Employees of Seller Sample Clauses

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," which term means the Seller's employees at the local store, dual manager, group manager, district merchandiser, district manager, senior district merchandiser and senior district manager levels who are employed by the Seller up to the day prior to the Closing, except (i) those employed at any of the Closeout Stores and (ii) any temporary or seasonal employees. The Buyer shall have no obligation to employ any other employees of the Seller, and shall have no other obligation or liability to any employees arising out of the termination by the Seller of the employment of any such employees as a result of the transactions contemplated by this Agreement, all of which obligations and liabilities, if any, shall be the sole responsibility of the Seller. Without limiting the generality of the foregoing, each Selling Entity shall jointly and severally indemnify and save harmless the Buyer from and against any and all liabilities and obligations of Xxxxx or any Selling Entity to its current or former employees, consultants, salesmen and others providing services to Xxxxx or any Selling Entity relating to their services prior to the Closing or arising as a consequence of the Closing, including, without limitation, (w) wages, salaries, bonuses and any other direct compensation, (x) Xxxxx or any Selling Entity's obligations and liabilities under any retirement, deferred compensation, pension, profit-sharing or other employee benefit plan (including, without limitation, the Benefit Plans and Multiemployer Plans in accordance with Section 11.1), (y) any severance or termination pay or benefit arrangement or agreement, any accrued vacation pay, any life, health, or disability insurance or benefits, worker's compensation and any other employee benefits or other liabilities relating to Xxxxx or any Selling Entity `s current or former employees or other service providers, and (z) any and all liabilities and obligations arising out of the Worker Adjustment and Retraining Notification Act ("WARN") or any similar state Law, the Comprehensive Omnibus Budget Reconciliation Act ("COBRA"), and any othe...

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. 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. 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. Buyer shall offer at-will employment, effective as of and subject to the Closing, to substantially all employees of Seller who are known by Buyer to be employed by Seller immediately prior to the Closing (all such persons to be offered employment by Buyer being hereinafter referred to as the “Applicable Employees”). Seller and Shareholder shall use their best efforts to get the Applicable Employees to accept such offer.

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. 17 8.6 Consents and Approvals......................................17 8.7 No Material Adverse Change..................................17 Section 9.

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. Before or upon the Closing Date, Seller shall have terminated all of its Employees and Seller shall have presented Purchaser a list of all accrued vacation or other compensation claims payable to Seller's Employees accrued as of the Closing Date. Seller will tender to Purchaser written evidence in a form reasonably satisfactory to Purchaser of the termination of that employment relationship with Seller and the release by the Employees of any and all claims against Seller (the "Employee Releases").

Employees of Seller. (a) Purchaser shall have the right, but shall not be obligated, to hire or otherwise establish an independent contractor, consultant or other business relationship with (collectively "Hire") any employees of Seller, but shall have no right to Hire any employees of Seller's licensing operations unless and until the closing of the transactions contemplated under this Agreement are consummated, although Purchaser shall not be restricted from making offers to Hire such employees provided such offers are conditioned on the consummation of such closing. Purchaser shall provide to Seller reasonable advance written notice of any employee of Seller to whom Purchaser intends to extend an offer to Hire and shall keep Seller informed of the status of any such offer and the acceptance thereof. (b) In the event that Seller shall notify Purchaser in writing that any employees of Seller who are not represented by a labor organization to whom Purchaser intends to extend or shall have extended an offer to Hire shall be, in the commercially reasonable judgment of Mr. Frank Mori, necessary to the wind-down of Seller's business xx xxxxxxxxxxxx by this Agreement, the Omnibus Agreement and the License Agreement, Seller and Purchaser shall in good faith attempt to agree upon a sharing arrangement with respect to such employees on terms and conditions reasonably acceptable to both Seller and Purchaser; provided, that any such sharing arrangement shall contain, among other things, the following terms: (i) within thirty (30) days of receipt by Purchaser from Seller of vouchers and/or receipts or other documentation reasonably requested by Purchaser, Purchaser shall reimburse Seller with respect to the services of any employee of Seller who shall perform services for Purchaser pursuant to any such sharing arrangement in an amount equal to the pro rata portion of such employee's salary based upon the portion of such employee's working time spent in performing such services, and (ii) if Purchaser shall fail to reimburse Seller for such pro rata portion of the salary of any shared employee as provided above in this Section 11.08(b), and such failure shall continue for a period of three (3) Business Days after Seller shall have notified Purchaser, in accordance with Section 14.01 hereof, of such failure, Seller shall have the right to terminate the sharing arrangement with respect to such employee. In such event, except for the pro rata portion of the salary of such employee that Purchas...