Employees Clause Samples

Employees. 20.1 The Supplier agrees that it will not, without the prior written consent of the British Council, whether directly or indirectly, and whether alone or in conjunction with, or on behalf of, any other person during the Term or for a period of six (6) months following termination, solicit or entice, or endeavour to solicit or entice away from the British Council any person employed by the British Council and involved directly in the receipt or use of the Services.

Employees. (a) The Buyer shall ensure that all persons who were employed by the Acquired Companies immediately preceding the Closing Date, including those on vacation, leave of absence or disability (the "Acquired Companies Employees"), will remain employed in a comparable position on and immediately after the Closing Date for such period of time as determined by the Buyer, at not less than the same base rate of pay, except as otherwise provided in this Section 5.1. Notwithstanding the foregoing, the Buyer shall not, at any time prior to 60 days after the Closing Date, effectuate a "plant closing" or "mass layoff" as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 ("WARN"), or comparable conduct under any applicable state law, affecting in whole or in part any facility, site of employment, operating unit or employee of any of the Acquired Companies without complying fully with the requirements of WARN. (b) To the extent permissible under applicable law and to the extent that service is relevant for purposes of eligibility and vesting under any employee benefit plan, program or arrangement established or maintained by the Buyer (other than any defined benefit pension plan) following the Closing Date for the benefit of Acquired Companies Employees at such time as any employee benefit plan, program or arrangement is made available to Acquired Companies Employees, such plan, program or arrangement shall credit such employees for service on or prior to the Closing Date that was recognized by the Sellers or the Acquired Companies, as the case may be, for purposes of employee benefit plans, programs or arrangements (including vacation policies) maintained by any of them. In addition, with respect to any welfare benefit plan (as defined in Section 3(1) of ERISA) established or maintained by the Buyer following the Closing Date for the benefit of Acquired Companies Employees, to the extent permissible under applicable law, such plan shall waive any pre-existing condition exclusions and provide that any covered expenses incurred during the 1999 plan year on or before the Closing Date by an Acquired Company Employee or by a covered dependent shall be taken into account for purposes of satisfying applicable deductible coinsurance and maximum out-of-pocket provisions after the Closing Date. (c) Buyer agrees that either Buyer or the Acquired Companies will make COBRA continuation coverage available to individuals who are COBRA qualified ben...

Employees. (a) Subject to Section 5.16, the Company will, during the period from the date of this Agreement through the Effective Time, use commercially reasonable efforts in consultation with NetRatings to retain existing employees of the Company through the Effective Time and following the Merger. During such period, the Company will reasonably cooperate with NetRatings in NetRatings' efforts to (i) cause each of the employees of the Company identified by NetRatings to execute an offer letter in the form provided by NetRatings covering such employee's employment with the Company, effective if and when the Closing occurs, and (ii) cause each of the employees of the Company to execute and deliver to the Company an Assignment of Inventions and Non-Disclosure Agreement in the form provided by NetRatings. (b) On or as soon as practicable following the Closing Date, all employees of the Company, and, as of their respective hire dates with the Company or NetRatings or any of their respective subsidiaries, all employees of ACN and its affiliates who are Dedicated Employees (as defined in the Services Agreement) and who following the Closing Date become employees of the Company or NetRatings or any of their respective subsidiaries as contemplated by the Services Agreement (collectively, the "Company Employees"), shall be entitled to participate in all employee benefit plans, programs and arrangements maintained by NetRatings for the benefit of similarly situated employees as of the Closing Date or such hire date, as applicable (the "NetRatings Plans"). From and after the Closing Date, or, with respect to Dedicated Employees, their respective hire dates with the Company or NetRatings or any of their respective subsidiaries, NetRatings shall, to the extent permitted by the NetRatings Plans as of the Closing Date, cause the NetRatings Plans to (i) credit the Company Employees with all of the years and months of service they had been credited with under any comparable plan in which such Company Employees participated prior to the Closing Date or hire date (as applicable), (ii) waive any pre-existing condition of the Company Employees for purposes of any employee welfare plan (within the meaning of Section 3(1) of ERISA) maintained by NetRatings to the extent such condition was covered under the applicable plan maintained by the Company, and (iii) recognize expenses and claims that are incurred by a Company Employee in the year in which the Closing Date or hire date (as applicab...

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Compa...

Employees. Other than pursuant to ordinary arrangements of employment compensation, Parent is not under any obligation or liability to any officer, director, employee or Affiliate of Parent.

Employees. It shall not have any employees (other than officers and directors to the extent they are employees).

