Employees; Employment Contracts Sample Clauses

Employees; Employment Contracts. Seller shall be responsible for, and shall pay when due, all compensation of its employees, whether or not hired by Purchaser, through the Cut-off Time. Purchaser shall have no obligation or liability for pre-Closing compensation of, or other employment-related obligations to, Seller's employees. Purchaser assumes no obligations of Seller with respect to any employee benefits, including without limitation accrued vacation time, severance pay, personal time, unemployment and/or disability premiums or payments, and state, parish or federal withholdings, all of which shall be the responsibility of Seller only. Seller shall indemnify, defend and hold Purchaser harmless from the foregoing liabiities and obligations. Except as set forth in Section 10.10, below, Purchaser assumes no obligation to hire or to employ after Closing, any of Seller's employees.
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Employees; Employment Contracts. Except as set forth on Schedule 5.01(k), there are no employees of any of Contributor with regard to any of the Property or any Employment Contracts which affect the Hotels other than letters offering employment in the ordinary course of business.
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Employees; Employment Contracts. (a) Except as required in any Target Group Entity’s normal business operations, there are no proposals to amend the terms of employment of any employee of any Target Group Entity or terminate their employment.
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Employees; Employment Contracts. All Employees are employees of an Affiliate of Seller. Schedule 5.01(l) identifies each Employee, his or her classification, title or position, salary (including non-discretionary bonuses) or wage rate and accrued vacation as of the Effective Date. There do not exist (A) any disputes between Manager (or the employer of the Employees) and any of the Employees that might reasonably be expected to have a material adverse effect on the Hotel, (B) any pending unfair labor practice complaints or labor arbitration proceedings with respect to Employees (or former Employees) and neither Seller nor Manager nor the employer of the Employees have received written notice from any Governmental Authority asserting (i) any violation as to Employees of Legal Requirements governing employment or labor, including any Legal Requirements relating to wages, hours, collective bargaining, social security or other payroll taxes, equal employment opportunity, employment discrimination or employment safety or (ii) any liability on the part of Seller, Manager or the employer of the Employees for back wages, taxes or penalties for any such violation. There are no Employment Contracts which affect the Hotel other than letters offering employment in the ordinary course of business. None of the Employees are within any bargaining unit that has been certified under the National Labor Relations Act or any similar state Law and, to Seller’s Knowledge, no effort currently exists to organize any of the Employees into any such bargaining unit. The DataSite contains a current list of Employees by department, and biographies for the Executive Staff. During the 90-day period preceding Closing, not more than ten Employees have been nor will be (A) terminated other than for cause or (B) laid off.
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Employees; Employment Contracts. Schedule 5.26 lists, by Company, all of the employees as of the date of this Agreement and their age, position, length of service, base compensation and, for U.S. employees, their elected insurance benefits, which list is accurate in all material respects. Except as set forth in Schedule 5.26, none of the Companies is a party to or bound by any contracts with any employee or former employee, including any contracts for the employment of any employee.
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Employees; Employment Contracts. Neither the Company, GSSW-REO, nor any Property Partnership (i) has (nor have any of such parties ever had) any employees, (ii) is (nor have any of such parties ever been) a party to or is bound by any collective bargaining agreement or other contract with a labor union, or (iii) has (nor have any of such parties had) any obligations or liabilities arising from or relating to the employment of any individual and did not at any time on or after the effective date of ERISA maintain, contribute to or otherwise have any obligation with respect to any "employee benefit plan" within the meaning of section 3(3) of ERISA.
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Related to Employees; Employment Contracts

  • Termination of Employees Employment For purposes of this Section 3.1(d), the term “pro rata portion” shall mean, with respect to any award of time-vested RSUs, time- vested RSAs or time-vested options, a percentage, when expressed as a fraction, the numerator of which is the number of days from and after the date that begins the vesting period applicable to such installment of RSUs, RSAs or options during which Employee was an employee of the Company, and the denominator of which is the total number of days in the vesting period(s) applicable to such installment of RSUs, RSAs or options assuming Employee had been an employee throughout such vesting period and no event or other matter occurred that would accelerate the vesting of such award. Any options that vest pursuant to this Section 3.1(d) shall remain exercisable through the post-termination exercise period set forth in or contemplated by the agreement evidencing the option. Notwithstanding anything to the contrary in this Agreement, if any payments, awards or benefits are owed or required to be settled or delivered to Employee under Section 3.3 hereof, then Employee shall not be entitled to any payment or benefit under this Section 3.1. Notwithstanding anything to the contrary in this Agreement, if any payments, awards or benefits are owed or required to be settled or delivered to Employee under Section 3.1(c) and (d) and Employee has attained Retirement Eligibility, then Employee shall be entitled to the greater of the payment or benefit under Section 3.1(c) and (d), determined on an aggregate basis with respect to the Eligible RSAs, on the one hand, or Section 3.2, determined on an aggregate basis with respect to the Eligible RSAs, on the other hand. Solely for purposes of this paragraph, the determination of the Eligible RSAs shall assume that the date of Retirement Termination of Employment shall be deemed to have occurred as of the date of the termination of his or her employment regardless of whether such termination occurred due to a Termination of Employee’s Employment or a Retirement Termination of Employment. 3.2

  • Employees; Employee Benefits (a) Schedule 3.13(a) hereto sets forth the names of all current employees of the Company (the “Employees”) and such Employee’s job title, the location of employment of such Employee, such Employee’s current salary, the amount of any bonuses or other compensation paid since December 31, 2003 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None of the Employees has, to the knowledge of the Company and the Sole Stockholder, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto, since December 31, 2003, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein).

  • Not Employment Contract The Employee acknowledges that this Agreement does not constitute a contract of employment, does not imply that the Company will continue his/her employment for any period of time and does not change the at-will nature of his/her employment.

  • Company’s Right to Terminate Employee’s Employment for Cause The Company shall have the right to terminate Employee’s employment hereunder at any time for “Cause.” For purposes of this Agreement, “Cause” shall mean:

  • Not an Employment Contract The Executive acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Executive from terminating employment at any time. If the Executive's employment with the Company terminates for any reason and subsequently a Change in Control shall occur, the Executive shall not be entitled to any benefits hereunder except as otherwise provided pursuant to Section 1.2.

  • Employment Contract The Company and Executive acknowledge that the terms of his employment are set forth in this Agreement. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, award or compensation other than as provided in this Agreement, or as may otherwise be available in accordance with the Company’s established written plans and written policies at the time of termination.

  • Employees; Employee Benefit Plans (a) Section 4.11(a) of the Hxxxxx United Disclosure Schedule contains a true and complete list of each “employee benefit plan” (within the meaning of ERISA, including multiemployer plans within the meaning of ERISA Section 3(37)), stock purchase, stock option, severance, employment, loan, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transaction contemplated by this Agreement or otherwise) under which any current or former employee, director or independent contractor of Hxxxxx United or any of its Subsidiaries has any present or future right to benefits and under which Hxxxxx United or any of its Subsidiaries has any present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the “Hxxxxx United Benefit Plans.”

  • Termination of Employment Agreements Any and all Employment Agreements entered into between the Company or any of its Subsidiaries and the Executive prior to the date of this Agreement are hereby terminated.

  • Not an Employment Agreement This Agreement is not an employment agreement, and no provision of this Agreement shall be construed or interpreted to create an employment relationship between you and the Company or any Affiliate or guarantee the right to remain employed by the Company or any Affiliate for any specified term.

  • Termination of Employment and Options Vested Options shall terminate, to the extent not previously exercised, upon the occurrence of the first of the following events:

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