Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 2 contracts
Samples: Purchase Assets and Assume Liabilities (Bank Plus Corp), Bank Plus Corp
Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7a) At least forty-five (45) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date, Seller shall provide Buyer with an up-to-date list of Employees. Buyer agrees that it shall make an offer of employment to (i) those Employees who, on the Closing Date, are actively at work or on temporary leave for purposes of jury or annual two-week national service/military duty, on vacation or on a regularly scheduled day off from work (“Eligible Employees”), and (ii) to those Employees who, on the Closing Date, are on maternity or paternity leave, military leave with veterans reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or long-term or short-term disability or medical leave (“Leave Employees”); provided, however, that any offer of employment to, and any employment by Buyer or any of its Affiliates of, an Eligible Employee or a Leave Employee shall be subject to the Closing and to Buyer’s standard employment requirements, including satisfactory completion of pre-employment background checks and drug screening. Such offers of employment for Eligible Employees and Leave Employees shall be made on or before the Closing Date and (i) as to Eligible Employees, will be effective as of the Effective Time, and (ii) as to Leave Employees, will be effective upon each such Leave Employee’s return to active employment; provided, that, as to Leave Employees, such return occurs within 12 months after the Effective Time, other than those Employees on military duty or leave. Seller and Buyer shall coordinate the transition of the employment of those Leave Employees who are on vacation as of the Effective Time. Such offers of employment shall be made on substantially the same terms and conditions, including benefits, as exist for similarly-situated employees of Buyer and contain no reduction in base salary or wages for any such offered Employee from the base salary or wages in effect for such Employee with Seller immediately prior to his or her Hire Date (or immediately prior to taking leave from Seller if such offered Employee is a Leave Employee), including the offer to participate in the Buyer Benefit Plans as provided below. Those Eligible Employees and Leave Employees described in this Section 7.8(a) who accept Buyer’s offer of employment made pursuant to this Section 7.8(a) and become employees of Buyer shall be herein referred to as the “Transferring Employees.”
Appears in 2 contracts
Samples: Asset Purchase Agreement (Allegheny Energy, Inc), Asset Purchase Agreement (Allegheny Energy, Inc)
Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7a) days after the transaction is communicated by the Seller to the Seller's Employees. Seller Purchaser agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated offer employment to, personally interview each or cause Purchaser's Parent to offer employment, commencing as of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assumingall of the employees employed at, nor shall it have responsibility for or whose work responsibilities involve principally the continuation operation of, the Plant, which employees are listed on Schedule 7.14(a), as amended between the date of this Agreement and the Closing Date to reflect any changes in the identities of work force personnel, it being understood that any such change shall not be deemed to be material for purposes of Section 10.5; provided, however, that such offer shall be subject to each such employee's satisfaction of reasonable customary hiring requirements of Purchaser or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintainedPurchaser's Parent, as the case may be, by Seller; which shall be limited to background checks and post-offer drug screening and the execution of customary employee agreements regarding confidentiality, inventions and the like, and shall contain the base salary and incentive compensation and replacement welfare plans that are set forth on Schedule 7.14(c). Purchaser or (iiPurchaser's Parent shall continue to provide base salary and incentive compensation at not less than then the levels set forth on Schedule 7.14(c) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one eighteen (118) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer months after the Closing as Date and shall maintain replacement welfare plans that are substantially similar when considered in the aggregate to the replacement welfare plans set forth on Schedule 7.14(c) for a period of eighteen (18) months after the Closing Date. Each such employee who is offered and accepts employment with Purchaser or Purchaser's Parent will be referred to herein as a "Transferred Employee." With regard to the calendar year which includes the Closing Date, Purchaser shall pay Transferred Employees the amount of any annual incentive earned and payable under the terms of an annual incentive plan of Purchaser or Purchaser's Parent that offers incentive compensation in this Section 12an amount and terms meeting the standards specified above, prorated based on the portion of the full calendar year from the Closing Date to December 31, 2004. Such training Purchaser agrees that it shall be also pay the reasonable relocation costs of any Transferred Employee who shall relocate at Purchaser's or Purchaser's Parent's request during the expense period of Buyer and shall be conducted on Saturday or 18 months after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Ormat Technologies, Inc.), Purchase and Sale Agreement (Ormat Technologies, Inc.)
Employees. Buyer If the closing occurs, the Purchaser shall be entitledfree to hire such persons, but is whether or not requiredemployees of the Seller or the Business, on such terms and conditions of employment as the Purchaser shall determine in the exercise of its sole discretion, and nothing in this Agreement shall establish any enforceable rights, legal or equitable, in any Person other than the parties hereto, including, without limitation, any employee of the Seller or the Business or any beneficiary of such employee. Any claim, including any claim for benefits, asserted by or on behalf of any Person with respect to meet such Person's employment by the Purchaser shall be governed solely by applicable employment policies and employee benefit plans, if any, which the Purchaser may adopt after the Closing, as construed in accordance with applicable Federal and state law. The Seller has delivered to the Employees employed at Seller's Branch no later than Purchaser a true and complete list (including names, titles, job descriptions, compensation, date of hire, and full vs. part-time status) of all employees of the Business on the effective date specified in such notice. At least seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date, the Purchaser shall notify Seller in writing which of such employees (if any) the Purchaser does not intend to hire after the Closing. The Seller shall be fully liable for the employment (or termination or severance thereof) of any persons listed in such Purchaser's notice. In addition, the Seller shall be liable for, and shall pay, all wages, salaries, payroll taxes and employee benefits, including without limitation, vacation, due, owing or accrued for all employees of the Business through the Closing. In particular, Seller shall provide and continue to provide all continuation coverage under its group health plans required by ERISA, the Code and applicable Law for (i) Seller's employees who terminate employment with Seller before the Closing Date and (ii) Seller's employees who terminate employment with Seller as of the Closing Date and whom Purchaser does not immediately employ. All claims incurred or liabilities asserted under Seller's Employee Benefit Plans shall be the responsibility of Seller and Purchaser shall not have any liability with respect to such claims or liabilities.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Pantry Inc), Asset Purchase Agreement (Pantry Inc)
Employees. Buyer (a) Purchaser shall be entitledmaintain the Cash Incentive Bonus Award Plan and other incentive compensation plans set forth in Section 6.13 of the Disclosure Schedule (collectively, but is the "Current Incentive Plans") for those persons employed by Gentek Holdings or any of its Subsidiaries immediately prior to the Closing, including those employees on vacation, leave of absence, disability or sick leave or layoff (whether or not requiredsuch employees return to active employment with Gentek Holdings or any of its Subsidiaries) (each, a "Transferred Employee", and collectively, the "Transferred Employees") (if applicable) and any other service providers of Gentek Holdings or any of its Subsidiaries participating in the Current Incentive Plans immediately prior to meet Closing (subject to the terms of the Current Incentive Plans) through December 31, 2003, and shall make the payments (including any amounts accrued thereunder as of the Closing) contemplated by the applicable Current Incentive Plans (if applicable) in accordance with the Employees employed at Seller's Branch no later than seven payment schedule pursuant to which Purchaser makes comparable payments under its own incentive plans. If a participant in any Current Incentive Plan is terminated without "cause" or resigns for "good reason" (7in each case as such terms are defined in the applicable Current Incentive Plan or, if not so defined, as reasonably determined by Purchaser in good faith) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each Closing, he or she will be vested in a portion of the Employees employed at Seller's Branch within seven (7) days benefit under the applicable Current Incentive Plan accrued as of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer termination, or, if not so accrued, to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees portion of the Branch will annualized payment that such participant would have their earned compensation paid in full by Seller through received under the Closing Dateapplicable Current Incentive Plan, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated multiplied by the Employee. Buyer shall have number of days such person was an employee during the right but not the obligation prior to the Closing to provide training to any Employees that will become employees calendar year of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer2003, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained divided by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date365.
Appears in 2 contracts
Samples: Stock Purchase Agreement (AMH Holdings, Inc.), Stock Purchase Agreement (Associated Materials Inc)
Employees. Buyer If the Closing occurs, the Purchaser shall be entitledfree to hire such persons, but is whether or not requiredemployees of the Seller or the Business, on such terms and conditions of employment as the Purchaser shall determine in the exercise of its sole discretion, and nothing in this Agreement shall establish any enforceable rights, legal or equitable, in any Person other than the parties hereto, including, without limitation, any employee of the Seller or the Business or any beneficiary of such employee. Any claim, including any claim for benefits, asserted by or on behalf of any Person with respect to meet such Person's employment by the Purchaser shall be governed solely by applicable employment policies and employee benefit plans, if any, which the Purchaser may adopt after the Closing, as construed in accordance with applicable Federal and state law. The Seller has delivered to the Employees employed at Seller's Branch no later than Purchaser a true and complete list (including names, titles, job descriptions, compensation, date of hire, and full vs. part-time status) of all employees of the Business on the date of such notice. At least seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date, the Purchaser shall notify Seller in writing which of such employees (if any) the Purchaser does not intend to hire after the Closing. The Seller shall be fully liable for the employment (or termination or severance thereof) of any persons listed in such Purchaser's notice. In addition, the Seller shall be liable for, and shall pay, all wages, salaries, payroll taxes and employee benefits, including without limitation, vacation, due, owing or accrued for all employees of the Business through the Closing. In particular, Seller shall provide and continue to provide all continuation coverage under its group health plans required by ERISA, the Code and applicable Law for (i) Seller's employees who terminate employment with Seller before the Closing Date and (ii) Seller's employees who terminate employment with Seller as of the Closing Date and whom Purchaser does not immediately employ. All claims incurred or liabilities asserted under Seller's Employee Benefit Plans shall be the responsibility of Seller and Purchaser shall not have any liability with respect to such claims or liabilities.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Pantry Inc), Asset Purchase Agreement (Pantry Inc)
Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7a) days after the transaction is communicated by the Seller Prior to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of Effective Time, the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller Company shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole pay all compensation and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on benefits earned through or prior to the Closing Effective Time as provided pursuant to the terms of any compensation arrangements, employment agreements and employee or director benefit plans, programs and policies in existence as of the date hereof for all employees (and former employees) and directors (and former directors) of the Company and its subsidiaries, as well as all compensation and benefits earned and required to be paid prior to the Effective Time pursuant to the terms of an individual agreement with any employee, former employee, director or former director in effect as of the date hereof, it being understood that the amounts payable in the three sale incentive bonus pools shall not exceed the amounts set forth in Schedule 5 of the Disclosure Schedule. (b) During the period from the Effective Time until the first anniversary thereof (the "Employment Continuation Period"), Parent shall provide for each employee of the Surviving Corporation or its subsidiaries (each, an "Employee"), so long as he or she is actively employed by the Surviving Corporation (or as required by law), and for each former employee of the Company or one of its subsidiaries, to the extent such person has rights thereto immediately prior to the Effective Time (collectively, "Company Employees") (i)(A) to continue to participate in the Company's welfare benefit plans and the Company's compensation plans, employee incentive programs and bonus plans (including, without limitation, those specified hospitalization, medical, prescription, dental, disability, salary continuation, vacation, accidental death, travel accident, and individual or group life or other insurance) (each, a "Company Plan"), as each such Company Plan is in effect on the date of this Agreement (without modification or amendment) during the period commencing at the Effective Time through December 31, 1998, and (B) during the period commencing January 1, 1999 through the first anniversary of the Effective Time, the Surviving Corporation shall provide the Company Employees with benefits that are at least as valuable in the next paragraphaggregate to such Company Employee as the benefits provided to employees of Parent and its Affiliates in comparable positions of employment, to waive any pre-existing condition clause or waiting period requirement in such welfare benefit plans or programs and to give credit for deductible amounts and co-payments paid by a Company Employee during the current deductible year prior to the Effective Time; (ii) participation in such tax-qualified retirement plans of Parent (or an Affiliate of Parent). Nothing contained , which shall provide in the aggregate benefits that are at least as valuable as the benefits provided to employees of Parent and its Affiliates in comparable positions of employment, and to grant each Company Employee credit under such plans, for eligibility and vesting purposes, for such Company Employee's service with the Company and its Affiliates prior to the Effective Time, except to the extent it would result in a duplication of benefits with respect to the same period of service; and (iii) participation in such other benefit plans and programs of Parent and its Affiliates (including without limitation, bonus, deferred compensation, incentive compensation, stock purchase, stock option, excess and supplemental retirement, severance or termination pay, and fringe benefits) which, in the aggregate will provide benefits to 19 23 Company Employees which are no less favorable in the aggregate under those provided to employees of Parent and its Affiliates in comparable positions of employment; provided, however, that except as set forth in clause (i)(A) above nothing herein is to be construed as offering shall prevent the amendment or creating an employment contract for termination of any such Employee specific plan, program or any other amendment or interfere with the Surviving Corporation's right or obligation to employ make such Employeeschanges as are necessary to conform with applicable law. All Employees of Notwithstanding anything in this Agreement to the Branch will have their earned compensation paid in full by Seller through contrary, Parent shall cause the Closing Date, including but not limited Surviving Corporation to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: honor (without modification) and assume (i) any the written employment contractagreements, collective bargaining agreementseverance agreements, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms indemnification agreements with existing directors and officers of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or Company and (ii) any "employee benefit plan" incentive arrangements and other agreements listed in Schedule 5 of the Disclosure Schedule, all as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at effect on the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination date of this Agreement. HoweverNothing in this Section 6.7 shall require the continued employment of any person, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing or, except as set forth in this Section 126.7, prevent the Company and/or the Surviving Corporation and their subsidiaries from taking any action or refraining from taking any action which the Company and its subsidiaries prior to the Effective Time could have taken or refrained from taking. Such training The parties agree that Company severance plans and policies in effect as of the date hereof shall remain in effect for at least the one-year period commencing at the Effective Time. During such one-year period, any Company Employee whose employment is terminated by the Surviving Corporation or any of its subsidiaries (other than a Company Employee terminated for cause or a Company Employee who is a "site" Employee terminated upon the cancellation of an outsourcing agreement, which employees shall only be entitled to severance benefits, if any, provided to employees of Parent (or an Affiliate of Parent ) in comparable positions of employment under similar circumstances) shall be at deemed to have been terminated as a result of a change of control of the expense Company. For purposes of Buyer this Section 6.7 a termination for "cause" shall include a termination for deficient performance or for material violations of any Company policy. The provisions of this Section 6.7 are intended for the benefit of, and shall be conducted enforceable by, current and former employees, officers and directors of the Company and their respective heirs and legal representatives and shall be binding on Saturday or after business hours at a location other than the Branchall successors and assigns of Parent. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.6.8
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bowne & Co Inc), Agreement and Plan of Merger (Bowne & Co Inc)
Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each As of the Employees employed at Seller's Branch within seven Closing Date (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees or as soon as practicable after possible thereafter as permitted by the initial meeting with Employees employed at Laws of any country other than the Seller's Branch. Buyer shall be entitledUnited States), but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) Genworth shall, or shall cause its applicable Affiliates to, continue to employ as a successor employer all of the employees (including statutory employees) of the Companies (other than the GEIH Business Employees described below), including all such employees who have rights of employment on return from any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options leave or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintainedabsence (all such employees hereinafter referred to as “Company Employees”), as the case may be, by Seller; or and (ii) GE shall, or shall cause its applicable Affiliates (other than the Companies) to, transfer all employees not employed by the Companies but assigned to the Genworth Business, including all such employees who have rights of employment on return from any "employee benefit plan" leave or other absence (all such employees hereinafter referred to as defined in Section 3(3“Transferred Employees”) of ERISA which is subject to any provision and Genworth shall, or ERISA and is maintainedshall cause its applicable Affiliates to, administered or contributed to by Selleremploy as a successor employer the Transferred Employees. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination For purposes of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However(i) all Company Employees, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer (ii) all Transferred Employees, and (iii) those individuals hired after the Closing Date by the Genworth Business shall collectively be referred to as set forth in this Section 12. Such training “Employees.” Any Liabilities relating to Transferred Employees shall be at deemed to be Liabilities of Genworth for all purposes with effect from the expense Closing Date notwithstanding the fact that certain Transferred Employees shall only be transferred following the Closing Date as permitted by the Laws of Buyer and shall be conducted on Saturday or after business hours at a location any country other than the BranchUnited States. At As of the request Closing Date (or as soon as possible thereafter as permitted by the Laws of Buyerany country other than the United States), Seller Genworth also agrees, or shall compensate Employeescause its applicable Affiliates, in accordance with Seller's customary policies to assume the obligations of any works council agreement covering the Employees employed by the Companies outside of the United States. Notwithstanding the foregoing, any employee who is employed by GEI and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior assigned to the Genworth Business on or after the Closing Date shall become an Employee on the Trigger Date.
Appears in 2 contracts
Samples: Employee Matters Agreement (Genworth Financial Inc), Employee Matters Agreement (Genworth Financial Inc)
Employees. (a) No later than 20 Business Days after the date of this Agreement, Buyer shall provide to Seller Parent a list of Business Employees that Buyer intends to hire as of the Closing Date (the “Listed Employees”). No later than 20 Business Days after the date of this Agreement, Buyer or an Affiliate of Buyer shall offer employment, effective as of the Closing Date, to each Listed Employee. Each Listed Employee who accepts such offer of employment and who commences employment with Buyer or an Affiliate of Buyer as of the Closing Date shall be entitledreferred to herein as a “Continuing Business Employee.” Buyer shall have sole Liability for any Losses arising out of or resulting from any claims brought by any Business Employee resulting from or attributable to the sharing of information to assist in the selection of those Business Employees to receive offers of employment from Buyer. Buyer will not have any Liability or responsibility for, and Sellers and their Affiliates will have sole Liability and responsibility for, any and all severance pay, change of control amounts and other employment termination or contract obligations for all employees of Sellers or their Affiliates regardless of whether such employees become Continuing Business Employees hereunder; provided, that Buyer will reimburse to Sellers or their Affiliates, as applicable, promptly upon demand, all severance pay amounts actually paid by them in accordance with Sellers’ severance pay policy as set forth on Schedule 6.10(i) to any Business Employee who is not a Continuing Business Employee but is not required, to meet with the Employees employed hired by Buyer or its Affiliates at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller any time prior to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable date that is six months after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer Sellers will have sole Liability and responsibility for, and shall make pay at or prior to the Closing or, with respect to any offers portion of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date compensation of such offer to accept or decline the employment offer. Beginning Business Employee, on the applicable employer’s next regularly scheduled compensation date on which applicable to such compensation, all base salary, commissions, incentive, performance or other bonuses, paid time-off and other amounts payable (or to become payable) to any Continuing Business Employee in respect of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on services performed or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against paid time-off accrued at any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees time on or prior to the Closing (including, without limitation, those specified in the next paragraph)Date. Nothing contained herein is in this Agreement shall preclude Seller or its Affiliates from terminating the employment of any Business Employee for cause prior to be construed the Closing, nor, from and after the date on which Buyer offers employment to the Listed Employees as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummatedSection 6.10(a), from terminating for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any reason any Business Employee who was employed by Seller at is not a Listed Employee or in conjunction with the Branch before the termination who is a Listed Employee but does not accept Buyer’s offer of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Dateemployment.
Appears in 2 contracts
Samples: Purchase Agreement (Tower Group, Inc.), Purchase Agreement (OneBeacon Insurance Group, Ltd.)
Employees. (a) Buyer shall be entitledoffer employment, but is not requiredcommencing as of the Closing, to meet with the all Palisades Employees and Big Rock ISFSI Employees employed at Seller's Branch immediately prior to the Closing, which Palisades Employees and Big Rock ISFSI Employees are set forth on Schedule 6.10(a), as amended between the Effective Date and the Closing Date to reflect any changes in the identities of work force personnel. Notwithstanding the foregoing any individual who is absent from service due to illness, leave of absence, military service or otherwise on the Closing Date shall not be considered a Palisades Employee or a Big Rock ISFSI Employee (and shall not be entitled to any wages, compensation, or benefits from Buyer) unless or until such individual returns to work and is actively employed by Buyer no later than seven fifty-two (752) days after weeks from the transaction is communicated date his/her leave began or such later date as required by Law or the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer Collective Bargaining Agreement, in which case any wages, compensation, or benefits eligibility shall be entitledprospective only, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such individual's active employment with Buyer. Each offer of employment made by Buyer to accept a Palisades Employee or decline a Big Rock ISFSI Employee shall be consistent with the standard hiring practices and employment offer. Beginning on prerequisites of Buyer (applied consistent with Buyer's past practices), and to the date on which receipt by Buyer of confirmation from Seller or NMC that such individual (i) is currently performing and is qualified, licensed, certified, or trained in accordance with any applicable requirement of Seller's Employees are hired Governmental Authority to perform the duties and responsibilities of his or her current job assignment or the position to be offered to him or her by Buyer; and (ii) has the appropriate nuclear power plant access authorization. At the Closing, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to the Collective Bargaining Agreement and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and assume all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior NMC's obligations under the Collective Bargaining Agreement with respect to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed each Bargaining Unit Transferred Employee as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Datedate he or she commences employment with Buyer, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assumingthe provision of retirement and insurance benefits, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms remainder of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) term of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Sellerthe Collective Bargaining Agreement. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter For purposes of this Section 12.16.10, Buyer shall include any Affiliate of Buyer which approval offers employment to Palisades Employees or Big Rock ISFSI Employees. Buyer does not assume any Liability under the Collective Bargaining Agreement or otherwise with respect to any Palisades Employee unless and until he or she becomes a Transferred Employee. Buyer's agreement to offer employment to the Palisades Employees and Big Rock ISFSI Employees under this Section 6.10(a) shall not constitute an employment agreement or contract with any Palisades Employee or Big Rock ISFSI Employee, and each Transferred Employee shall be unreasonably withheld. This Agreement may be amended or terminated without liability an "at-will" employee, subject to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Collective Bargaining Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Dateif applicable.
Appears in 2 contracts
Samples: Asset Sale Agreement (CMS Energy Corp), Asset Sale Agreement (CMS Energy Corp)
Employees. Buyer (a) Except as set forth on Exhibit 4.5 or as otherwise agreed by the Company and AT&T PCS, on or before thirty (30) days prior to the Closing Date, the Company shall offer each of the employees of AT&T PCS rendering services exclusively to the System employment with the Company after the Closing Date on terms consistent with the Company's standard policies (each such employee other than any person that the Company and AT&T PCS agrees shall not be entitledso offered employment by the Company, but an "Employee"). Notwithstanding the foregoing, the Company shall offer each Employee comparable employment, whereby the Employee's duties and responsibilities are not significantly reduced, the Employee's base pay is not requiredreduced by more than 10%, and the Employee is not transferred to meet a new facility located more than 50 miles from such Employee's current work site, except that the Company shall, as a condition of such offer of employment, be permitted to require any Employee to relocate to the Richmond, Virginia area. Upon reasonable notice, AT&T PCS shall provide the Company with access to the Employees during normal business hours throughout the period from the date hereof through the Closing Date, for the purpose of interviewing such employees, negotiating with the Employees employed at Seller's Branch no later than seven (7) days regarding their salary and other terms of employment, and providing transition training for those employees continuing in employment after the transaction is communicated by the Seller to the Seller's Closing Date ("Continuing Employees"). Seller AT&T PCS agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially all reasonable efforts to obtain such consent from each of its assist the Company in employing the Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyerand, in its sole and absolute discretionthis regard, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective terminate the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing Date. Upon such termination, AT&T PCS shall pay each Employee all amounts due and owing such Employee in respect of salary or benefits (includingincluding severance benefits, without limitation, those specified in if any) relating to the next paragraphEmployee's employment by AT&T PCS. AT&T PCS waives any claims against the Company or any Employee arising from such employment of the Continuing Employees of the Company (including arising from any employment agreement or noncompetition agreement). Nothing contained herein is in this Agreement shall confer upon any Employee any right with respect to be construed as offering continued employment by AT&T PCS or creating an employment contract for the Company. No provision of this Agreement shall create any such Employee or third-party rights in any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation ofEmployee, or any liabilities under beneficiary or in connection with: (i) any employment contractdependent thereof, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred with respect to the compensation, bonuses, stock options terms and conditions of employment and benefits that may be provided to such Employee by the Company or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) under any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at plan that the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement Company may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Datemaintain.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Triton Management Co Inc), Asset Purchase Agreement (Triton PCS Holdings Inc)
Employees. Buyer shall be entitled, but is not required, to meet with Schedule 14.1 contains a list of all employee positions of Seller Group employed exclusively in the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each operation of the Employees employed at Seller's Branch within seven Properties and the FrontStreet Gathering System. Within three (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (53) Business Days from after the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2Signing Date, Seller shall indemnify provide to Buyer a list (the “Employee List”) of all employees of Seller Group who fill those positions other than the Excluded Employees (as hereinafter defined) (collectively, the “Employees”), including positions of employees who are receiving short-term disability benefits or are on family and hold harmless Buyer and Buyer's officersmedical, directorsmedical/long-term disability, employees, agents and representatives from and against any and all obligations administrative or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee military leave or any other obligation type of leave that entitles the employee to employ such Employees. All Employees reinstatement upon completion of the Branch will have their earned compensation paid in full by leave under the applicable leave policies of Seller through or its Affiliates (collectively, “Leave”). The Employee List shall include for each Employee the Closing current status, job title, seniority date, work location, vacation eligibility, base salary, bonus target, and long-term incentive target. Within three (3) Business Days after the Signing Date, including but not limited Seller shall provide to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for a list (the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3“Excluded Employee List”) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval employees of Seller before sending any communications to any Employee Group who are employed at exclusively in the Branch concerning operation of the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee Properties who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where made available to Buyer or Buyer’s Affiliates for interview or employment (collectively, the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate “Excluded Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")”). Seller shall cooperate with Buyer be entitled to make such Employees available for such training update the Employee List as necessary at any time prior to the Closing Dateexpiration of the Transition Period to reflect any and all employment changes. Notwithstanding anything that may be contained in Sections 14.2 and 14.3 below, Seller Group reserves the right to make employment offers to any of the Employees as well as the Excluded Employees prior to the end of the Transition Period.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Linn Energy, LLC)
Employees. (a) Buyer is not assuming any, and the Company shall after Closing have no further, obligations under Employee Welfare Benefit Plans covering the Company’s employees and their dependents which have been or are sponsored by Seller or in which the Seller participates. At Closing, coverage for the Company’s employees retained by the Company and their dependents under Seller’s Employee Welfare Benefit Plans will cease and the Company shall have no further obligation to contribute to or reimburse Seller or any other Person for any costs, premiums, fees, assessments, or other charges or payments associated with any Employee Welfare Benefit Plan. Seller or Employee Welfare Benefit Plans sponsored by it are to remain solely responsible for all expenses or claims relating to any period through the date of Closing, including claims made after Closing which are attributable to events occurring on or before Closing, and the Company shall have no liability for such expenses or claims. Without limiting the foregoing, Seller or its applicable Employee Welfare Benefit Plan shall be entitledsolely responsible for any claims for disability, workers compensation or unemployment benefits arising up through the date of Closing. Those employees of the Company who are not actively at work (as that term or similar term is defined in Buyer’s applicable Employee Welfare Benefit Plans) on the date of Closing but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated who are retained by the Seller Company shall continue to the be covered by Seller's Employees’s Employee Welfare Benefit Plans until they return to active work for Company. Seller agrees to give Buyer access to personnel files concerning each For purposes of the Employees employed preceding sentence, an employee who is absent from work on account of a medical condition but who is treated as actively at Seller's Branch within seven (7) days work for purposes of receiving such Employee's written consent for such releaseHIPAA shall be treated as not actively at work. Seller shall use commercially reasonable efforts be solely responsible for health care coverage for any individuals who have continuation coverage or have the ability to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise elect continuation coverage under COBRA as a result of Buyer's employment of such Employees a qualifying event occurring on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to before the Closing (including, without limitation, those specified in the next paragraph)under Seller’s Employee Welfare Benefit Plans. Nothing contained herein is Subject to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as ’s obligations set forth in this Section 12subsection (a), Buyer will make coverage available effective at Closing under a group health care plan of Company or Buyer (a major medical plan) to those current employees of the Company who remain in the employ of Company after Closing and who are currently participants in a group health care plan sponsored by Seller and their dependents who are participants in such plan, with the terms of such plan, the employee contribution rate and the period of coverage determined in the sole discretion of Company or Buyer. Such training Any bonus payments due Employees for the period through the date of Closing shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the BranchSeller’s sole responsibility. At the request of BuyerIn addition, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, issue W-2’s for Company’s Employees for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.period January 1, 2006 through date of Closing
Appears in 2 contracts
Samples: Stock Purchase Agreement (Steel Technologies Inc), Stock Purchase Agreement (American Railcar Industries, Inc./De)
Employees. (a) Buyer shall be entitled(or shall cause its Affiliates to) (i) continue the employment on and, but subject to Section 7.01(d), after each Relevant Closing Date of each Transferred Entity Employee (other than any Transferred Entity Employee who primarily provides services in the United States and is not required, to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated “actively employed” by the Seller applicable Transferred Entity by reason of long term disability immediately prior to the Seller's Employees. Seller agrees Relevant Closing Date (each, a “Retained Employee” )) and (ii) in respect of each Automatic Transfer Employee, accept the transfer of each individual (who does not object to give transfer) to Buyer access or its Affiliates pursuant to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such EmployeesTransfer Regulations, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees (iii) on or prior to the Relevant Closing Date, when and as required by Law, make an offer of employment to each Offer Employee who is actively employed at the Businesses immediately prior to the Relevant Closing Date (including, without limitation, those specified each an “Active Employee”) on the terms set forth in the next paragraphSections 7.01(a) and 7.02(a). Nothing contained herein No later than the Relevant Closing Date, the Sellers shall cause each Transferred Entity that employs any Retained Employees to transfer the employment of all such Retained Employees to a Retained Entity. For this purpose, an Offer Employee shall be considered “actively employed” if immediately prior to the Relevant Closing Date, he or she is not absent from work or is absent from work on account of paid time-off, vacation, sick or personal leave, short-term disability, leave of absence authorized by applicable Law, or military leave; and an Offer Employee shall be considered to not be construed as offering “actively employed” if he or creating she has retired, resigned, is permanently dismissed or is under notice of termination for any reason, or is on long-term disability or absent from work and receiving payments under any permanent health insurance scheme. With respect to any Offer Employee who is not an Active Employee but for whom Sellers have an obligation to recall, rehire or otherwise return to employment under a contractual obligation or Law (each an “Inactive Employee”Inactive EmployeeSection 7.01(a)) and each Retained Employee, Buyer shall offer employment to each such Inactive Employee or Retained Employee effective on the first date such Inactive Employee or Retained Employee is eligible to return to work or otherwise becomes eligible for employment, reemployment, reinstatement or reactivation, provided that with respect to any such U.S.-based Inactive Employee or Retained Employee, such Inactive Employee or Retained Employee is able to return to work within twelve (12) weeks following the Relevant Closing Date, but Buyer may in its sole discretion choose to make an employment contract for offer to any such Inactive Employee or any other obligation Retained Employee effective from or after the Relevant Closing Date and prior to employ such EmployeesInactive Employee’s return to work within twelve (12) weeks following the Relevant Closing Date. All Employees of Sapphire shall, and shall cause any Affiliate to, provide Buyer with an update on the Branch will have their earned compensation paid anticipated return to work date for each Inactive Employee in full by Seller regular intervals sufficient to allow Buyer to comply with its obligations under this Section 7.01(a) and through the date that is twelve weeks following the Relevant Closing Date. With respect to the UK Automatic Transfer Employees, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: Parties (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms intend that such employees will transfer from Sapphire UK ServiceCo to Buyer UK Serviceco with immediate effect from the Principal Closing as a result of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as a service provision change under the case may be, by SellerTUPE Regulations; or and (ii) shall cooperate to prepare or amend services agreements for the provision of the services of the UK Automatic Transfer Employees from Sapphire UK ServiceCo to Jewel UK Newco with respect to the period prior to the Principal Closing (the “Sapphire Services Agreement”) and, separately, Buyer UK Serviceco to Jewel UK Newco in the period following Principal Closing (the “Buyer Services Agreement”), to effect such transfer under the TUPE Regulations, Sapphire shall or shall cause Sapphire UK ServiceCo to provide Buyer with a reasonable opportunity to review and comment on the relevant provisions in the Sapphire Services Agreement prior to its implementation, and Buyer shall or shall cause Buyer UK ServiceCo to provide Sapphire with a reasonable opportunity to review and comment on the relevant provisions in the Buyer Services Agreement prior to its implementation. With respect to Offer Employees located in India, Buyer shall (or cause one of its Affiliate to) make offers of employment that (i) are conditional upon the employment of such Offer Employees with Sapphire or Retained Entity terminating prior to the commencement of employment with Buyer or one of its Affiliates; and (ii) contractually honor such Offer Employees’ continuous service with Sapphire or the applicable Retained Entity. With respect to Offer Employees located in the United Arab Emirates, the Parties shall and shall cause their Affiliates to cooperate to enter into a tripartite agreement between each Offer Employee, Sapphire (or the applicable Retained Entity), and Buyer (or its Affiliate) which shall (i) terminate the employment of such Offer Employee with Sapphire (or the applicable Retained Entity); and (ii) include the Offer Employee’s acceptance of new employment terms with Buyer (or its Affiliate) to commence on the Principal Closing (such terms to be in accordance with Section 7.02(a)); and, in circumstances where an Offer Employee executes such tripartite agreement and becomes a Transferred Employee, Sapphire shall transfer or shall cause the applicable Retained Entity to transfer any "employee benefit plan" as defined accrued end of service gratuity with respect to such Transferred Employee to Buyer or its Affiliate within ten 10 Business Days following the Principal Closing. Notwithstanding anything to the contrary in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.17.01(a), which approval such offers of employment may be made conditioned on the Relevant Closing and on the Offer Employee satisfying Buyer’s or its Affiliate’s generally applicable background checks, drug screens, work authorization verification and similar requirements and other requirements to execute and deliver standard confidentiality, restrictive covenant and similar agreements to the extent permitted by applicable Law. Offer Employees who accept such offer of employment in accordance with its terms, who successfully fulfill the conditions of such offer, and who actually commence active employment with Buyer or any of its Affiliates, Automatic Transfer Employees (who do not object to transfer) and the Transferred Entity Employees are referred to herein as the “Transferred Employees” and Business Employees who are Transferred Employees are referred to herein as “Transferred Business Employees”Transferred Business EmployeesSection 7.01(a); provided, that an Inactive Employee shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for considered a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Transferred Business Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any until such Inactive Employee where the contact actually commences active employment with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees or one of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Dateits Affiliates.
