Common use of Employees and Employee Benefits Clause in Contracts

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers shall terminate all employees of the Business who are actively at work on the Closing Date, and, a Buyer shall offer employment, on an “at will” basis, to any or all of such employees.

Appears in 2 contracts

Samples: Master Purchase Agreement (Emcore Corp), Master Purchase Agreement (Emcore Corp)

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Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers shall effectively terminate all employees of the Business who are actively at work on at the Closing DateEffective Time, and, a at Buyer's sole discretion, Buyer shall may (directly or through its applicable Affiliate) offer employment, on an "at will" basis, to any or all of such employees. Sellers shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.), Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.)

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, a at Buyer’s sole discretion, Buyer shall may offer employment, on an “at will” basis, to any or all of such employees. Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Kindcard, Inc.), Asset Purchase Agreement (Sg Blocks, Inc.)

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers each Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, a at Buyer’s sole discretion, Buyer shall may offer employment, on an “at will” basis, to any or all of such employees. The applicable Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Uncommon Giving Corp), Asset Purchase Agreement (Uncommon Giving Corp)

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers the Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, a at the Buyer’s sole discretion, the Buyer shall may offer employment, on an “at will” basis, to any or all of such employees. The Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 2 contracts

Samples: Asset Purchase Agreement (VOXX International Corp), Asset Purchase Agreement (VOXX International Corp)

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, a at Buyer’s sole discretion, Buyer shall may offer employment, on an “at will” basis, to any or all of such employees.

Appears in 2 contracts

Samples: Asset Purchase and Fuel Supply Agreement (EzFill Holdings Inc), Asset Purchase Agreement (EzFill Holdings Inc)

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers Seller shall terminate all employees of the Seller Business who are actively at work on the Closing Date, and, a Buyer shall will offer employment, on an “at will” basis, to any or all of such employeesemployees who meet Buyer’s standard employment requirements. Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medovex Corp.)

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers shall terminate all employees of the Business who are actively at work on the Closing Date, andand subject to Section 6.05(b), a at Buyer’s sole discretion, Buyer shall may offer employment, on an “at will” basis, to any or all of such employees. Notwithstanding the foregoing, Sellers may continue to employ any such employees not hired by Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sprague Resources LP)

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers the Seller shall terminate all employees of the Business who are actively at work on the Closing Date, Buyer will hire the Designated Employees on an “at will” basis, and, a at Buyer’s sole discretion, Buyer shall may offer employment, on an “at will” basis, to any or all of such employeesemployees who are not Designated Employees.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pressure Biosciences Inc)

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, a at Buyer’s sole discretion, Buyer shall may offer employment, on an “at will” basis, to any or all of such employees. Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.01.

Appears in 1 contract

Samples: Asset Purchase Agreement (Addvantage Technologies Group Inc)

Employees and Employee Benefits. (a) Commencing on Effective as of the Closing DateEffective Time or such other time as agreed upon with Buyer, Sellers Seller shall terminate all employees of the Business who are actively at work on the Closing Datethen employed by Seller. At Buyer’s sole discretion, and, a Buyer shall may offer employment, on an “at will” basis, to any or all of such employeesemployees to commence on the day after the Effective Time. Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 1 contract

Samples: Asset Purchase Agreement (Home Bancshares Inc)

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, a other than Rxxx Xxxx and Txxxx Xxxxx, at Buyer’s sole discretion, Buyer shall may offer employment, on an “at will” basis, to any or all of such employees. Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.01.

Appears in 1 contract

Samples: Asset Purchase Agreement (Intellinetics, Inc.)

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, a at Buyer’s sole discretion, Buyer shall may offer employment, on an “at will” basis, to any or all of such employees. Seller shall bear any and all obligations and liability under the WARN Act and applicable state statutes resulting from employment losses pursuant to this Section 6.5.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tattooed Chef, Inc.)

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, a at Buyer’s sole discretion, Buyer shall may offer employment, on an “at will” basis, to any or all of such employees. Buyer shall, prior to the Closing Date, communicate to the Seller which employees it does not intend to reoffer employment. Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 1 contract

Samples: Option Agreement (VidAngel, Inc.)

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers shall terminate all employees of the Business who are actively at work on the Closing DateEmployees, and, a at Buyer’s sole discretion, Buyer shall may offer employment, on an “at will” basis, employment to any or all of such employeesEmployees subject to appropriate background checks and, if necessary, negotiation of employment arrangements. Sellers shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this section.

Appears in 1 contract

Samples: Asset Purchase Agreement

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers shall terminate all employees of the Business who are actively at work on the Closing Date, and, a at Buyer's sole discretion, Buyer shall may offer employment, on an "at will" basis, to any or all of such employees.

Appears in 1 contract

Samples: Asset Purchase Agreement (Csa Holdings Inc.)

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, a at Xxxxx’s sole discretion, Buyer shall may offer employment, on an “at will” basis, to any or all of such employees. Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 1 contract

Samples: Asset Purchase Agreement (Crown Electrokinetics Corp.)

Employees and Employee Benefits. (a) Commencing on Effective and commencing as of the Closing Date, Sellers shall terminate all employees of the Agency that perform services relating to the Business who are actively at work on active as of the Closing Date, and, a at Buyer’s sole discretion, Buyer shall may offer employment, on an “at will” basis, to any or all of such employees.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ladenburg Thalmann Financial Services Inc.)

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers Seller shall terminate all employees Employees of the Business who are actively at work on the Closing Date, and, a at Buyer's sole discretion, Buyer may, but shall not be required to, offer employment, on an “at will” basis, to any or all of such employeesEmployees.

