Employment by Buyer. Notwithstanding the foregoing provisions of this Section 4, if (i) there shall be a sale or disposition of all or substantially all the assets of CBCC or a merger, consolidation or reorganization to which CBCC is a party and is not a surviving corporation, (ii) such transaction constitutes a Change of Control and (iii) Executive is offered employment (at substantially the same level of Executive's authority, responsibility, compensation and benefits with CBCC before such sale) with the purchaser or corporation into which CBCC is merged or consolidated, as applicable, or any of its Affiliates ("Buyer") upon consummation of such sale or disposition, then Executive shall not be entitled to the severance compensation as provided in Section 4.a. as a result of such transaction. In any such event, however, Executive shall be entitled to such severance compensation as provided in Section 4.a. if, within twelve months after the date of such transaction, either (1) Executive's employment with the Buyer shall be terminated by the Buyer other than (A) for Cause or (B) on account of Executive's death, Permanent Disability or Retirement, or (2) Executive shall resign from the Buyer for Good Reason. For purposes of this paragraph, the time of a termination of employment or resignation, the definitions of "Permanent Disability," "Retirement," resignation for "Good Reason" and termination for "Cause," and the provisions of Sections 6 and 7 shall be construed with reference to the Buyer instead of with reference to CBCC and/or CBI, as applicable.
Employment by Buyer. 9.2.1. Buyer (or any of its Affiliates as designated by Buyer) shall extend offers of employment with terms not derogating from those existed with respect to each Transferred Employee as of the date of the letter of intent executed by the parties on May 5, 2009, effective as of the Closing Date to the Transferred Employees. The main employment terms of such offer are listed on Schedule 9.1.
Employment by Buyer. The employees of Sellers (i) listed on Schedule 6.1(a)(i) shall be referred to herein as “Business Employees” and (ii) the employees of Sellers listed on Schedule 6.1(a)(ii) shall be referred to herein as “TSA Employees.” Buyers may (in their sole discretion), for a period commencing immediately after the date of this Agreement and ending on the earlier of (x) the date that is sixty (60) days later and (y) the date that is two (2) business days prior to the Closing Date, make an offer of employment in writing to any of the Business Employees, to be effective as of the Closing (but no earlier than the Closing). Buyers may (in their sole discretion), for a period commencing immediately after the date of this Agreement and ending on the date of termination or expiration of the Transition Services Agreement and Transition Supply Agreement, meet with and interview the TSA Employees but shall not be permitted to make an offer of employment to any TSA Employees set forth on Schedule 6.1(a)(iii) until the date that notice is received from Buyers that each of the Transition Services Agreement and Transition Supply Agreement will be terminating within sixty (60) days and such offer shall only be effective upon the completion of the services under the Transition Services Agreement or Transition Supply Agreement in the provision of which such TSA Employee is engaged. Notwithstanding anything in the foregoing to the contrary, nothing in this Agreement shall impose an obligation on any Buyer to offer employment to any employee of the Sellers or offer any specified compensation or other benefits except to the extent expressly provided herein.
Employment by Buyer. Buyer agrees that, should the Company or its successor-in-interest continue to employ the employees of Company as of the date of this Agreement, including any employees on authorized leave (each, an “Employee” and, collectively, the “Employees”), during the one-year period immediately following the Closing Date (the “Severance Period”), Buyer shall cause the Company or its successor-in-interest to do so with respect to each such Employee at a compensation level that is not less than the base pay for such Employee as of the date of this Agreement. Subject to Section 6.7(f), nothing in this Section 6.7 requires Buyer to employ or cause the Company or its successor-in-interest to employ an Employee from and after the Closing.
Employment by Buyer. (a) Except with respect to those Employees of Seller identified on Schedule 6.3.2(a) (the “Excluded Employees”), Buyer shall offer, from and after the Closing Date, employment to all of the Employees of the Business who are employed by or leased to Seller as of the Closing Date; provided, however, that in the event Buyer terminates that number of Employees within 90 days of the Closing Date, which number, in the aggregate, is sufficient to trigger the provisions of the WARN Act, Buyer shall be responsible for all WARN Act liabilities resulting therefrom. Buyer shall offer employment to all the Employees other than the Excluded Employees, on terms substantially comparable to those applicable to their current employment by Seller. Those Employees who accept Buyer’s offer of employment shall be referred to herein as the “Transferred Employees.” Notwithstanding the foregoing, this Agreement is being entered into solely for the benefit of the Parties hereto, and the Parties do not intend that any Employee or any other Person (except as specifically set forth in Section 15 hereto) shall be a third-party beneficiary of the covenants of Buyer or Seller hereunder.
Employment by Buyer. Seller acknowledges that it is not imposing on Buyer or the Company any obligation to retain or to employ any employees of the Company Illegibility due to poor condition of original document subsequent to Closing. To the extent any of such employees are employed by Buyer or the Company following the Closing, such employment shall be on terms and conditions determined by Buyer and Buyer shall have no obligation to offer such employees the same or similar wages, salaries or benefits as are paid or provided by the Company prior to the Closing. The Company's employee are subject to no collective bargaining agreements or other contracts with a labor union or otherwise, contingent or otherwise, nor are any employees represented by any labor union.
Employment by Buyer. The parties contemplate that all persons currently employed by Sellers ("Employees") will, on or promptly after the Closing, be hired by Buyer in substantially the same positions and on substantially the same terms and conditions upon which they are currently employed by Sellers. The parties agree that in the event any Employee currently employed by the Barbados Subsidiary is not so hired by Buyer, or is offered a position of employment with Buyer on terms and conditions different from those under which he or she is currently employed by the Barbados Subsidiary, and such Employee as a result becomes entitled to a severance payment under the Barbados Severance Payment Act (CAP 355A of the Laws of Barbados), Buyer shall be solely responsible for such payment as and when due in accordance with such Act.
Employment by Buyer. As of the Closing, Seller shall terminate the employment of all of its employees and Buyer shall, effective immediately after the Closing, hire, or offer employment to, all of such employees. Notwithstanding the foregoing, this Agreement shall not be deemed to restrict the right of Buyer to deal with the employees who accept employment with Buyer as employees-at-will, in the same manner as it would be free to deal with such employees in the absence of this Agreement.
Employment by Buyer. Upon the Closing, Buyer may, but shall have no obligation to, offer employment to any employee of Seller.
Employment by Buyer. Upon the Closing, Seller will terminate the employment of all of its employees and Buyer will offer employment to each employee of Seller who is both listed on Schedule 3.1(j) and actively employed by the Business as of the Closing Date (i.e., not on long-term disability or other leave) (collectively, the “Employees”). Buyer’s offer of employment to the Employees will be on substantially similar terms and conditions as Seller employs such Employees. Nothing herein, expressed or implied, confers upon any Employee any rights or remedies of any nature or kind, including, without limitation, any rights of employment with Buyer.