Appears in 1 contract
Samples: Security and Asset Purchase Agreement (Willis Towers Watson PLC)
Employees. Except as otherwise provided herein, Buyer shall assume the obligations of the employment of Seller's Wisconsin and Cleveland based employees ("Employees") as of the Closing Date. Seller shall be entitled, but is not required, responsible for the payment of all amounts due and payable to meet with the Employees employed at Seller's Branch no later than seven (7) days after for accrued vacation, and shall pay the transaction is communicated same on a timely basis for cash elections made by the Seller to the Seller's Employees. Seller agrees shall reimburse Buyer, within ten (10) days following Buyer's demand, for the value of accrued vacation for which Employees elect to give Buyer access to personnel files concerning each be rolled over instead of the paid in cash. For a period of 60 days, until September 30, 2006, Seller shall maintain Employees employed at on Seller's Branch within seven (7) days of receiving such Employee's written consent for such releasepayroll and benefit plans. Seller shall use commercially reasonable efforts submit invoice to obtain such consent from Buyer for Employee' actual payroll costs two business days prior to each pay date, and Buyer shall reimburse Seller within two (2) business days of its invoice date. On a monthly basis, Seller shall submit invoice to Buyer for the cost of monthly benefit premiums and out of pocket costs for Employees, and Buyer shall reimburse Seller within ten (10) days. On or before October 1, 2006, Buyer shall assume direct employment of Employees and Seller will terminate Employee's employment and benefits, unless an extension of these services is mutually agreed upon between Seller and Buyer as soon as practicable after the initial meeting with provided in Section 11. Seller shall maintain Workers Compensation Insurance for Employees employed at the Seller's Branchthrough September 1, 2006. Buyer shall be entitledresponsible for the bonus payments due to the two Cleveland based employees, but is not obligated tothe relocation payment due to one Cleveland based employee, personally interview each and the project manager for the City of Seller's EmployeesCleveland subcontract upon completion of the project, as reflected in Schedule 18 attached to this Agreement. Buyer may offer employment Seller shall have no obligation to retain any of such the Employees which Buyerthrough Closing Date, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective have no obligation to retain the day immediately Employees following the Closing Date. Neither party shall have any liability to the other in the event that an Employee terminates his or her employment with Seller or Buyer shall make at any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyertime, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on either before or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 1 contract
Employees. Buyer The successful full-time applicant shall be entitledallowed a trial period of up to thirty (30) days or up to two hundred and twenty-five (225) hours if part-time, but during which the Hospital will determine if the employee can satisfactorily perform the job. Within this trial period the employee may voluntarily return, or be returned by the Hospital to the position formerly occupied, without loss of seniority. The vacancy resulting from the posting may be filled on a temporary basis until the trial period is completed. A copy of such notice will be forwarded to the Union office and such notice shall contain at least the following information: nature of position, required knowledge and education, ability and skills, shift, and wage and salary rate or range. It is understood that, once posted, the Hospital may in its discretion fill such vacancy on an interim basis. If the position is not required, to meet with the Employees employed at Seller's Branch no later than seven filled within sixty (760) consecutive days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven posting, the Union and the Department Head shall meet to discuss the reason. It is understood that temporary vacancies, the duration of which are not to exceed six (76) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employeesmonths, and hereby agrees which are expected to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, be filled by temporary employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer posted. Employees : Temporary vacancy shall be considered as one that is initiated caused by the Employeeabsence of a full- time employee due to sickness, injury, absenteeism, or a temporary leave of absence authorized by the employer, vacations or a temporary increase in work. Buyer Temporary vacancies will not be posted; however, when filling a temporary vacancy the Hospital shall have the right but not the obligation prior give preference to the Closing senior employee in the Department that can qualify to provide training perform the work to any Employees that be done. If, in the opinion of the Hospital, no such employee is qualified to complete the temporary vacancy, an appointment will become employees be made to a person outside of Buyer after the Closing as set forth in this Section 12Bargaining Unit. Such training Part-time Employees: Temporary vacancy shall be at considered as one that is caused by the expense absence of Buyer and a part- time employee due to sickness, injury, absenteeism, or a temporary leave of absence authorized by the employer, vacations or a temporary increase in work. Temporary vacancies will not be posted; however, when filling a temporary vacancy the Hospital shall give preference to the senior employee in the Department that can qualify to perform the work to be conducted on Saturday or after business hours at a location other than the Branchdone. At the request of Buyer, Seller shall compensate EmployeesIf, in accordance with Seller's customary policies and practicesthe opinion of the Hospital, for no such employee is qualified to complete the Employees' time spent being trained by Buyer and temporary vacancy, an appointment will be made to a person outside of the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing DateBargaining Unit.
Appears in 1 contract
Samples: Collective Agreement
Employees. Buyer shall be entitledSchedule 14.1(A) contains a list (the “Employee List”) of all offshore based employee positions of Seller and its Affiliates occupied by employees of Seller and its Affiliates who work exclusively in the operation of the Properties, but is not required(collectively, the “Employees”) other than the Excluded Employees, including positions of employees who are receiving short-term disability benefits or are on family and medical, medical/long-term disability, administrative or military leave or any other type of leave that entitles the employee to meet with reinstatement upon completion of the Employees employed at Seller's Branch no later than seven leave under the applicable leave policies of Seller or its Affiliates (7collectively, “Leave”). Within three (3) days Business Days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each receipt in full of the Employees Performance Deposit, Seller shall provide to Purchaser an updated Employee List containing for each Employee (other than Excluded Employees) the current job title, work location, monthly base salary or hourly base wage, target bonus or other target incentive compensation level, location of principal place of employment, date of hire and number of years credited under Seller Plans, whether the individual is full-time, part-time or seasonal, the individual’s current work schedule, whether or not the individual is classified as exempt under the Fair Labor Standards Act, whether the Employee will provide services on behalf of Seller during the Transition Period under the Transition Services Agreement, and whether the individual is currently in active service or on Leave. Schedule 14.1(B) contains a list (the “Excluded Employee List”) of offshore based employees of Seller and its Affiliates who are employed at Seller's Branch within seven exclusively in the operation of the Properties who will not be made available to Purchaser or Purchaser’s Affiliates for employment (7) days of receiving such Employee's written consent for such releasecollectively, the “Excluded Employees”). Seller shall use commercially reasonable efforts promptly update the Employee List from time to obtain such consent from each time prior to the expiration of its the Transition Period to reflect any and all employment changes but may not update the Excluded Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise list as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to changes without the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees consent of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing DatePurchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Plains Exploration & Production Co)
Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7a) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired Effective on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited Buyer will make offers of employment to any amounts due for accrued but unused vacation payall of the Txxx Facility Employees identified in SCHEDULE 4.3(A) who have passed a drug test administered by Buyer. The offers extended to those employees who are on a leave of absence as of the Closing Date also shall be contingent upon the employee returning to work in his or her former position within six (6) months after the Closing Date, and Sellers shall continue the employment and benefits of such employees for no less than six (6) months after the Closing Date or until the employee commences work with Buyer, if earlier. Txxx Facility Employees who accept employment with and perform services for Buyer is not assumingare referred to herein as "TRANSFERRING EMPLOYEES," and all other Txxx Facility Employees are referred to herein as "OTHER TXXX EMPLOYEES." Effective as of the applicable Hire Date and until at least ninety (90) days following the Hire Date, nor Buyer shall it have responsibility for the continuation of, or any liabilities under or in connection with: provide each Transferring Employee with (i) any employment contract, collective bargaining agreement, plan pay equal to such Transferring Employee's salary or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintainedhourly wage rate, as applicable, as in effect as of the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination date of this Agreement, and (ii) employment at the Txxx Facility that is substantially equivalent, in terms of responsibilities and duties, to the Transferring Employee's current employment; provided, however, that if Buyer will neither initiate contact with or solicit terminates the employment of a Transferring Employee other than for hire any Employee who was employed by Seller at or cause during the 90-day period following the Transferring Employee's Hire Date, Buyer shall offer severance benefits to such employee no less generous than those provided under the applicable severance policy of Clorox in conjunction with effect as of the Branch before the termination date of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the The term "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Oil Dri Corporation of America)
Employees. Buyer (a) Each Seller shall be entitled, but is not required, make all of the Affected Employees available to meet with Purchasers for interviews and meetings during the Employees employed at Seller's Branch no later than seven (7) days period after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole date hereof and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date. A Purchaser or an Affiliate of a Purchaser shall make offers of employment to all Affected Employees other than Senior Employees ("OFFERED EMPLOYEES") conditional upon the Closing and the passage of any drug or substance tests required by Law and, (i) for salary, bonus and job responsibilities substantially similar to those on which they are then employed by a Seller (other than any employment agreements) and (ii) with respect to benefits, on the terms and conditions on which similarly situated employees of Purchasers' Parent are employed. Each Seller shall use all reasonable efforts to persuade Offered Employees to accept such offers, shall not take any actions that dissuade any Offered Employee from accepting any such offer, and shall not, and shall not permit any of its Affiliates to, solicit for employment any Offered Employee prior to the Closing. Each Offered Employee who accepts any such offer of employment and who becomes an employee of a Purchaser or any of its Affiliates shall be referred to herein as a "HIRED EMPLOYEE." Effective as of the close of business on the Closing Date, each Seller shall terminate the employment of each Offered Employee who has not otherwise terminated his or her employment with such Seller. After the Closing and until twelve (12) months after the Closing Date, neither Seller shall (and neither Seller shall permit any of its Affiliates to) employ or solicit for employment any Offered Employee who is offered a position with a Purchaser or one of its Affiliates which is generally comparable to such Offered Employee's current position and who does not become a Hired Employee. Nothing in this ARTICLE X shall obligate either Purchaser or any of its Affiliates to retain any Hired Employee as an employee for any period after the Closing or to provide any particular kind of job responsibilities or, except as provided in SECTION 10.1(E) or SECTION 10.2(B) with respect to recognition of past service, to maintain any level of compensation or benefits for any Hired Employee for any period after the Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Anixter International Inc)
Employees. As of the Closing Date, Buyer or an Affiliate thereof will offer employment to certain employees of the Business who are listed on Schedule 9.01 and are actively employed by Seller immediately prior to the Closing Date in accordance with the Offer Letters substantially in the form attached hereto as Exhibit F (all such employees who accept employment with Buyer shall be entitledreferred to herein as “Transferred Employees”). In addition, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each or an Affiliate thereof may make offers of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any employee of the Business who is, as of the Closing Date, absent due to illness or short-term disability or other approved leave of absence (including under the Family and Medical Leave Act or similar Law) which employment with Buyer or an Affiliate thereof (if accepted) shall be effective upon such Employees employee’s return from such leave and, at that time, such employee would be deemed a Transferred Employee. Any offer of employment by Buyer or an Affiliate thereof pursuant hereto shall provide the given employee/offeree an initial base compensation or wage rate that is no less favorable than such employee’s Current Salary. “Current Salary” means, with respect to each Transferred Employee, the current annual base targeted salary, which Buyerincludes both fixed and variable compensation, of each such employee as of the Closing Date, in its sole each case, as set forth in Schedule 9.01 hereto. In addition, each Transferred Employee will be eligible for bonuses, if any, in accordance with the bonus policy and absolute discretion, desires to employ. Any procedures of Buyer (or whichever Affiliate of Buyer employs such Employee shall be hired Transferred Employee) on such the same terms and conditions as similarly situated employees of Buyer or the applicable Affiliate. In the event that Buyer or an Affiliate thereof terminates any Transferred Employee during the six-month period following the Closing Date, Buyer shall determinepay the severance amount set forth in Schedule 9.01, provided, however, that no severance amounts shall be payable by Buyer under this Section 9.01 in the event that such Transferred Employee is terminated for Cause. For purposes of this Section 9.01, “Cause” will be deemed to exist if, in the sole reasonable discretion of Buyer, Buyer determines that, a Transferred Employee: committed an act of fraud or embezzlement upon Buyer or any of its Affiliates; committed any willful act intended to injure the reputation, business, or any business relationship of Buyer or any of its Affiliates; was found by a court of competent jurisdiction to have committed a felony; refused or failed to perform his or her duties in a competent and professional manner; or violated his or her obligations under the Proprietary Information and Inventions Agreement. Nothing in this Agreement shall limit the right of Buyer or any of its Affiliates to (i) modify the salary or wage level of any Transferred Employee at any time after the six-month period following the Closing Date or (ii) terminate the employment of any Transferred Employee at any time and for any reason, including without Cause, subject to payment of severance as provided above for any such termination without Cause effective during the day six-month period immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (DealerTrack Holdings, Inc.)
Employees. Buyer (a) For a period of one year from and after the Closing, Parent shall be entitledcause the Surviving Corporation to provide to any employee of the Company and its Subsidiaries who remains in the active employment of the Surviving Corporation and its Subsidiaries (each, but a “Continuing Employee”) (who is not requiredparty to an employment agreement) and who is terminated during such one-year period without cause (a “Terminated Employee”), to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, severance benefits in its sole amounts and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective no less favorable than the day severance benefits that would have been provided by the Company and its Subsidiaries to such Terminated Employee immediately following prior to the Closing DateEffective Time under the severance policies of the Company and its Subsidiaries described on Schedule 8.7(a) (the “Severance Policies”). Buyer shall make any offers For a period of employment promptly one year from and after the receipt from Seller of records referred Closing, Parent shall cause the Surviving Corporation to above. Any pay any Continuing Employee who terminates his employment during such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise one-year period as a result of Buyer's employment a reduction in salary (an “Involuntarily Terminating Employee”) severance benefits in accordance with the Severance Policies as if such Involuntarily Terminating Employee had been terminated without cause. In addition to any amounts payable to any Terminated Employee or Involuntarily Terminating Employee in accordance with the first two sentences of this Section 8.7(a), Parent shall cause the Surviving Corporation to pay each Terminated Employee and Involuntarily Terminating Employee the pro rata portion (based on the number of days such Employees on Terminated Employee or after Involuntarily Terminating Employee, as applicable, was employed during the fiscal year ending April 30, 2011) of any bonus that would have been payable with respect to the fiscal year ending April 30, 2011, if such first date Terminated Employee or Involuntarily Terminating Employee, as applicable, had been employed by the Surviving Corporation or any of employment of its Subsidiaries at the time such Employeesbonus became payable, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance bonus to be determined as if the Surviving Corporation and not in limitation the Subsidiaries of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or the Company immediately prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or postEffective Time were operated on a stand-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Datealone basis.
Appears in 1 contract
Employees. Buyer (a) From the date hereof and through the Closing, Sellers shall be entitledprovide Parent, but is not required, to meet Purchasers and their respective Affiliates and Representatives with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller reasonable access during normal business hours to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after Sellers, their Affiliates and Subsidiaries and the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer Books and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practicesRecords relating to such employees, for the Employees' time spent being trained by Buyer purpose of evaluating to which employees, if any, Purchasers and their Affiliates may desire to offer employment as of the Employees' reasonable reimbursable expenses (such compensation close of business on the Closing Date pursuant to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")this Section 7.9(a). Seller Sellers, Members and their respective Affiliates and Subsidiaries shall reasonably cooperate with Buyer with, and provide reasonable assistance to, Purchasers, Parent and their respective Affiliates and Representatives to enable them to make such Employees available for such training evaluations. No later than ten (10) days prior to the Closing Date, Purchasers shall deliver to Sellers a list of Sellers’ employees to whom either Purchaser (or an Affiliate of either Purchaser) intends to offer employment as of the close of business on the Closing Date. To the extent not prohibited by applicable Law, each Seller shall terminate the employment of all of such employees effective as of the close of business on the Closing Date. Within fifteen (15) days after Closing each Seller shall cause to be discharged, satisfied and paid in full to all of its employees an amount equal to (i) all Liabilities associated with any severance obligations owed to such employees pursuant to any Employee Benefit Plan, including any employment agreement, offer letter or compensation arrangement or applicable Law, and (ii) any other amounts such employees may be entitled to receive as the result of employment termination, including accrued wages, accrued and unused vacation and other paid time off and accrued bonuses, if any. Those of Sellers’ employees who receive and accept either Purchaser’s (or any such Affiliate’s) offer of employment and report to work for active duty with such Purchaser (or any such Affiliate) immediately following the Closing are collectively referred to herein as the “Hired Employees.” Each Seller shall, effective as of the close of business on the Closing Date, release all Hired Employees from and, if requested by Purchasers, assign to Purchasers or an Affiliate of Purchasers its rights under any non-competition, non-solicitation, confidentiality and similar restrictive covenants or agreements and any assignment of inventions agreements previously entered into between such Seller and such Hired Employees. Each Seller shall deliver to Purchasers, at or before the Closing Date, written evidence, in form and substance satisfactory to Purchasers, of the release and assignment described in the immediately preceding sentence. Nothing herein shall confer upon any Hired Employee any right to be employed by either Purchaser or any Affiliate of either Purchaser for any specified period of time following the Closing Date or in any way limit Purchasers’ or any of their Affiliates’ right to terminate the employment of any Hired Employee at any time following the Closing Date for any reason (or no reason).
Appears in 1 contract
Employees. Promptly following the date of this Agreement, Seller shall allow Buyer shall be entitledreasonable access, but is not requiredduring regular business hours, to meet with all Current Employees for the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give purpose of determining whether Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may will offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Current Employees, and hereby agrees any telephone conversations or meeting with Current Employees in such regard will be deemed to be in full compliance with such Current Employee’s employment agreement and shall indemnify and hold Seller harmless from and against any such liabilitySeller’s employment policies. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on On or prior to the Closing (includingDate, without limitationBuyer may choose to offer employment to any, those specified in all, or none of the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Current Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing Other than as set forth in this Section 12. Such training 5.3, Seller agrees that, prior to the Closing Date or earlier termination of this Agreement pursuant to Section 5.1 or Article IX, it shall be at not terminate any Current Employee set forth on Section 5.3 of the expense of Buyer Disclosure Schedule other than for Cause, and shall be conducted on Saturday pay all wages due to such Current Employees until and including the Closing Date or after business hours at earlier termination of this Agreement pursuant to Section 5.1 or Article IX, and treat such Current Employee in a location other than the Branchmanner consistent with past practice. At the request Each Current Employee to whom Xxxxx has made an offer of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies employment pursuant to this Section 5.3 and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (that has accepted such compensation offer is hereinafter referred to be reimbursed by Buyer to Seller at Closing as a “Selected Employee”. On or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training immediately prior to the Closing Date, Seller will terminate the employment of any Selected Employee employed by Seller on such date. In no event shall Buyer assume any of Seller’s obligations with respect to any former employee, Current Employee or Selected Employee. Seller shall timely file any and all federal, state and local notices, and, subject to applicable Law, has paid or will pay any and all post- petition amounts owed in connection with termination of employment of the Selected Employees, and has sent or will send any notices that may be required in connection therewith (e.g. COBRA continuation coverage, medical, life insurance, disability, retirement plan and other welfare plan expenses and benefits).
Appears in 1 contract
Samples: Asset Purchase Agreement
Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at evaluate Seller's Branch employees for employment with Buyer (but shall have no later than seven (7) days after the transaction is communicated by the Seller obligation to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which hire any of Seller's Employees are hired by Buyeremployees). As soon as practical but, in any event no later than 15 days after the date hereof, Buyer shall assume all obligations and liabilities which may arise as a result advise Seller of the Employees listed in Section 3(o) of the Disclosure Schedule to whom Buyer intends to offer employment after the Closing (the "Buyer's Offer Advice"). Seller represents to Buyer than none of its facilities have more than 50 employees, other than Seller's office in XxXxxxxx, Texas (the "XxXxxxxx Office"). Prior to execution of this Agreement, Seller has advised Buyer of the number of employees of Seller who have experienced an employment loss ("Employment Loss"), as such term is defined for purposes of such Employees on or after such first the Worker Adjustment and Retraining Notification Act of 1988 (as amended, the "WARN Act"), within the 90 day period prior to the date of employment of such Employeeshereof (the "Pre-Signing Period"), and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify advise Buyer of the number of employees who experience an employment loss on and hold harmless Buyer and after the date hereof through the Closing (the "Pre-Closing Period") (such advice is hereafter collectively referred to as the "Seller's Employment Loss Advice"). If, based on the Buyer's officersOffer Advice, directorsit appears that the aggregate number of employees of Seller who have experienced or appear likely to experience an Employment Loss will exceed 50 at any one location prior to the Closing, employeesthen Seller shall either (i) prepare and promptly file notice under the WARN Act, agents if required (the "WARN Act Notice"), or (ii) continue to employ a sufficient number of employees for a sufficient period of time so that the notice provisions of the WARN Act are no longer applicable. Commencing on and representatives from and against any and all obligations or liabilities which may arise as a result after the Closing Date, if the aggregate number of Seller's employment employees of such Employees on or Seller who have experienced an Employment Loss prior to the Closing (includingbased on the Seller's Employment Loss Advice, without limitationtogether with the aggregate number of employees of Seller offered employment by Buyer who have experienced or appear likely to experience an Employment Loss, those specified in would exceed 50 employees at any one location during any consecutive 90 day period within the next paragraph). Nothing contained herein is Pre-Signing Period, Pre-Closing Period or period subsequent to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full Closing, assuming a WARN Act Notice previously has not been filed by Seller through the Closing DateSeller, including but not limited to any amounts due for accrued but unused vacation pay. The then Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: either (i) any employment contractprepare and promptly file a WARN Act Notice, collective bargaining agreementif required, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) continue to employ a sufficient number of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval employees for a sufficient period of Seller before sending any communications to any Employee employed at time so that the Branch concerning notice provisions of the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any EmployeeWARN Act are no longer applicable. In the event that the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction elects to proceed with the Branch before option described in clause (ii) of the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyerpreceding sentence, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, provide transition office space to Buyer for such employees at the Employees' time spent being trained XxXxxxxx Office on terms to be mutually agreed upon by Buyer and the Employees' reasonable reimbursable expenses (Seller during any such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Dateperiod.
Appears in 1 contract
Samples: Asset Purchase Agreement (Able Telcom Holding Corp)
Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no (a) No later than seven ten (710) days after following the transaction is communicated by the Seller Effective Date, Purchaser shall offer employment to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven employees set forth on Schedule 6.1(a) (7) days the “Offered Employees”), subject to Purchaser’s customary employee evaluation and hiring practices, appropriate regulatory licensing, and for any non-License Required Employees, as of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees the Initial Closing or Second Closing, as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyerapplicable, in its sole and absolute discretion, desires to employaccordance with Exhibit H hereto. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers Offered Employees who become employees of employment promptly after the receipt from Seller of records Purchaser are hereinafter referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations collectively as “Hired Employees” and liabilities which may arise individually as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees “Hired Employee”. Immediately prior to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2the applicable Hire Date for each Hired Employee, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives accept resignations from and against any and all obligations or liabilities which may arise as a result of Seller's Hired Employees who the Parties anticipate will commence employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employeewith Purchaser. In the event the transactions contemplated by this Agreement are not consummatedInitial Closing occurs, the Hire Date for a period of one License Required Employees shall be (i) the Initial Closing Date, if (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any such License Required Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation State Licensed prior to the Initial Closing Date, and (2) the HomeStreet Office in which such License Required Employee is employed, or a HomeStreet Office to provide training to any Employees that will become employees which such License Required Employee can transfer on the Initial Closing Date, is a Financially Viable HomeStreet Office as of Buyer after the Initial Closing as set forth in this Section 12. Such training shall be at Date, or (ii) the expense of Buyer Second Closing Date, if such License Required Employee is not hired on the Initial Closing Date and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses such License Required Employee (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training 1) is State Licensed prior to the Second Closing Date, and (2) the HomeStreet Office in which such License Required Employee is employed, or a HomeStreet Office to which such License Required Employee can transfer on the Second Closing Date is a Financially Viable HomeStreet Office as of the Second Closing Date. The Hire Date for all employees that are ultimately hired by Purchaser in connection with the Initial Closing or the Second Closing shall be the Initial Closing Date or the Second Closing Date, as applicable, provided that Offered Employees on family or medical leave as of the applicable Closing Date shall commence employment with Purchaser as soon thereafter as practicable.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (HomeStreet, Inc.)
Employees. (a) Buyer shall be entitled(or shall cause its Designated Employing Entity to) (i) continue the employment on and, but subject to Section 7.01(d), after each Relevant Closing Date of each Transferred Entity Employee (other than any Transferred Entity Employee who primarily provides services in the United States and is not required, to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated “actively employed” by the Seller applicable Transferred Entity by reason of long term disability immediately prior to the Seller's Employees. Seller agrees Relevant Closing Date (each, a “Retained Employee”)) and (ii) in respect of each Automatic Transfer Employee, accept the transfer of each individual (who does not object to give transfer) to Buyer access or its Designated Employing Entity pursuant to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such EmployeesTransfer Regulations, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees (iii) on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Relevant Closing Date, including but not limited when and as required by Law, make an offer of employment to any amounts due for accrued but unused vacation pay. The Buyer each Offer Employee who is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee actively employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation Businesses immediately prior to the Relevant Closing to provide training to any Employees that will become employees of Buyer after Date (each an “Active Employee”) on the Closing as terms set forth in this Sections 7.01(a) and Section 127.02(a). Such training No later than the Relevant Closing Date, the Sellers shall cause each Transferred Entity that employs any Retained Employees to transfer the employment of all such Retained Employees to a Retained Entity. For this purpose, an Offer Employee shall be at considered to not be “actively employed” only if he or she under notice of termination for any reason is on long-term disability or absent from work and receiving payments under any permanent health insurance scheme. With respect to any Offer Employee who is not an Active Employee but for whom Sellers have an obligation to recall, rehire or otherwise return to employment under a contractual obligation or Law (each an “Inactive Employee”) and each Retained Employee, Buyer shall or shall cause its Designated Employing Entity to offer employment to each such Inactive Employee or Retained Employee effective on the expense of first date such Inactive Employee or Retained Employee is eligible to return to work or otherwise becomes eligible for employment, reemployment, reinstatement or reactivation, provided that with respect to any such U.S.-based Inactive Employee or Retained Employee, such Inactive Employee or Retained Employee is able to return to work within six (6) weeks following the Relevant Closing Date, but Buyer may in its sole discretion choose to make or cause its Designated Employing Entity to make an employment offer to any Inactive Employee or any Retained Employee effective from or after the Relevant Closing Date and prior to such Inactive Employee’s return to work within six (6) weeks following the Relevant Closing Date. Sapphire shall, and shall be conducted cause any Affiliate to, provide Buyer with an update on Saturday the anticipated return to work date for each Inactive Employee in regular intervals sufficient to allow Buyer to comply with its obligations under this Section 7.01(a) and through the date that is six (6) weeks following the Relevant Closing Date. With respect to the UK Automatic Transfer Employees, the Parties (i) intend that such employees will transfer from Sapphire UK ServiceCo to Buyer UK ServiceCo with immediate effect from the Principal Closing as a result of a service provision change under the TUPE Regulations; and (ii) shall cooperate to prepare or after business hours at amend services agreements for the provision of the services of the UK Automatic Transfer Employees from Sapphire UK ServiceCo to UK Newco with respect to the period prior to the Principal Closing (the “Sapphire Services Agreement”) and, separately, Buyer UK Serviceco to UK Newco in the period following Principal Closing (the “Diamond Services Agreement”), to effect such transfer under the TUPE Regulations, Sapphire shall or shall cause Sapphire UK ServiceCo to provide Buyer with a location other than reasonable opportunity to review and comment on the Branchrelevant provisions in the Sapphire Services Agreement prior to its implementation, and Buyer shall or shall cause Buyer UK ServiceCo to provide Sapphire with a reasonable opportunity to review and comment on the relevant provisions in the Diamond Services Agreement prior to its implementation. At With respect to Offer Employees located in India, Buyer shall (or cause its Designated Employing Entity to) make offers of employment that contractually honor such Offer Employees’ continuous service with Sapphire or the request applicable Retained Entity. With respect to Offer Employees located in the United Arab Emirates, the Parties shall and shall cause their Affiliates (or in the case of Buyer, Seller its Designated Employing Entity) to cooperate to enter into a tripartite agreement between each Offer Employee, Sapphire (or the applicable Retained Entity), and Buyer (or its Designated Employing Entity) which shall compensate Employees, include the Offer Employee’s acceptance of new employment terms with Buyer (or its Designated Employing Entity) to commence on the Principal Closing (such terms to be in accordance with Seller's customary policies Section 7.02(a)); and, in circumstances where an Offer Employee executes such tripartite agreement and practicesbecomes a Transferred Employee, for Sapphire shall transfer or shall cause the Employees' time spent being trained applicable Retained Entity to transfer any accrued end of service gratuity with respect to such Transferred Employee to Buyer or its Designated Employing Entity within ten (10) Business Days following the Principal Closing. Notwithstanding anything to the contrary in this Section 7.01(a), such offers of employment may be made conditioned on the Relevant Closing and on the Offer Employee satisfying Buyer’s or its Designated Employing Entity’s generally applicable background checks, drug screens, work authorization verification and similar requirements and other requirements to execute and deliver standard confidentiality, restrictive covenant and similar agreements to the extent permitted by applicable Law. Offer Employees who accept such offer of employment in accordance with its terms and who actually commence active employment with Buyer or its Designated Employing Entity, Automatic Transfer Employees (who do not object to transfer) and the Transferred Entity Employees are referred to herein as the “Transferred Employees' reasonable reimbursable expenses (” and Business Employees who are Transferred Employees are referred to herein as “Transferred Business Employees”; provided, that an Inactive Employee shall not be considered a Transferred Business Employee until such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Inactive Employee Reimbursements")). Seller shall cooperate actually commences active employment with Buyer to make such Employees available for such training prior to the Closing Dateor its Designated Employing Entity in accordance with this Section 7.01(a).
