Employees of Seller. Without Buyer's prior written consent, Seller shall make no change in the compensation payable or to become payable by Seller to any Person employed in connection with the conduct of the business or operations of any of the System, except in accordance with past practices. Seller shall be responsible for compliance with the COBRA notice and continuation coverage requirements under Part 6 of Title I of ERISA, with respect to all employees of Seller (and their beneficiaries) experiencing a qualifying event (as defined in Section 603 of ERISA) on account of termination of employment or reduction of hours by Seller while such employees were employed by Seller. Buyer shall offer employment to all employees of Seller on substantially the same terms existing as of the date of this Agreement (including without limitation wages, benefits and positions); provided, that Buyer shall not assume, be deemed to assume or be obligated to pay any benefits under any Benefit Plan of Seller or its Affiliates. At Closing, Seller shall pay to Buyer an amount equal to the cash value of earned and unused vacation time under Seller's vacation Benefit Plan as of the Closing Date (the "Vacation Pay Amount"). Seller shall deliver to Buyer at Closing (a) a copy of Seller's vacation Benefit Plan, and (b) a detailed statement of the Vacation Pay Amount for each of Seller's employees, which Benefit Plan and statement shall be certified by Seller's Chief Financial Officer as being true, accurate and complete. Such certified statement shall include, for each employee, the amount of the Vacation Pay Amount foregone for each vacation day taken by such employee. Buyer agrees to disburse the Vacation Pay Amount to Seller's former employees promptly following the end of calendar year 1998, or at each employee's option, permit them to take vacation days during calendar year 1998, all in accordance with such certified statement and certified Benefit Plan. Such payments of the Vacation Pay Amount shall be subject to any withholdings required to be made by Buyer under the Code or any provision of state or local tax law. Nothing in this Section 5.5 or in any other provision of this Agreement is intended to confer upon any employee of Seller or such employee's legal representative or heirs any rights as a third party beneficiary or otherwise or any remedies of any kind whatsoever under or by reason of this Agreement, or the transactions contemplated hereby, including without limitation any rights to c...
Employees of Seller. (a) The Buyer may, with reasonable notice to the Seller, contact such of Seller's employees engaged primarily in the Business as the Buyer may determine for the purpose of discussing the employment of such employees by the Buyer after the Closing, and the Seller will reasonably cooperate with the Buyer in such regard. The Buyer shall offer employment to the "Specified Field Employees,"
Employees of Seller. Buyer agrees, on or before the Closing Date, to interview for employment those employees of Seller currently working on the Assets and set forth on Schedule 5.12. Hiring determinations will be made based on Buyer’s needs and will be on terms commensurate with similarly skilled and experienced employees working in other areas of its Bxxxxxx Shale operations. Seller will be responsible for any severance payments made to employees Buyer does not hire. Notwithstanding the above, for a period of one year from the Closing Date, Buyer will not directly or indirectly solicit for employment any person who is now employed by Seller or its Affiliates other than those set forth on Schedule 5.12; provided, however, Buyer shall not be prohibited from hiring persons who contact Buyer directly or who respond to general solicitations for employment made through public media sources. For the avoidance of doubt, Seller shall be responsible for all issues arising in regards to the employment of such persons prior to the Closing Date and Buyer shall be responsible for all issues arising in regards to the employment of such persons after the Closing Date.
Employees of Seller. Buyer agrees that any current or former employee of Seller employed or engaged, directly or indirectly, by Buyer shall refrain from providing services to Buyer or any Affiliate of Buyer with respect to Superficial Radiotherapy Technology products (the “SRT Products”) for a period of two years after such individual leaves the employ of Seller, but no more than three years after the date of this Agreement. By way of explanation and not of limitation, nothing in this Section or this Agreement shall prohibit Buyer from employing or engaging any current, former, or future employees of Seller or from accepting services from such employees with respect to the technology transferred to Buyer pursuant to this Agreement, Buyer’s existing or future technologies, or any services other than with respect to the SRT Products.
Employees of Seller. For a period of two (2) years from and after the Closing, the Purchaser will not, and will not permit or cause any of its affiliates to, directly or indirectly, except with the prior written consent of the Seller (which consent may be withheld, delayed or conditioned in Seller’s sole discretion), (i) solicit or encourage any employees of Seller to (A) leave employment with the Seller, or (B) enter into an employment or a service arrangement related to a business that is competitive with Seller’s; or (ii) hire, engage or enter into any service arrangement with any employees of Seller.
Employees of Seller. Notwithstanding anything to the contrary contained in any confidentiality agreement between or among the Parties, this Agreement or any agreements or documents contemplated hereby to be executed by any of the Parties, Buyer or its Affiliates, in its and their sole discretion, may make offers of employment to one or more of the employees listed in Schedule 20.15 (the “Available Employees”). From and after the Execution Date until the Closing Date, Seller shall cooperate with Buyer in permitting Buyer or its Affiliates reasonable access to the Available Employees to: (i) interview during normal business hours; (ii) seek consent to perform background check and drug testing consistent with Buyer’s or its Affiliate’s policies; and (iii) communicate any information concerning employment offers and employment with Buyer or its Affiliates. It is agreed that Seller is responsible for any obligations under the Worker Adjustment and Retraining Notification Act, 29 U.S.C. Section 2101 et seq., or under any similar laws, rules or regulations arising as a consequence of the transactions contemplated by this Agreement.
Employees of Seller. Prior to the Closing, Buyer shall offer employment to Seller’s employees employed in connection with the Business on substantially the same terms and conditions as provided by Seller; provided, however, that the foregoing shall not create any third-party beneficiary rights in any such employee or any other Person.
Employees of Seller. Buyer shall use its best efforts before the Closing Date to interview and communicate at reasonable times with Seller's officers and employees for the purpose of discussing with such officers and employees the possible employment of such persons by Buyer.
Employees of Seller. Except for the employees of Seller identified on Schedule 6.20 (the “Corporate Employees”), all of the individuals who provide services to the Company to enable the Company to conduct the Business as conducted prior to the Closing Date, are employees of the Company. Except as shown on Schedule 6.20, the Seller has no written or oral Employment Contracts with employees who provide services to the Company. Neither Seller nor the Company has any notice that any of the Seller’s employees who provide services to the Company has any plan to terminate his or her employment. Seller shall terminate all of the Corporate Employees as of the Effective Time and shall pay all compensation and benefits Membership Interest Purchase Agreement 14. due such employees through the Effective Time, including, without limitation, compensation for paid time off.
Employees of Seller. For a period of two years from the Closing Date, Buyer shall not (A) solicit, recruit or hire any employee of Seller or an affiliate of Seller or (B) solicit or encourage any employee of Seller or an affiliate of Seller to leave the employment of Seller or such affiliate; provided, however, that nothing herein shall limit in any manner Buyer's ability to continue the employment as of the Closing of any employee of the Company.
