Employees and Offers of Employment. (a) At any time on or after the Closing Date, FRP shall have the right at its sole discretion to offer employment to any or all active employees of the Business; PROVIDED, that FRP may terminate at any time after the Closing Date the employment of any employee who accepts such offer. FRP agrees to notify Pennzoil as soon as is reasonably practicable for FRP in light of its business objectives, and in any event within six months of the Closing Date, of the names of active employees of the Business to whom FRP intends to offer employment and FRP will offer employment to such employees within the six-month period. For purposes of this Article 9, the term "ACTIVE EMPLOYEE" shall mean any Person who, on the Closing Date, is actively employed by Pennzoil or who is on short-term disability leave, authorized leave of absence, military service or lay-off with recall rights as of the Closing Date (FRP will have the right at its sole discretion to offer such inactive employees employment at any time on or after the date they return to active employment with Pennzoil), but shall exclude any other inactive or former employee including any Person who has been on long-term disability leave or unauthorized leave of absence or who has terminated his or her employment, retired or died on or before the Closing Date. Any such offers shall be at such salary or wage and benefit levels and on such other terms and conditions as FRP shall in its sole discretion deem appropriate. Each active employee of the Business who commences employment with FRP on or prior to the termination of the Transition Services Agreement is hereinafter referred to as the "TRANSFERRED EMPLOYEE" and the date on which a Transferred Employee commences employment with FRP shall be referred to as the "TRANSFER DATE" with respect to such Transferred Employee. Pennzoil will not take, and will cause each of its subsidiaries not to take, any action which would impede, hinder, interfere or otherwise compete with FRP's effort to hire any active employee of the Business; PROVIDED, HOWEVER, that if during that six-month period Pennzoil desires to solicit any active employee of the Business to continue as a Pennzoil employee, Pennzoil will notify FRP, and FRP will not unreasonably withhold its consent to Pennzoil's request. FRP shall not assume responsibility for any Transferred Employee until such employee commences employment with FRP. FRP shall have no obligation to offer employment to any Pennzoil employee. Subjec...
Employees and Offers of Employment. Buyer or one or more of its designees shall offer employment to each active employee of the Business whose place of work is in Korea, Singapore or Canada, such employment to commence upon the Closing (including each employee of the Business whose place of work is in Korea, Singapore or Canada who is on short term disability or any authorized leave of absence as of the Closing Date). Each member of Seller Group shall use its reasonable efforts to ensure that all employees accept such offers of employment. Such employees who accept and commence employment with Buyer or one or more of its designees are hereinafter collectively referred to as the "Transferred Employees." Any such offers shall include benefits substantially comparable in the aggregate to benefit levels provided immediately prior to the Closing Date; provided that the annual base salary of each Transferred Employee shall be no less than that on the date hereof; provided further that neither Buyer nor its designees shall assume Liability for any retention, severance, change in control or similar agreements between any member of Seller Group, the Alias Companies or the Subsidiaries and any employee of the Business in effect as of the Closing Date unless (and solely to the extent) such retention, severance, change in control or similar agreements are disclosed on Schedule 9.01, and Seller Group shall retain or assume and indemnify each of the Buyer Indemnitees against and agree to hold each of them harmless on an as incurred basis from any and all Damages incurred or suffered by any Buyer Indemnitee arising out of any retention, severance, change in control or similar agreements required to be disclosed, but not disclosed, on Schedule 9.01. Except as set forth on Schedule 9.01, as required by applicable law or with respect to employees in Canada employed on a fixed term basis, each member of Seller Group agrees that all Transferred Employees are "at will" and are not entitled to receive severance upon ceasing to be employed. In the case of employees in Canada employed on a fixed term basis, such offer shall be for employment for the balance of the fixed term. Nothing herein shall limit Buyer's ability to terminate any Transferred Employee at any time for any reason. Buyer shall have no Liability relating to any employee or former employee of any member of Seller Group (including any employee of any member of Seller Group who is on long term disability or workers compensation) who does not become a ...
Employees and Offers of Employment. Effective as of the Effective Time, Buyer shall (i) offer employment to each Employee, at a base salary or wage that is at least equal to that provided the applicable Employee immediately prior to the Effective Time; (ii) have the right to offer employment to each Albertson’s corporate employee, field manager, field-based marketing manager and divisional pharmacy manager, in each case to the extent dedicated solely to the Standalone Drug Business, including, without limitation, those employees specified in Schedule 9.02(a) (so long as they are so dedicated) at a base salary or wage that is at least equal to that provided to such Albertson’s corporate employee, field manager, field-based marketing manager or divisional pharmacy manager immediately prior to the Effective Time and (iii) have a right to hire certain of the category managers, real estate personnel, field-based marketing managers and divisional pharmacy managers in each case who have shared responsibilities between the Standalone Drug Business and the New Diamond Business (as defined in the Separation Agreement) (collectively, the “Shared Personnel”) to the extent specified in Schedule 9.02(b) as determined in cooperation between Sellers and Buyer by allocating a proportionate number of Shared Personnel to Buyer based on the ratio of (x) the total number of pharmacy counters in Stores covered by such Shared Personnel to (y) the total number of pharmacy counters in Stores and grocery stores operated by Sellers collectively covered by such Shared Personnel as set forth on such Schedule 9.02(b). Sellers may update, and deliver to Buyer, Schedule 9.02(a) and Schedule 9.02(b) within fourteen days following the date of this Agreement. SUPERVALU and Buyer shall cooperate in good faith to determine the accuracy of Schedule 9.02(a) and Schedule 9.02(b) and agree to update each such Schedule as appropriate. The term “Employee” includes any Person who, immediately prior to the Effective Time, is actively employed by any Seller at a Facility or who is on short-term disability leave, authorized leave of absence, military service or lay-off with recall rights as of the Effective Time (such inactive employees shall be offered employment by Buyer as of the date they return to active employment but only if such employee returns to active service within 180 days after the Effective Time or such later time as their reemployment rights are protected by applicable Laws), but shall exclude any other inactive or forme...