Appears in 1 contract
Samples: Security and Asset Purchase Agreement (Willis Towers Watson PLC)
Employees. Effective as of the Closing Date, (A) Buyer or an Affiliate of Buyer shall offer employment to substantially all of the employees of each Seller who are principally employed in Sellers’ businesses (collectively, the “Seller Employees”), provided that such employee (i) is listed on Schedule 1.5 attached hereto or becomes employed in the ordinary course of business after the date thereof, (ii) agrees to release of his or her employment files to Buyer or its Affiliates prior to Closing, (iii) passes or passed when hired by Seller a pre-employment background check, (iv) is employed at Closing, and (v) has the unrestricted ability to provide federally reimbursed services, and (B) Sellers will terminate the employment of the Seller Employees who have accepted Buyer’s or its Affiliate’s offer of employment. Those Seller Employees who accept Buyer’s or its Affiliate’s offer of employment as of the Closing Date upon the terms and conditions offered by Buyer shall be entitled, but is not required, designated on Schedule 1.5 as “Transferring Employees” and referred to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller hereinafter as such. Sellers acknowledge and agree that they are responsible for paying to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Transferring Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole all compensation and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following benefits earned through the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred Schedule 1.5 sets forth with respect to above. Any each Transferring Employee such Employee shall be given five (5) Business Days from the person’s position, date of such offer hire, current salary, accrued and earned time off pursuant to accept or decline Sellers’ policies regarding the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (same including, without limitation, floating holidays, accrued vacation and personal time off (“Accrued Time Off”), earned vacation and personal time off (“Earned Time Off” and, together with the Accrued Time Off, the “Time Off”) and the amount of any other accrued benefits to which such person may be entitled or for which such person has made written claim to Sellers. In addition, Schedule 1.5 sets forth with respect to each Transferring Employee such person’s accrued and earned sick time (“Sick Time”) pursuant to Sellers’ policies regarding the same. At the Closing, Sellers shall provide an updated Schedule 1.5 as of the Sellers’ last payroll cycle prior to Closing (the “Estimated PTO Schedule”). As soon as practicable and in any event within ten (10) business days following the Closing, Sellers shall provide an updated Schedule 1.5 reflecting the information required to be scheduled thereon as of the Closing (the “Final PTO Schedule”). With respect to each Transferring Employee, the parties agree that Sellers shall transfer, and Buyer shall assume Time Off and Sick Time identified on the Final PTO Schedule for the Transferring Employees at the rates of pay in effect at the Closing Date. The payment of the Purchase Price payable at Closing shall be reduced by the sum (such sum being the “PTO Adjustment”) of (i) aggregate value of the Sick Time, (ii) the aggregate value of the Earned Time Off and (iii) sixty percent (60%) of the aggregate value of the Accrued Time Off, each as set forth on the Estimated PTO Schedule. To the extent that the PTO Adjustment would have increased if it had been calculated based on the Final PTO Schedule rather than the Estimated PTO Schedule, Sellers shall pay over to Buyer the amount of such increase within thirty (30) business days following the Closing. To the extent that the PTO Adjustment would have decreased if it had been calculated based on the Final PTO Schedule rather than the Estimated PTO Schedule, Buyer shall pay over to Sellers the amount of such decrease within twenty (20) business days following the Sellers’ delivery of the Final PTO Schedule. Buyer shall not reduce the amount of assumed Sick Time and Time Off for each of the Transferring Employees on or after Closing, except as required by applicable law or pursuant to a forfeiture of such time in accordance with Sellers’ policies regarding the same as in effect prior to Closing. Sellers shall provide Buyer detailed explanations of the applicable Time Off and Sick Time policies or Buyer shall not be required to adhere to the immediately foregoing provision. Immediately prior to the Closing, all Transferring Employees, other than those specified subject to the Labor Contracts set forth on Schedule 2.15(d), shall be employees at will, subject to Buyer’s or its Affiliate’s employment policies, provided that Buyer or its Affiliate will offer all Transferring Employees a benefit package of Buyer at least as favorable, in the next paragraph)aggregate, as the current benefit package of Sellers. Nothing contained herein is shall obligate Buyer or an Affiliate of Buyer to employ the Transferring Employees for any specific time period. With respect to each Transferring Employee, Schedule 1.5(b) sets forth the amount of any potential retention bonus, the amount of any referral bonus under Sellers’ Employee Benefit Plans and the amount of any tuition assistance under Sellers’ Employee Benefit Plans, in each case to which such person may be entitled or for which such person has made written claim to Sellers. At the Closing, Sellers shall provide an updated Schedule 1.5(b) reflecting the information required to be construed scheduled thereon updated as offering or creating an employment contract for any such of the Closing, which shall reflect changes from the original Schedule 1.5(b) only to the extent occurring in the ordinary course of business under the applicable Sellers’ Employee or any other Benefit Plans and the parties agree that Sellers shall transfer, and Buyer shall assume the obligation to employ such make the payments described thereon. Nothing in this Section shall be construed to grant any employee any rights as a third party beneficiary. Sellers shall retain all liabilities with respect to any and all Seller Employees who are not Transferring Employees. All Employees Except to the extent that a WARN obligation arises as a result of the Branch will have their earned compensation paid in full by Seller through this transaction after the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or Sellers are in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction compliance with the Branch before requirements of the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall Worker Adjustment and Retraining Notification Act (“WARN”) and have the right but not the obligation prior no liabilities pursuant to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing DateWARN.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Kindred Healthcare, Inc)
Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each Effective upon consummation of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller Closing, Newco Sub shall, and Cablevision Parties shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated cause Newco Sub to, personally interview each of Seller's Employees. Buyer may offer employment to all of the Business Employees who are actively at work on the Closing Date. With respect to any Business Employee on leave of absence on the Closing Date, whether short-term, family, maternity, or long-term disability, paid, unpaid or other (“Inactive Business Employee”), if the Closing is consummated such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Business Employee shall receive an offer of employment from Newco Sub effective on the date such Business Employee is able to return to active employment so long as the date is within nine months after the Closing Date. With respect to Business Employees, if the Closing is consummated, such offers of employment shall be hired on such terms and conditions as Buyer determined by Newco Sub and, with respect to Business Employees covered by CBAs, also in accordance with the CBAs, provided that nothing in this Agreement is intended to entitle any such Business Employees covered by CBAs to severance pay or benefits from either a Tribune Party or Newco Sub as a result of the events relating to the Closing. As to Business Employees not covered by CBAs, in addition, the offers of employment shall determine, effective in each case provide annual base salary and annual rate of cash bonus potential that in the day immediately aggregate are no less than the annual base salary and annual rate of cash bonus potential provided to such employee on the date of this Agreement for a period of at least one year following the Closing Date. Buyer Prior to the Closing, Tribune shall make not, and it shall cause its Affiliates and their directors or officers not to, directly or indirectly, induce or encourage any of the Business Employees to decline Newco Sub’s offers of employment promptly after the receipt from Seller or become employed by Tribune or its Affiliates. Such Business Employees who accept such offers of records employment with Newco Sub are referred to above. Any such Employee as “Transferred Employees.” Nothing in this Agreement shall be given five (5) Business Days from the date of such offer obligate Newco Sub to accept or decline continue the employment offer. Beginning on the date on which of any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or Transferred Employee after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date; provided, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuminghowever, nor that Newco Sub shall it have responsibility be responsible for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or severance and other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, amounts in accordance with Seller's customary policies Section 5.3 and practicesany other potential liability, for other than under Benefit Plans, relating to any such discontinuation of such Transferred Employees attributable to acts by Newco, Newco Sub or any of the Employees' time spent being trained by Buyer and Cablevision Parties after consummation of the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing DateClosing.
Appears in 1 contract
Samples: Formation Agreement (Tribune Co)
Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through On the Closing Date, including Transferors shall terminate the employment of all existing employees of Transferors currently assigned primarily to the Greenville Campus who are designated by Transferee as intended for hire (the “Transferred Employees”). For avoidance of doubt, Transferors anticipate that Transferee will hire substantially all of Transferors’ employees who are currently assigned primarily to the Greenville Campus effective from the Closing Date, but not limited to any amounts due for accrued but unused vacation pay. The Buyer Transferee is not assumingrequired to offer employment to all existing Greenville Campus employees of Transferors. Rather, nor shall it have responsibility for Schedule 2.9 is attached and incorporated as a means of designating the continuation ofTransferred Employees, and those other employees whose employment will be either a) severed and terminated permanently (the “Terminated Employees”), or any liabilities under or in connection with: b) retained by Transferors for continued employment (i) any the “Retained Employees”). Any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is Transferred Employees will be subject to the usual Transferee pre-employment verification process, including background screening, and any provision or ERISA such employment will be on terms reasonably acceptable to the Transferee. Each Transferor shall be responsible for all salary, wages, benefits, severance obligations and other obligations owed to the Transferred Employees and the Terminated Employees up to the date such ELECTRONICALLY FILED - 2020 Jun 29 9:24 AM - GREENVILLE - COMMON PLEAS - CASE#2020CP2300012 employee is maintainedno longer an employee of such Transferor, administered or contributed all of which, to the extent calculable, shall be paid to each such employee when due. For avoidance of doubt, the foregoing Employee obligations shall be paid from the Wind-up Accounts in full satisfaction of the foregoing allocation of expense. Likewise, Transferee shall be responsible for all salary, wages, benefits, severance obligations, and other obligations owed to the Transferred Employees from the date such employee is hired by SellerTransferee; provided, Transferee and Transferors shall reconcile and reimburse as applicable to the extent that any human resources management contractors payments are inconsistent with the respective hiring and retention dates. This Agreement is not intended Except to create and does not create any contractual or legal rights the extent otherwise provided for in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with if applicable, Transferors shall be responsible for any severance owed to Retained Employees and all continuing wages, benefits or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior entitlements owed to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Retained Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 1 contract
Samples: Lease Agreement
Employees. (i) Contemporaneously with the Closing, the Sellers shall terminate the employment of each Business Employee who accepts any offer of employment from Buyer pursuant to Section 6.7(ii) (each, a “Hired Employee”). The Sellers hereby consents to the hiring of any such Hired Employees by the Buyer and waives, with respect to the employment by the Buyer of such Hired Employees, any claims or rights the Sellers may have against the Buyer or any such Hired Employee under any non-competition, or employment agreement; provided, however, that the Hired Employees shall be entitledrequired to observe any nondisclosure obligations set forth therein. Except as expressly otherwise provided in subsections (b) or (c) hereof, but in no event shall Buyer or any of its Affiliates be liable for any wages (including vacation time, sick time, paid-time-off, commissions or bonuses), pension, unemployment, retirement, disability or other benefits or obligations (i) which is not required, owed to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each any employee of the Employees employed at Seller's Branch within seven Sellers who does not become a Hired Employee or (7ii) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but which is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to earned by any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Hired Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph)Closing. Nothing contained herein is to In no event shall Sellers or any of its Affiliates be construed as offering or creating an employment contract liable for any such Employee wages (including vacation time, sick time, paid-time-off, commissions or any bonuses), pension, unemployment, retirement, disability or other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, benefits or any liabilities under or in connection with: obligations (i) owed to any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms employee of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or Sellers who becomes a Hired Employee and (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable earned by any EmployeeHired Employee after the Closing. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer Immediately after the Closing and effective as set forth in this Section 12. Such training of the Effective Time, Sellers shall be at the expense of obtain from every Business Employee to which Buyer has made an offer, a resignation letter and shall be conducted on Saturday pay all amounts due (“proporcionales” or after business hours at a location other than the Branch. At the request of Buyerprorated vacation, Seller shall compensate EmployeesChristmas bonus, in accordance with Seller's customary policies profit sharing and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior all pursuant to the Closing Datelaw as per a termination of the employment), with the exception of severance since Buyer will hire those Hired Employees with their seniority.
Appears in 1 contract
Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall The parties hereto agree that they will cooperate and use all commercially reasonable efforts to obtain such consent from each cause Employees of its Employees the LIN-Texas with respect to the Station's Business to physically report to work on the Closing Date or as soon thereafter as practicable after the initial meeting with Employees employed at the Seller's Branchis practicable. Buyer Holdings shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment as of the Closing Date to any each individual who is an Employee of the LIN-Texas with respect to the Station's Business immediately prior to the Closing Date and physically reports to work on the Closing Date or, if absent from work on the Closing Date solely by reason of vacation or regularly scheduled non-working days, on the day immediately following such Employees which Buyer, in its sole and absolute discretion, desires to employvacation or days off. Any Each such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day offered employment with Holdings in a position similar to his or her position immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date. Holdings shall also offer employment to each individual who is an Employee of the LIN-Texas immediately prior to the Closing Date but is absent from work on the Closing Date for any reason other than vacation or regularly scheduled days off. Each such Employee shall be offered employment with Holdings in a position similar to such Employee's last position with the LIN-Texas as of the date such Employee physically returns to work duty. Each Employee of the LIN-Texas who is actively at work in connection with the Station's Business as of the Closing Date or returns to active work duty with the Station's Business from an authorized leave or absence after the Closing Date shall hereinafter be referred to as a "Transferred Employee", and the first date on which such Transferred Employee is actively at work with the Station's Business on or after the Closing Date shall hereinafter be referred to as the "Transfer Date" with respect to such Transferred Employee. Notwithstanding anything to the contrary contained herein, unless otherwise provided under the terms of a written employment or collective bargaining agreement, each Transferred Employee shall be employed by Holdings on an at will basis and nothing shall prohibit Holdings from terminating such employment at any time after the Closing.
Appears in 1 contract
Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall The parties hereto agree that they will cooperate and use all commercially reasonable efforts to obtain such consent from each cause employees of its Employees the KXAS Business to physically report to work on the Closing Date or as soon thereafter as practicable after the initial meeting with Employees employed at the Seller's Branchis practicable. Buyer NBC shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment as of the Closing Date to any each individual who is an employee of such Employees which Buyerthe KXAS Business immediately prior to the Closing Date and physically reports to work on the Closing Date or, in its sole and absolute discretionif absent from work on the Closing Date solely by reason of vacation or regularly scheduled non-working days, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Datesuch vacation or days off. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any Each such Employee employee shall be given five (5) Business Days from the date of such offer offered employment with NBC in a position similar to accept his or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training her position immediately prior to the Closing Date. NBC shall also offer employment to each individual who is an employee of the KXAS Business immediately prior to the Closing Date but is absent from work on the Closing Date for any reason other than vacation or regularly scheduled days off. Each such employee shall be offered employment with NBC in a position similar to such employee's last position with the KXAS Business as of the date such employee physically returns to work duty. Each employee of the KXAS Business who is actively at work with the KXAS Business as of the Closing Date or returns to active work duty with the KXAS Business from an authorized leave of absence after the Closing Date shall hereinafter be referred to as a "KXAS TRANSFERRED EMPLOYEE", and the first date on which each such KXAS Transferred Employee is actively at work with the KXAS Business on or after the Closing Date shall hereinafter be referred to as the "TRANSFER DATE" with respect to such KXAS Transferred Employee. Notwithstanding anything to the contrary contained herein, unless otherwise provided under the terms of a written employment or collective bargaining agreement, each KXAS Transferred Employee shall be employed by NBC on an at will basis and nothing shall prohibit NBC from terminating such employment at any time after the Closing. Each individual who is an employee of the KXAS Business immediately prior to the Closing Date but is not employed by NBC on the Closing Date ("RETAINED EMPLOYEES") shall be continued as an employee of LIN-Texas or its affiliate ("LIN EMPLOYER") until such employee's termination of employment with LIN- Texas and its Affiliates in accordance with the policies and practice of such LIN Employer as of the date hereof. LIN Employer shall provide Retained Employees during their employment with LIN Employer all benefits and protections ordinarily provided by LIN Employer to similarly situated employees pursuant to its plans, policies and practices substantially as in effect as of the date hereof.
Appears in 1 contract
Employees. (a) Buyer shall be entitledoffer employment, but is not requiredcommencing as of the Closing, to meet with the all Palisades Employees and Big Rock ISFSI Employees employed at Seller's Branch immediately prior to the Closing, which Palisades Employees and Big Rock ISFSI Employees are set forth on Schedule 6.10(a), as amended between the Effective Date and the Closing Date to reflect any changes in the identities of work force personnel. Notwithstanding the foregoing any individual who is absent from service due to illness, leave of absence, military service or otherwise on the Closing Date shall not be considered a Palisades Employee or a Big Rock ISFSI Employee (and shall not be entitled to any wages, compensation, or benefits from Buyer) unless or until such individual returns to work and is actively employed by Buyer no later than seven fifty-two (752) days after weeks from the transaction is communicated date his/her leave began or such later date as required by Law or the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer Collective Bargaining Agreement, in which case any wages, compensation, or benefits eligibility shall be entitledprospective only, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such individual’s active employment with Buyer. Each offer of employment made by Buyer to accept a Palisades Employee or decline a Big Rock ISFSI Employee shall be consistent with the standard hiring practices and employment offer. Beginning on prerequisites of Buyer (applied consistent with Buyer’s past practices), and to the date on which receipt by Buyer of confirmation from Seller or NMC that such individual (i) is currently performing and is qualified, licensed, certified, or trained in accordance with any applicable requirement of Seller's Employees are hired Governmental Authority to perform the duties and responsibilities of his or her current job assignment or the position to be offered to him or her by Buyer; and (ii) has the appropriate nuclear power plant access authorization. At the Closing, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to the Collective Bargaining Agreement and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and assume all obligations or liabilities which may arise as a result of Seller's employment of such Employees on ’s or prior NMC’s obligations under the Collective Bargaining Agreement with respect to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed each Bargaining Unit Transferred Employee as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Datedate he or she commences employment with Buyer, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assumingthe provision of retirement and insurance benefits, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms remainder of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) term of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Sellerthe Collective Bargaining Agreement. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter For purposes of this Section 12.16.10, Buyer shall include any Affiliate of Buyer which approval offers employment to Palisades Employees or Big Rock ISFSI Employees. Buyer does not assume any Liability under the Collective Bargaining Agreement or otherwise with respect to any Palisades Employee unless and until he or she becomes a Transferred Employee. Buyer’s agreement to offer employment to the Palisades Employees and Big Rock ISFSI Employees under this Section 6.10(a) shall not constitute an employment agreement or contract with any Palisades Employee or Big Rock ISFSI Employee, and each Transferred Employee shall be unreasonably withheld. This Agreement may be amended or terminated without liability an “at-will” employee, subject to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Collective Bargaining Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Dateif applicable.
Appears in 1 contract
Samples: Asset Sale Agreement
Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through After the Closing Date, including but not limited WCI shall cause CRC's and FBLP's main office employees (all of whom are listed on Schedule 9.12(a) (the "OFFICE EMPLOYEES")) and facility employees (all of whom are listed on Schedule 9.12(b) (the "FACILITY EMPLOYEES")) to any amounts due either continue to be employed by CRC or FBLP in his or her current position or to be offered a similar position with a WCI Affiliate located in Clarx Xxxnty at his or her current compensation for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility a period of two years after the Closing Date for each Office Employee and one year after the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing Closing Date for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any each Facility Employee. In the event an Office Employee or Facility Employee is terminated by WCI without cause (as hereinafter defined), WCI will continue to pay such employee's compensation and will reimburse his or her costs under COBRA for the transactions contemplated remainder of the applicable employment term (the second anniversary of the Closing Date in the case of Office Employees and the first anniversary of the Closing Date in the case of Facility Employees), provided that any Office Employee or Facility Employee whose employment by this Agreement are not consummated, CRC or FBLP is terminated without cause and who declines an offer for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller similar position at or a WCI Affiliate located in conjunction with the Branch before the termination of this Agreement. However, Buyer will Clarx Xxxnty shall not be prohibited entitled to such compensation and reimbursement of COBRA benefits. "CAUSE" means insobriety on the job, conviction of a misdemeanor involving moral turpitude or a felony, illegal business practices in connection with WCI's or its Affiliate's business, misappropriation of WCI's or its Affiliate's assets, excessive absence of the employee from hiring his or her duties during usual working hours for reasons other than vacation, disability or sickness, any such Employee where the contact with Buyer is initiated material breach by the Employee. Buyer shall have employee of any material condition of employment or failure of the right but not the obligation prior employee to the Closing to provide training to any Employees that will become employees of Buyer after the Closing perform competently and efficiently his or her duties, as set forth determined by WCI in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' its reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Datediscretion.
Appears in 1 contract
Samples: Stock Purchase Agreement (Waste Connections Inc/De)
Employees. (a) Effective on the Closing Date, Buyer shall offer employment to all Business Employees at the same work location (or, for Business Employees whose work location immediately prior to the Closing was the corporate headquarters of Seller or otherwise, then at a work location within the Northeast Ohio geographic region or where such employee worked), (i) for Business Employees who are covered by the Union Contract, in compliance with the terms and conditions of the Union Contract and (ii) for Business Employees who are not covered by the Union Contract, (A) at the same salary or wages as provided by Seller immediately prior to the Closing Date and (B) with medical, dental, vision, life insurance, disability and 401(k) benefits (the “Covered Benefits”) that are substantially comparable in the aggregate as provided by Seller immediately prior to the Closing Date and (C) with incentive compensation opportunities that are substantially comparable in the aggregate as provided by Buyer to similarly situated employees of Buyer. Notwithstanding the foregoing, in respect of Business Employees on disability leave or other approved leave of absence (other than vacation) as of the Closing Date, the offers of employment to be entitledmade by Buyer pursuant hereto shall not be made as of the Closing Date but as otherwise provided below. If, within six (6) months of the Closing Date, such Business Employee on disability leave or other approved leave of absence notifies Buyer that he or she is capable of returning to work (and, if applicable is cleared for return to work), then Buyer shall offer such Business Employee employment pursuant to the terms above and the effective date of such Business Employee’s employment with Buyer will not be as of the Closing Date, but rather the date on which such employee returns to work with Buyer (the “Delayed Hire Date”). If such Business Employee on disability leave or other approved leave of absence does not make such notification to Buyer (or, if applicable, is not requiredcleared for work) within six (6) months after the Closing Date, Buyer shall not be obligated to meet offer employment to such Business Employee and such individual shall not be treated as a Business Employee for any purpose under this Agreement. Seller makes no representation as to whether such employees will accept employment with Buyer. In addition, Buyer agrees that in connection with its employment of Business Employees, Buyer shall: (i) for the twelve (12) month period following the Closing Date, provide each such Business Employee with: (A) salary or wages which are no less than the salary or wages provided by Seller immediately prior to the Closing (and, in the case of Business Employees who are covered by the Union Contract, in compliance with the terms and conditions of the Union Contract); and (B)(x) in the case of Business Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated who are not covered by the Union Contract, Covered Benefits that are substantially comparable in the aggregate as provided by Seller immediately prior to the Seller's Employees. Seller agrees Closing Date and incentive compensation opportunities that are substantially comparable in the aggregate as provided by Buyer to give Buyer access to personnel files concerning each similarly situated employees of Buyer, and (y) in the case of Business Employees who are covered by the Union Contract, incentive opportunities and employee benefits as required by the terms and conditions of the Employees employed at Seller's Branch within seven Union Contract); (7ii) days of receiving for the twelve (12) month period following the Closing Date, provide each such Employee's written consent Business Employee with severance benefits that are no less favorable than the severance amounts payable under the practice, plan or policy in effect for such release. Seller shall Business Employees immediately prior to the Closing and disclosed on Schedule 7.3(a) (in the case of Business Employees who are not covered by the Union Contract) or as required by the terms of the Union Contract (in the case of Business Employees who are covered by the Union Contract); (iii) give full credit for years of service with Seller, its Affiliates or predecessors for purposes of eligibility and vesting under Buyer’s employee benefit plans, programs and arrangements (but not for purposes of equity incentive plans or benefit accruals under any defined benefit plan); (iv) waive any waiting periods for participation, coverage or benefits; (v) waive any exclusions for benefits for pre-existing conditions; and (vi) with respect to Buyer’s group health plans, use commercially reasonable efforts to obtain such consent from each of its provide credit for co-payments and deductibles made by Business Employees as soon as practicable after the initial meeting with Employees employed at the under Seller's Branch’s group health plans. Buyer shall agrees to honor the 2020 merit increase in salary for all salaried Business Employees effective January 4, 2021 as communicated to all such employees in June 2020. Notwithstanding anything to the contrary herein, to the extent that a Business Employee is entitled under applicable Law, the Union Contract, or any policy of Seller to be entitled, paid for any vacation days accrued or earned but is not obligated to, personally interview each yet taken by such Business Employee as of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date, Seller shall discharge the Liability for such vacation days. Buyer The parties shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from cooperate reasonably and in good faith following the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations this Agreement and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing Date to agree to the terms of a customary trust-to-trust transfer of account balances (includingincluding notes or similar instruments reflecting participant loans) from Seller’s 401(k) plan to Buyer’s 401(k) plan or similar defined contribution retirement plan pursuant to Section 414(l) of the Code; provided that, without limitation, those specified in the next paragraph)event that the parties are unable to so agree, then, if necessary, Buyer shall amend its 401(k) plan or similar defined contribution retirement plan to ensure that it will accept direct rollovers of eligible rollover distributions (and notes or similar instruments reflecting participant loans) from the Seller Plans. Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Any Business Employees who become employees of the Branch will have their earned compensation paid in full by Seller through Buyer on the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor Date shall it have responsibility for cease participation in the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered plans maintained or contributed to by Seller or any Affiliate of Seller. This Agreement is not intended to create and does not create any contractual or legal rights , including the Seller Plans, in or enforceable by any Employee. Buyer agrees to obtain prior approval each case effective as of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter later of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees Date or as otherwise provided under the terms of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Dateemployee benefit plan.
Appears in 1 contract
Employees. Buyer (a) Except for those Business Employees set forth on Schedule 9.4(a)(i), Purchaser shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each make offers of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determineall active Business Employees, effective the day immediately following as of the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such For this purpose a Business Employee shall be given five an "active" Business Employee if such employee is actively at work on the Closing Date, or is absent from work on the Closing Date due to holiday, vacation, jury duty or sick leave (5provided such sick leave is not reasonably likely to result in such Business Employee becoming entitled to disability benefits under Seller's long term disability plan). Purchaser's offer of employment shall be at the same wage and salary rate of compensation as such individual received from Seller, and pursuant to the benefit plans as summarized on Schedule 9.4(a)(ii). Each Business Employee who accepts Purchaser's offer of employment and becomes an employee of Purchaser on the Closing Date shall be referred to herein as a "Transferred Employee." Purchaser shall provide to the Transferred Employees severance benefits under the terms of Purchaser's severance plan; provided that if the Transferred Employees set forth on Schedule 9.4(a)(iii) Business Days from otherwise become entitled to severance benefits under the date terms of Purchaser's severance plan between the Closing and December 31, 2003, the amount of and form of severance benefits shall be as set forth on Schedule 9.4(a)(iii) (the "Special Severance"). Prior to Closing, Seller shall inform the Transferred Employees set forth on Schedule 9.4(a)(iii) of the Special Severance arrangement. In the event Purchaser becomes obligated to provide Special Severance to any of the Transferred Employees set forth on Schedule 9.4(a)(iii) during the 120 days following Closing, then Seller shall reimburse Purchaser within 10 business days of receipt of an invoice for the amount of such offer to accept or decline severance, including the employment offer. Beginning cost of the continued employee benefits; provided, however, that the amount of the salary continuation component of such severance reimbursement obligation shall not exceed the amount determined based on the date on which Transferred Employee's salary rate as in effect at the time of the Closing, without regard to any increase following the Closing. Purchaser shall credit each Transferred Employee with years of Sellerservice with Seller and Traex (and any predecessor thereof) for purposes of eligibility, and vesting under each employee benefit program Purchaser maintains for Transferred Employees, and for determining levels of benefits under Purchaser's Employees are hired by Buyerseverance, Buyer vacation and other paid-time off programs, but not for benefit accrual purposes under any defined benefit or cash balance pension plan. It is specifically understood and agreed that Purchaser shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such have the right, exercisable in its sole discretion to terminate or layoff any Transferred Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 1 contract
Employees. Buyer (a) At the Effective Time, Parent agrees that, except for those employees resigning as of the Effective Time as contemplated in Section 4.11(b) of the Company Disclosure Schedule, all employees of the Company and its Subsidiaries immediately prior to the Effective Time shall be entitledoffered comparable continuing employment at rates of pay and with benefits under employee benefit plans, but is not requiredprograms, arrangements and policies for the benefit of employees of the Company and its Subsidiaries that in the aggregate are no less favorable to meet with such employees than the Employees rates of pay in effect for the twelve (12) months prior to the Effective Time and the Company Plans set forth in Section 6.8(a) of the Company Disclosure Schedule, provided that payment of any amounts payable under the Company’s incentive bonus program described in Section 6.8(a) of the Company Disclosure Schedule shall be made in the ordinary course to Persons employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each Company or its Subsidiaries as of the Employees employed at Seller's Branch within seven (7) days end of receiving such Employee's written consent for such release. Seller the calendar year 2006, and shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall not be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept accelerated or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise pro-rated as a result of Buyer's employment the occurrence of such Employees on the Merger and the other transactions contemplated hereby. Neither this Section 6.8 nor any other provision of this Agreement shall limit the ability or the right of the Surviving Corporation or its Subsidiaries to terminate the employment, or to alter any applicable rates of pay or benefits under employee benefit plans, programs, arrangements and policies, of any employees of the Company or any of its Subsidiaries who continue as employees of the Surviving Corporation or any of its Subsidiaries (collectively, the “Continuing Employees”) after such first date the Effective Time (subject to the rights of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against employees pursuant to any and all obligations or liabilities agreement which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer binding after the Closing Effective Time as set forth in this Section 126.8(b) of the Company Disclosure Schedule). Such training All service credited to each Continuing Employee shall be at recognized by Parent for all purposes, including vacation and for purposes of eligibility, vesting and benefit accruals under any employee benefit plan provided by Parent for the expense benefit of Buyer the employees. Without limiting the foregoing, Parent shall not treat any Continuing Employee as a “new” employee for purposes of any pre-existing condition exclusions, waiting periods, evidence of insurability requirements or similar provision under any health or other welfare plan, and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyermake appropriate arrangements with its insurance carrier(s), Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Dateextent applicable, to ensure such result.