Appears in 1 contract

Samples: Asset Purchase Agreement (Regen Biologics Inc)

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers Seller shall comprehensively and exhaustively terminate all employees of the Business who are actively at work on the Closing Date. Seller agrees not to state, andcomment, a Buyer shall offer employmenttell, on an “at will” basis, suggest or otherwise imply to any employee, consultant or union representative that Buyer will offer employment to any employee terminated pursuant to this Agreement. Seller shall bear any and all of such employeesobligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.03.

Appears in 1 contract

Samples: Dairy Asset Purchase Agreement

Employees and Employee Benefits. (a) Commencing on Except for each signatory to the Employment Agreements, as of the Closing Date, Sellers Seller shall terminate all employees of the Business who are actively at work that can be terminated pursuant to applicable Law on the Closing Date, and, a at Buyer's sole discretion, Buyer shall may offer employment, on an “at will” basis, to any or all of such employees.

Appears in 1 contract

Samples: Asset Purchase Agreement (Super League Gaming, Inc.)

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Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers each Seller shall terminate all employees of the Purchased Business who are actively at work on the Closing Date, and, a except for the employees listed on Section 5.02(a) of the Disclosure Schedules. Buyer shall will offer employment, on an “at will” basis, to any or substantially all of such employeesterminated employees who are eligible individuals pursuant to Buyer’s employment practices and policies (the “Continuing Employees”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Continental Materials Corp)

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, a at Buyer's sole discretion, Buyer shall offer employment, on an "at will" basis, to any or all the employees set forth on Schedule 6.05 of such employeesthe Disclosure Schedules.

Appears in 1 contract

Samples: Asset Purchase Agreement (Avant Diagnostics, Inc)

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers Seller shall terminate all those employees of the Business who are actively at work on the Closing Date, selected by Buyer and, a at Buyer’s sole discretion, Buyer shall offer employment, on an “at will” basis, to may retain any or all of such employees on terms acceptable to Buyer and such employees.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cryo Cell International Inc)

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, a at Buyer's sole discretion, Buyer shall may offer employment, on an "at will" basis, to any or all of such employees. Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 1 contract

Samples: Intellagents, LLC Asset Purchase Agreement (LZG International, Inc.)

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers shall terminate all employees of the Business who are actively at work on the Closing DateEmployees, and, a at Xxxxx’s sole discretion, Buyer shall may offer employment, on an “at will” basis, employment to any or all of such employeesEmployees subject to appropriate background checks and, if necessary, negotiation of employment arrangements. Sellers shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this section.

Appears in 1 contract

Samples: Asset Purchase Agreement

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers Seller shall terminate all the employees of the Business who are actively at work listed on Section 6.01of the Closing DateDisclosure Schedules, and, a at Buyer’s sole discretion, Buyer shall may offer employment, on an “at will” basis, to any or all of such employees.

Appears in 1 contract

Samples: Asset Purchase Agreement (Smith Micro Software, Inc)

Employees and Employee Benefits. (a) Commencing on Effective immediately upon Closing, Seller will terminate or cause to be terminated the Closing Date, Sellers shall terminate all employees listed in Section 4.20(a) of the Business who are actively at work Disclosure Schedule. Thereafter, Buyer intends to offer employment to such individuals terminated on the Closing Dateterms acceptable to Buyer, andin its sole discretion. Seller will pay all amounts due to such individuals from Seller and its Affiliates, a Buyer shall offer employmentincluding, on an “at will” basiswithout limitation, to any or all of such employeesamounts accrued.

Appears in 1 contract

Samples: Asset Purchase Agreement (Byrna Technologies Inc.)

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers Seller shall terminate all employees of the Business who are actively at work on the Closing DateDate except those employees set forth on Disclosure Schedule Section 6.05(a), and, a at Buyer’s sole discretion, Buyer shall may offer employment, on an “at will” basis, to any or all of such employees.

Appears in 1 contract

Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.)

Employees and Employee Benefits. (a) Commencing on On the Closing Date, Sellers Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, a commencing on the Closing Date, Buyer shall offer employment, on an “at will” basis, to any or all of such employees. Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.

Appears in 1 contract

Samples: Asset Purchase Agreement (Beam Global)

Employees and Employee Benefits. (a) Commencing on Upon the Closing Date, Sellers shall terminate all those employees of the Business who are actively that Buyer Group gives notice to Sellers of its intent to hire at work on Closing, so that, at Buyer Group's sole discretion, the Closing Date, and, a members of the Buyer shall Group may offer employment, on an “at will” basis, to any or all of such employees.

Appears in 1 contract

Samples: Asset Purchase Agreement (Precision Aerospace Components, Inc.)

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, a Buyer shall offer employment, on an "at will" basis, to any or all of such employees.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ecoark Holdings, Inc.)

Employees and Employee Benefits. (ac) Commencing on the Closing Date, Sellers shall terminate all employees of the Business who are actively at work [or on a leave of absence] on the Closing Date, and, a and Buyer shall will offer employment, on an “at will” basis, to those former employees of the Business, subject to Buyer’s customary and normal screening process for similar employees. Sellers shall bear any or and all of such employeesobligations and liability under the WARN Act resulting from the technical termination pursuant to this Section 6.05.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gulf Island Fabrication Inc)

Employees and Employee Benefits. (a) Commencing on the Closing Date, Sellers Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, a at Buyer’s sole discretion, Buyer shall may offer employment, on an “at will” basis, to any or all of such employeesterminated employees of the Business who are eligible individuals pursuant to Buyer’s employment practices and policies (“Continuing Employees”). Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.01.

Appears in 1 contract

Samples: Asset Purchase Agreement (Continental Materials Corp)

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