Employees Clause Samples
The 'Employees' clause defines the rights, responsibilities, and obligations of employees within the context of an agreement or policy. It typically outlines who qualifies as an employee, the scope of their duties, and any specific terms related to their employment, such as confidentiality, conduct, or benefits. By clearly establishing these parameters, the clause helps ensure mutual understanding between the parties and reduces the risk of disputes regarding employment terms.
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Employees. Buyer shall have no responsibility of any form or nature with respect to Seller’s employees from and after the Closing. Buyer shall have no obligation to hire any employee of Seller.75 However, Seller acknowledges that Buyer shall be entitled to hire any of Seller’s employees, provided that Buyer shall give Seller a written list of those employees whom ▇▇▇▇▇ desires to hire effective on the Closing Date at least five days prior to the Closing. No obligations of Seller to or with respect to any of its employees, including but not limited to obligations under employment contracts, employee benefit plans, collective bargaining agreements, and applicable Laws (including without limitation liability for payroll Taxes and other proper deductions and withholdings) are being assumed by Buyer. Without limiting the generality of the foregoing, Seller shall be solely responsible for any and all liability arising directly or indirectly under the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), as a result of the transactions contemplated by this Agreement. Seller acknowledges and agrees that ▇▇▇▇▇ does not assume or agree to discharge any liability of Seller under COBRA with respect to any current or former employees of Seller. Seller agrees that it will not take any voluntary action, including, without limitation, the termination of 75 Alternatively, it is common in an acquisition context for a seller to request that all of seller’s employees be hired by the buyer or, at a minimum, that the buyer not terminate a number of employees that triggers the WARN Act, and if the buyer does so, the seller is entitled to indemnification. its healthcare plan, the effect of which would be, or might reasonably be expected to be, the imposition upon Buyer of COBRA liability for current or former employees of Seller not hired by ▇▇▇▇▇. Seller shall indemnify, defend, and hold harmless Buyer from and against any and all liabilities, damages, costs, and expenses with respect to any liability assessed upon or incurred by Buyer that is the responsibility of Seller under this Section 8.3.
Employees. (a) The employment of all employees of Seller employed in connection with the Acquired Assets will be terminated by Seller as of the Closing Date. It is Purchaser’s intention and Purchaser may, but shall be under no obligation to, offer employment to any or all eligible employees of Seller employed in connection with the Acquired Assets. If Purchaser offers employment to such employees, the salary offered (including any bonus) will be no less favorable than the current salary paid to such employees on the date immediately preceding the Closing Date and with benefits no less favorable in any material respects than the benefits provided by Purchaser to its own similarly situated employees (the “Employment Offer”). Purchaser shall not assume any of Seller’s employment Liabilities that have accrued on or before the Closing Date, including without limitation unpaid FICA, FUTA, unemployment Tax, pension or profit-sharing plan contributions, employee fringe benefits, Liabilities under the WARN Act, severance benefits, bonuses, vacation time or pay or incentive programs of any type, nor shall Purchaser acquire any interest in or obligation under any pension, profit sharing, retirement or other plan of Seller. Seller shall retain all severance obligations, if any, to its employees. Seller shall retain all Liabilities relating to any Employee Benefit Plan.
(b) Seller or Seller’s ERISA Affiliate shall maintain a Health Plan after the Closing Date and provide continuation of health coverage pursuant to COBRA for all M&A Qualified Beneficiaries. “M&A Qualified Beneficiaries” means each individual who is a “qualified beneficiary” whose “qualifying event” occurred prior to or in connection with the sale of the Acquired Assets and who is, or whose qualifying event occurred in connection with, a covered employee whose last employment prior to the qualifying event was associated with the Acquired Assets being sold. (The terms within quotes are as defined in COBRA and its related regulations). On the Closing Date, all Business Employees and Key Business Employees hired by Purchaser shall become employees of Purchaser and not of Seller.