Appears in 1 contract
Employees. Buyer (a) As of the Closing Date, Sellers shall be entitled, but is not required, to meet with terminate the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each employment of all of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such releaseother than those who are on short-term disability leave). Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as As soon as practicable after the initial meeting date of this Agreement, U.S. Purchaser shall, with respect to Employees employed at in the Seller's BranchUnited States, and Canadian Purchaser shall, with respect to Employees employed in Canada, offer employment, effective as of the Closing, to all Persons who are or will be Employees on the day immediately preceding the Closing Date (other than those on short-term disability leave) and who complete Purchasers' standard application agreement and Purchasers otherwise shall take all other actions necessary to eliminate any obligations of Sellers under the Worker Adjustment and Retraining Notification Act ("WARN") and any similar Laws to give any notice of the transfer of any operations or the loss of employment or the loss of pay or benefits or to pay any amounts in lieu of such notice. Buyer Each Employee who accepts any such offer of employment shall be entitledreferred to herein as a "Transferred Employee." The offer of employment, but including, wages, salaries and benefits, shall be on terms substantially similar to those terms and conditions under which the Transferred Employees were employed immediately before the Closing Date. All union Employees shall receive credit with respect to their employment with Purchaser, for purposes of seniority and all other purposes under the Union Contract, for all of the time they were employed by Sellers. Any Employee who is not obligated toon short-term disability leave as of the Closing Date shall remain employed by the Sellers through such Employee's short-term disability leave; provided, personally interview each however, that if he or she recovers from his or her disability within the period of Seller's Employees. Buyer may his or her short-term disability leave or the six-month period following the Closing Date (whichever is shorter), the appropriate Purchaser shall at that time make or cause one of its Affiliates to make, an offer of employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired him or her on such the same employment terms and conditions as Buyer are applicable to similarly situated Transferred Employees, and the appropriate Purchaser shall determine, effective reimburse Sellers for the day immediately following full amount of any short-term disability leave cash compensation paid by Sellers to such Person with respect to periods beginning with the Closing Date. Buyer Date until the date that such Person accepts employment with the appropriate Purchaser; each such Person who accepts employment with a Purchaser shall make any offers also be deemed a "Transferred Employee" as of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such acceptance. Except as may be required under the Union Contract, Purchasers' commitment to offer employment to accept or decline the employment offer. Beginning on the date on which any of Seller's all Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an a contract of employment contract for any such Employee or any other obligation to employ such Employees. All and all Transferred Employees of the Branch shall be employees at will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior except to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth extent, if any, expressly agreed in this Section 12. Such training shall be at the expense of Buyer a written contract between a Purchaser and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Datean individual Transferred Employee.
Appears in 1 contract
Employees. Buyer The employment of all persons who are employees of Spinco immediately prior to the Distribution but who are on short-term disability (“STD”) or workers’ compensation leave at that time (“Covered Employees”) shall be transferred from Spinco to Forest immediately prior to the Distribution and shall remain eligible for the same benefits normally available to Forest employees on STD or workers’ compensation leave. At the Closing, Forest shall provide the Company with a schedule identifying all Covered Employees. If a Covered Employee on STD leave returns to work at or prior to the time when such individual would cease to be eligible for Forest’s STD leave (which eligibility ceases 180 days from the inception of disability, inclusive of an elimination period), the Company or an affiliate of the Company shall offer such Covered Employee employment on the same terms and conditions as would have applied to such Covered Employee had he or she remained continuously employed with Spinco and its affiliates from the inception of such Covered Employee’s disability, and such Covered Employee will thereupon be deemed to be a Continuing Spinco Employee for purposes of the Transaction Agreements. If a Covered Employee on workers’ compensation leave returns to work within six months of going on such leave, the Company or an affiliate of the Company shall offer such Covered Employee employment on the same terms and conditions as would have applied to such Covered Employee had he or she remained continuously employed with Spinco and its affiliates from the inception of such Covered Employee’s workers’ compensation leave, and such Covered Employee will thereupon be deemed to be a Continuing Spinco Employee for purposes of the Transaction Agreements. Each such Covered Employee who accepts such offer of employment from the Company or an affiliate of the Company shall have no further employment relationship with Forest or any affiliate of Forest. With respect to the period during which any Covered Employees participate in Forest’s STD program or are on workers’ compensation leave (and during any COBRA continuation period applicable to any such Covered Employee or his or her dependents), Forest (or its insurer) shall administer the benefits that such employees receive pursuant to the terms of Forest’s medical, dental, vision, life insurance, voluntary life insurance, accidental death and dismemberment insurance, voluntary accidental death and dismemberment insurance, employee assistance program, flexible benefits program, long term disability, club memberships and bus pass plans (collectively, the “Covered Employee Forest Plans”) as in effect on the Distribution Date and as may be amended by Forest in its sole discretion; provided, that if any such Covered Employee returns to work on a date other than the first day of a calendar month, such Covered Employee shall remain eligible for participation under the Covered Employee Forest Plans until the last day of the calendar month in which such Covered Employee returns to work. With respect to the period during which any Covered Employees participate in Forest’s STD program, the Company shall pay to Forest an amount equal to the sum of (i) Forest’s 2006 COBRA rates to maintain medical, dental and vision insurance during such period for such Covered Employees and their dependents who participate in the Covered Employee Forest Plans, and (ii) Forest’s actual costs during such period for the provision of STD, life insurance, voluntary life insurance, accidental death and dismemberment insurance, voluntary accidental death and dismemberment insurance, employee assistance program, flexible benefits program, long term disability, club memberships and bus pass benefits. Covered Employees who ultimately become employees of the Company (or an affiliate of the Company) pursuant to this paragraph shall be entitled, but starting on the first day of the first calendar month following the date of commencement of employment (or if such date of commencement of employment is not requiredthe first day of a calendar month, starting on such date of commencement of employment), to meet with all benefits accruing to Spinco Employees pursuant to the Employees employed at Seller's Branch no later than seven (7) days terms of the Employee Benefits Agreement after the transaction is communicated by the Seller date of commencement of employment (“Commencement Date”), but shall not be entitled to any such benefits accruing prior to such date; provided, however, that (A) such Covered Employees shall be entitled to the Seller's Employees. Seller agrees conversion of their Unvested Forest Stock Options existing at the Commencement Date to give Buyer access options to personnel files concerning each acquire shares of the Employees employed at Seller's Branch within seven Company Common Stock utilizing the Option Exchange Ratio provided in Section 2.9 of the Merger Agreement, but according to daily closing prices for the last five trading days immediately preceding the Commencement Date (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable rather than daily closing prices before and after the initial meeting Effective Time) and (B) in lieu of a direct plan-to-plan transfer of assets with respect to such Covered Employees employed at from the Seller's Branch. Buyer shall be entitledForest Savings Plan to the Company Savings Plan as provided in Section 6.9(d) of the Merger Agreement, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Covered Employee shall be hired allowed to elect a direct rollover from the Forest Savings Plan to the Company Savings Plan on such reasonable terms and conditions as are agreed to by Forest and the Company (such terms and conditions as Buyer shall determineshall, effective the day immediately following the Closing Date. Buyer shall make however, permit an in-kind rollover of any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days outstanding loan from the date of Forest Savings Plan to such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraphCovered Employee). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 1 contract
Employees. Buyer shall (a) Except as otherwise provided herein, for the one-year period commencing on the Closing Date (or such longer period as may be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated required by the Seller terms of any collective bargaining agreement or applicable law) (the "Continuation Period"), Purchaser shall provide, or cause Gentek Holdings and Gentek to provide, those persons actively employed by Gentek Holdings and Gentek in the Business immediately prior to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each Closing, and those employees of the Business on vacation, leave of absence, disability (except employees on long-term disability and on short-term disability who immediately thereafter become eligible for long-term disability) or sick leave or layoff (whether or not such employees return to active employment with Gentek Holdings or Gentek) (the "Fabral Employees"), with employee benefits substantially similar to those provided to similarly situated employees of Purchaser; provided that all employee benefits which are provided under a Collective Bargaining Agreement listed on Section 3.19 of the Disclosure Schedule shall continue to be provided by Purchaser in all respects as set forth in such Collective Bargaining Agreements ("Continued Benefits"), including Continued Benefits promised to retired Fabral Employees, until such time as the Continued Benefits shall have been the subject of good faith bargaining by and among the parties to such Collective Bargaining Agreements. Notwithstanding the prior sentence, nothing herein shall prohibit or prevent Purchaser from terminating any Fabral Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent from employment with Purchaser for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitledany lawful reason, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept including without cause or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment a restructuring of the Business by Purchaser so long as such terminated Fabral Employees on or after such first date shall be entitled for the period from the Closing Date to the six-month anniversary of employment the Closing Date (the "Transition Period") to severance benefits in conformance with the terms of such Employeesthe Alcan Building Products Severance Policy, and hereby agrees Employee Relations Policy No. 16, a copy of which is set forth in Section 6.01(a) of the Disclosure Schedule, as applicable to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Fabral Employees on or immediately prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate EmployeesClosing, in accordance with Seller's customary policies and practices, for lieu of severance benefits under the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing DateAlumax Severance Pay Plan.
Appears in 1 contract
Samples: Stock Purchase Agreement (Euramax International PLC)
Employees. Buyer shall be entitled(a) The parties agree that, but is not required, prior to meet with the Employees employed at Seller's Branch no later than seven (7) days and after the transaction is communicated by Closing, the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not to make an offer of employment to the obligation Employees listed on Schedule 7(a). On and after the Closing Date, the Buyer shall hire any such Employee who has accepted Buyer's offer by executing an offer letter. Any such Employee who accepts Buyer's offer of employment and who, within fourteen (14) days after the Closing Date, commences employment with Buyer by reporting for work and is actively employed by Buyer for at least one day is hereinafter referred to as a "TRANSFERRED EMPLOYEE." Buyer shall, for the period of 30 days following the Closing, offer to provide or cause to be provided to Transferred Employees compensation that are substantially comparable to the base salary provided to them by Sellers immediately prior to the Closing. Subject to the satisfaction of applicable enrollment requirements (other than any service or waiting period requirement or any rule regarding entry dates), each Transferred Employee (and his or her eligible spouse or dependents) who, as of the Closing Date, participates in Employee Benefit Plans of any Seller shall, within a reasonable period following such Transferred Employee's commencement of employment with Buyer, become eligible to provide training participate in employee benefit plans maintained by Buyer for its employees. Buyer shall not for a period of thirty (30) days after the Closing terminate the employment of any Employee who accepts employment with Buyer. Buyer will assume liability for bonuses and vacation benefits, listed on Schedule 5(g), of Transferred Employees who accept employment with Buyer, accrued through the Effective Time. All of the responsibilities that Buyer assumes and is responsible under this Section 7(a) are referred to herein as the "ASSUMED EMPLOYEE OBLIGATIONS". Sellers will use all reasonable efforts to cause such Employees to make available their employment services to the Buyer. Sellers covenant that they will forever waive any rights under any non-competition, non-disclosure, non-solicitation or similar provisions they have with respect to the Business or the Acquired Assets under any employment, non-compete or other arrangements with any of the Employees that will become employees of who are to be employed by Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing DateClosing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Net2000 Communications Inc)
Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven Within fifteen (715) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Effective Date, Sellers shall provide Buyer access to personnel files concerning each a complete and accurate list of the Employees employed names of Sellers’ employees, and their corresponding job titles, store or office locations (as the case may be), dates of hire, current rates of compensation, accrued and unused vacation leave and sick leave and other commitments that exist with respect to such employees, whether oral or in writing. Such list shall also indicate which such employees, if any, are not actively at Seller's Branch within seven work as of the date specified therein (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts other than due to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employeesvacation or short-term illness). Buyer may offer employment effective as of the Closing Date to any of such Employees which Buyer, employees as Buyer shall determine in its sole and absolute discretion, desires to employ. Any at such Employee shall be hired on salary and/or wage levels, with such benefits and under such other terms and conditions as Buyer shall determinedetermine in its sole discretion. Any employee who accepts an offer of employment from Buyer on or within 30 days after the Closing date shall be referred to herein as a “Transferred Employee”. Sellers shall retain all liabilities (including accrued vacation and liabilities arising in connection with COBRA) in respect of all of its employees, effective including Transferred Employees, other than liabilities associated with the day immediately following Transferred Employees’ service with Buyer after the Closing Date. Buyer Sellers shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against remain solely responsible for any and all obligations or liabilities which may that might arise as a result under the WARN Act arising out of Seller's any employment of such Employees losses occurring prior to, on or prior to after the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is Date with respect to be construed all current and former employees as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited and shall take all actions that are necessary to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction comply with the Branch WARN Act, including providing any notices required under the WARN Act. Sellers shall remain liable for all workers’ compensation claims arising out of injuries or occupational diseases sustained or contracted before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such date the Transferred Employee where commences employment with the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 1 contract
Employees. (a) Seller shall provide an updated Schedule 3.15 to Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven thirty (730) days after the transaction is communicated by the prior to Closing (provided that Buyer provides Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each with reasonable advance written notice of the Employees employed at Seller's Branch Closing Date). As of or before Closing, Buyer shall offer employment as of the Closing Date to all Station Employees, other than the employee(s) set forth on Schedule 5.11, and each such Station Employee who accepts Buyer’s offer of employment within seven (7) days of receiving such five Business Days following the Closing Date will be a “Transferred Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch”. Buyer shall be entitledemploy at-will those Transferred Employees who do not have employment agreements with Seller, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole initially at a salary and absolute discretion, desires to employ. Any such Employee shall be hired at a position and on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired determined by Buyer, Buyer shall assume all obligations but with monetary compensation (consisting of base salary, and, as applicable commission and liabilities which may arise normal bonus opportunity) substantially the same as a result of Buyer's employment of such Employees on or after such first date those provided by Seller immediately prior to Closing. The initial terms and conditions of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, for those Transferred Employees who have employment agreements with the Seller shall indemnify and hold harmless be as set forth in such employment agreements, which shall, to the extent permitted under the applicable agreements, be assigned to Buyer and assumed by Buyer's officers. The Buyer shall, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through at least one year after the Closing Date, including but not limited provide each Transferred Employee who remains employed with the Buyer or its Affiliates with employee benefits (other than retirement or pension benefits and excluding any equity or phantom equity arrangements) that are substantially similar to the employee benefits (other than retirement or pension benefits and excluding any amounts due equity or phantom equity arrangements) provided to the Transferred Employees by Seller and its Affiliates as of the Closing Date (and for accrued but unused vacation paywhich summary plan descriptions have been provided in accordance with Section 3.14). The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummatedshall, for a period of at least one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be Date, provide at the expense least two weeks for each year of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance service (including service with Seller's customary policies and practices), for the Employees' time spent being trained of severance payments to Transferred Employees who are terminated by Buyer and the Employees' reasonable reimbursable expenses (such compensation who execute a release of claims in a form reasonably satisfactory to be reimbursed Buyer, other than Transferred Employees who are terminated by Buyer for cause or who voluntarily terminate their employment with Buyer. For the avoidance of doubt, Buyer does not assume and shall have no responsibility for severance or other payments due to Seller at Closing any Station Employee (or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to other employee of Seller) who is not a Transferred Employee, including without limitation those who reject or do not accept Buyer’s offer of employment within five Business Days after the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement
Employees. Buyer shall be entitledSubject to the terms of the Transition Services Agreement, but during the period from the Closing until at least the date that is not required, to meet with the Employees employed at Seller's Branch no later than seven sixty (760) days after following the transaction is communicated by Closing (such 60-day period, the “Transition Period”), Seller shall continue to the Seller's Employees. Seller agrees offer employment to, and continue to give Buyer access offer to personnel files concerning contract for services from, as applicable), each of the Employees employed at Seller's Branch Business Workers as of the Closing upon substantially the same terms and conditions as in effect as of the date hereof. From and after the Closing, Purchaser and/or an Affiliate may make offers of employment or for services to those Business Workers determined by Purchaser in its sole discretion (which may be all, less than all or none of the Business Workers) on such terms and conditions as Purchaser shall determine in its sole discretion. Any Business Workers who accepts an offer from Purchaser and/or its Affiliates is hereinafter referred to as a “Hired Worker.” Any Business Worker who is not offered employment Purchaser and/or its Affiliates or who does not accept such an offer of employment and commence work with Purchaser and/or its Affiliates either within seven the Transition Period or [____] days thereafter is hereinafter referred to as an “Excluded Worker.” During the Transition Period, and in connection with the hiring of the Hired Workers by Purchaser and/or its Affiliates (7the date(s) days of receiving such Employee's written consent hiring for such release. a Hired Worker being the “Hire Date”), Seller shall not interfere with, and shall use commercially reasonable efforts to obtain assist, Purchaser and its Affiliates in effecting such consent from each hiring. Seller shall pay all amounts due or that would otherwise have become due to the Business Workers (including both the Hired Workers and the Excluded Workers) with respect to their employment by or on behalf of its Employees as soon as practicable after Seller or the initial meeting with Employees employed at Business, including accrued vacation pay, accrued sick pay and any severance benefit that may be payable by reason of the Seller's Branch. Buyer termination by or on behalf of Seller of the employment of any Business Worker (including both any Hired Worker and any Excluded Worker), and Purchaser shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment assume any Liability or other obligation to any of such Employees which Buyer, in its sole Business Worker (including both any Hired Worker and absolute discretion, desires any Excluded Worker) or former employee with respect to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective employment by Seller or the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing Hire Date or under any Benefit Plan. Seller shall be exclusively responsible for complying with COBRA with respect to all Business Workers (includingincluding both the Hired Workers and the Excluded Workers) and former employees, without limitationand their qualified beneficiaries, those specified in including by reason of any such Business Workers’ termination of employment by or on behalf of Seller. Purchaser shall not have any obligation or Liability to provide coverage under COBRA on account of any such termination of employment or any other event occurring on or before the next paragraphHire Date. Pursuant to Treasury Regulations Section 1.409A-1(h)(4), Seller and Purchaser agree that each Hired Worker shall be treated as having a “separation from service” with Seller or the Business as of the Hire Date for purposes of Section 409A of the Code and Treasury Regulations Section 1.409A-1(h). Nothing contained herein is in this Agreement shall confer upon any Business Workers any right with respect to be construed as offering continuance of employment by or creating an employment contract for any such Employee on behalf of Purchaser or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assumingits Affiliates, nor shall it have responsibility for anything herein interfere with the continuation ofright of Purchaser to terminate the employment of any of the Hired Workers at any time, with or without cause. No provision of this Agreement shall create any third party beneficiary rights in any Business Worker or any liabilities under beneficiaries or in connection with: (i) any employment contractdependents thereof, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred with respect to the compensation, bonusesterms and conditions of employment and benefits, stock options including any such items that may be provided to any Hired Worker by Purchaser or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) under any "employee benefit plan" as defined plan that Purchaser may maintain. Nothing contained in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at considered to modify or amend the expense terms and conditions of Buyer and shall be conducted on Saturday any Benefit Plan or after business hours at a location other than the Branch. At the request any employee benefit plan of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing DatePurchaser.
Appears in 1 contract
Samples: Asset Purchase Agreement
Employees. Buyer shall be entitled(a) As of the Closing, Insight or its Affiliates may, but is not required, to meet with the Employees employed at Seller's Branch shall have no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated obligation to, personally interview each of Seller's Employees. Buyer may employ, continue to employ or offer employment to any Telephony Business Employees that are not Retained Employees. Schedule 4.14(a) shall be updated on or about the 40th day after the date hereof to reflect new hires or other personnel changes. Comcast agrees and shall cause its appropriate Affiliates, to cooperate in all reasonable respects with Insight to allow Insight or Insight’s Affiliates to evaluate the Telephony Business Employees that are not Retained Employees to make hiring decisions. In this regard, Insight shall have the opportunity to make such appropriate prehire investigation of the Telephony Business Employees as it deems necessary, including upon the written consent of the applicable employee, the right to review personnel files, which shall include attendance and discipline records and performance evaluations, and the right to interview such employees during normal working hours so long as such interviews are conducted after notice to Comcast and do not unreasonably interfere with Comcast’s operations and such investigations and interviews do not violate any Legal Requirement or contract. Within 60 days after the date hereof, Insight will provide to Comcast a list of the Telephony Business Employees that Insight desires to employ or continue to employ from and after the Closing Date (the “Hired Employees”), which Buyer, in its list shall not include any Retained Employees. The selection of employees will be made at the sole and absolute discretion, desires discretion of Insight. Comcast will cooperate in permitting Insight to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any extend offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Hired Employees. All Employees As of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation ofComcast will, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintainedwill cause Comcast Phone Indiana and Comcast Phone Kentucky, as applicable, to terminate the case may be, by Seller; or (ii) employment of any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was person employed by Seller at such entity other than a Hired Employee and Comcast will or in conjunction with will cause its appropriate Affiliates, other than Comcast Phone Indiana and Comcast Phone Kentucky, to terminate the Branch before employment of all other Hired Employees. As of the termination Closing Date, neither Insight nor any of this Agreement. Howeverits Affiliates shall have any obligation to Comcast, Buyer will not be prohibited from hiring Comcast’s Affiliates or any such Employee where the contact entity’s employees with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior respect to the Closing to provide training to any Employees that will become such employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Hired Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 1 contract
Employees. Buyer (a) Purchaser shall identify no later than five (5) days prior to Closing an Affiliate of Purchaser (the "Hiring Affiliate") that shall be entitled, but is not requiredobligated, to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any employee of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired Seller on such terms and conditions as Buyer the Hiring Affiliate may determine. In connection therewith, Purchaser shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from cause such Hiring Affiliate to execute an agreement with Seller of records referred to above. Any in which such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations Hiring Affiliate accepts and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated bound by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as terms and conditions set forth in this Section 126.13. Such training Seller shall provide the Hiring Affiliate with a reasonable opportunity to interview and select the employees of the Seller to whom binding written offers of employment will be made. Any employee of Seller who accepts the Hiring Affiliate's offer of employment within (5) days of the Closing Date and is employed by the Hiring Affiliate on the first Business Day following the later of (x) the September 30, 2003 or (y) the employee's termination of employment from Seller (each a "Hired Employee") shall (i) be deemed to have terminated employment with Seller in a manner that will entitle such Hired Employee to be paid by Seller any amount accrued under Seller's existing Stay Bonus Plan or Management Incentive Plan subject to the terms and conditions of Hired Employee's Stay Bonus Plan and/or Management Incentive Plan, and (ii) not be eligible for or receive any benefits under Seller's Severance Benefits Plan. Hired Employees who are not covered by Seller's Upside Sharing Plan shall be at eligible to receive from the expense Hiring Affiliate a retention bonus equal to the amount of Buyer the cash severance pay that the Hired Employee would have received under Seller's Severance Benefits Plan had the Hired Employee not been offered employment by the Hiring Affiliate; provided that such retention bonus shall be paid only if the Hired Employee remains in the continuous employ of the Hiring Affiliate from the Hired Employee's date of hire until the earliest of (A) the date the Hired Employee's employment with the Hiring Affiliate is terminated by the Hiring Affiliate for any reason other than for cause, (B) the Payment Termination Date or (C) the date which is twelve (12) months after the Closing Date. A Hired Employee's right to receive any such retention bonus shall be subject to the terms, and conditioned upon execution by the Hired Employee and the Hiring Affiliate, of a written agreement in the form attached hereto as Exhibit I. As soon as practicable after the Closing Date, but in no event later than 30 days following the Closing Date, Purchaser shall cause Bay4 Capital, LLC to establish a trust in form and substance specified by Seller, in its sole discretion, for the payment of such retention bonuses to Hired Employees and Seller shall cause such trust to be funded with an amount sufficient to pay all such retention bonuses. Bay4 Capital, LLC shall be the grantor of the trust and shall be conducted responsible for the employer's share of all taxes payable in connection with payments made from the trust pursuant to retention bonus agreements. All funds remaining in such trust following the date which is thirteen (13) months after the Closing Date shall be promptly refunded to Seller. (b) Hiring Affiliate shall (i) waive the standard ninety (90) day waiting period for Hiring Affiliate's healthcare benefits to begin the first day of the following month, (ii) offer healthcare coverage effective on Saturday or after business hours at the Hired Employee's date of hire with the Hiring Affiliate to each Hired Employee and/or the Hired Employee's spouse and dependents (collectively the "Qualified Beneficiaries") if the Qualified Beneficiaries were covered under any medical plan on the date immediately preceding the Hired Employee's date of hire with the Hiring Affiliate and (iii) reimburse on a location other than monthly basis any Hired Employee who is terminated by the Branch. At Hiring Affiliate without cause an amount equal to the request of Buyermonthly COBRA Subsidy, Seller shall compensate Employees, in accordance with as defined under Seller's customary policies and practicesSeverance Benefit Plan ("COBRA Subsidy"), expressed as a monthly benefit, payable under Seller's Severance Benefit Plan for the Employees' time spent being trained period provided under Seller's Severance Benefit Plan as of the date the Hired Employee's employment with Seller terminated, assuming the Hired Employee's eligibility for such COBRA Subsidy, but reduced by Buyer the number of weeks of the Hired Employee's employment with the Hiring Affiliate, and conditioned upon the Employees' reasonable reimbursable expenses Hired Employee's election of healthcare continuation coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee ReimbursementsCOBRA")). Seller shall cooperate with Buyer to make such Employees available for such training prior to , under the Closing DateHiring Affiliate's medical and dental plan or continuous coverage under the Seller's medical and dental plan.
Appears in 1 contract
Employees. Buyer (a) Prior to the Closing Date, Purchaser shall be entitled, but is not requiredmake a Qualifying Offer of Employment (as defined below), to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing, to each employee of Telecom or IBS who works primarily in the Services Business as of the Closing (including those individuals on vacation, disability or leave of absence, paid or unpaid, as of the Closing Date; provided, however, except as otherwise provided in an employment agreement or similar agreement, the employment of each Transferred Employee (as defined below) shall be employment at will and Purchaser shall not have an obligation to continue any such employment for a specified period. Buyer shall make any offers An offer of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five deemed a "Qualifying Offer of Employment" if (5A) Business Days from the date proposed base salary and level of such offer to accept or decline incentive compensation is no less than the employment offer. Beginning on the date on which any employee's base salary and level of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or incentive compensation immediately prior to the Closing Date and (including, without limitation, those specified in B) the next paragraph). Nothing contained herein proposed principal place of employment is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees within ten miles of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employee's principal place of employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training immediately prior to the Closing Date. Each employee of a Trans- ferred Company as of the Closing Date, and each other employee of Telecom or IBS described above who accepts the offer of employment described in the preceding sentence within 30 days of the Closing Date and that returns to active employment (hereinafter "Transferred Employees") shall be given credit for service with Pur- chaser (or any affiliate) for purposes of (i) determining eligibility to participate, entitlement to benefits, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations under each "employee welfare benefit plan" (as defined in Section 3(1) of ERISA) of Purchaser (or an affiliate) in which such Transferred Employee participates following the Closing Date (such plans hereinafter, "Purchaser Welfare Plans"), (ii) determination of severance benefits under any applicable severance plan of Purchaser (or an affiliate), and (iii) determination of vacation benefits under Purchaser's vacation policy; provided, however, that, in each case such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Transferred Employees shall also be given credit for amounts paid under a Benefit Plan or otherwise during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of a comparable Purchaser Welfare Plan.
Appears in 1 contract
Samples: Acquisition Agreement
Employees. Buyer The Debtors consent and agree that the Receivership Estates may employ existing or former employees of Xxxxxx who are not Shared Staff. As of the Effective Date, Xxxxxx shall endeavor to continue to employ those current employees of Xxxxxx who are identified on Exhibit B, and the Receivership Estates agree that they will not interfere with the employment relationship between Xxxxxx and any such individuals or seek to employ any of such individuals. Vesta and the Receivership Estates acknowledge that the ongoing employment of the Shared Staff identified on Exhibit B is critical to Xxxxxx’ ability to perform its undertakings pursuant to this Agreement and that the loss of any such Shared Staff will likely have an adverse impact upon Xxxxxx’ ability to provide ongoing services in the manner contemplated by this Agreement. As of the Effective Date, Xxxxxx shall endeavor to employ all of the Supplemental Staff during the months of January and February 2007 and thereafter for so long as employment of such Supplemental Staff (or portions thereof) may be requested by the Receivership Estates. The Shared Staff may be increased in number by any party hereto and, if all of the parties hereto agree to such increase and the employees to be retained, all such additional employees shall constitute Shared Staff. If after March 31, 2007, Xxxxxx, Xxxxx and the Receivership Estates are unable to agree upon the ongoing employment of any one of the Designated Shared Staff ("Disputed Designated Shared Staff"), then the party desiring to continue the employment of the Disputed Designated Shared Staff, shall be entitled, but is not required, to meet with solely responsible for paying the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller Shared Staff Expenses related to the Seller's EmployeesDisputed Designated Shared Staff. Seller agrees If after June 30, 2007, Xxxxxx, Xxxxx and the Receivership Estates are unable to give Buyer access to personnel files concerning each agree upon the ongoing employment of any of the Employees employed at Seller's Branch within seven (7) days remaining members of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts the Shared Staff, or any proposed addition to obtain such consent from each the Shared Staff, then the party desiring to continue the employment of its Employees as soon as practicable after the initial meeting with Employees employed at existing Shared Staff member or desiring to add an additional employee to the Seller's Branch. Buyer Shared Staff shall be entitledsolely responsible for paying the Shared Staff Expenses related to such continued employment of the Shared Staff member in question or the additional employee in question. Notwithstanding anything herein to the contrary, but is the decision to terminate or not obligated toterminate the employment of any employee or officer of Xxxxxx shall be in the sole discretion of Xxxxxx. Nothing herein shall constitute or be construed as an agreement by Xxxxxx, personally interview each Xxxxx or the Receivership Estates to provide any length or terms of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employeesemployee. All Employees such employees shall remain “employees at will” of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities Xxxxxx under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by SellerAlabama law. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability construed to benefit any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location parties other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Datethose who are signatories hereto.
Appears in 1 contract
Employees. Buyer shall be entitled(a) Seller Parties shall, but is not required, to meet with the Employees employed at Seller's Branch no later than seven within two (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (52) Business Days from after the date hereof, furnish to Purchaser a list of such offer to accept employees of Seller Parties currently employed in the Business (an "Employee" or decline the employment offer"Employees", as the context requires). Beginning For purposes of the preceding sentence, the term "Employee" shall include (i) each employee who is actively employed on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations hereof and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "each employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement who is not intended to create physically at work on such day solely because he is on employer-approved sick leave, short-term disability leave, vacation leave, maternity leave, paid time off, or leave under the Family and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval Medical Leave Act of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.11993, which approval but shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to include any Employee. In person who on the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer date hereof is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements"))long-term disability leave. Seller Parties shall cooperate provide Purchaser with Buyer reasonably unrestricted access to make performance data, organizational charts, compensation history and other personnel data with respect to Employees. Any transfers, promotions, reassignments, terminations, salary adjustments and similar changes with respect to such Employees available for such training prior to the Closing Date, other than normal (not exceeding in the aggregate 6% of the salaries of the employees receiving such adjustments) salary adjustments, shall be subject to the prior approval of Purchaser. Purchaser shall offer employment to such Employees as it shall determine in its sole discretion, on terms no less favorable with respect to compensation and incentives than those provided by the Purchaser to its own employees. Each such Employee who actually transfers to employment with Purchaser on the Closing Date is hereafter referred to as a "Transferred Employee" and each Employee described in clause (ii) of the first section of this Section 5.14(a) who actually commences employment with Purchaser after the Closing Date shall become a Transferred Employee on the date such employee commences active employment (and each reference to the Closing Date in this section 5.14 shall, with respect to any person who becomes a Transferred Employee after the Closing Date, refer to the date such person becomes a Transferred Employee). As of and after the Closing Date Seller Parties shall remain liable for all benefits under the Plans with respect to the period prior to the Closing Date including severance obligations and, except to the extent indemnified by Purchaser pursuant to Section 7.2(b) hereof, shall retain all liabilities with respect to Employees who are not Transferred Employees. Seller Parties shall use their reasonable best efforts to effect the transfer of such Employees to Purchaser as contemplated by this Section 5.14(a).
