required to be disclosed by applicable Law of the jurisdiction in which the Business Employee is located in connection with the sale of the Purchased Business. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the Business Employees to Buyer or a Buyer Designee, including with respect to notice, consultation and other procedural requirements. Business Employees who accept Buyer’s offer of employment, as of the effective date of their employment with Buyer, shall be referred to as “Transferred Employees.” Employment with Buyer or a Buyer Designee of Transferred Employees shall be effective as of the day following the close of business on the Closing Date, except that the employment of individuals receiving short-term disability benefits or on approved leave of absence on the Closing Date will become effective as of the date they present themselves for work with Buyer or a Buyer Designee or such other date as is prescribed by applicable Law.
Business Employees. 20 Buyer...............................................1
Business Employees. 19 BUYER.............................................................................1
Business Employees. 23 3.11 Contracts...............................................................................24 3.12 Revenues; Financial Information; Absence of Certain Changes.............................25 3.13
Business Employees. (a) Schedule 5.1 identifies certain employees of Seller employed in connection with the Business (the "Business Employees") by (i) name, (ii) location, (iii) title or function, (iv) date of hire, (v) social security number, (vi) accrued but unused vacation and the amount owed to each employee in respect thereof and (vii) accrued but unused sick leave and the amount owed to each employee in respect thereof. Seller shall terminate each Business Employee immediately prior to the Closing and Buyer shall extend offers of employment to each Business Employee, such employment to be effective immediately upon such termination by Seller, provided that Buyer reserves the right not to make an employment offer to any Business Employee upon notice to Seller not less than 10 days before the Closing. Buyer shall have no obligation to make employment offers to any employee of Seller who is not a Business Employee. Buyer shall not assume any liability, cost or expense of Seller with respect to any of Seller's employees, including the Business Employees and with respect to their termination by Seller. In furtherance and not in limitation of the foregoing, Buyer may decide in its sole and absolute discretion not to employ certain or all Business Employees following the Closing, or to employ them with such benefits (including vacation, insurance and severance benefits) as Buyer may adopt from time to time in its sole and absolute discretion. No such act of Buyer shall be construed as an assumption by Buyer of any obligation of Seller in connection with any employee, whether incurred before or after the Closing Date. Any Business Employee who receives and accepts an offer of employment from Buyer is hereinafter referred to as a "Transferred Employee."