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. 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. 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. Hersha Owner shall (or shall cause Hersha Lessee to) terminate (i) the Management Agreement and (ii) that certain staffing agreement (the “Staffing Agreement”) for the provision of housekeeping services, as such agreement is listed on Schedule 8.2(f) attached hereto (and the service provider listed on Schedule 8.2(f) shall be referred to as the “Staffing Company”), with the understanding that Lessee JV shall simultaneously enter into the New Management Agreement (as defined herein) and a New Staffing Agreement (as defined herein) on the Closing Date. In that connection, Hersha Owner (and Hersha Lessee) do not anticipate the termination of any employees of the Hotel employed by Hotel Manager or the Staffing Company in connection with the transactions contemplated in this Agreement. Hersha Owner (and/or Hersha Lessee) shall be responsible for and shall cause the timely payment of any and all liability to or respecting employees of the Hotel employed by Hotel Manager or the Staffing Company (collectively, the ‘Employees”), having accrued through the Adjustment Point, including liability for payment of all Employees’ wages, bonuses, commissions, and other forms of compensation earned by and due and owing to Employees as of the Adjustment Point and claims for benefits of Employees incurred as of the Adjustment Point, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such Employees as of the Adjustment Point. Promptly following the Effective Date, Hersha Lessee and Lessee JV shall jointly contact each Staffing Company and commence discussions for terminating the Staffing Agreement and entering into a new staffing agreement for the Hotel (the “New Staffing Agreement”), and Hersha Lessee and Lessee JV agree to reasonably cooperate with each other in connection therewith.
Employees. (a) Subject in each case to all applicable Laws and the provisions of any Bargaining Agreement, effective no later than immediately prior to the Closing, (i) Parent shall cause all Business Employees to be employed by a Business Entity and (ii) Buyer or a Business Entity as designated by Buyer shall assume all obligations of Parent under each individual retention and severance agreement listed in Schedule 1.01(d) on the Closing.
(b) For the one-year period following the Closing Date or such longer period as may be required by applicable Law or Contract, the Business Entities shall provide the Business Employees with (i) compensation, including base salary, that is at least equal to the compensation, including base salary, that is in effect for Business Employees immediately prior to the Closing and (ii) benefits that are substantially comparable in the aggregate to the compensation and benefits provided to such Business Employees immediately prior to Closing; provided, that for purposes of determining comparability, any retention bonuses and de minimis fringe benefits shall be disregarded, and provided further that comparable compensation and benefits for these purposes shall not include any equity compensation plans, programs or opportunities.
(c) Buyer and its Subsidiaries shall (i) give each Business Employee credit for such Business Employee’s service with Parent and its Subsidiaries under each employee benefit plan and personnel policy of Buyer or its Subsidiaries that covers such Business Employee after the Closing Date (including any vacation, sick leave and severance policies) for purposes of eligibility and vesting, (ii) use commercially reasonable best efforts to allow such Business Employee to participate in each plan of Buyer providing welfare benefits (including medical, dental, vision, life insurance, short-term and long-term disability insurance) without regard to preexisting-condition limitations, waiting periods, evidence of insurability or other exclusions or limitations not imposed on such Business Employee by the corresponding Employee Plans which such Business Employees participated in immediately prior to Closing (collectively, the “Applicable Plans”), and (iii) use commercially reasonable best efforts to credit such Business Employee with any expenses that were covered by the Applicable Plans immediately prior to the Closing Date for purposes of determining deductibles, co-pays and other applicable limits under any similar replacemen...
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) For a period of one (1) year following the Offer Closing, Parent shall or shall cause the Surviving Corporation to either (i) provide the employees of the Company and the Company Subsidiaries who are employed immediately prior to the Effective Time (the “Covered Employees”) who remain employed during such period by Parent, the Surviving Corporation or any of their respective Subsidiaries with compensation and benefits (excluding equity based compensation) which, taken as a whole, have a value substantially comparable, in the aggregate, to the compensation and benefits provided by the Company and the Company Subsidiaries as of the date hereof or (ii) provide or cause the Surviving Corporation (or, in such case, its successors or assigns) to provide Covered Employees who remain employed during such period by Parent, the Surviving Corporation or their respective Subsidiaries with compensation and benefits (excluding equity based compensation) which, taken as a whole, have a value substantially comparable, in the aggregate, to those provided to similarly situated employees of Parent and its Subsidiaries. In addition, for a period of one (1) year following the Offer Closing, Parent shall or shall cause the Surviving Corporation to provide Covered Employees whose employment is terminated by Parent or the Surviving Corporation with severance benefits in accordance with such employee’s individual employment agreement or, in the absence of any such agreement, in accordance with either (i) the severance policy of the Company in effect immediately prior to Closing, or (ii) the severance policy of Parent in effect from time to time. Parent shall have no obligation and the Company shall take no action that would have the effect of requiring Parent or the Surviving Corporation to continue any specific plans (except with respect to existing employment agreements) or to continue the employment of any specific Person.
(b) For purposes of determining eligibility to participate in, and non-forfeitable rights under any employee benefit plan or arrangement of Parent or the Surviving Corporation or any of their respective Subsidiaries (including for purposes of vacation eligibility), but not for purposes of benefit accrual under any defined benefit pension plan of Parent or any of its Subsidiaries, Covered Employees shall receive service credit for service with the Company (and with any predecessor or acquired entities or any other entities for which the Company granted ser...