Appears in 1 contract
Samples: Asset Transfer Agreement (Reliance Group Holdings Inc)
Employees. Buyer shall be entitledmay, but is not requiredin its sole and absolute discretion, make employment available to meet with some or all employees of Seller at the Branch (the "Employees"). Seller agrees to deliver to Buyer a list of all Employees employed at Seller's the Branch no later than seven (7) days after by name, date of hire, salary and position, as of the transaction is communicated by the Seller to the Seller's Employees. Seller agrees most recent practicable date and to give Buyer access to personnel files concerning each of the Employees employed at Seller's the Branch within seven (7) days of receiving such Employee's written consent for of such releaseEmployees. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with execution of this Agreement. Employees employed at may be hired by Buyer on terms and conditions as are determined by the SellerBuyer in Buyer's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion. Buyer shall not disclose or provide Seller with any information relating to its criteria or processes for determining whether or not to make offers of employment to any Employees, desires and Seller acknowledges that it has and will not receive any such information. Buyer shall notify each Employee as to employ. Any whether or not Buyer will be offering employment to such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following no later than seven business days before the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Each Employee shall be given five (5) Business Days from the date of such Buyer's offer to accept or decline the employment offer. Employees accepting Buyer's offer are referred to as "Transferred Employees." Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such the Transferred Employees on or after such first date of employment of such the Transferred Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Nothing contained herein is to be construed as (i) offering or creating an employment contract or guarantee of employment for any specified period of time for any Employee or (ii) any other obligation to employ such Employees. Neither Buyer agrees to obtain prior approval of nor Seller before sending may send any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.14.01 without the prior written consent of the other party, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, Seller and Parent agree that for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer two years after the Closing as set forth in this Section 12. Such training shall be at the expense Closing, neither Seller, Parent nor its respective affiliates will solicit employment of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate any Transferred Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 1 contract
Samples: Branch Purchase and Assumption Agreement (Bnccorp Inc)
Employees. Buyer All unionized Employees employed by Seller immediately prior to the Closing Date shall be entitled, but is not required, automatically transferred to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after From the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by BuyerClosing Date, Buyer shall assume all obligations be bound by the terms and liabilities which may arise conditions of the collective agreement applicable to the unionized Employees employed by Seller immediately prior to the Closing Date, as a result successor employer, except those provisions which are clearly inoperable to Buyer as a successor employer. Prior to the Closing Date, Buyer shall deliver to each said unionized Employees and to the trade union that holds their bargaining rights a letter confirming that effective on the Closing Date and in accordance with applicable Law their employment will be continued by Buyer in accordance with the terms and conditions of Buyer's the applicable collective agreement. Prior to the Closing Date, Buyer shall deliver a letter to all non-unionized Employees of the Business (other than the Inactive Employees (as hereinafter defined), Xxxxxx Xxxxxxx, Xxxx Xxxxxxx, Jr. and Xxxx Xxxxxxx) working for the Seller immediately prior to the Closing Date confirming that, in accordance with the law, the terms and conditions of employment of such Employees of the Business will be continued, effective on or after such first date of employment of such Employeesthe Closing Date, and hereby agrees on terms substantially equivalent in the aggregate to and shall indemnify and hold Seller harmless from and against those existing immediately prior to the Closing Date (except that, in determining any such liability. In furtherance and not equivalence, any benefit relating to equity ownership, including stock options which are in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees effect on or prior to the Closing Date, shall not be taken into account). As used herein, “Transferred Employees” shall mean all such unionized and non-unionized Employees and the Employees, if any, who, immediately prior to the Closing Date are on medical, disability or other leave of absence, provided that employees on leave shall not be considered Transferred Employees until the date on which each such employee is released by the employee’s physician to return to work and the employee actually returns to work (includingthe “Inactive Employees”). Effective as of the later of the Closing Date and the date on which an employee of the Business becomes a Transferred Employee, without limitationTransferred Employees shall cease to participate and accrue benefits under the Employee Plans that are not Assumed Employee Plans, those specified as hereinafter defined. After Closing, Transferred Employees who participated in the next paragraph)Assumed Employee Plans, as hereinafter defined, shall continue such participation. Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through shall, on the Closing Date, including but not limited pay to any amounts due for each Employee all accrued but unused unpaid salary, wage, bonus, commissions, overtime pay, vacation benefits, medical pay. The Buyer is not assuming, nor holiday pay, benefit claims and similar amounts owing to such Employee, and make all applicable deductions at source for Taxes and payroll Taxes arising therefrom which shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior remitted to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements"))appropriate government entity when due. Seller shall cooperate terminate all Employees who are not Transferred Employees. Seller shall hold Buyer harmless for all Severance Costs associated with Buyer to make such the said termination of Employees available for such training prior to the Closing Datewhich are not Transferred Employees.
Appears in 1 contract
Samples: Asset Purchase Agreement (Azz Inc)
Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7a) Within ten (10) days after the transaction Effective Date, Seller will provide to Purchaser a written list (the “Employee List”) of all full-time and part-time employees of † Management Company (each an “Employee” and collectively the “Employees”), which list shall indicate each Employee’s job title, work location, compensation (including base salary; 2005 and 2006 bonuses paid, if applicable; any Seller Benefit Plans in which such Employees participate; any in-place employment agreements; and any other compensation, benefits and/or perquisites), date of hire, classification (as exempt or non-exempt) under the Fair Labor Standards Act or other applicable wage and hour law, and whether such Employee is communicated not actively at work for any reason such as a leave of absence, and, if so, the date the absence began and the anticipated date of return to work. The Employee List shall also denote the extent to which (if at all) compensation is reimbursed by the Seller any Project Partnership. The Employee List shall also set forth an accurate and complete list of all former Employees to the Seller's Employees. Seller agrees whom † Management Company is currently obligated to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such releasepay any severance, compensation or other remuneration. Seller shall use commercially reasonable efforts to obtain such consent from each notify Purchaser in writing of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior changes to the Closing Employee List on a bi-monthly basis (including, without limitation, those specified in with each such update covering changes occurring during the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: preceding sixty (i60) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")days). Seller shall cooperate not nor shall Seller cause or permit † Management Company to terminate any Employee or to materially change the terms of any Employee’s employment other than in the ordinary course of business consistent with Buyer past practices and industry standards. Seller shall not nor shall Seller cause or permit † Management Company to make such engage in any layoffs or terminations of groups or classes of Employees available for such training prior to after the Closing Effective Date.
Appears in 1 contract
Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7a) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training Immediately prior to the Closing Date, Buyer shall offer employment effective the Closing Date to all Persons who are Union Employees. Each offer of employment to a Union Employee shall be under the terms of the Collective Bargaining Agreement, and otherwise at the same compensation rate, position and place of employment held by such Union Employee immediately prior to the Closing Date; provided, however, that any Inactive Employee who is absent from active service on the Closing Date by reason of such Inactive Employee's entitlement to short-term disability, long-term disability or workers' compensation benefits shall be offered employment by the Buyer effective upon such Inactive Employee's availability to return to active service unless otherwise dictated by the Collective Bargaining Agreement. Buyer shall offer employment on an "at-will basis" immediately prior to and effective as of the Closing Date to all Persons who are Employees (other than Union Employees) immediately prior to the Closing Date; provided, however, that any Inactive Employee who is absent from active service on the Closing Date by reason of such Inactive Employee's entitlement to short-term disability, long-term disability or workers' compensation benefits shall be offered employment by Buyer effective upon such Inactive Employee's availability to return to active service. Each offer of employment to an Employee other than a Union Employee shall be at the same base salary or commission rate, position and place of employment held by such Employee immediately prior to the Closing Date and upon such other terms and conditions of employment as provided to similarly situated employees of Buyer; provided, that each offer of employment to an Employee (other than Union Employees) shall provide for a severance package meeting the terms set forth on SCHEDULE 5.5(A), which package shall remain in effect for at least twelve (12) months following the Closing. All Employees who accept offers of employment with Buyer as of the Closing Date, shall hereafter be referred to as "TRANSFERRED EMPLOYEES." If for any reason any of the Employees do not accept Buyer's offer of employment, Seller hereby agrees, jointly and severally, to indemnify Buyer in accordance with ARTICLE VII from and against any claim for termination or severance payment, wrongful dismissal or other such actions and all other costs or liabilities associated with such Employees, including without limitation, any obligation or liability with respect to any wages, bonuses, commissions, sick pay and vacation liabilities and any other amounts or benefits payable or accrued to such Employees with respect to any period (whether or not payable by the Closing Date) and any liability for failure to give any required notices under the WARN Act.
Appears in 1 contract
Samples: Asset Purchase Agreement (Caraustar Industries Inc)
Employees. Buyer The following special provisions may be implemented by mutual agreement at the local level: notwithstanding the above, scheduled shall be entitled, but is worked and accumulated at straight time rates; the duration the period during which are to be worked and accumulated be established by agreement provided that the period shall not required, to meet with exceed six months; any scheduled worked for the Employees employed at Seller's Branch no later than seven (7) days after purpose of accumulation shall not be included as actual hours worked the transaction is communicated averaging period for calculation of overtime entitlement: accumulated shall be taken by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed mutual agreement at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective local level provided that fall within the day three (3) month period immediately following the Closing Date. Buyer expiration of the accumulation period as set out in (2) above; in the event mutual agreement not reached as set out in (4) above, management shall make any offers of employment promptly after when tho are to be taken in accordance with the receipt from Seller of records referred three (3) month provision: in the event that mutual agreement is not reached at the level as provided for in (4) above, and management does not direct when the accumulated earned are to above. Any such Employee shall be given five taken as provided for in (5) Business Days from above, the date accumulated not taken will be paid out at the rate of such offer to accept or decline time and one-half for each EDO, based on employee's rate of pay in effect at the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees time of the Branch will have their earned compensation paid expiration of the accumulation period as out in full by Seller through (2) above: and the Closing Dateduration of averaging period shall be considered expired if an employee is dismissed, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer resigns, promotes, demotes, transfers or is not assuming, nor shall it have responsibility for the continuation of, on an approved leave of absence without pay or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or postlay-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, off for a period of (3) calendar weeks or The accumulated in that period in time shall be paid out at one and one-half times the employee's regular hourly rate of pay for each EDO based upon the rate of pay in effect at the time of the expiration of the averaging period, as set out in this provision. Correcttons Workers Management may require an employee, entitled to an EDO, to work on that day. Days shall be accumulated and scheduled to be taken at a later time. If the accumulation reaches ten days, time shall be paid out at one and one-half (1) year following 1 times the termination employee's regular rate of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreementpay. However, Buyer will Any worked and accumulated shall not be prohibited from hiring included actual hours worked for the purpose of determining overtime entitlement in the work cycle. Tech Assistants and Project Managers, Back Hoe Operators and Checkers Management shall set out of time during which scheduled shall be worked and accumulated at straight time rates; Periods of accumulation shall be for a minimum three (3) weeks duration and a maximum of eleven in any such Employee where one year, beginning April and ending on March of the contact with Buyer is initiated following year; Accumulated will be taken by the Employee. Buyer shall have the right but not the obligation mutual agreement prior to the Closing to provide training to any Employees that twelve (1 month period ending March in the year of accumulation: In the event mutual agreement not reached, accumulated will become employees be taken as assigned by management; In the event accumulated days cannot be taken they will paid out at one and one-half times the employee's regular rate of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Datepay.
Appears in 1 contract
Samples: Collective Agreement
Employees. (a) Except with regard to Employees working at Vic's Shop, the Buyer shall be entitledallowed to interview each Employee for employment effective as of the Effective Time and shall consider these Employees for hire consistent with, but is and subject to, the Buyer's requirements and employment policies. The Buyer shall not required, be obligated to meet with hire any particular Employees or numbers of Employees of the Sellers. The Sellers shall permit the Buyer to interview Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller times and locations acceptable to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) Sellers and the Buyer. No later than 30 days from the date of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after this Agreement, the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each provide to the Sellers a list of Seller's Employees. Buyer may offer employment Employees it intends to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately employ following the Closing Date. The Sellers shall permit the Buyer to communicate with Employees at reasonable times and upon reasonable notice concerning the Buyer's plans, operations, business, customer relations and general personnel matters, provided that such contacts shall be conducted in a manner as is reasonably acceptable to the Sellers. The Buyer shall make pay to any offers Employee not offered comparable employment (but not to any Employee offered comparable employment who does not accept such employment) by the Buyer, within 30 days from the Closing Date or such shorter amount of time as may be required by law, the amount of accrued vacation and sick pay, if any, set forth on Schedule 5.02 attached hereto. Notwithstanding the foregoing, Employees of Sellers who work at Vic's Shop will not be interviewed by Buyer nor offered employment promptly after by Buyer and will remain Employees of their present Employer without payment of any vacation pay or severance by Buyer pursuant to this Section 5.02(a). Each Employee offered employment by the receipt from Seller Buyer effective as of records the Closing Date who accepts such employment shall be referred to above. Any herein as a "Transferred Employee." For purposes of eligibility and vesting (but not for benefit accrual purposes) under any qualified retirement plan of the Buyer for which a Transferred Employee otherwise becomes eligible, such Transferred Employee shall be given credit for the time employed by the Sellers. For purposes of determining any severance benefits payable from the Buyer to a Transferred Employee, such Transferred Employee shall be given credit for the time employed by the Sellers. It is understood that the accrued vacation and sick pay information shall be updated as of the Closing Date to account for the normal accrual of vacation and sick pay and in accordance with Section 4.01. If this Agreement is terminated, then the Buyer shall not solicit to hire or hire any current employee of Sellers for five (5) Business Days years from the date of such offer to accept or decline termination or, if shorter, the employment offer. Beginning on maximum length of time that such prohibition would be enforceable under applicable law; provided, however, that the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against hire any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employee whose employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated Sellers was terminated by the Employee. Buyer shall have Sellers or such employee without any solicitation from the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mediq Inc)
Employees. Buyer Schedule 11.1 sets forth a true and complete list of each employee as of February 28, 2014 (the “Employees”), together with such Employee’s name, position department, and date of hire, including any employee who is an inactive employee on paid or unpaid leave of absence. For each such Employee, the aforementioned list includes the location of the Employee, current compensation rate, and any other compensation arrangement as of the date of delivery, including bonuses, accrued PTO, vehicle usage, severance or other perquisites. Schedule 11.1 shall be entitledupdated to reflect employees hired between the date of such Schedule and the Closing Date, but is as well as those employees terminated between the date of such Schedule and the Closing Date, not required, more than four (4) business days prior to meet with the Employees employed at Seller's Branch no later Closing and again not more than seven four (74) business days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee In addition, Schedule 11.1 shall be given updated not more than five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or business days after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in Date to reflect the next paragraph). Nothing contained herein is cash payments to be construed as offering or creating an employment contract for any such Employee or any other obligation paid to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through with respect to accrued and unused PTO. On the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assumingSeller shall terminate the employment of all of Seller’s Employees, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than (a) employees on leave as of such date (unless, with respect to employees on leave, the BranchParties otherwise agree at such Closing, the “Retained Employees”) and (b) employees with Assigned Employment Agreements. At the request of Buyer, Seller shall compensate Employees, retain the employment of the Retained Employees until the end of such employee’s leave or until such employment would otherwise terminate in accordance with Seller's customary policies ’s leave policies. Buyer shall assume any reinstatement obligations with respect to any Retained Employee and practicesshall promptly offer such Retained Employee employment at such time as they are able to return to work, provided that such employees are able to return to work and apply for the Employees' reinstatement within any time spent being trained period required by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing DateLaw.
Appears in 1 contract
Samples: Asset Purchase Agreement (Nexstar Broadcasting Group Inc)
Employees. Subject to the conditions set forth in this Section, Buyer will offer employment to the employees of Seller listed on EXHIBIT D (the "Hired Employees") at their current compensation, and Seller shall use its best efforts to assure the orderly transfer of the Hired Employees to Buyer. Such offers of employment shall be entitledcontingent upon the execution by the Hired Employee of Buyer's standard at-will employment agreement including a provision that the Hired Employees have entered into employment with Buyer freely and voluntary and without any warranties, but is representations or covenants not requiredexpressly set forth in such employment agreement. Upon acceptance of employment with Buyer, to meet with all existing employment contracts between Seller and any Hired Employee will become void, and Buyer will not assume such agreements. Buyer will employee the Hired Employees employed at from the date following the Closing Date and the earlier of (a) the date the completion of Seller's Branch no later than seven activities in the Austin, Texas office and (7b) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning August 31, 2000; provided that nothing in this Section shall be construed as a guarantee of employment for any Hired Employee, each of the Employees employed at Seller's Branch within seven (7) days which will be an at-will employee of receiving such Employee's written consent for such releaseBuyer. Seller shall use commercially reasonable efforts be responsible for payment of all compensation (including accrued vacation, sick leave and severance pay) payable to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each all of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective employees for the day immediately following period through the Closing Date. Buyer shall make any may in its sole discretion offer employment in Buyer's Irvine, California office to certain of the Hired Employees. Such offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from contingent upon the date of such offer to accept or decline execution by the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result Hired Employee of Buyer's standard at-will employment agreement including a provision that the Hired Employees have entered into employment with Buyer freely and voluntary and without any warranties, representations or covenants not expressly set forth in such employment agreement. The compensation of the Hired Employees who are employed by Buyer in Buyer's Irvine, California office will be adjusted to reflect differences in the cost of living between Austin, Texas and Irvine, California; provided that such Employees on adjustments will not be effective until (1) such retained Employee(s) actually relocate to California and (2) such changes are approved in advance by the Chief Executive Officer or after such first date Chief Financial Officer of Buyer. Upon commencement of employment in Buyer's Irvine office, the Hired Employees will be eligible to participate in Buyer's existing employee benefit programs on the same terms and conditions as all other employees. Buyer will use its best efforts to preserve the seniority and vesting levels for Hired Employees as it relates to vacation and retirement plans. Buyer will reimburse the Hired Employees that relocate to California for actual reasonable moving expenses, up to a maximum of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability$5,000 per household. In furtherance and not in limitation of Section 14.2, Seller shall indemnify be responsible for payment of all compensation (including accrued vacation, sick leave and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and severance pay) payable to all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to those employees for the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller period through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 1 contract
Employees. All (i) active employees of the Sold Companies and Subsidiaries on the Closing Date, and (ii) active employees of the Sellers who are (A) employed primarily in the Business on the Closing Date and (B) listed on SCHEDULE 5.7(a), are hereinafter referred to as the "ACTIVE COMPANY EMPLOYEES." Any employee of the Sold Companies or Subsidiaries or employee of the Sellers who is employed primarily in the Business and is listed on SCHEDULE 5.7(a) who is not actively at work on the Closing Date due to a short-term absence, whether paid or unpaid (e.g., vacation, holiday, jury duty, FMLA, pregnancy, parental and bereavement leave, military leave, emergency leave, compassionate leave, short term disability, scheduled time off, or illness or injury leave) in compliance with the applicable policies of the Sellers, Sold Companies or the Subsidiaries (or a long-term absence covered under a long-term disability Company Benefit Plan) or any employee of the Sold Companies or Subsidiaries or employee of the Sellers who is employed primarily in the Business and is listed on SCHEDULE 5.7(a) who is not actively at work on the Closing Date and is receiving worker's compensation payments as required by Law will be deemed an Active Company Employee. To the extent they are not employed by the Sold Companies or Subsidiaries on the Closing Date, the Buyer shall be entitled, but is not required, make offers of employment in the Business to meet with the all Active Company Employees who are employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller Sellers primarily in the Business immediately prior to the Seller's EmployeesClosing Date and are listed on SCHEDULE 5.7(a). Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller The parties shall use their commercially reasonable efforts to obtain cause all such consent from each employees who are offered ongoing employment with the Buyer as described in the preceding sentence to accept such offers of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branchongoing employment. The Buyer shall be entitled, but is not obligated to, personally interview each involuntarily terminate the employment of Seller's Employees. Buyer may offer employment to any of such Active Company Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing DateDate (i.e., termination other than due to death or resignation). Buyer shall make any offers of employment promptly after Notwithstanding anything herein to the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2contrary, Seller shall indemnify retain or assume all liabilities, and hold harmless the Buyer and Buyer's officersits Affiliates shall assume no liabilities, directorswith respect to (x) the Discontinued Business Employees, employeeswhether under the Company Benefit Plans or otherwise, agents and representatives from (y) any Company Benefit Plan which is not listed on SCHEDULE 3.11(a)(i)-1 and against any and all obligations or liabilities for which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified costs were not expressly included in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees income statements of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, Sold Companies or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing DateSubsidiaries.
Appears in 1 contract
Employees. Buyer A claim by an employee, who has attained seniority,thathe has been unjustlydischarged or unjustly suspended from his employment shall be entitled, but as a grievance if a written statement of such grievance is not required, to meet lodged with the Employees employed at Seller's Branch no later than seven Commissioner,CorporateServiceswithin three (73) days after daysafter the transaction is communicated by employeehas been suspended or ceases to work for the Seller to the Seller's EmployeesCorporation. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch A meeting will be convened within seven three (73) days of receiving such Employee's written consent for such releasereceipt of the grievance by the Commissioner,Corporate Servicesto in- cludethe relevantDepartment Head orDeputy and necessary Corporation and Union repre- sentatives. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer The grievance shall be entitled, but resolved by either confirming the Department Head’s action or by reinstating the employee with compensation for time lost or by other arrangement which is just and equitable in the opinion of the conferring parties. A decision shall be rendered within two (2) days of such meeting. If the deci- sion is not obligated tosatisfactory to the the Union, personally the grievance shall then be re- ferred to the GrievanceProcedure comment- ing at Step No. Where anemployee has out notice, he shallhave the right to interview each a member of Seller's Employeesthe Executive Committee of the Union for a reasonable period of time before leaving the Corporation’s premises. Buyer An employee who has been the recipient of a Warning of an Offence or on whose record a DerogatoryNotation has been madewillhave an opportunity to have such Warning of an Offence or Derogatory Notation removed from his file in accordancewith the following procedure: Such employee in excess of two years’ serv- ice with the City, who has not received a Warning of an Offence or caused a Deroga- tory Notation to be made on his record for two (2) consecutive years, may offer employment request a Corporate Serv- ices. The Commissioner,Corporate Services and the appropriate Department Head may their any such Warning of Offence or Notation from the employee’s file. The Union will be sent a copy of all correspondence to any of such Employees which Buyer, employees in its sole and absolute discretion, desires regard to employthis subject. Any such Employee The Union Xxxxxxx or Executive Officer shall be hired on such terms advised and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer present whenever the employer discharges, suspends or issues a written Warning of Notation to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Datean employee.
Appears in 1 contract
Samples: Agreement
Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7a) days after the transaction is communicated by the Seller Effective as of immediately prior to the Seller's Effective Time, Seller shall cause the Company and its Subsidiaries to terminate the employment of all employees of the Company or any of its Subsidiaries (the “Termination of Employees. Seller agrees to give Buyer access to personnel files concerning ”), including, without limitation, each of the Employees employed at Seller's Branch within seven nine (79) days of receiving such employees (each, an “EA Employee's ” and collectively, the “EA Employees”) who are parties to written consent for such releaseemployment agreements with the Company as set forth on Schedule 5.16(a)(i) (individually, an “Employment Agreement” and collectively, the “Employment Agreements”). Neither Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after nor the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitledCompany has taken any action, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer Seller shall make not take any offers action, to waive, modify, reduce or amend any of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from restrictive covenants concerning confidentiality, non-solicitation and non-competition contained in the date of such offer to accept or decline Employment Agreements, other than terminating the employment offerof each EA Employee and the term of each EA Employee’s employment under his Employment Agreement in accordance with the immediately preceding sentence. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations Subject to Purchaser’s normal application and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing hiring process (including, without limitation, those specified in the next paragraphany of Purchaser’s normal holding or probationary periods). Nothing contained herein is , Purchaser shall make offers of employment to, and shall make all reasonable efforts to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through hire and retain, commencing on the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for all of the continuation of, individuals who were employees of the Company or any liabilities under of its Subsidiaries immediately preceding the Termination of Employees except (I) those individuals set forth on Schedule 5.16(a)(ii), (II) the EA Employees and (III) those individuals who were on leave and were not providing services to the Company or in connection with: any of its Subsidiaries as of immediately preceding the Termination of Employees (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms an accurate list of incentive compensation or post-retirement compensation or benefits which is entered into or maintainedset forth on Schedule 5.16(a)(iii)) (such individuals, together, the “Non-Eligible Employees”), on substantially the same terms as employed by the case may be, by Seller; or Company and/or its Subsidiaries immediately prior to the Closing Date (ii) any "employee benefit plan" as defined in Section 3(3) “Purchaser’s Offer of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any EmployeeEmployment”). In the event the transactions contemplated by this Agreement are that any Non-Eligible Employee referred to in clause (III) above was not consummatedperforming services because such Non-Eligible Employee was on leave, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any and such Non-Eligible Employee who was employed by Seller at or in conjunction becomes available to return to employment with the Branch before Company and/or its Subsidiaries, then, subject to Purchaser’s normal application and hiring process (including, without limitation, any of Purchaser’s normal holding or probationary periods), Purchaser shall make offers of employment to, and shall make all reasonable efforts to hire and retain, such returning employees as soon as practicable once they are ready to return to employment. In making Purchaser’s Offer of Employment, solely for purposes of calculating time off benefits under Purchaser’s benefit policies, Purchaser shall provide credit to such employees for the termination time of this Agreementservice of such employees with the Company or its Subsidiaries. HoweverWithout limiting the foregoing, Buyer will not Purchaser shall cause to be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become hired or retained those employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at Company and of each of its Subsidiaries necessary to avoid triggering, violating or causing Seller or its Affiliates to have any liability or obligation under the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing DateWARN Act.
Appears in 1 contract
Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through On the Closing Date, including Transferors shall terminate the employment of all existing employees of Transferors currently assigned primarily to the Greenville Campus who are designated by Transferee as intended for hire (the “Transferred Employees”). For avoidance of doubt, Transferors anticipate that Transferee will hire substantially all of Transferors’ employees who are currently assigned primarily to the Greenville Campus effective from the Closing Date, but not limited to any amounts due for accrued but unused vacation pay. The Buyer Transferee is not assumingrequired to offer employment to all existing Greenville Campus employees of Transferors. Rather, nor shall it have responsibility for Schedule 2.9 is attached and incorporated as a means of designating the continuation ofTransferred Employees, and those other employees whose employment will be either a) severed and terminated permanently (the “Terminated Employees”), or any liabilities under or in connection with: b) retained by Transferors for continued employment (i) any the “Retained Employees”). Any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is Transferred Employees will be subject to the usual Transferee pre-employment verification process, including background screening, and any provision or ERISA such employment will be on terms reasonably acceptable to the Transferee. Each Transferor shall be responsible for all salary, wages, benefits, severance obligations and other obligations owed to the Transferred Employees and the Terminated Employees up to the date such ELECTRONICALLY FILED - 2020 Feb 14 2:23 PM - GREENVILLE - COMMON PLEAS - CASE#2020CP2300012 employee is maintainedno longer an employee of such Transferor, administered or contributed all of which, to the extent calculable, shall be paid to each such employee when due. For avoidance of doubt, the foregoing Employee obligations shall be paid from the Wind-up Accounts in full satisfaction of the foregoing allocation of expense. Likewise, Transferee shall be responsible for all salary, wages, benefits, severance obligations, and other obligations owed to the Transferred Employees from the date such employee is hired by SellerTransferee; provided, Transferee and Transferors shall reconcile and reimburse as applicable to the extent that any human resources management contractors payments are inconsistent with the respective hiring and retention dates. This Agreement is not intended Except to create and does not create any contractual or legal rights the extent otherwise provided for in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with if applicable, Transferors shall be responsible for any severance owed to Retained Employees and all continuing wages, benefits or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior entitlements owed to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Retained Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 1 contract
Samples: Lease Agreement
Employees. All (i) active employees of the Sold Companies and Subsidiaries on the Closing Date, and (ii) active employees of the Sellers who are (A) employed primarily in the Business on the Closing Date and (B) listed on SCHEDULE 5.7(A), are hereinafter referred to as the "ACTIVE COMPANY EMPLOYEES." Any employee of the Sold Companies or Subsidiaries or employee of the Sellers who is employed primarily in the Business and is listed on SCHEDULE 5.7(A) who is not actively at work on the Closing Date due to a short-term absence, whether paid or unpaid (e.g., vacation, holiday, jury duty, FMLA, pregnancy, parental and bereavement leave, military leave, emergency leave, compassionate leave, short term disability, scheduled time off, or illness or injury leave) in compliance with the applicable policies of the Sellers, Sold Companies or the Subsidiaries (or a long-term absence covered under a long-term disability Company Benefit Plan) or any employee of the Sold Companies or Subsidiaries or employee of the Sellers who is employed primarily in the Business and is listed on SCHEDULE 5.7(A) who is not actively at work on the Closing Date and is receiving worker's compensation payments as required by Law will be deemed an Active Company Employee. To the extent they are not employed by the Sold Companies or Subsidiaries on the Closing Date, the Buyer shall be entitled, but is not required, make offers of employment in the Business to meet with the all Active Company Employees who are employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller Sellers primarily in the Business immediately prior to the Seller's EmployeesClosing Date and are listed on SCHEDULE 5.7(A). Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller The parties shall use their commercially reasonable efforts to obtain cause all such consent from each employees who are offered ongoing employment with the Buyer as described in the preceding sentence to accept such offers of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branchongoing employment. The Buyer shall be entitled, but is not obligated to, personally interview each involuntarily terminate the employment of Seller's Employees. Buyer may offer employment to any of such Active Company Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing DateDate (i.e., termination other than due to death or resignation). Buyer shall make any offers of employment promptly after Notwithstanding anything herein to the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2contrary, Seller shall indemnify retain or assume all liabilities, and hold harmless the Buyer and Buyer's officersits Affiliates shall assume no liabilities, directorswith respect to (x) the Discontinued Business Employees, employeeswhether under the Company Benefit Plans or otherwise, agents and representatives from (y) any Company Benefit Plan which is not listed on SCHEDULE 3.11(A)(I)-1 and against any and all obligations or liabilities for which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified costs were not expressly included in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees income statements of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, Sold Companies or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing DateSubsidiaries.
Appears in 1 contract
Samples: Stock Purchase Agreement (Westborn Service Center, Inc.)
