Employees of the Sellers Sample Clauses

Employees of the Sellers. Purchaser acknowledges that the Sellers intend to give its employees at least two weeks' notice prior to the Closing Date. Sellers acknowledge and agree that COBRA extension insurance coverage will be offered to all employees who are terminated upon the Closing.
AutoNDA by SimpleDocs
Employees of the Sellers. Schedule 2.14 contains a list ------------------------ ------------- as of a recent date, by Hospital, of each Seller's Hospital employees and the employees of CPC of Texas and CRC San Antonio, their current salary or wage rates and department of such employees earning greater than $50,000 per annum. Except for annual raises granted consistently with prior practices of Sellers, CPC of Texas or CRC San Antonio, since November 30, 1995, there has not been any increase in the compensation payable or to become payable by any Seller or by CPC of Texas or CRC San Antonio to any of its officers, employees or agents, or any bonus payment or arrangement made to or with any such person, other than bonuses paid in accordance with Sellers' established bonus programs. No Seller has and CPC of Texas and CRC San Antonio have not incurred any liability, or, to the best Knowledge of Sellers, taken or failed to take any action that will result in any liability, in respect of any failure to comply with the Fair Labor Standards Act or any other applicable laws dealing with minimum wages or maximum hours for employees. Except for employees subject to collective bargaining agreements referred to in Schedule 2.15 or as set forth on ------------- Schedule 2.14, all employees of each of the Sellers and CPC of Texas or CRC San ------------- Antonio are terminable at will. Sellers agree to provide Purchaser with such information as is required in order to comply with the Worker Adjustment and Retraining Notification Act (the "WARN Act").
Employees of the Sellers. Schedule 3.11 sets forth a list, by Acquired Location, of each employee of each of the Sellers employed in the Acquired Business, their current salary or wage rates, and job title or summary of responsibilities. Each of such employees is terminable at will, and there is no employment agreements, independent contractor agreements, severance agreements, change of control agreements, non-competition agreements or similar agreements between any of such employees and any of the Sellers or their subsidiaries. Except as could reasonably be expected to not have a Material Adverse Effect, none of the Sellers or their subsidiaries has incurred any liability, or taken or failed to take any action that would reasonably be expected to result in any liability on the part of any of the Sellers or their subsidiaries, in respect of any failure to comply with the Fair Labor Standards Act or any other applicable laws dealing with minimum wages or maximum hours for such employees.
Employees of the Sellers. Buyer represents that it intends to offer employment to those employees of the Sellers listed on Schedule 6.1 attached hereto.
Employees of the Sellers. Subject to applicable Law, the Sellers shall remain responsible for the payment of severance and other similar compensation or benefits required by Law with respect to its employees that are, or may become, payable in connection with the consummation of the transactions contemplated by this Agreement and the Operative Agreements. The parties hereto acknowledge and agree that the transactions contemplated herein and in the Operative Agreements do not contemplate the transfer of an on-going business in favor of the Purchaser, but rather only the transfer of the Acquired Assets, as per the terms of this Agreement.

Related to Employees of the Sellers

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • EMPLOYMENT OF THE SUB-ADVISOR In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the Sub-Advisor to manage the investment and reinvestment of those assets of the Fund allocated to it by the Advisor (the "Fund Assets"), subject to the control and direction of the Advisor and the Trust's Board of Trustees, for the period and on the terms hereinafter set forth. The Sub-Advisor hereby accepts such employment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation herein provided. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Investment Advisers Act of 1940 and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. The Sub-Advisor shall for all purposes herein be deemed an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund.

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenants with each Underwriter as follows:

  • ACTIVITIES OF THE SUB-ADVISOR It is understood that the Sub-Advisor may perform investment advisory services for various other clients, including other investment companies. The Sub-Advisor will report to the Board of Trustees of the Trust (at regular quarterly meetings and at such other times as such Board of Trustees reasonably shall request) (i) the financial condition and prospects of the Sub-Advisor, (ii) the nature and amount of transactions affecting the Fund that involve the Sub-Advisor and affiliates of the Sub-Advisor, (iii) information regarding any potential conflicts of interest arising by reason of its continuing provision of advisory services to the Fund and to its other accounts, and (iv) such other information as the Board of Trustees shall reasonably request regarding the Fund, the Fund's performance, the services provided by the Sub-Advisor to the Fund as compared to its other accounts and the plans of, and the capability of, the Sub-Advisor with respect to providing future services to the Fund and its other accounts. At least annually, the Sub-Advisor shall report to the Trustees the total number and type of such other accounts and the approximate total asset value thereof (but not the identities of the beneficial owners of such accounts). The Sub-Advisor agrees to submit to the Trust a statement defining its policies with respect to the allocation of business among the Fund and its other clients. It is understood that the Sub-Advisor may become interested in the Trust as a shareholder or otherwise. The Sub-Advisor has supplied to the Advisor and the Trust copies of its Form ADV with all exhibits and attachments thereto (including the Sub-Advisor's statement of financial condition) and will hereafter supply to the Advisor, promptly upon the preparation thereof, copies of all amendments or restatements of such document.

  • Expenses of the Selling Stockholders The Selling Stockholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • Duties of the Sub Advisor The Sub-Advisor will provide the following services and undertake the following duties:

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • Expenses of the Selling Shareholders The Selling Shareholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • Agreements of the Company The Company agrees with the several Underwriters as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.