Employees. (i) No member of management of the Company or any Material Subsidiary has notified the Company or such Material Subsidiary in writing that such individual plans to terminate his or her employment with the Company or such Material Subsidiary. (ii) Each of the Company and each Material Subsidiary is, and since the Lookback Date, has been, in compliance in all material respects with all material Laws and contracts relating to the employment of labor (collectively, “Employment Laws”). (iii) There are no unfair labor practice charges or any other material charges, claims, actions, suits, complaints, proceedings, orders, audits, investigations or material claims pertaining to, or alleging violation of, any Employment Laws (A) pending or (B) threatened in writing, in each case, against or involving the Company or any of the Company Subsidiaries that would reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. (iv) The Company and each Material Subsidiary (A) have paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants, including all wages due for all regular and overtime hours worked according to the applicable wage and hour laws of the jurisdictions in which the employees work and (B) have provided all employees with earned rest breaks and meal periods, if applicable, in all material respects in accordance with the Laws of the jurisdictions in which the employees work and any agreements with such employees. (v) Except as would not result in a material liability to the Company or any Company Subsidiary, the Company and each Company Subsidiary have properly completed and maintained Form I-9s on all employees to the extent required by applicable Laws. There has not been, since the Lookback Date, any labor strike, lockout, picketing, work slowdown, work stoppage or material labor dispute actually pending or, to the Knowledge of the Company, threatened against or involving the Company or any of the Company Subsidiaries, as applicable. No labor organization represents any employees of the Company or any of the Company Subsidiaries or represents any consultants or contingent or leased workers of the Company or any of the Company Subsidiaries concerning terms and conditions of their engagement to provide services to the Company or any of the Company Subsidiar...

Employees. (a) Schedule 2.20(a) sets forth a correct and complete list, as of the date of this Agreement, of the name of each employee of MAMP and any MAMP Subsidiary (each, a “MAMP Employee”), including such MAMP Employee’s name, job title, job location and status as exempt or nonexempt. Neither MAMP nor any MAMP Subsidiary is delinquent in any material respects in any payment of wages, salaries, commissions, bonuses or other compensation to any MAMP Employee, and all applicable withholdings have been timely made. All MAMP Employees are employed on an at-will basis, which means their employment can be terminated at any time, with or without notice, for any reason or no reason at all, and no MAMP Employee has been granted the right to continued employment by MAMP or any MAMP Subsidiary. Neither MAMP nor any MAMP Subsidiary is, and has not been, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council, or labor organization and there has not been any such labor organization representing or purporting to represent any MAMP employee. To the Knowledge of MAMP, no union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. (b) Schedule 2.20(b) identifies any employment, severance, brokerage commissions or other real estate commissions, change in control, retention, termination, non-competition, non-solicitation agreement, independent contractor and any other similar employment or service agreements, arrangements or policies with any Service Provider (“MAMP Service Agreement”) (including, in any case, any related incentive Contract) to which MAMP or any MAMP Subsidiary is a party or is bound. MAMP has provided to the Company true, correct and complete copies of each such Contract, agreement, arrangement or policy. (c) Schedule 2.20(c) (i) sets forth as of the date of this Agreement a list of Persons who are (A) “leased employees” within the meaning of Section 414(n) of the Code, or (B) “independent contractors” within the meaning of the Code and the rules and regulations promulgated thereunder. All “independent contractors” of MAMP and any MAMP Subsidiary within the meaning of the Code may be terminated by MAMP or any MAMP Subsidiary with no more than thirty (30) days prior notice for any reason with no liability to MAMP or any MAMP Subsidiary. (d) MAMP and all MAMP Subsidiaries are in compliance in all material respects with all applicable Laws regarding ...

Employees. (a) As soon as practicable but in no event later than seven (7) days prior to the Closing Date, the Univision Parties shall identify in writing those Station Employees to whom the Univision Parties, in their sole discretion, shall offer employment effective as of the Closing Date. The Univision Parties, in their sole discretion, shall set the initial terms and conditions upon which they may offer employment to such Stations Employees, so long as the terms and conditions of offers to be made to such Station Employees are substantially consistent with terms and conditions applicable to similarly-situated Univision employees (considering, among other things, the relevant position, seniority, term of service and location). The Entravision Parties and their Affiliates shall release from employment, effective no later than the Closing Date, each such Station Employee who accepts such offer of employment (each, a “Transferred Employee”) and shall not enforce against any such Transferred Employee any non-compete or similar contractual obligations, or otherwise assert with respect to any such Transferred Employee claims, that would otherwise prohibit or place conditions on such Transferred Employee’s employment. The Entravision Parties shall use their commercially reasonable efforts to assist the Univision Parties in hiring such Station Employees to whom the Univision Parties extend offers of employment. (b) In no event shall the Univision Parties have any Liability to the Entravision Parties or any former employee of an Entravision Party with respect to such employee’s former employment or the termination thereof, including with respect to accrued vacation or severance, and whether or not arising under Law or otherwise, and the Entravision Parties shall indemnify, defend and hold harmless the Univision Parties with respect thereto. Without limiting the generality of the foregoing, the Univision Parties shall credit periods of service with the Entravision Parties prior to the Closing only for purposes of determining eligibility, vesting and benefit entitlement under all compensation and benefit plans, programs and policies maintained by the Univision Parties after the Closing, but without duplication of benefits previously provided, and other than for purposes of determining benefits under any defined benefit pension plan. The Entravision Parties will supply the Univision Parties with such information regarding each Transferred Employee as may be reasonably necessa...