Employees. (a) Effective as of the Closing, Buyer shall be entitled, but is not required, offer continued employment with Buyer to meet each employee of the Business (each a “Business Employee”) listed on Schedule 9.6(a) (those Business Employees whom accept Buyer’s offer of continued employment in accordance with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer immediately preceding sentence shall be entitledreferred to herein as the “Transferred Employees”). For all Business Employees in the United Kingdom, but is not obligated to, personally interview each such offers of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions and shall include such terms and conditions as Buyer shall determine, effective are necessary to avoid redundancy or severance payments due to a deemed termination based on the day immediately following transfer of the Closing DatePurchased Assets. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5Schedule 9.6(a) Business Days from lists the date of commencement of employment, the current rate of annual base salary and other cash compensation received in the last 12 months (if any), and the amount of accrued vacation (if any) for each Business Employee listed therein. Such offers shall provide each Transferred Employee with (i) an annual base salary of not less than the annual rate for such offer Transferred Employee set forth on Schedule 9.6(a), (ii) the ability to accept earn other cash compensation of not less than the amount for such Transferred Employee set forth on Schedule 9.6(a), and (iii) all benefits (including, without limitation, welfare benefits) that Buyer generally makes available to its similarly situated employees. To the extent that service is relevant for vesting or decline benefit calculations or allowance under any plan or arrangement maintained by Buyer or its affiliates in order to provide the employment offer. Beginning on benefits described in the date on previous sentence or otherwise maintained by Buyer or its affiliates in which any of Seller's the Transferred Employees are hired by Buyereligible to participate, Buyer to the extent permitted under such plan or arrangement, such plan or arrangement shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such credit the Transferred Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees for service on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee Date with either Seller or any other obligation to employ such Employees. All Employees affiliate of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have be responsible for any severance and/or termination and/or compensation and/or damages payments and/or any other liabilities payable to Business Employees in the right but United Kingdom who are not the obligation prior offered employment pursuant to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements"9.6(a)). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mad Catz Interactive Inc)
Employees. (i) Not later than ten (10) Business Days after the Effective Date, Sellers shall deliver to Buyer shall be entitled, but a schedule including the following information as of a date which is not required, to meet with the Employees employed at Seller's Branch no later more than seven fifteen (715) days after the transaction is communicated by the Seller prior to the Seller's Employeesdelivery date of such schedule: (i) the name of all Facilities-based employees, and (ii) their positions, rates of pay and original hire dates. Seller agrees Sellers shall update the schedule described in the immediately preceding sentence on or about three (3) Business Days prior to give the Closing Date and promptly shall notify Buyer access to personnel files concerning of any material changes in such schedule. Sellers will terminate the employment of each of the Facility Employees employed at Seller's Branch within seven (7as defined below) days as of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. (ii) Buyer shall make any offers agrees its acquisition of employment promptly after the receipt from Seller of records referred to above. Any such Employee Facilities shall be given five (5) Business Days from structured in such a manner that Sellers shall not be required to give any Facilities-based employees notification under the date of such offer to accept or decline the employment offerWorker Adjustment and Retraining Notification Act, 29 U.S.C. 2101, et seq. Beginning on the date on which any of Seller's Employees are hired by BuyerTo this end, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through before the Closing Date, including but not limited Buyer shall offer to hire, on a probationary basis, at least seventy-five (75%) percent of Sellers' employees who are employed at each Facility as of the Closing Date (the "FACILITY EMPLOYEES"). Any such offer of employment to a Facility Employee by Buyer shall be to perform comparable services, in such position as is comparable to the position such Facility Employee held with any amounts due for accrued but unused vacation pay. The Seller as of the closing, provided that Buyer is not assumingmay offer compensation to such Facility Employees at levels commensurate with compensation levels paid to other employees of Buyer holding comparable positions, nor shall it have responsibility for the continuation of, or and provided further that any liabilities under or change in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and levels does not create result in any contractual or legal rights in or enforceable by constructive discharge of any such Facility Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer Sellers shall have the right (but not the obligation prior obligation) to employ or offer to employ any Facility Employee who declines Buyer's offer of employment. (iii) Buyer shall hire at the closing, on a probationary basis, each Facility Employee who elects to accept employment with Buyer in accordance with the terms of Section 6(e)(ii), above (all of such employees who accept employment with Buyer being herein called the "HIRED EMPLOYEES"). (iv) Sellers shall pay to each Facility Employee, on that date which, but for the closing, would have been the next regularly scheduled payroll date for such employee following the closing or sooner if required by law, an amount equal to any and all salary or benefits earned and accrued by such employee, as of the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth Date in accordance with Sellers' policies. (v) Nothing in this Section 12. Such training 6(e) shall be at create any rights in favor of any person not a party hereto, including the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Facility Employees, in accordance with or constitute an employment agreement or condition of employment for any employee of Sellers or any affiliate of Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses . (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements"f)). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 1 contract
Samples: Sale Contract (Emeritus Corp\wa\)
Employees. (a) Buyer shall be entitledoffer employment to each employee of Seller (other than any employee listed by Seller as an “Excluded Employee” on Schedule 5.7(a) (each such listed employee, but an “Excluded Employee”)) who (i) is not required, assigned to meet with work exclusively in the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each operation of the Employees employed at Seller's Branch within seven Stations as of the Effective Time and is an active employee of Seller as of the Effective Time (7collectively, “Active Employees”), (ii) days is assigned to work exclusively in the operation of receiving such the Stations as of the Effective Time and is an inactive employee of Seller as of the Effective Time, including but not limited to employees on paid or unpaid leave of absence, short-term disability or long-term disability (collectively, “Inactive Employees”), or (iii) is listed by Seller as an “Additional Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch” on Schedule 5.7(a) (collectively, “Additional Employees”). Buyer shall be entitled, but offer employment effective as of the Effective Time to each Active Employee and Additional Employee who is actively employed as of the Effective Time. Buyer’s offer of employment to each Inactive Employee and each Additional Employee who is not obligated to, personally interview each actively employed as of the Effective Time shall be made promptly when such employee is eligible to return to active service; provided such employee has a right to re-employment under applicable laws or Seller's Employees’s employment policies. Buyer may offer Such offers of employment to any of such the Active Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee the active Additional Employees shall be hired on such terms made at least ten (10) business days prior to the Closing Date and conditions as Buyer shall determine, effective must remain outstanding for at least five (5) business days but in no event later than the business day immediately following preceding the Closing Date. Buyer shall make any offers employ each such employee who accepts Buyer’s offer of employment promptly after prior to the receipt from Seller Effective Time (collectively, the “Transferred Employees”) as of records referred to abovethe Effective Time. Any such Employee shall be given five (5) Business Days from At the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by BuyerClosing, Buyer shall assume all obligations provide Seller with a list of the Transferred Employees. Inactive Employees and liabilities which may arise inactive Additional Employees shall be treated as “Transferred Employees” when they commence work with Buyer. Schedule 5.7 shall include a result complete list of Buyer's employment of such the Active Employees, the Inactive Employees on or after such first date of employment of such and the Additional Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any each such liability. In furtherance and not in limitation employee’s date of Section 14.2hire, Seller shall indemnify and hold harmless Buyer and Buyer's officerssalary or wage rate, directorsbonus or commission opportunity and, employeesif applicable, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract reason for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Dateinactive status.
Appears in 1 contract
Samples: Asset Purchase Agreement (Clear Channel Communications Inc)
Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later (a) Not less than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training two weeks prior to the Closing Date, Buyer shall notify Seller of those Business Employees to whom Buyer or an Affiliate of Buyer shall offer employment effective as of the Closing Date. Business Employees to be offered employment by Buyer must be employed by Seller or Seller Parent as of the Closing and must meet the standards of employment applicable to Buyer’s employees generally, as Buyer reasonably determines in its sole discretion (each, an “Offered Employee”). Any Offered Employee who accepts and commences active employment with Buyer effective as of the Closing Date shall be referred to herein as a “Hired Employee”, with such employment to be conditioned upon the consummation of the transactions contemplated by the Transaction Documents; provided, however, that with respect to any Offered Employee who is not actively employed at the time such offers are made because such employee is on a leave of absence (other than regularly scheduled vacation) (the “Leave of Absence Employees”), Buyer shall be under no obligation to make an offer to any such Leave of Absence Employees unless and until such Leave of Absence Employee returns to active employment on or within 12 months following the Closing Date; and provided, further, that, notwithstanding anything in this Agreement to the contrary, Buyer shall have no Liability with respect to any Leave of Absence Employee unless such employee returns to active employment on or within 12 months of the Closing Date and accepts Xxxxx’s offer of employment within such time; and provided, further, that Buyer shall not use any such leave of absence as cause to modify, alter, or change any proposed offer of employment to the detriment of such Leave of Absence Employee. All Hired Employees, other than Leave of Absence Employees, shall be employed on a substantially uninterrupted basis by Xxxxx as of the Closing Date.
Appears in 1 contract
Employees. Buyer (a) The parties intend that there will be continuity of employment with respect to all of the Employees. It is agreed that prior to, or in connection with, the Closing, the Purchaser shall take no action to cause the Sellers or their Affiliates to terminate the employment of any Employee, and no Seller shall be entitled, but is not required, under any obligation to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller terminate any Employee prior to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired or on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer The Purchaser shall make any offers of offer employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employeesto, and hereby agrees will use its best efforts to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation hire, the Employees effective as of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due provided, that each Employee on short- or long-term disability as of the Closing Date shall be offered employment as of the date such Employee actually reports for accrued but unused vacation payactive employment. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any Purchaser will communicate offers of employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies all applicable Requirements of Law and practices, for on a schedule mutually acceptable to the Employees' time spent being trained by Buyer Sellers and the Employees' reasonable reimbursable expenses Purchaser. Each Employee who accepts the Purchaser's offer of employment will be a "Transferred Employee" for purposes of this Agreement upon the date such Employee commences employment with the Purchaser or one of its Affiliates. With respect to Employees on short- or long-term disability as of the Closing Date, references to the Purchaser's obligation to make offers of employment as of the Closing Date shall be deemed to refer to the date such Employee reports for active employment with the Purchaser. Except as required by applicable Requirements of Law, as of the Closing Date (or such compensation later date, as applicable for Employees on disability) the Transferred Employees shall cease to be reimbursed accrue further benefits under the Employee Plans and shall commence participation in those employee benefit plans and arrangements maintained by Buyer to Seller at Closing or termination the Purchaser and its Affiliates (the "Employee Reimbursements")including as provided herein). Seller shall cooperate All such Transferred Employees will be employed commencing on the Closing Date in a position requiring comparable skills and abilities as, and with Buyer to make base salary, or weekly or hourly rate of pay, and cash bonus target or opportunity, which is at least equal to, such Employees available for such training Employee's position and pay immediately prior to the Closing Date. Except as otherwise expressly provided in this Article VI, during the twenty-four (24) month period following the Closing Date, the Purchaser will provide the Transferred Employees with benefits under employee benefit plans, programs, and arrangements that are no less favorable, in the aggregate, than the Employee Plans and other employee benefit plans, programs and arrangements provided to such employees by the Sellers and their Affiliates immediately prior to the Closing Date (the "Purchaser Benefit Plans"). The Purchaser shall be liable for any amounts to which any Employee becomes entitled under any benefit or severance policy, plan, agreement, retention letter, arrangement or program set forth on Section 6.3(e) of the Disclosure Schedule, or may be deemed to exist or arise, under any applicable Requirement of Law, as a result of or in connection with the sale of the Acquired Assets and the Business hereunder. Notwithstanding any provision hereof, none of the Purchaser or any of its Affiliates will have any obligation to continue the employment of any Transferred Employee for any period following the Closing Date.
Appears in 1 contract
Samples: Purchase, Sale and Servicing Transfer Agreement (Dillards Inc)
Employees. Buyer shall be entitled, but is not required, (a) Each Transferor has provided to meet the Transferee a written list of those employees primarily rendering services in connection with the Assets (the "Business Employees"), and identified on such list those of such Transferor's Business Employees employed at Seller's Branch no later than seven (7) days such Transferor desired to retain as an employee after the transaction is communicated by the Seller date hereof ("Retained Employees"). Each Transferee provided to the Seller's Transferor a written list of those Business Employees, other than Retained Employees, of the Transferor that the Transferee desired to employ (or have a Comcast LLC employ) as of the date hereof (the "Adelphia Designated Employees," in the case of the Adelphia Parties as Transferors, and the "Comcast Designated Employees," in the case of the Comcast Parties as Transferors, and together the "Designated Employees"). As of the date hereof, the Comcast LLCs have no employees, other than Comcast Designated Employees. Seller agrees Effective as of the date hereof, the Comcast Parties have extended offers of employment to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Adelphia Designated Employees, and hereby agrees the Comcast LLCs, at the direction of Adelphia, have extended offers to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees each of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Comcast Designated Employees, in accordance with Sellerthe following provisions. Each Transferor has cooperated in all reasonable respects with Transferee to allow Transferee to evaluate and interview employees other than Retained Employees in order to make hiring decisions. Each Transferor has permitted Transferee, at Transferee's customary policies cost, to conduct pre-employment physical examinations (including drug-screening tests) and practicesother appropriate pre-hire investigations of such of the Transferor's Business Employees (other than Retained Employees) that the Transferee has designated, for and each Transferor has permitted Transferee to make any offer of employment, or continuing employment, to any Designated Employee of Transferor conditional upon Transferee's receipt, review and approval of the Employees' time spent being trained by Buyer results of such pre-hire examinations and investigations; provided that no such offer of employment shall have been effective until the date hereof. Transferee represents and agrees on behalf of itself and its Affiliates that it has not solicited and will not solicit, between the date hereof and the first anniversary of the date hereof, the performance of services by any Retained Employee of the Transferor; provided that this clause shall not prevent Transferee from hiring any Retained Employee as a result of placing general advertisements in trade journals, newspapers or similar publications which are not directed at Transferor, its Affiliates or the Retained Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 1 contract
Employees. (i) Effective as of the Closing Date, Buyer shall offer to employ each employee identified on SCHEDULE 5.2(D) (the "HIRED EMPLOYEES") in the same position as such Hired Employee had with a Seller Party. Such offer shall be for (1) salary and potential bonus at the same rate of salary and bonus as in effect with respect to such Hired Employee from a Seller Party immediately prior to the Closing Date, and (2) employee benefits that, with the exception of stock or stock option programs, are substantially similar to the benefits received by such Hired Employee from a Seller Party under Employee Plans and Benefit Arrangements immediately prior to the Closing Date. Employees who are on disability leave, authorized leave of absence or military service leave as of the Closing Date and identified as such on SCHEDULE 5.2(D) shall be offered employment to the same extent, if any, as a Seller Party would be required to offer employment in accordance with applicable law. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service (other than benefit accruals under a defined benefit plan) under any employee benefit plan or benefit arrangement for which a Hired Employee may be eligible after the Closing Date, Buyer shall ensure that service by such Hired Employee with any Seller Party shall be deemed to have been service with Buyer. Buyer will be responsible for any obligations to Hired Employees who have accrued, but unused, vacation time as of the Closing Date to the extent reflected on the Closing Date Statement of Net Assets. Notwithstanding the foregoing, Hired Employees who do not have or do not enter into an employment agreement with Buyer shall be entitled, but is not required, employees at will of Buyer and nothing expressed or implied in this Agreement (other than pursuant to meet with the Employees employed at Seller's Branch no later than seven (7such employment agreements) days after the transaction is communicated by the Seller will obligate Buyer to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer provide continued employment to any Hired Employee for any specified period of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately time following the Closing Date. , nor prevent Buyer shall make any offers of employment promptly after from modifying the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date terms and conditions of such offer to accept or decline the employment offer. Beginning on the date on which any of SellerHired Employee's Employees are hired by Buyeremployment, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is compensation and benefits provided to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees Hired Employee; PROVIDED, HOWEVER, that through the first anniversary of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited Buyer shall continue to any amounts due for accrued but unused vacation pay. The provide to Hired Employees who continue in the employ of Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: with benefits that (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination exception of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior stock or stock option programs) are substantially similar to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer benefits received by each such Hired Employee from a Seller Party under Employee Plans and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training Benefit Arrangements immediately prior to the Closing Date.
Appears in 1 contract
Employees. Buyer (a) The parties intend that there will be continuity of employment with respect to all of the Employees. It is agreed that prior to, or in connection with, the Closing, the Purchaser shall be entitled, but is not required, take any action to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by cause the Seller or their Affiliates to terminate the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each employment of the Employees employed at Seller's Branch within seven (7) days of receiving such any Employee's written consent for such release. , and Seller shall use commercially reasonable efforts not be under any obligation to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment terminate any Employee prior to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired or on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer The Purchaser shall make any offer employment to all Employees effective as of the Closing Date. The Purchaser shall use its best efforts to hire all of the Employees effective as of the Closing Date. The Purchaser will communicate offers of employment promptly after in accordance with all applicable Requirements of Law and on a schedule mutually acceptable to the receipt from Seller and the Purchaser. Each Employee who accepts the Purchaser’s offer of records referred to above. Any employment will be a “Transferred Employee” for purposes of this Agreement upon the date such Employee shall be given five (5) Business Days from commences employment with the date Purchaser or one of such offer to accept or decline the employment offerits Affiliates. Beginning on the date on which any Except as required by applicable Requirements of Seller's Employees are hired by BuyerLaw, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited Purchaser shall continue to any amounts due for accrued but unused vacation pay. The Buyer is not assumingprovide the Transferred Employees the benefits received under the Employee Plans, nor shall it have responsibility for the continuation ofas they may be modified, amended or otherwise changed from time to time by Residential Capital, LLC, its subsidiaries or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Sellerdesignee thereof. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee All such Transferred Employees will be employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to commencing on the Closing Date in a position requiring comparable skills and abilities as such Employee’s position, and with compensation and other benefits at least equal to provide training that provided to any such Transferred Employees that will become employees of Buyer after in the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of BuyerEmployee Plans, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training immediately prior to the Closing Date. Following the Closing, the administration of the Employee Plans and the approval of any compensation or benefit increases paid under, or in addition to, the Employee Plans, will remain with Residential Capital, LLC or its designees; provided, that any increase in the compensation or benefits of the Transferred Employees will be limited to: (i) increases in the ordinary course of business consistent with past practice or as required by any Contract or Employee Plan, (ii) new hires and promotions in the ordinary course of business and (iii) payment of stay-pay and similar retention compensation arrangements.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Residential Capital, LLC)
Employees. Buyer (a) Following the Effective Time, (i) Parent shall be entitled, but is not required, cause Newco and its successors: (A) to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning satisfy each of the Employees employed at Seller's Branch within seven agreements and arrangements (7the "Employment Obligations") days of receiving described in subsection (c) below with respect to the employees (the "Contract Employees") subject to such Employee's written consent for such release. Seller shall agreements and arrangements, (B) use its commercially reasonable efforts to obtain retain each present full-time employee of the Company at such consent employee's current position with such current responsibilities(or, if offered to, and accepted by, an employee, a position for which the employee is qualified with Newco or Parent at a salary commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by Newco or Parent on and after the Effective Time, that is at least equal to the aggregate compensation that such person was receiving from each the Company prior to the Effective Time (unless there is a material change in the duties and responsibilities of its such employee), (ii) in the event that Parent causes Parent or Newco to continue to employ officers or employees of the Company as of the Effective Time, Newco or Parent or their successors shall employ such persons on the Effective Time who are not Contract Employees as soon as practicable "at will" employees, (iii) officers and employees of the Company who continue employment with Newco or Parent or their successors after the initial meeting with Effective Time and who are Contract Employees will be employed at pursuant to the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determineof their respective Employment Obligations, effective and (iv) in the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept event Newco or decline Parent or their successors do not employ, or terminate the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise (other than as a result of Buyer's employment unsatisfactory performance of such Employees on their respective duties or after such first date for cause) of employment any officers or employees of such the Company as of the Effective Time who are not Contract Employees, and hereby agrees Parent shall cause Parent or Newco or their successors to and shall indemnify and hold Seller harmless from and against any pay the following severance benefits to such liability. In furtherance and not in limitation employees: a minimum of Section 14.22 weeks' salary, Seller shall indemnify and hold harmless Buyer and Buyer's officerswith an additional one week for each year of service, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as with a result maximum of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees26 weeks' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Datesalary.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Conestoga Enterprises Inc)
Employees. Buyer (a) Within fifteen (15) days following the execution of this Agreement (the “Offer Period”), NewCo shall be entitledoffer each employee of the Debtors (other than Holdings) (including those on temporary furlough, leave of absence or disability) as of the date of this Agreement and any employee hired by any of the Debtors (other than Holdings) in the ordinary course of business consistent with past practice prior to the applicable Effective Time (each a “Subsidiary Covered Employee”) employment at NewCo effective as of, but is not requiredcontingent upon, to meet with the Employees employed at Seller's Branch no later than seven (7) days after applicable Effective Time. During the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitledOffer Period, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which BuyerNewCo may, in its sole and absolute discretion, desires make offers of employment at NewCo to employone or more employees of Holdings (other than any person also employed by Sierra Constellation Partners), effective as of, but contingent upon, such Effective Time as is reasonably agreed between the Debtors and Agent (each, a “Holdings Offered Employee”). Any such Each offer of employment made by NewCo to a Subsidiary Covered Employee or a Holdings Offered Employee shall be hired on such provide for (i) substantially the same position, title, location, duties, base salary or wage rate and annual cash bonus incentive compensation opportunity (as a percentage of base salary) and (ii) employee benefits and other terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after (excluding with respect to equity-based compensation, pension benefits, or one-time or special compensation arrangements), in each case that are substantially comparable to those provided to such employee by the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or applicable Greenrose Entity immediately prior to the applicable Closing Date; provided, that, prior to the applicable Effective Time, the Debtors shall not (includingx) materially amend or modify any employment arrangements, except as required by law or (y) enter into any new employment arrangements with any person who will receive a base salary of more than $100,000 without limitationthe consent of NewCo and the Agent, those specified in the next paragraph). Nothing contained herein is such consent not to be construed as offering unreasonably withheld, conditioned or creating an employment contract for any such Employee or any other obligation to employ such Employeesdelayed. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter For purposes of this Section 12.12.3, which approval shall not be unreasonably withheld. This Agreement may be amended any Subsidiary Covered Employee or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Holdings Offered Employee who was becomes employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, NewCo in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation this Section 2.3 is referred to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Dateas a “Transferred Employee.”
Appears in 1 contract
Samples: Strict Foreclosure Agreement (Greenrose Holding Co Inc.)
Employees. (a) Effective as of the Closing Date, subject to the fourth sentence of this Section 2.5(a), the Buyer shall be entitled, but is not required, offer employment to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days in such positions of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees responsibility, with similar compensation as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective had with the day applicable Seller or Affiliate of Seller immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (includingDate, without limitationand with such employee and welfare benefits, those specified as may be substantially comparable in the next paragraphaggregate as such Employees had with the applicable Seller or Affiliate of Seller immediately prior to the Closing Date (other than with respect to any profit-sharing or equity-based compensation and benefits), so long as such Employees are not excluded persons under any federal health care program. Nothing contained herein is Schedule 2.5(a) attached hereto sets forth the employee and welfare benefits provided to be construed the Employees as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through Effective Date. Subject to the Closing Dateforegoing, including but not limited such employment shall be on terms mutually acceptable to any amounts due for accrued but unused vacation pay. The the Buyer is not assumingand the Employee, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of no less than one (1) year following the termination Closing Date, unless the Buyer sooner terminates the employment of this Agreementany Transferring Employee for cause (including, without limitation, as a result of egregious underperformance) or any Transferring Employee voluntarily resigns or retires. Effective as of the Closing Date, subject to the second sentence of Section 6.3(c), the Buyer will neither initiate contact with or solicit for hire shall be entitled to, but not obligated to, offer employment to any Former Employees and, in such an event, the Buyer shall not be required to provide an offer of employment to any Employee who is employed in the position which was previously held by the applicable Former Employee. After the Effective Date, the Sellers shall, with respect to their respective arrangements with the Employees or any Former Employees, eliminate (i) any contractual provisions or other restrictions that would otherwise prevent the Employees or any Former Employees from becoming an employee of the Buyer and (ii) any confidentiality restrictions that would prevent the Employees or any Former Employees who accept employment with the Buyer from using or transferring to the Buyer any information Related To the operation of the Business. After the Effective Date, the Sellers shall not prevent, prohibit or restrict, or threaten to prevent, prohibit or restrict the Employees or any Former Employees from being employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday not offer any incentive, including, without limitation, by offering any opportunity for other employment with any Seller or after business hours at a location other than Affiliate of any Seller, to the BranchEmployees or any Former Employees to decline employment with the Buyer. At After the request Effective Date, the Sellers (x) shall facilitate interviews between each of the Employees or any Former Employees and the Buyer, Seller (y) shall compensate Employees, not discourage the Employees or any Former Employees from participating in accordance with Seller's customary policies such interviews and practices, for (z) shall not interfere in any employment negotiations between any Employee or any Former Employee and the Buyer. The Sellers will terminate effective as of the Closing Date the employment of the Employees' time spent being trained by Buyer . Those Employees or Former Employees who receive and accept the Buyer’s offer of employment as of the Closing Date are referred to hereafter as the “Transferring Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (.” After the "Employee Reimbursements")). Seller shall Effective Date, the Sellers will cooperate with the Buyer to make such in effecting transfer of the Transferring Employees available for such training prior to the Closing Dateemploy of the Buyer. Except to the extent prohibited by applicable Law, the Buyer shall treat the service by the Transferring Employees with the applicable Seller or Affiliate of Seller as service with the Buyer for all purposes.
Appears in 1 contract
Employees. Buyer (a) Sellers agree to take such actions as are necessary to transfer the employment of any Business Employees listed on Section 11.1 of the Seller Disclosure Schedule who primarily perform services in the United States and are not employed by a Business Entity to a Business Entity prior to the Closing Date. Section 11.1 of the Seller Disclosure Schedule lists the Business Employees located in Guelph, Ontario to whom the Purchaser Group will offer employment. No later than ten (10) days prior to the Closing Date, the Asset Seller will provide the Purchaser Group with an updated list to reflect new hires and terminations after the date hereof. Such Business Employees shall be entitledreferred to herein as the "Offered Employees". Members of the Purchaser Group shall, but is not required, to meet with the Employees employed at Seller's Branch no later than least seven (7) days after the transaction is communicated by the Seller prior to the Seller's Employees. Seller agrees Closing Date, offer employment to give Buyer access to personnel files concerning each all Offered Employees in writing who are actively employed or on vacation as of the Employees employed Closing, effective as of the Closing Date. Members of the Purchaser Group shall, at Seller's Branch within least seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date, offer employment to all Offered Employees who are on permitted leaves of absence as of the Closing, with such offers contingent on such individuals actually returning to active employment with the Purchaser Group within a period with respect to which such individuals have reinstatement or reemployment rights pursuant to applicable law or, for the employees on disability leave, when they are able to return to work whether with or without accommodation, and the employment of such Offered Employees on leave shall be effective only as of the date on which each such individual actually commences employment with a member of the Purchaser Group. The terms of all such offers of employment shall include salary / base wages and vacation entitlement that shall be no less favorable than that provided to such Offered Employee immediately prior to the Closing Date as set forth in Section 11.1 of the Seller Disclosure Schedule and such other terms (including bonus opportunity, variable compensation, material allowances, location and benefits) to each such Offered Employee shall be substantially similar in the aggregate to such other terms and conditions of employment of each such Offered Employees' employment immediately prior to the Closing Date to the extent set forth in Section 11.1 of the Seller Disclosure Schedule. The Purchaser Group shall recognize the hire date for each Hired Employee, as listed in Section 5.1 of the Seller Disclosure Schedule, for all purposes. Those Offered Employees accepting such offers of employment and actually commencing employment with the Purchaser Group are hereinafter referred to as "Hired Employees". Each of the Parties shall use reasonable best efforts to cooperate with each other in order to facilitate the offers of employment to be made pursuant to this Section 5.1(a) and the on‑boarding of the Hired Employees to Purchaser Group's payroll and benefit plans. The Purchaser Group shall provide the Sellers with copies of the offers of employment to be made to the Offered Employees at least two (2) days prior to the delivery of such offers. Business Employees employed by the Transferred Entities immediately prior to the Closing will continue in employment with the Transferred Entities immediately following the Closing and shall be referred to as "Transferred Employees" at that time.
Appears in 1 contract
Employees. (a) Effective as of the Closing, Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any all persons who are employees of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day GSI immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (includingon terms of employment and compensation comparable to that received by such employees immediately prior to the Closing; provided, without limitationhowever, those specified in the next paragraph). Nothing contained herein is that "compensation" for this purpose shall not be deemed to be construed as offering or creating an employment contract for include benefits under any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in plan within the meaning of Section 3(3) of ERISA which is subject and provided further that such employees shall not be third party beneficiaries of this Agreement and shall remain terminable at will. All employees of GSI who accept employment with Buyer shall be referred to herein as "Transferred Employees." Effective as of the Closing, Buyer shall assume sponsorship for the Employee Plans (as defined in Section 2.14(a)), and shall be responsible for all liabilities arising under such plans on or after the Closing, but shall be permitted to amend or terminate any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create of such plans at any contractual or legal rights in or enforceable by any Employeetime after the Closing. Buyer agrees that it shall use its reasonable efforts to obtain prior approval cause the insurer under the Employee Plans to give Transferred Employees full credit under the Employee Plans for all expenses incurred by Transferred Employees and their beneficiaries under the benefit deductible and co-payment provisions of Seller before sending the Employee Plans. Buyer agrees that it shall be liable for any communications continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") (i) imposed as the result of a "Qualifying Event" (as that term is defined in ERISA Section 603 or Code Section 4980B(f)(3)) that occurs on or after the Closing with respect to any Transferred Employee employed at or (ii) imposed under the Branch concerning Employee Plans for any period extending beyond the subject matter Closing with respect to a Qualifying Event which occurred on or before the Closing, provided that GSI (or the plan administrator appointed by it) has met all relevant notice requirements under Section 606 or Section 4980B(f) (6) of the Code pertaining to any Covered Employee or Qualified Beneficiary (as such terms are defined in Section 607 of ERISA and Sections 4980B(f) and (g) of the Code) affected by such Qualifying Event. Furthermore, Buyer shall indemnify BFM and TDC for any liability or penalty imposed under COBRA (i) with respect to any Transferred Employee as the result of a Qualifying Event that occurs on or after the Closing, and (ii) with respect to any employee of GSI (including GSI employees who are not Transferred Employees) who is eligible to receive continuation coverage under the Employee Plans in accordance with COBRA for any period of time extending beyond the Closing, but excluding for purposes of this Section 12.1, 4.1(a) any liability for which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement BFM and GSI are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this liable under Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements"5.3(e)). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 1 contract
Employees. Buyer shall be entitled(1) Except for the Union Agreement and that certain Employment Agreement between Xxxxx Xxxxxx and Fifty Seventh Street Operating LLC, but is not requireddated as of August 2006, as assigned to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated Citylife Hotel 57 Management LLC by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each that certain Assignment and Assumption Agreement, dated as of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitledNovember 22, but is not obligated to2006, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole by and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employeesbetween Fifty Seventh Street Operating LLC, and hereby agrees Citylife Hotel 57 Management LLC, neither Seller nor Manager is a party to and shall indemnify and hold Seller harmless from and against or bound by any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options union agreement or other forms agreement with or relating to Employees. (2) Set forth on Exhibit “Y” hereto is a complete and accurate list of incentive compensation all Employees stating for each Employee (i) whether or post-retirement compensation or benefits which not the Employee is entered into or maintained, as covered by the case may be, by Seller; or Union Agreement and (ii) any "employee benefit plan" their salary, hire date and current job title. Before closing, Seller will provide to Buyer or Replacement Manager, information concerning the Employees’ current wages, benefits, accrued vacation and sick leave. (3) To the best of Seller’s knowledge, no Employee has been improperly classified as defined in Section 3(3) exempt for purposes of ERISA which is subject to any provision or ERISA federal, state and is maintained, administered or contributed to by Sellerlocal wage and hour laws. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of If Seller discovers before sending any communications to Closing that any Employee employed at the Branch concerning the subject matter has been improperly classified as exempt for purposes of this Section 12.1federal, which approval shall not be unreasonably withheld. This Agreement may be amended state or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer local wage and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyerhour laws, Seller shall compensate Employeesinform Buyer thereof with reasonably promptness, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available liability for such training improper classification during periods prior to Closing shall be covered by Seller’s indemnification of Buyer. All Employees who are covered by the Closing Dateterms of the Union Agreement have been properly classified and paid wages and benefits in compliance with the Union Agreement through the date of the Closing. All Employees who have not been paid wages or benefits pursuant to the Union Agreement have been properly excluded from coverage under the Union Agreement. The Opia Restaurant grievance and/or demand for arbitration, dated May 30, 2006 #u06-006, has been settled by the Seller and Manager with the Union in the Me Too Agreement between the Union and Seller and Manager, dated as of August 1, 2007 with no back pay liability.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Apple REIT Eight, Inc.)
