China Employees Sample Clauses

China Employees. Without limiting the generality of Section 8.6(c) or the scope of Seller’s obligations thereunder, Seller shall bear any costs related to, and shall indemnify and hold harmless Buyer and its Affiliates from and against, any claims made by any Employee who, as of the Closing Date, is principally employed in the People’s Republic of China (or, with respect to any Inactive Employee, who was principally employed in the People’s Republic of China at the time he or she began such leave) for any statutory severance or separation benefits (including statutory economic compensation and statutory compensation payable in respect of accrued but not yet taken vacation days or other paid time off for the calendar year in which the Closing Date occurs) that arise as a result of any such Employee who accepts an offer of employment from Buyer or any Buyer Corporation making a request that such severance or separation benefits be paid by the applicable Seller Affiliate.
Sample 1
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China Employees. The parties acknowledge and agree that, if the Purchaser fails to (or fails to cause its Designated Affiliates to) offer employment to the Employees in China (in accordance with the second sentence of Section 10.3 of the Agreement) prior to the Closing, then any dismissal of such Employees by the Sellers (or their Affiliates) will be subject to indemnification by the Purchaser pursuant to Section 10.6(b)(ii) of the Agreement.
Sample 1
China Employees. Seller agrees that it and its Affiliates shall permit Purchaser and its Affiliates to offer employment to any of GTS's employees currently engaged with the businesses of V-Tech with the exception of Xxxxxxx X. Xxxxx ("Xx. Xxxxx"). Purchaser agrees to provide Seller written advice regarding such employees it intends to hire concurrent with the execution of this Agreement.
Sample 1
China Employees. (i) As of the Closing, Purchaser shall, or shall cause any applicable Purchasing Affiliate to, retain and employ the employees of the Business located in China, which employees are included on Section 8.01(a) of the Disclosure Schedule (collectively, the “China Employees”). Effective as of the Closing, Purchaser shall have entered into, or shall have caused any applicable Purchasing Affiliate to enter into, employment or labor agreements with such China Employees. Purchaser shall, or shall cause the applicable Purchasing Affiliate to, recognize each China Employee’s service with Seller, any Selling Affiliate or any of their respective Affiliates or their respective predecessors as of the Closing as service with Purchaser or the applicable Purchasing Affiliate, as applicable, for all purposes other than benefit accrual under applicable retirement plans to the extent that such service was credited under the equivalent Foreign Plans, under Purchaser’s or such Purchasing Affiliate’s applicable employee benefit plans. Seller and Purchaser shall, and shall respectively cause their applicable Affiliates to, undertake all actions and execute all documents necessary under applicable Laws to effectively transfer the China Employees from Seller or Seller’s applicable Affiliate, as the case may be, to Purchaser or the applicable Purchasing Affiliate, as the case may be, effective as of the Closing Date or as soon thereafter as permitted by applicable Law.
Sample 1
China Employees. As soon as reasonably practicable, but in no event later than fifteen (15) Business Days prior to the Business Transition End Date (unless otherwise required earlier by Applicable Law), the Purchaser or its designated Affiliate shall provide a draft employment contract for the Seller Parent’s review, incorporate comments as may be reasonably raised by the Seller Parent, and provide a form of such employment contract (the “New Employment Contract”) to each China Employee at least five (5) Business Days prior to the Business Transition End Date. Such New Employment Contract shall become effective as of the Business Transition End Date, and shall: (i) set forth the terms and conditions of such China Employee’s position with the Purchaser or its designated Affiliate, which position shall be comparable to the position held, with respect to both job level and duties, by such China Employee immediately prior to the Business Transition End Date; (ii) state an annual base salary or wage rate that shall be not less than that provided by Seller Parent or one of its Affiliates to the China Employee immediately prior to the Business Transition End Date; (iii) include the benefits to be provided by Purchaser or its designated Affiliate to such China Employee, which benefits, shall be substantially comparable in value, when taken as a whole, to those to which such China Employee was entitled prior to the Business Transition End Date; (iv) not require a Geographic Relocation of the China Employee; and (v) state that the Purchaser or its designated Affiliate will assume Exhibit 2.1 the service period and unused vacation of each China Employee at the Seller Parent or its relevant Affiliate and that by signing the New Employment Contract, each China Employee shall have agreed to terminate the existing employment contract with Seller Parent or its relevant Affiliate by signing a mutual separation agreement (the “Separation Agreement”) whereby the China Employee will not be entitled to any severance or other payment for the termination (except outstanding salary and welfare payable as of the termination date) and shall waive all claims against Seller Parent and its Affiliates, and the Seller Parent or its relevant Affiliate shall, on behalf of itself and its Affiliates, waive all claims against such China Employee. For each China Employee who agrees to sign the New Employment Contract, the Seller Parent shall (or shall cause its relevant Affiliate to) enter into the Separation...
Sample 1

Related to China Employees

  • 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.

  • 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.

  • 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.

  • 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

  • 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.

  • 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.

  • 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.

  • Other Employees Except as may be required in the performance of Employee’s duties hereunder, Employee shall not cause or induce, or attempt to cause or induce, any person now or hereafter employed by the Company or any of its affiliates to terminate such employment. This obligation shall remain in effect while Employee is employed by the Company and for a period of one (1) year thereafter.

  • Affected Employees Affected Employees" shall mean employees of the Seller who are employed by Buyer immediately after the Closing Date.

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