Employees and Offers of Employment. (a) On or prior to the Closing Date, Buyer may, at its sole discretion, offer employment on an at-will basis to all of the Business Employees. Buyer shall provide to Seller a complete and accurate list of the Transferred Employees at least two (2) business days prior to Closing.
Employees and Offers of Employment. (a) Newco shall offer employment to commence on the Closing Date to all Transferred Employees; provided that, for any Transferred Employee who is on vacation, approved illness absence, authorized leave of absence (including leave under the Family and Medical Leave Act), long-term disability or military service leave of absence as of the Closing, the offer shall remain open until the date he or she is able to return to active employment to the extent consistent with any applicable collective bargaining agreement and/or existing company policy; provided, further, that any Camden Transferee entitled to recall rights shall be offered employment by Newco in accordance with the terms of the applicable bargaining agreement. Each Transferred Employee shall be offered a position by Newco similar to his or her position immediately prior to the Closing Date, at the same job and salary or wage levels, with non-equity based bonus and incentive plans and other non-equity based employee benefit plans substantially similar to those provided by Lockheed Xxxxxx and its Affiliates immediately prior to the Closing Date. Such offers of employment shall be at the same respective locations as those at which such Transferred Employees are employed immediately prior to the Closing. Subject to Applicable Law and this Agreement, Newco shall have the right to dismiss any Transferred Employee at any time, with or without cause, and to change the terms of employment of any Transferred Employee.
Employees and Offers of Employment. (a) Effective as of the Closing, Buyer shall have made offers of employment to the employees listed on Schedule 6.01(a) (each such person, upon accepting an offer of employment from Buyer, a “Transferred Employee”). Each such offer shall have included (i) base salary or base wages which is substantially similar as in effect immediately prior to the Closing Date and (ii) employee benefits (other than as set forth in clause (i)) which are substantially similar as those provided to similarly situated employees of Buyer. Nothing in this Agreement shall limit the right of Buyer to terminate the employment of any Transferred Employee following the Closing Date.
Employees and Offers of Employment. Effective as of the Buyout Closing, XX XXXX shall offer employment to the Manager Specified Employees on the terms and subject to the conditions of this Article IX and the other terms and conditions determined by the Compensation Committee of the Board of Directors of XX XXXX consistent with this Article IX. The Manager Specified Employees who accept and commence employment on or after the Buyout Closing with XX XXXX are hereinafter collectively referred to as the “Transferred Manager Employees.” For the period commencing on the Buyout Closing Date and ending on the December 31 next following the one year anniversary of the Buyout Closing Date, such Transferred Manager Employees shall receive substantially similar (or more beneficial) base salaries and cash bonus opportunities as received immediately prior to the Buyout Closing Date. Further, XX XXXX hereby assumes, as of the Buyout Closing, all Liabilities of Transferred Manager Employees (including the employment and termination thereof) arising on and after the Buyout Closing Date in connection with their employment by XX XXXX. Except for XX XXXX’x indemnification for PTO Liabilities pursuant to Section 9.6(c) and reimbursement for severance benefits as provided in Section 9.6(d), XX XXXX does not assume, and shall not be liable or responsible for, any Liabilities with respect to any Manager Specified Employee who does not become a Transferred Manager Employee (each, a “Non-Hired Manager Specified Employee”) or any other employee of the Behringer Group.
Employees and Offers of Employment. (a) Buyer acknowledges that, subject to the last sentence of Section 7.03(b), it shall, through the Surviving Corporation and its Subsidiaries, continue the employment of all of the employees of the Company and the Company Subsidiaries as of the Effective Time (collectively, the “Transferred Employees”).
Employees and Offers of Employment. Between May 9, 1999 and the Closing Date, Xenon 2 shall offer employment as of the Closing Date to each individual who is listed on SCHEDULE 6.7(A) and who, on the Closing Date, is employed by NBC or its Affiliates or who is absent from work by reason of vacation, sick leave, short-term disability or due to authorized leave of absence or military service; PROVIDED that for any such employee who, as of the Closing Date, is absent from work due to sick leave, short-term disability or due to authorized leave of absence or military service, such offer of employment shall be effective as of the date such employee is able to commence active employment with Xenon 2. Each offer of employment shall include salary, title and level of responsibility which are no less favorable in the aggregate than those in effect for such employee on May 9, 1999; PROVIDED that nothing shall prohibit Xenon 2 from terminating the employment of any Transferred Employee at any time. Such employees who accept and commence employment with Xenon 2 are herein collectively referred to as "TRANSFERRED EMPLOYEES".
Employees and Offers of Employment. (a) The parties hereto shall mutually agree upon the TMRI Employees listed on Schedule 9.01 (to whom offers are to be made by Diversa in accordance with Section 9.01(b)) as promptly as practicable, and in any event within 30 days of the date of this Agreement, and the parties hereto may mutually agree to modify Schedule 9.01 (it being agreed that the number of employees listed on Schedule 9.01 will be sufficient to allow Diversa to satisfy its obligations in Section 9.01(b)). Schedule 9.01 shall not include those individuals listed on Schedule 3.11(a) whose names are highlighted (unless otherwise mutually agreed by the parties hereto).