Employees. (a) Effective as of the Closing Date, Buyer shall be entitled, but is not requiredoffer employment to at least 90% of the employees of BAPCO as of the Closing Date (excluding the employees set forth on Schedule 6.1(a) (the "Retained Employees"), to meet whom Buyer shall not make offers of employment) (the BAPCO employees as of the date hereof excluding the Retained Employees are referred to herein as the "BAPCO Eligibles" and are set forth on Schedule 6.1(b) with relevant details of their employment with BAPCO, including compensation and net credited service; BAPCO shall provide Buyer with an updated version of Schedule 6.1(b) within five days prior to the Closing Date), on terms and conditions (including position, location, total cash compensation and benefits) substantially comparable to each BAPCO Eligible's terms and conditions of employment immediately prior to the Closing, and subject to and in accordance with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employeesother terms of this Section 6.1(a). Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller BAPCO shall cooperate with and use commercially reasonable efforts to obtain such consent assist Buyer in its efforts to secure reasonably satisfactory employment arrangements with the BAPCO Eligibles; provided that Cellco shall have the right to hire any BAPCO Eligible who applies for a job with Cellco through Cellco's normal job application processes, who does not receive an offer of employment from each Buyer, who declines an offer of its Employees as soon as practicable employment by Buyer or who is terminated by Buyer after the initial meeting with Employees employed at Closing Date; further provided that, notwithstanding the Seller's Branch. foregoing, Cellco shall not hire more than ten percent (excluding any BAPCO Eligible hired by Cellco who did not receive an offer of employment from Buyer shall be entitled, but is not obligated to, personally interview each or who was terminated by Buyer after the Closing Date) of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole the BAPCO Eligibles during the period commencing on the date hereof and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately ending one year following the Closing Date. BAPCO shall have the right to notify its employees of the foregoing, other than the fact that employees who are terminated by Buyer for cause can be hired by Cellco. Each BAPCO Eligible who accepts such an offer of employment from Buyer (each, a "Transferred Employee") shall become an employee of Buyer as of the Closing Date and shall participate in the following employee benefit plans to be provided by Buyer (the "Buyer Benefit Plans"), provision of which plans shall satisfy Buyer's obligation to provide substantially comparable benefits: (i) a medical benefit plan and dental benefit plan on terms substantially comparable to BAPCO's medical and dental benefit plans, except, however, the Buyer's medical benefit plan need not offer mental health/substance abuse benefits; (ii) a reimbursement account plan on terms substantially comparable to BAPCO's reimbursement account plan; (iii) a disability benefit plan including both short term disability benefits and basic long term disability benefits on terms substantially comparable to BAPCO's disability benefit plan; (iv) a life insurance benefit plan on terms substantially comparable to BAPCO's life insurance benefit plan; (v) a tuition Asset Purchase Agreement assistance plan on terms substantially comparable to BAPCO's tuition reimbursement plan, except, however, the Buyer's tuition reimbursement plan need not provide company prepaid tuition benefits; (vi) a separation or severance pay plan which shall be established on terms substantially comparable to BAPCO's separation or severance pay plan; and (vii) a savings and investment plan with terms substantially comparable to BAPCO's savings plan, including a required employer match contribution. Buyer shall make maintain the aforementioned Buyer Benefit Plans for at least an eighteen month period commencing with the Closing Date, and each Transferred Employee, as long as such employee remains in the employ of Buyer, shall remain eligible to participate in such Buyer Benefit Plans during such eighteen month period. For purposes of eligibility to participate in and vesting under the Buyer Benefit Plans, but not for purposes of benefit accrual under any offers of employment promptly after defined benefit pension plan or defined contribution retirement plan (other than the receipt from Seller of records referred to savings and investment plan described in clause (vii) above. Any such ), each Transferred Employee shall be given five receive full credit for all prior service properly credited under the BAPCO Benefit Plans as set forth on Schedule 6.1(b). Each Transferred Employee shall also receive credit under the relevant Buyer Benefit Plans for co-pays, deductibles and other similar payments made under the corresponding BAPCO Benefit Plan through the Closing Date. Each Transferred Employee's participation in the BAPCO Benefit Plans shall terminate as of the Closing Date (5) Business Days from except to the date extent of benefits accrued under such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees Plans on or prior to the Closing (including, without limitation, those specified in the next paragraphDate but not yet paid out). Nothing contained herein is to be construed Except as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined provided in Section 3(36.1(c) of ERISA which is subject below, BAPCO shall pay all obligations to any provision or ERISA Transferred Employees, and is maintained, administered or contributed fulfill all other relevant obligations to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Transferred Employees, in accordance with Seller's customary policies the terms of the relevant BAPCO Benefit Plan and practicesapplicable law. Except to the extent inconsistent with the above, for the Employees' time spent being trained any and all decisions to offer employment or not to offer employment to BAPCO Eligibles shall be made by Buyer in its sole discretion, but in compliance with all applicable law, and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller BAPCO shall cooperate with Buyer to make such Employees available have no responsibility for such training prior decisions. Buyer shall have no liability with respect to the Closing DateRetained Employees or with respect to any BAPCO Eligible who does not become a Transferred Employee, except to the extent that such BAPCO Eligible fails to become a Transferred Employee under circumstances in which Buyer has breached its obligations under this Agreement or otherwise violated applicable law.
Appears in 1 contract
Samples: Asset Purchase Agreement (Aquis Communications Group Inc)
Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees All employees currently employed at the Seller's BranchProperty, together with their respective wages and benefits, are listed on Exhibit K attached hereto. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment Except with respect to any of such Employees which Buyer, the warranties set forth in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.26.1, Seller shall indemnify and hold harmless Buyer and Buyer's officershas not made any warranty or representation, directorsexpress or implied, employeeswritten or oral, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to concerning the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing DateProperty, including but not limited without limitation any representations relating to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: Hazardous Materials (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(36.3(c) below). All representations and warranties of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not Seller contained herein are intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval shall remain true and correct as of Seller before sending any communications to any Employee employed at the Branch concerning Closing and shall survive the subject matter delivery of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, Deed for a period of one six (16) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or months after Closing and shall thereafter expire unless a claim thereunder has been commenced in conjunction compliance with the Branch before next sentence and diligently pursued thereafter. Any claims by Purchaser with respect to such representations or warranties shall be commenced by written notice to Seller within six (6) months after closing and shall be diligently pursued thereafter or shall be deemed waived by Purchaser. Notwithstanding the termination of this Agreement. Howeverforegoing, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer Purchaser shall have the right but not the obligation prior no claim against Seller with respect to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as representations and warranties set forth in this Section 126.1 if Purchaser had actual knowledge that a representation or warranty was untrue or inaccurate or incorrect as of the time of Closing and Purchaser nevertheless chose to proceed with Closing hereunder. Such training Whenever in this Agreement a representation of Seller is based on the “Seller’s knowledge” or words of similar import, such reference shall be at deemed to be to the expense actual knowledge of Buyer and Xxxxxx X. Xxxxxxx, Xx., without investigation or inquiry of any kind. There shall be conducted on Saturday no personal liability to said individual arising out of said representations or after business hours at a location other than the Branchwarranties. At the request No knowledge of Buyerparties affiliated with, employed by, or related by agency to Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer imputed to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Dateabove-named person. Notwithstanding anything to the contrary contained in this Agreement, the aggregate amount which may be collected by Purchaser pursuant to the representations and warranties of Seller set forth herein shall not exceed an amount equal to 1% of the Purchase Price, plus any legal fees and costs awarded under Section 11.2. The provisions of this Section 6.1 shall survive the Closing, subject to the limitations set forth herein.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Corporate Realty Income Fund I L P)
Employees. Buyer shall be entitled, but is (a) At least ten (10) and not required, to meet with the Employees employed at Seller's Branch no later more than seven fifteen (715) days after the transaction is communicated by the Seller prior to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2Closing, Seller shall indemnify and hold harmless deliver to Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result an updated list of Seller's employment of such Business Employees on or prior to that includes the Closing (including, without limitation, those specified information set forth in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: clauses (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or through (ii) any "employee benefit plan" as defined in Section 3(3vi) of ERISA which is subject Section 3.17(c) with respect to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any each such Business Employee. Buyer agrees to obtain prior approval of and Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. specifically agree that Buyer shall have the right (but not the obligation prior obligation) to make offers to employ each Business Employee (an “Employment Offer”), which offer shall be made in good faith and conditioned upon the occurrence of the Closing and effective as of the Closing; provided that, (i) to the Closing extent mutually agreed upon by Seller and Buyer, such offer of employment may be effective, and such Business Employee may commence employment with the Buyer or an applicable Affiliate thereof, at a mutually agreed time, and (ii) to provide training the extent the applicable Business Employee is an Inactive Business Employee, such offer shall be effective as of the date that such Business Employee is able to any Employees that will become employees of Buyer after return to work, so long as such date is within ninety (90) days following the Closing Date or such later return date as set forth in this Section 12may be required by applicable Requirement of Law. Such training If Buyer elects to make an Employment Offer, such Employment Offer shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other made no later than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses five (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training 5) days prior to the Closing Date.. Following the date hereof and while Buyer has outstanding obligations pursuant to this Section 6.4, Seller shall notify Buyer of the occurrence of the end of any such leave of absence with respect to any Inactive Business Employee as soon as reasonably practicable following such occurrence. Notwithstanding anything in this Agreement to the contrary, Seller shall retain all costs, expenses and Liabilities related to any Inactive Business Employee that arise out of or accrue as a result of an event or events that occur on, prior to or as of the date that any Inactive Business Employee commences employment with the Buyer or an Affiliate thereof in accordance with the terms of this Agreement. At reasonable times prior to the Closing, Seller shall provide Buyer or an Affiliate thereof with reasonable access to the Business Employees in order to permit Buyer and its Affiliates to discuss potential terms of employment. Each Business Employee who accepts Xxxxx’s offer of employment pursuant to this Section 6.4 and commences employment with Buyer or an Affiliate thereof shall be referred to herein as a “Transferred Employee”. Buyer and Seller shall cooperate in good faith with respect to the transfer of any Business Employees that are on visa or work permits sponsored by Seller or its Subsidiaries. (b) Seller shall (i) cause, effective as of the date on which a Transferred Employee commences employment with the Buyer or an Affiliate, any Transferred Employee who is participating in any Seller Benefit Plan to cease participation in such Seller Benefit Plan and (ii) waive and release any confidentiality, non-competition, non-disclosure and similar agreements between Seller and its Affiliates and each Transferred Employee that would restrict or encumber such Transferred Employee’s ability to perform his or her duties as an employee of Buyer or an
Appears in 1 contract
Samples: Asset Purchase Agreement (Finance of America Companies Inc.)
Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than Within seven (7) days after following the transaction is communicated by Effective Date, Seller shall provide Buyer with a list of all Hotel Employees showing the Seller following information in relation to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each such Hotel Employee: name, location, date of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such releasehire, job title and hourly rate. Seller shall use commercially reasonable efforts provide Buyer with an updated list of Hotel Employees setting forth the same information within two (2) Business Days prior to obtain such consent from each of its Closing. Seller shall terminate (or, if applicable, shall cause the Manager to terminate) all Hotel Employees as soon as practicable after of the initial meeting with Employees employed at the Closing, subject to Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may ’s right to offer continued employment to any Hotel Employee at other properties owned by Seller or Seller’s affiliates during (and only during) the period commencing on the Effective Date and ending on the date that is thirty-nine (39) days after the Effective Date, provided, however, if Buyer elects to extend the Closing Deadline pursuant to Section 3.1 hereof, such thirty-nine (39) day period shall be extended to end on the date that is fourteen (14) days after Seller receives Buyer’s extension notice thereunder; it being agreed that Seller shall provide Buyer with a list of all Hotel Employees that have accepted such Employees which offer of continued employment no later than thirty-nine (39) days after the Effective Date or fourteen (14) days after Seller’s receipt of Buyer’s notice of election to extend the Closing Deadline. Buyer then may, in its sole and absolute discretion, desires or may cause Buyer’s property manager to, extend an offer of employment to employ. Any such Employee shall be hired on such terms any Hotel Employees not so identified as retained by Seller, and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers provide Seller with a list Purchase Agreement of all Hotel Employees that have accepted such offer of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in Date. Seller shall be solely responsible for all obligations required under the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation payWARN Act and COBRA. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter provisions of this Section 12.1, which approval 8.6(A) shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In survive the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing DateClosing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (ESH Hospitality, Inc.)
Employees. Buyer For a period of not less than twelve (12) months following the Effective Time, the Parent shall, or shall be entitledcause the Surviving Corporation to, but is not requiredmaintain (i) employee benefit plans, to meet with the Employees employed at Seller's Branch no later than seven programs and arrangements and salaries (7excluding equity-based plans and severance plans) days for each individual who was an employee (and who, after the transaction is communicated by Effective Time, continues to be an employee) of the Seller Company or any of its Subsidiaries immediately prior to the Seller's Employees. Seller agrees Effective Time, which are, in the aggregate, no less favorable to give Buyer access any such individual than those provided pursuant to personnel files concerning the Employee Plans (excluding equity-based plans and severance plans) as of immediately before the Effective Time, and (ii) employee benefit plans, programs and arrangements and salaries that are triggered upon the termination of employment for each individual who was an employee of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each Company or any of its Employees as soon as practicable Subsidiaries immediately prior to the Effective Time (regardless of whether such individual continues to be an employee after the initial meeting with Employees employed at Effective Time), which are, in the Seller's Branch. Buyer shall be entitledaggregate, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment no less favorable to any such individual than those provided to similarly situated employees of such Employees which Buyer, in Parent or a Subsidiary of Parent as of immediately before the Effective Time. Each Person who is an employee of the Company or its sole and absolute discretion, desires Subsidiaries immediately prior to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee Effective Time (a “Covered Employee”) shall be given five (5) Business Days from credit for all service with the date of such offer to accept Company or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired its Subsidiaries (and service credited by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result the Company or any of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or its Subsidiaries) prior to the Closing Effective Time (includingto the extent recognized as service under corresponding Employee Plans in effect immediately before the Effective Time) for crediting service for purposes of eligibility to participate, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees vesting and determination of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including level of benefits (but not limited to for purposes of calculating benefit accrual service under any amounts due for accrued but unused vacation pay. The Buyer is not assumingdefined benefit pension plan), nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "all employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA plans, programs and is maintained, administered arrangements maintained by or contributed to by SellerParent and its Subsidiaries (including, after the Effective Time, the Surviving Corporation) in which such Covered Employees become participants, and (ii) severance plans maintained by Parent or a Subsidiary of Parent for purposes of calculating the amount of each Covered Employee’s severance benefits. This Agreement is not intended After the Effective Time, the Parent and the Surviving Corporation shall (i) waive all limitations as to create preexisting conditions and does not create waiting periods with respect to participation and coverage requirements applicable to the Covered Employees under any contractual welfare benefit plans that such Covered Employees may be eligible to participate in after the Effective Time, and (ii) provide each Covered Employee with credit for any co-payments and deductibles paid during the portion of the relevant plan year prior to the Effective Time in satisfying any applicable deductible or legal rights out-of-pocket requirements under any welfare plans that such Covered Employees are eligible to participate in or enforceable by any Employeeafter the Effective Time. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of Nothing in this Section 12.17.3 shall confer upon any employee of the Company or any of its Subsidiaries any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated interfere in any way with any right of the Company or any of its Subsidiaries or Parent of any of its Affiliates to terminate such employment at any time for any reason whatsoever (whether for cause or without cause) without liability to the Company, or any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination its Subsidiaries or Parent or any of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Dateits Affiliates.
Appears in 1 contract
Employees. Buyer hereby acknowledges that the August Partnership entered into that certain Management Agreement, dated as of December 31, 1993 (the "Management Agreement"), with Leisure Care, Inc., a Washington corporation (the "Manager"), for the management of the Properties. The Management Agreement shall be terminated effective as of the Closing. However, Buyer hereby acknowledges that Seller has an interest in preserving a continuity of employment for Manager's employees. Accordingly, Buyer hereby covenants and agrees to offer employment to each of Manager's employees that are employed by Manager at the Properties immediately prior to the Closing (collectively, the "Employees"), at the salaries that Manager pays such Employees as of the date hereof, and with coverage under one or more group health plans that are substantially the same as the plans summarized on Exhibit "R" attached hereto. The parties hereby acknowledge and agree that (i) Manager shall be paying all Employees all sums that they are owed as of the Closing for earned but unpaid salaries, wages, benefits and reimbursements and (ii) Buyer shall be entitlednot assume any liability for any earned but unpaid salaries, wages, benefits or reimbursements, including, without limitation, any accrued but is not requiredunpaid vacation days or personal holidays, to meet in connection with Manager's employment of the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitledindemnify, but is not obligated toprotect, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify defend and hold Seller Buyer harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations Claims with respect to amounts payable under the Management Agreement or liabilities which may arise as a result of Seller's employment of such amounts owed to Employees on or for the period prior to the Closing Closing. Notwithstanding anything to the contrary contained herein, (includinga) Buyer, without limitationits agents and representatives shall be entitled, those specified in at Buyer's sole cost and expense, to enter onto the next paragraph). Nothing contained herein is Properties after the Due Diligence Termination Date during normal business hours, upon reasonable advance notice to be construed as offering or creating an employment contract Seller and, at Seller's election, accompanied by a representative of Seller, to arrange for any such Employee or any other obligation to employ such Employees. All Employees the orderly transfer of the Branch will have their earned compensation paid in full by Seller through operations of the Properties as of the Closing Date, including but not limited and (b) Seller shall use commercially reasonable, good faith efforts to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject cause Manager to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction cooperate with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Dateforegoing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Senior Income Fund L P)
Employees. (i) Not later than ten (10) Business Days after the Effective Date, Seller shall deliver to Buyer shall be entitled, but a schedule including the following information as of a date which is not required, to meet with the Employees employed at Seller's Branch no later more than seven fifteen (715) days after the transaction is communicated by the Seller prior to the Seller's Employeesdelivery date of such schedule: (i) the name of all Facility-based employees, and (ii) their positions, rates of pay and original hire dates. Seller agrees shall update the schedule described in the immediately preceding sentence on or about three (3) Business Days prior to give the Closing Date and shall promptly notify Buyer access to personnel files concerning of any material changes in such schedule. Seller will terminate the employment of each of the Facility Employees employed at Seller's Branch within seven (7as defined below) days as of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. (ii) Buyer shall make any offers agrees its acquisition of employment promptly after the receipt from Seller of records referred to above. Any such Employee Facility shall be given five (5) Business Days from structured in such a manner that Seller shall not be required to give any Facility-based employees notification under the date of such offer to accept or decline the employment offerWorker Adjustment and Retraining Notification Act, 29 U.S.C. 2101, et seq. Beginning on the date on which any of Seller's Employees are hired by BuyerTo this end, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through before the Closing Date, including but not limited Buyer shall offer to any amounts due for accrued but unused vacation pay. The Buyer is not assuminghire, nor shall it have responsibility for the continuation ofon a probationary basis, or any liabilities under or in connection with: at least seventy-five (i75%) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms percent of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee 's employees who are employed at the Branch concerning Facility as of the subject matter Closing Date (the "FACILITY EMPLOYEES"). Any such offer of this Section 12.1employment to a Facility Employee by Buyer shall be to perform comparable services, which approval shall in such position as is comparable to the position such Facility Employee held with Seller as of the closing, provided that Buyer may offer compensation to such Facility Employees at levels commensurate with compensation levels paid to other employees of Buyer holding comparable positions, and provided further that any change in compensation levels does not be unreasonably withheld. This Agreement may be amended or terminated without liability to result in any constructive discharge of any such Facility Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right (but not the obligation prior obligation) to employ or offer to employ any Facility Employee who declines Buyer's offer of employment. (iii) Buyer shall hire at the closing, on a probationary basis, each Facility Employee who elects to accept employment with Buyer in accordance with the terms of Section 6(e)(ii), above (all of such employees who accept employment with Buyer being herein called the "HIRED EMPLOYEES"). (iv) Seller shall pay to each Facility Employee, on that date which, but for the closing, would have been the next regularly scheduled payroll date for such employee following the closing or sooner if required by law, an amount equal to any and all salary or benefits earned and accrued by such employee, as of the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, Date in accordance with Seller's customary policies and practicespolicies. (v) Nothing in this Section 6(e) shall create any rights in favor of any person not a party hereto, including the Facility Employees, or constitute an employment agreement or condition of employment for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses any employee of Seller or any affiliate of Seller. (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements"f)). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 1 contract
Samples: Sale Contract (Emeritus Corp\wa\)
Employees. Buyer shall be entitledExhibit 5.01(k) annexed hereto contains a list setting forth the name and current annual salary and other compensation payable by Seller to each Employee (as hereinafter defined), but and the profit sharing, bonus or other form of additional compensation paid or payable by Seller to or for the benefit of each Employee for the current fiscal year. Except as set forth on Exhibit 5.01(k) annexed hereto or under the employment, consulting or other agreements listed thereon, there are no oral or written contracts, agreements or arrangements obligating Seller to increase the compensation or benefits presently being paid or hereafter payable to any of its Employees. Exhibit 5.01(k) annexed hereto sets forth summaries of all oral employment or consulting or similar arrangements between Seller and any Person which are not terminable without liability on thirty (30) days' or less prior notice and lists all written employment and consulting agreements between Seller and any Employees, true and complete copies of which have been provided to Buyer. Except for severance obligations to Employees of Seller set forth on Exhibit 5.01(k) annexed hereto, there is not required, to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed due or owing and there will not be due and owing at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each Closing to any of Seller's Employees. Buyer may offer employment , any sick pay, severance pay (whether arising out of the termination of Employees of Seller prior to, on, or subsequent to any of such Employees which Buyerthe Closing), in its sole compensable time or pay, including salary, commission and absolute discretionbonuses, desires personal time or pay or vacation time or vacation pay attributable to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees service rendered on or prior to the Closing (including, without limitation, those specified Date. Except as disclosed in the next paragraph). Nothing contained herein Exhibits annexed hereto, there is to not now, and there will not be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, any liability of Seller arising out of claims made or suits brought (including but not limited to any amounts due workers' compensation claims and claims or suits for accrued but unused vacation pay. The Buyer is not assumingcontribution to, nor shall it have responsibility for the continuation or indemnification of, third parties, occupational health and safety, environmental, consumer protection or any liabilities under or in connection with: (iequal employment matters) any employment contractfor injury, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.sickness,
Appears in 1 contract
Employees. Sellers have provided Buyer shall be entitledwith a schedule (the “Employee Schedule”) that identifies all individuals who are full time, but is not requiredpart time or casual employees or individuals engaged on contract to provide employment services, to meet or who are sales or other agents or representatives of each Sellers and Subsidiary employed or engaged by or in association with the Employees employed at Seller's Branch no later than seven Business (7the “Employees”) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each as of the Employees employed at Seller's Branch within seven (7) days of receiving date hereof, together with each such Employee's written consent ’s date of hire, title or classification, and rate of salary, hourly pay, commission and bonus entitlement, expense reimbursement or allowance arrangements (if any) and length of service for each such releasetitle or classification. Schedule 2.22 lists each management or employment contract or contract for personal services and a description of any understanding or commitment between any Seller shall use commercially reasonable efforts to obtain or Subsidiary and any officer, consultant, director, employee, independent contractor or other person or entity. A true and complete copy of any such consent from each contracts with an aggregate financial obligation in excess of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any CDN$50,000 and a description of such Employees which understandings and commitments has been delivered to Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers As of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but no Seller or Subsidiary has previously made, and will thereafter not limited to make, any amounts due for accrued but unused vacation paystatement or communication of any kind regarding whether, or the terms and conditions upon which, any such employee may be employed by Buyer. The Buyer is not assumingEmployee Schedule also identifies an aggregate number of Employees on lay-off other than those in receipt of benefits under applicable laws relating to workers compensation matters, nor shall it including the Workers Compensation Act (Alberta) and any other equivalent or like laws in each jurisdiction in which a Seller or Subsidiary carries on the Business (“Workers’ Compensation Laws”), who have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, been absent continually from work for a period in excess of one (1) year following month, as well as the termination reason for their absence. The Employee Schedule also lists the aggregate number of this AgreementEmployees in respect of whom any Seller or Subsidiary has been advised by the applicable governmental authority are currently in receipt of benefits under the Workers’ Compensation Laws. There are no complaints, Buyer will neither initiate contact claims or charges outstanding or anticipated, nor any orders, decisions, directions or convictions currently registered or outstanding, by any governmental authority, against or in respect of any Seller or Subsidiary, under or in respect of any applicable laws respecting labor or employment matters, including laws in connection with or solicit for hire any Employee who was employed by Seller at or in conjunction with relating to equal opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the Branch before the termination payment of this Agreement. HoweverTaxes, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer occupational health and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies safety and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination plant closings (the "Employee Reimbursements")“Employment Laws”). Each Seller shall cooperate and Subsidiary is in compliance with Buyer to make such Employees available for such training prior to all Employment Laws. Without limiting the Closing Date.generality of the foregoing:
Appears in 1 contract
Employees. Buyer (a) Present part-time employees who, when the previous collective agreement expired, were paid on a prorated basis from the rates in Appendix “A” may continue to be paid on that basis. They shall accumulate vacation, holidays and sick leave and other cumulative benefits on a prorated basis. Present part-time employees paid on a prorated basis in ac- cordance with Appendix “A” may at any time elect to be paid from the designated rates in Appendix Once such an employee elects to be paid on this basis, he cannot revert to the prorated basis. All other part-time employees shall be entitledpaid from the designated rates in Appendix as of the date of signing of this Agreement. They will not be entitled to accumulate vacation, but sick leave or other cumulative benefits. Article (Holidays) and Article (Overtime) do not apply. In determining the rate to be paid to persons hired on a temporary basis, previous experience may be taken into account. A part-time, temporary, or casual employee shall be entitled to an annual increment upon completion of each, hours of work or multiples thereof. time shall be calculated from January or date of hire, whichever is not requiredlater. A part-time, to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller temporary, or casual employee who has completed his probationary period may make application to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of Administrator for a position on the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole full-time staff and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five preference in accordance with the provisions of Article (5) Business Days from Seniority). If the date full-time position is within the same classification and further trial period shall be required. A leave of such offer to accept or decline the employment offer. Beginning absence without pay for employees on the date all-inclusive rate shall be granted on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, yearly basis for a period of at least two weeks upon application not later than the time specified for full-time employees to apply for vacation to the Administrator. The time this period shall be taken will be subject to the approval of the Hospital Administrator. Seniority of the part-time, temporary, and casual employee shall be calculated on a prorated basis from the last date of hiring. A part-time, temporary or casual employee shall be compensated at the overtime rate for all hours worked in excess of seven and one-half hours worked in any one (1) year following the termination day or for all hours worked in excess of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or seven and one-half hours in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses week averaged over a four (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date4) week period.
