Division Employees Sample Clauses

Division Employees. The Division is not a party to or bound by any collective bargaining agreement, nor has the Division experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes. To the Knowledge of the Seller, the Division has not committed any material unfair labor practice. To the Knowledge of the Seller, there is no organizational effort presently being made or threatened by or on behalf of any labor union with respect to the Division Employees. To the Knowledge of the Seller, the Seller is in material compliance with all applicable provisions of the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, and the Family Medical Leave Act with respect to Division Employees.
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Division Employees. 55 SECTION 5.7. No Solicitation or Negotiation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 SECTION 5.8. Use of Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 SECTION 5.9. Non-Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 SECTION 5.10. Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 SECTION 5.13. This Section intentionally left blank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 SECTION 5.14. Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 SECTION 5.15. Sewage Facility Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 SECTION 5.16. Deed Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 SECTION 5.17. Receivables, Inventory and Encumbrances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 SECTION 5.18.
Division Employees. (a) Immediately following the Closing Date, Purchaser will offer to employ those persons who are employed full-time by the Seller in the Business on the Closing Date on terms and conditions substantially identical to those in effect on the Closing Date including, but not limited to, medical insurance coverage comparable to the coverage in effect for such persons on the Closing Date. Notwithstanding anything herein to the contrary, Purchaser shall not in any way be or become liable or obligated to any such Division Employees under any Employee Plan of Seller, except the management bonus program of Seller to the extent the related liability is accrued on the Closing Balance Sheet.
Division Employees. EXHIBIT L attached hereto contains a current list of each Division Employee and each Division Contractor. Within not more than ten (10) days and not less than three (3) days prior to the Closing Date, Seller will update the list of Division Employees and Division Contractors on EXHIBIT L to include and identify those Division Employees and Division Contractors as of such date.
Division Employees. (a) All of the Division’s employees (a list of which was previously provided to Buyer by Seller) who, in Buyer’s sole discretion, are considered for employment with Buyer will be subject to routine employment screening as applicable to all Buyer new hires and in accordance with all applicable regulatory requirements and subject to all rules and requirements pertaining to Buyer’s employees. Seller’s employees who become employees of Buyer in connection with the Acquisition (the “Transferred Employees”) shall be entitled to participate on the same terms and conditions as similarly situated Buyer employees in those benefit and incentive plans (including stock option plans) provided by Buyer or its Affiliates, as applicable to their respective employees, with credit for prior service with Seller for purposes of eligibility, vesting, benefit accrual and benefit determination under such plans provided by Buyer or its Affiliates. A Transferred Employee’s eligibility for participation in Buyer’s welfare benefit plans (i.e., medical plan, dental plan, vision plan, group life plans, group disability plans, Employee Stock Purchase Plan, and the 401(k) Plan) will be based on that individual’s prior service with the Seller or Shareholder permitting some Transferred Employees to move directly into Buyer’s employee welfare plans in which they elect to participate. With the exception of group health, prescription drug and dental plans, Buyer shall cause each Transferred Employee and his or her eligible dependents to be covered under welfare benefit plans maintained by Buyer or its Affiliates that provide benefits to the Transferred Employees and such eligible dependents effective immediately upon the Closing Date, subject to the Transferred Employee’s prior service length and any benefit plans’ eligibility waiting periods. Severance costs related to the termination of any employees terminated by Seller and not hired by Buyer shall be paid by the Seller.
Division Employees. 10.12 (a) Draft Computation........................................ 2.3 (a) Employee Pension Plans................................... 6.16 (b) Employee Welfare Plans................................... 6.16 (a) Excess Collections....................................... 2.4 (b) Financial Statements..................................... 6.5 (a) Firm..................................................... 2.3 (a) Holdback................................................. 2.1 (e) Indemnification Claim Notice............................. 8.4 (a) Indemnified Party........................................ 8.4 (a) Indemnifying Party....................................... 8.4 (a) Latest Balance Sheet..................................... 6.5 (a) Leased Real Property..................................... 6.17 (b) Leases................................................... 6.17 (b) Multiemployer Plan....................................... 6.16 (c) Noncompetition Period.................................... 10.9 (a) Objection Notice......................................... 2.3 (a)

Related to Division Employees

  • FOREIGN EMPLOYEES H-1B VISA costs shall not be passed through to the Authorized User under this Contract. Although Authorized Users will not affirm employment for immigration purposes, an Authorized User may be asked to confirm Contractor’s statement of the individual’s employment for immigration purposes. Based on RFQ security requirements the Authorized User may require that all staff must be citizens of the United States, and if so, Authorized User will indicate in the RFQ.

  • Shift Employees Employees who work rotating shift patterns or those who work qualifying shifts shall be entitled, on completion of 12 months employment on shift work, to up to an additional 5 days annual leave, based on the number of qualifying shifts worked. The entitlement will be calculated on the annual leave anniversary date. Qualifying shifts are defined as a shift which involves at least 2 hours work performed outside the hours of 8.00am to 5.00pm, excluding overtime. Number of qualifying shifts per annum Number of days additional leave per annum 121 or more 5 days 96 – 120 4 days 71 – 95 3 days 46 – 70 2 days 21 – 45 1 day

  • 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.

  • 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.

  • Former Employees All Employees terminating service with the Employer during the Plan Year and who have satisfied the eligibility requirements based on the terms of the Employer's accumulated benefits plans checked below (select all that apply; leave blank if no exclusions):

  • 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.

  • Auxiliary Employees (a) An auxiliary employee shall receive a letter of appointment clearly stating their employment status and expected duration of employment.

  • Contract Employees Contained in Annexure D.

  • Savings Plans Employee shall be entitled to participate in Employer’s 401(k) plan, or other retirement or savings plans as are made available to Employer’s other executives and officers and on the same terms which are available to Employer’s other executives and officers.

  • 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 dependents. Buyer agrees to assume full responsibility for compliance with any plant closing or similar laws, including WARN Act notices, if any, which may be required as a result of employment losses caused by the transactions provided for herein or by reason of any events occurring at or after the Effective Time.

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