Appears in 1 contract
Samples: I Agreement
Employees. (a) Effective as of the Closing Date and subject to the occurrence of the Closing, Buyer shall offer at will employment to the B&I GPO Business Employees as set forth on Annex E, with, until January 1, 2024, (i) base wages, salaries and annual cash bonus/commission opportunities (excluding equity or equity-related compensation) equivalent to the base wages, salaries and annual cash bonus/commission opportunities in effect immediately prior to the Closing, and (ii) employee benefits that a similarly situated employee of Xxxxx receives in connection with such Person’s employment with Buyer. Such B&I GPO Business Employees who accept Xxxxx’s offers of employment and commence employment with Buyer are referred to as the “Hired Employees.” It is understood and agreed that (i) any offer of employment made by Buyer pursuant to this Section 4.7 is subject to Buyer’s reasonable pre-screening and onboarding process and is contingent upon successful completion of a background check and Buyer’s other onboarding requirements, will not constitute any commitment, contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing Date employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment; and (ii) employment offered by Xxxxx is “at will” and may be entitled, but is not required, terminated by Buyer or by any Hired Employee at any time for any reason. Nothing in this Agreement will be deemed to meet with prevent or restrict in any way the Employees employed at Seller's Branch no later than seven (7) days right of Buyer after the transaction is communicated by Closing to terminate, reassign, promote or demote any of the Seller Hired Employees, or (except as set forth in the first sentence of his paragraph) to change (adversely or favorably) the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of any such Hired Employees; provided, however, that Buyer will endeavor to honor such Hired Employees’ current work location. On and after the Closing Date until January 1, 2024, Buyer shall (in each case to the Seller's Employees. Seller agrees to extent allowed by applicable Law), (i) give Buyer access to personnel files concerning each of the Hired Employees employed at Seller's Branch within seven service credit for all purposes, (7ii) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from cause any preexisting condition restrictions, other restrictions or waiting periods under employee benefit plans of Buyer to be waived to the extent necessary to provide immediate coverage to each Hired Employee, and (iii) honor all accrued but untaken paid time off credited to each Hired Employee recorded in the records of its Employees as soon as practicable PHSI under the paid time off plans of PHSI that have not been cashed out on or before the Closing. Promptly after the initial meeting with Employees employed at close of the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately applicable commission period following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by BuyerDate and in accordance with applicable Legal Requirements, Buyer shall assume pay all obligations and liabilities unpaid commissions owed to any Hired Employees related to sales for which may arise as a result of Buyer's such Hired Employees received credit during their employment of such Employees on or after such first date of employment of such Employees, and hereby agrees with PHSI with respect to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or the B&I GPO Business prior to the Closing (includingthe “Commissions”), without limitationall as more specifically set forth on Annex E, those specified which amounts shall be considered Indebtedness for purposes hereof. Buyer shall use commercially reasonable efforts, subject to the consent of any applicable insurer, to cause any medical plans of Buyer to apply any amounts paid under an equivalent employee benefit plan of PHSI or its Affiliates by a Hired Employee as deductibles, coinsurance and out-of-pocket payments during the plan year in which the next paragraphClosing Date occurs toward deductible, coinsurance and out-of-pocket limits under such plan of Buyer for the plan year in which the Closing Date occurs to the extent take into account under the medical benefit plans of PHSI (with appropriate adjustments for differences in plan years). Nothing contained herein is With respect to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any each Hired Employee who was employed by Seller at a participant in one of the Health Savings Account plans of PHSI or in conjunction with its Affiliates (the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation “Premier Health Savings Account Plans”) prior to the Closing Closing, Buyer shall request the custodian of its Health Savings Account plans to provide training to any Employees that will become employees accept rollover contributions from the Premier Health Savings Account Plans on behalf of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Hired Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 1 contract
Employees. Buyer shall be entitled, but is not required, to meet with (a) During the Employees employed period commencing at Seller's Branch no later than seven (7) days after the transaction is communicated by Effective Time and ending on the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each first anniversary of the Employees employed at Seller's Branch within seven (7) days Effective Time, Parent shall, or shall cause the Surviving Corporation or any Subsidiary of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts Parent to obtain such consent from provide each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Company Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is who continues to be construed as offering or creating an employment contract for any such Employee employed by Parent, the Surviving Corporation or any other obligation to employ such Employees. All Employees Subsidiary of Parent as of the Branch will have their earned compensation paid in full by Seller through the Closing DateEffective Time (each, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: a “Continuing Employee”) with (i) any employment contract, collective bargaining agreement, plan at least the same level of base salary or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintainedhourly wage rate, as the case may be, by Seller; or that was provided to such Continuing Employee immediately prior to the Effective Time, (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one target annual cash performance bonus opportunities (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not equity or cash-settled equity based incentive opportunities) that are no less than the obligation target annual cash performance bonus opportunities in effect with respect to such Continuing Employee immediately prior to the Closing to provide training Effective Time, (iii) severance pay and benefits to any Employees Continuing Employee who incurs a “qualifying termination” at any time during the one-year period following the Effective Time at levels that will become are no less favorable than the levels of such severance pay and benefits as in effect under the applicable Company Benefit Plans immediately prior to the Effective Time (where, for such purpose, “qualifying termination” shall mean any termination of employment that would have resulted in severance pay and benefits under such Company Benefit Plan if such termination had occurred immediately prior to the Effective Time), and (iv) other employee benefits that are substantially comparable in the aggregate to those provided to such Continuing Employee immediately prior to the Effective Time. In addition, without limiting the foregoing, Parent shall, or shall cause the Surviving Corporation or any Subsidiary of Parent to, pay the amount of any cash bonus or commission that becomes earned and payable to eligible employees of Buyer after the Closing as Company or any Company Subsidiary pursuant to the terms of those Company Benefit Plans that are cash bonus or commission plans set forth in this Section 12. Such training shall be at 6.13(a) of the expense of Buyer Company Disclosure Letter and shall be conducted on Saturday or after business hours at a location other than made available to Parent by the Branch. At Company prior to the request of BuyerEffective Time, Seller shall compensate Employees, for the fiscal year in which the Effective Time occurs in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Datetheir terms.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lattice Semiconductor Corp)
Employees. (a) As of the Effective Time, Buyer shall be entitled, but is not required, will offer employment to meet with the Employees employed at Seller's Branch no later than seven (7) days after engaged in the transaction is communicated by the Seller Business and listed on Schedule 6.7. The terms and conditions of employment to the Seller's Employees. Seller agrees be offered to give Buyer access to personnel files concerning each such of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. will be determined by Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole discretion. Each such employee who accepts Buyer's offer of employment will hereinafter be referred to as a "Transferred Employee", and absolute discretioneach such employee who is not offered employment with Buyer or who does not accept Buyer's offer of employment will hereinafter be referred to as a "Former Employee." (b) Buyer agrees that it will assume all of the accrued but unused vacation days and all earned but unused sick days credited to each Transferred Employee under the applicable vacation and sick leave policies of Seller as of the Effective Time. After the Effective Time, desires to employ. Any such each Transferred Employee shall accrue vacation days and earn sick days for service with Buyer only in accordance with the applicable vacation and sick leave policies of Buyer and each Transferred Employee will only be hired on allowed to use or be paid for unused vacation days and sick days assumed by Buyer in accordance with the policies of Buyer; provided, however, that in no event shall the application of the policies of Buyer serve to eliminate any benefits accrued by a Transferred Employee to the use of such terms vacation days and conditions as sick days. Seller will be responsible for paying Former Employees for unused vacation days and sick days, and Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make will reimburse Seller for any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given payments within five (5) Business Days business days of receipt of an invoice from the date of Seller for such offer to accept or decline the employment offerpayments and any appropriate documentation that Buyer may reasonably request. Beginning on the date on which any of Seller's Employees are hired by Buyer(c) Except as specifically provided herein, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such EmployeesSeller Employee Plan, but only in accordance with its otherwise applicable terms, conditions, and hereby agrees exclusions, shall be liable for all Seller Employee Plan obligations to Former Employees and their eligible dependents and beneficiaries, regardless of when incurred, and to Transferred Employees and their eligible dependents and beneficiaries incurred before or at the Effective Time. Except as specifically provided herein, a Employee Plan of Buyer (a "Buyer Employee Plan"), but only in accordance with its otherwise applicable terms, conditions, and exclusions, shall indemnify be liable for Employee Plan obligations to Transferred Employees and hold Seller harmless from their eligible dependents and against any such liabilitybeneficiaries incurred after the Effective Time. In furtherance (d) COBRA, Health, LTD, Life and not in limitation of Section 14.2AD&D Benefits. Except as otherwise required by applicable law, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract responsible for any such group health plan continuation coverage, notices, and disclosure required under Section 4980B of the Code or Sections 601 through 608 of ERISA ("COBRA") with respect to any Former Employee or Transferred Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: "qualified beneficiary" (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(34980B of the Code) of ERISA which is subject any Former Employee or Transferred Employee with respect to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any EmployeeSeller Employee Plan. Buyer agrees to obtain prior approval within one hundred twenty (120) days of Closing, Health, long-term disability ("LTD"), life, and accidental death and dismemberment ("AD&D") Employee Plans of Buyer with benefits that shall generally be either the same as the benefits of similarly situated Buyer employees or comparable to the benefits of the Seller before sending any communications to any health, LTD, life, and AD&D Employee employed at the Branch concerning the subject matter of this Section 12.1, Plans by which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch they were covered immediately before the termination of this AgreementEffective Time for Transferred Employees and their eligible dependents. However, Buyer will not be prohibited from hiring any such Employee where the contact (e) 401(k) Plan. (i) FFE shall take whatever action is required under or with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior respect to the Closing Frozen Food Express Industries, Inc. 401(k) Savings Plan ("FFE's 401(k) Plan") to provide training cause the trustee of FFE's 401(k) Plan to any Employees that will become employees distribute, or offer to distribute, the account of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, each Transferred Employee in accordance with Sellerthe terms of FFE's customary policies and practices401(k) Plan, for as soon as administratively feasible after the Employees' time spent being trained Effective Time, but only to the extent distribution is determined by the Plan administrator of FFE's 401(k) Plan to be permissible under the Code. (ii) As soon as reasonably practicable after the Effective Time, Transferred Employees shall become eligible to participate in a 401(k) Plan to be established by Buyer and ("Buyer's 401(k) Plan") in accordance with the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements"terms of Buyer's 401(k)). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Frozen Food Express Industries Inc)
Employees. Buyer shall be entitled, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller Prior to the Seller's Employees. Seller agrees to give Effective Time, Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller or its Affiliate shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of the Business Employees and such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee offers shall be hired on communicated to such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as within a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or reasonable time prior to the Closing Date (includingthe “Offered Employees”), without limitation, those specified in except for such Business Employees who will automatically transfer to Buyer as of the next paragraphEffective Time as employees of the Acquired Entity or under applicable Law (each an “Automatically Transferred Employee”). Nothing contained herein is to be construed as offering or creating an Each offer of employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any be for an employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as position similar to the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at employment position the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation individual had immediately prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours Date at a geographic location other not further than 50 miles from the Branch. At the request individual’s principal place of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training employment immediately prior to the Closing Date, (ii) be conditioned on Closing, (iii) be made in writing and (iv) shall remain open and unchanged until the fifth Business Day prior to the Effective Time. Each Offered Employee who (i) (A) accepts Buyer’s offer of employment and (B) commences employment with Buyer or its Affiliates immediately after the Closing and (ii) each Automatically Transferred Employee, shall be referred to herein as a “Transferred Employee.” The employment of each Transferred Employee shall commence immediately upon the Effective Time and shall be deemed, for all purposes, consistent with applicable Law and except as otherwise expressly provided herein, to have occurred with no interruption or break in service. Seller shall encourage all Offered Employees to accept employment with Buyer, and Seller and its Affiliates shall not directly or indirectly solicit the employment of or seek to retain the services of any such Offered Employees. Each Business Employee who terminates employment with Seller or its Affiliates, or who ceases to be assigned to work principally in the Business prior to the Effective Time shall hereinafter be referred to as a “Terminated Employee.” Except as may otherwise be provided in the Transition Services Agreement, if any, Seller or its Affiliates shall terminate or shall cause to be terminated the employment of all Transferred Employees effective as of the Effective Time.
Appears in 1 contract
Employees. Buyer If the Closing occurs, the Purchaser shall be entitledfree to hire such persons, but is whether or not requiredemployees of the Seller or the Business, on such terms and conditions of employment as the Purchaser shall determine in the exercise of its sole discretion, and nothing in this Agreement shall establish any enforceable rights, legal or equitable, in any Person other than the parties hereto, including, without limitation, any employee of the Seller or the Business or any beneficiary of such employee. Any claim, including any claim for benefits, asserted by or on behalf of any Person with respect to meet such Person's employment by the Purchaser shall be governed solely by applicable employment policies and employee benefit plans, if any, which the Purchaser may adopt after the Closing, as construed in accordance with applicable Federal and state law. The Seller has delivered to the Employees employed at Seller's Branch no later than Purchaser a true and complete list (including names, titles, job descriptions, compensation, date of hire, and full vs. part-time status) of all employees of the Business on the date of such notice. At least seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date, the Purchaser shall notify Seller in writing which of such employees (if any) the Purchaser does not intend to hire after the Closing. The Seller shall be fully liable for the employment (or termination or severance thereof) of any persons listed in such Purchaser's notice. In addition, the Seller shall be liable for, and shall pay, all wages, salaries, payroll taxes and employee benefits, including without limitation, vacation, due, owing or accrued for all employees of the Business through the Closing Date. In particular, Seller shall provide and continue to provide all continuation coverage under its group health plans required by ERISA, the Code and applicable Law for (i) Seller's employees who terminate employment with Seller before the Closing Date and (ii) Seller's employees who terminate employment with Seller as of the Closing Date and whom Purchaser does not immediately employ. All claims incurred or liabilities asserted under Seller's Employee Benefit Plans shall be the responsibility of Seller and Purchaser shall not have any liability with respect to such claims or liabilities.
Appears in 1 contract
Employees. Buyer (a) Prior to the Closing Date, Purchaser shall be entitled, but is not requiredmake a Qualifying Offer of Employment (as defined below), to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing, to each employee of Telecom or IBS who works primarily in the Services Business as of the Closing (including those individuals on vacation, disability or leave of absence, paid or unpaid, as of the Closing Date; provided, however, except as otherwise provided in an employment agreement or similar agreement, the employment of each Transferred Employee (as defined below) shall be employment at will and Purchaser shall not have an obligation to continue any such employment for a specified period. Buyer shall make any offers An offer of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five deemed a "Qualifying Offer of Employment" if (5A) Business Days from the date proposed base salary and level of such offer to accept or decline incentive compensation is no less than the employment offer. Beginning on the date on which any employee's base salary and level of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or incentive compensation immediately prior to the Closing Date and (including, without limitation, those specified in B) the next paragraph). Nothing contained herein proposed principal place of employment is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees within ten miles of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employee's principal place of employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training immediately prior to the Closing Date. Each employee of a Transferred Company as of the Closing Date, and each other employee of Telecom or IBS described above who accepts the offer of employment described in the preceding sentence within 30 days of the Closing Date and that returns to active employment (hereinafter "Transferred Employees") shall be given credit for service with Purchaser (or any affiliate) for purposes of (i) determining eligibility to participate, entitlement to benefits, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations under each "employee welfare benefit plan" (as defined in Section 3(1) of ERISA) of Purchaser (or an affiliate) in which such Transferred Employee participates following the Closing Date (such plans hereinafter, "Purchaser Welfare Plans"), (ii) determination of severance benefits under any applicable severance plan of Purchaser (or an affiliate), and (iii) determination of vacation benefits under Purchaser's vacation policy; provided, however, that, in each case such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Transferred Employees shall also be given credit for amounts paid under a Benefit Plan or otherwise during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of a comparable Purchaser Welfare Plan.
Appears in 1 contract
Employees. Buyer (a) Schedule 4.1(a) sets forth an accurate and complete list of all employees of the Sellers ("Employees") engaged in the conduct of the Business together with their current annual base salary (and any incentive compensation paid during the past year), years of service and job title. Schedule 4.1(a) also sets forth all proposed salary increases for 2002, as well as any salary increases that have been granted since August 31, 2001. Except as set forth on Schedule 4.1(a), there are no Employees who are on disability or not actively at work in performing services on the Closing Date. Prior to the Closing, the Purchaser may interview and offer employment to, as new employees of the Purchaser, any Employees who satisfy Purchaser's employment criteria, other than those listed on Schedule 4.1(a) as "Excluded Employees." Any Employee who is offered Comparable Employment by the Purchaser but does not become a Hired Employee and who accepts employment with any Seller within six months following the Closing Date shall be entitled, but is deemed to be an "Excluded Employee" and the Sellers shall be required to reimburse the Purchaser for any amounts paid by Purchaser on account of any such Employee pursuant to Section 4.1(j). Those Employees who accept and commence employment with the Purchaser are referred to herein as "Hired Employees". The offer of employment to the Employees (other than Xxxxxxx X. Xxxxx) by the Purchaser shall be for employment at will (except as otherwise required by applicable law) and shall not required, be construed to meet limit the ability of the Purchaser to terminate any Hired Employees for any reason and each Hired Employee will be required to execute the Purchaser's standard form of confidentiality agreement for its employees. The Sellers shall provide the Purchaser and its representatives with access to its Employees and the personnel files and other records and files maintained by the Sellers with respect to its Employees and a reasonable opportunity to communicate with the Employees employed at Seller's Branch no later than seven (7) days after during the transaction is communicated by period between the Seller to signing of this Agreement and the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall Closing Date, and use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after assist the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, Purchaser in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 1 contract
Employees. Buyer Each newly-hired, regular, full-time employee shall be entitledon probation until he has completed six (6) months of active, but is not required, to meet continuous service with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's EmployeesEmployer. Seller agrees to give Buyer access to personnel files concerning each By mutual consent in writing of the Employees employed at Seller's Branch within seven Employer and the Union, the probationary period may be extended for an additional three (73) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days months from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees expiry of the Branch original probationary period. On successful completion of the probationary period an employee will be credited with seniority from the first day worked in his last continuous employment with the Employer. A probationary employee will have their earned compensation paid in full by Seller through no seniority rights during his probationary period and the Closing Date, including but release or lay-off of a probationary employee shall not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning be the subject matter of this Section 12.1, which approval a grievance and shall not constitute a difference under the provisions of the Collective Agreement. Each newly-hired, regular, part-time, awake night support, and night support employee shall be unreasonably withheldon probation until has completed hours of work. This Agreement ARTICLE TE I N Every at least two (2) weeks notice of termination of his employment. The Employer shall give full-time employees notice of termination of employment as provided in the Employment Standards except in cases of dismissal for cause or of during the probationary period, provided however, that the of an may be amended terminated forthwith where the Ernployer gives the employee notice in writing to that effect and pays the employee an amount equal to the wages to which the employee would have been entitled for work that would have been performed by him at the regular rate for a non-overtime work far the period of notice out above. Compulsory Retirement: The Employer may compulsorily retire an employee at age sixty-five (65) and no grievance may be lodged in connection therewith. ARTICLE JOB SECURITY on: In the event of a lay off of a permanent or terminated without liability long term nature, the Employer notify the Union forthwith. Upon receipt of such notice the Union may request a meeting with the Employer to any Employeediscuss: i the reasons for the lay the individuals affected and details of the actual lay initiate discussions with the Relations to look into possible strategies that may the scope of the lay off: Any recommendations arising from the Committee (as delineated in that enhance the collective be considered by the Ernployer and, should such be adopted, the implementation of those recommendations will take precedence over other terms of lay off in Agreement. In the event of a lay off of a permanent or long the transactions contemplated by this Agreement are not consummatedEmployer will provide affected employees with two (2) weeks notice for each year of continuous service, for to a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.eight
Appears in 1 contract
Samples: Collective Agreement
Employees. Buyer (a) Promptly following entry of the Sale Order, Seller shall be entitled, but is not required, to meet provide Purchaser with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of all Employees upon the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12Agreement. Such training Purchaser shall be entitled to conduct one-on-one meetings with select employees employed by Seller in connection with the Business on or after the entry of the Sale Order at the expense of Buyer such times as Purchaser shall reasonably request, and at such location in Miami, Florida and Ft. Pxxxxx, Florida as shall be conducted on Saturday or after business hours at a location other than the Branchreasonably acceptable to Purchaser and Seller. At the request of BuyerIn connection therewith, Seller shall compensate Employeesprovide Purchaser with access to complete personnel files of all employees employed by Seller, in accordance provided such access and disclosure does not violate any Laws. Following entry of the Sale Order, the parties may mutually agree that Seller provide Purchaser with Seller's customary policies space at the Real Property upon which Purchaser may establish an information center to be staffed and practicesequipped by Purchaser at its sole cost and expense. After entry of the Sale Order, for Purchaser shall also be entitled to make general distributions to all Employees of newsletters, brochures and other information relating to this transaction and their operations and the operations of their Affiliates. Such distributions may include distributions through the information center or by direct mail to the Employees' time spent being trained by Buyer . Within fifteen (15) days prior to the Closing, Purchaser shall provide Seller (i) a written list of all Employees of Seller that Purchaser intends to continue to employ immediately after the Closing (collectively, the “Continuing Employees”); and (ii) a written list of all Employees that Purchaser does not intend to retain as of the Closing (collectively, the “Affected Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")”). Seller shall cooperate with Buyer not be liable for any severance, vacation pay, or accrued compensation relating to make such any Continuing Employees available or Affected Employees for such training services rendered prior to the Closing Date.. While it is the current intention of Purchaser to continue to employ the Continuing Employees on an at-will basis following the Closing, the parties acknowledge and agree that Purchaser shall have the right to terminate any such Continuing Employee at any time at or after the Closing. Seller shall not interfere or compete with Purchaser with respect to the employment of any Employee by Purchaser after the Closing, and shall cooperate with Purchaser with respect to the employment of Employees by Purchaser. EXECUTION VERSION
Appears in 1 contract
Employees. (i) Buyer shall be entitled, but is not required, has offered to meet with employ those certain employees of Seller that are actively employed in the Employees employed at Seller's Branch no later than seven Business and are set forth on Schedule 7(c) hereto (7“Business Employees”) days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing last day of the “Transition Period” (as defined in the Transition Services Agreement) or such earlier date specified by Buyer (the “Hire Date”). Buyer shall make any offers As of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2Hire Date, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's terminate the employment of each Business Employee and shall cooperate with, and use its commercially reasonable best efforts to assist, Buyer with Buyer’s hiring of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Business Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through Prior to the Closing Date, including but not limited Seller shall have delivered to any amounts due for accrued but unused vacation payBuyer with respect to each Business Employee his or her title, base salary, branch location, target bonus and other incentives. The Each Business Employee who accepts Buyer’s written offer of employment and commences employment with Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, be referred to herein as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any a “Hired Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year .” Immediately following the termination Hire Date, each Hired Employee shall be eligible to receive employee benefits that are substantially comparable in the aggregate to the employee benefits provided to similarly situated employees of Buyer; provided, that, notwithstanding the foregoing, in no event shall Buyer be required to recognize any Hired Employee’s prior service with Seller for purposes of eligibility, vesting, benefit accrual or otherwise. For purposes of this Agreement, the employment of any Hired Employee shall commence effective as of immediately following the Hire Date. Nothing express or implied in this Agreement shall obligate Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training continued employment to any Employees that will become employees Hired Employee for any period of time following the Hire Date or shall prevent Buyer after from modifying the Closing as set forth in this Section 12. Such training shall be at compensation or employee benefits of any Hired Employee following the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Hire Date.
Appears in 1 contract
Employees. Buyer The successful full-time applicant shall be entitledallowed a trial period of up to thirty (30) days or up to two hundred and twenty-five (225) hours if part-time, but during which the Hospital will determine if the employee can satisfactorily perform the job. Within this trial period the employee may voluntarily return, or be returned by the Hospital to the position formerly occupied, without loss of seniority. The vacancy resulting from the posting may be filled on a temporary basis until the trial period is completed. A copy of such notice will be forwarded to the Union office and such notice shall contain at least the following information: nature of position, required knowledge and education, ability and skills, shift, and wage and salary rate or range. It is understood that, once posted, the Hospital may in its discretion fill such vacancy on an interim basis. If the position is not required, to meet with the Employees employed at Seller's Branch no later than seven filled within sixty (760) consecutive days after the transaction is communicated by the Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed at Seller's Branch posting, the Union and the Department Head shall meet to discuss the reason. The Hospital agrees that it shall post permanent vacant positions within seven thirty (730) calendar days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each the position becoming vacant, unless the Hospital provides the Union notice under Article of its Employees as soon as practicable after intention to eliminate the initial meeting with Employees employed at position. It is understood that temporary vacancies, the Seller's Branch. Buyer shall be entitled, but is duration of which are not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five exceed six (56) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employeesmonths, and hereby agrees which are expected to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, be filled by temporary employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer posted. Full-time Employees: Temporary vacancy shall be considered as one that is initiated caused by the Employeeabsence of a full- time employee due to sickness, injury, absenteeism, or a temporary leave of absence authorized by the employer, vacations or a temporary increase in work. Buyer Temporary vacancies will not be posted; however, when filling a temporary vacancy the Hospital shall have the right but not the obligation prior give preference to the Closing senior employee in the Department that can qualify to provide training perform the work to any Employees that be done. If, in the opinion of the Hospital, no such employee is qualified to complete the temporary vacancy, an appointment will become employees be made to a person outside of Buyer after the Closing as set forth in this Section 12Bargaining Unit. Such training Part-time Employees: Temporary vacancy shall be at considered as one that is caused by the expense absence of Buyer and a part- time employee due to sickness, injury, absenteeism, or a temporary leave of absence authorized by the employer, vacations or a temporary increase in work. Temporary vacancies will not be posted; however, when filling a temporary vacancy the Hospital shall give preference to the senior employee in the Department that can qualify to perform the work to be conducted on Saturday or after business hours at a location other than the Branchdone. At the request of Buyer, Seller shall compensate EmployeesIf, in accordance with Seller's customary policies and practicesthe opinion of the Hospital, for no such employee is qualified to complete the Employees' time spent being trained by Buyer and temporary vacancy, an appointment will be made to a person outside of the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing DateBargaining Unit.
Appears in 1 contract
Samples: Collective Agreement
Employees. Buyer Subject to the next sentence, Seller shall be entitled, but is not required, transfer to meet with MSWC or the Employees employed at Seller's Branch no Subsidiaries immediately prior to the Closing those employees of Seller (or any replacement employees performing the same function) listed on Schedule 6.1. No later than seven (7) 45 days after the transaction is communicated by the date hereof, Buyer shall advise Seller to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each of the Employees employed names (“Advice List”) of any employees that it determines in good faith will not be continued as employees of MSWC for at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable least six months after the initial meeting with Employees employed at Closing Date on substantially the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such same terms and conditions as they are employed with MSWC or a Subsidiary immediately prior to the Closing Date. Seller may transfer employees appearing on the Advice List to itself on the Closing Date. Subject to the next sentence, Employees other than Employees appearing on the Advice List (the “Retained Employees”) shall continue as employees of MSWC for at least six months after the Closing Date, on substantially the same terms and conditions as they are employed with MSWC or a Subsidiary immediately prior to the Closing Date, subject to the right of MSWC or a Subsidiary to terminate the employment of Employees for cause. In the event that any Retained Employee’s employment is terminated without cause prior to six months after the Closing, Buyer shall determinepay to such Retained Employee an amount equal to the base compensation (plus in the case of commissioned Retained Employees, effective commissions assuming commissions earned from the day Closing Date to the date of termination of employment continued at the same rate until six months after Closing) which would otherwise be payable to such Retained Employee during the period from the date of such Retained Employee’s termination and the date that is six months after the Closing. Each Retained Employee shall receive base compensation no less than the base compensation (or in the case of commissioned Retained Employees, not less than the commission structure) provided to such Employee by MSWC or a Subsidiary immediately following prior to the Closing Date, and without Retained Employee’s consent, shall not be located more than 50 miles from Retained Employee’s place of employment immediately prior to the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire provide any Employee who was employed by Seller at or in conjunction is terminated without cause with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing severance benefits as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing DateSchedule 6.1.
Appears in 1 contract
Employees. Buyer shall be entitled(a) Effective as of the Effective Time, but is not required, to meet with the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated will be offered employment by the Seller Veritek pursuant to the Seller's Employees. Seller agrees terms of an offer letter delivered by Veritek to give Buyer access to personnel files concerning each of Employee on the Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated Closing Date in a form reasonably acceptable to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees and agreed by, Seller which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such reflects the terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date. Buyer shall make any offers of employment promptly after the receipt from Seller of records referred to above. Any such Employee shall be given five (5) Business Days from the date of such offer to accept or decline the employment offer. Beginning on the date on which any of Seller's Employees are hired by Buyer, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employees, and hereby agrees to and shall indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result of Seller's employment of such Employees on or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Employees of the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 123.1. Such training The terms of employment of each Accepting Employee following Closing shall be at the expense same or greater rate of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employeesbase salary, in accordance the same general location and for a comparable position as each had with Seller's customary policies and practicesSeller immediately prior to the Closing. Effective as of the Closing Date, Veritek will provide to each Accepting Employee, for at least one year following the Employees' time spent being trained Closing Date or until the termination of such Accepting Employee’s employment by Veritek, whichever first occurs, the benefits set forth at Exhibit 5.4 during such period (the terms of Exhibit 5.4 to be proposed by Buyer and agreed by Seller in good faith at Closing. Furthermore, the Employees' reasonable reimbursable expenses (parties hereto acknowledge that Veritek will not provide stock purchase and equity incentive plans to its employees. For the purposes of satisfying the service requirements, if any, as well as for purposes of computing vesting in Veritek’s employee benefit plans or company policies, Veritek will treat service by each of the Accepting Employees with Seller as service with Veritek. Notwithstanding the foregoing, Veritek will grant credit to each Accepting Employee under its benefits plans for all sick leave accrued by Accepting Employees prior to the Effective Time pursuant to Seller’s employee plans provided the Employee accepts employment with Veritek on the Closing Date and does not voluntarily terminate such compensation to be reimbursed employment within 10 days of the Closing Date. Veritek will also provide the Accepting Employees with credit for payments made by Buyer to Seller at Closing or termination (the "Employee Reimbursements")). Seller shall cooperate with Buyer to make such Accepting Employees available for such training prior to the Closing Dateunder Seller’s health, dental and vision plans, towards deductibles and out of pocket maximums arising under Veritek’s health, dental and vision plans. All Accepting Employees shall cease active participation in all plans, programs and arrangements of Seller relating to compensation and employee benefits as of the Effective Time. For purposes of medical, dental, vision, disability and other, similar benefits, a claim will be deemed to have been incurred upon the incurrence of a qualified expense for which reimbursement or payment is sought.
Appears in 1 contract
Samples: Asset Purchase Agreement (Remec Inc)
Employees. (a) Seller shall continue to employ at least twenty-three (23) of the employees who are its employees immediately prior to the Closing (the "RETAINED EMPLOYEES") through the next regularly scheduled payroll date (the "TRANSFER DATE") occurring after the Closing but shall make such Retained Employees available for use by Buyer in the operation of the Business through Transfer Date (subject to termination for cause after consultation with Buyer and any voluntary termination by any such Retained Employee). Through the Transfer Date Seller shall continue such Retained Employees' then current compensation and benefits making payment of the payroll due on such date with all necessary withholdings. An upward adjustment to the Purchase Price shall be entitled, but is not required, to meet with made at the Employees employed at Seller's Branch no later than seven (7) days after the transaction is communicated by the Seller Closing equal to the Seller's Employees. Seller agrees to give Buyer access to personnel files concerning each compensation and the cost of the benefits to such Retained Employees employed at Seller's Branch within seven (7) days of receiving such Employee's written consent for such release. Seller shall use commercially reasonable efforts to obtain such consent from each of its Employees as soon as practicable after the initial meeting with Employees employed at the Seller's Branch. Buyer shall be entitled, but is not obligated to, personally interview each of Seller's Employees. Buyer may offer employment to any of such Employees which Buyer, in its sole and absolute discretion, desires to employ. Any such Employee shall be hired on such terms and conditions as Buyer shall determine, effective the day immediately following the Closing Date through the Transfer Date. Buyer shall make offer each of the then employed Retained Employees employment with such employment effective on the Transfer Date at the same wage rates (including as to commission arrangements) as then employed and provide at least such other employee benefits as Buyer provides to like employees and shall employ each such Retained Employee who accepts such offer on such terms (or terms more favorable to such Retained Employee) for a period of at least thirty (30) days subsequent to the Closing Date (subject to termination for cause and any offers of employment promptly voluntary termination by any such Retained Employee). Buyer acknowledges that it also shall assume pursuant to Section 2.1(b) all liabilities and obligations which accrue on or after the receipt from Seller of records referred to above. Any such Closing Date and all accrued Employee shall be given five (5) Business Days from the date of such offer to accept or decline Obligations under the employment offeragreements included in the Contracts. Beginning on the date on which any of Seller's Employees are hired by BuyerExcept as set forth below in this SECTION 3.4, Buyer shall assume all obligations and liabilities which may arise as a result of Buyer's employment of such Employees on or after such first date of employment of such Employeesbe responsible for, and hereby agrees to and shall forever defend, indemnify and hold Seller harmless from and against any such liability. In furtherance and not in limitation from, all Losses resulting from, relating to, or arising out of Section 14.2, Seller shall indemnify and hold harmless Buyer and Buyer's officers, directors, employees, agents and representatives from and against any and all obligations or liabilities which may arise as a result termination of Seller's employment of the Retained Employees, including in respect of severance and similar obligations to such Employees on persons, benefits in respect of accrued vacation, sick leave, or prior to the Closing (including, without limitation, those specified in the next paragraph). Nothing contained herein is to be construed as offering personal days and any liability or creating an employment contract for any such Employee or any other obligation to employ such Employees. All Retained Employees of arising under the Branch will have their earned compensation paid in full by Seller through the Closing Date, including but not limited to any amounts due for accrued but unused vacation pay. The Buyer is not assuming, nor shall it have responsibility for the continuation of, or any liabilities under or in connection with: Workers Adjustment and Retraining Notification Act (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms of incentive compensation or post-retirement compensation or benefits which is entered into or maintained, as the case may be, by Seller; or (ii) any collectively "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision or ERISA and is maintained, administered or contributed to by Seller. This Agreement is not intended to create and does not create any contractual or legal rights in or enforceable by any Employee. Buyer agrees to obtain prior approval of Seller before sending any communications to any Employee employed at the Branch concerning the subject matter of this Section 12.1, which approval shall not be unreasonably withheld. This Agreement may be amended or terminated without liability to any Employee. In the event the transactions contemplated by this Agreement are not consummated, for a period of one (1) year following the termination of this Agreement, Buyer will neither initiate contact with or solicit for hire any Employee who was employed by Seller at or in conjunction with the Branch before the termination of this Agreement. However, Buyer will not be prohibited from hiring any such Employee where the contact with Buyer is initiated by the Employee. Buyer shall have the right but not the obligation prior to the Closing to provide training to any Employees that will become employees of Buyer after the Closing as set forth in this Section 12. Such training shall be at the expense of Buyer and shall be conducted on Saturday or after business hours at a location other than the Branch. At the request of Buyer, Seller shall compensate Employees, in accordance with Seller's customary policies and practices, for the Employees' time spent being trained by Buyer and the Employees' reasonable reimbursable expenses (such compensation to be reimbursed by Buyer to Seller at Closing or termination (the "Employee ReimbursementsEMPLOYMENT OBLIGATIONS")). Seller shall cooperate with Buyer to make such Employees available for such training prior to the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Proxymed Inc /Ft Lauderdale/)
