Employment of Business Employees. (a) Prior to the Closing Date, the Purchaser shall make an offer of employment or, as the case may be with the Transferred Subs and their respective subsidiaries, continued employment, effective as of the Closing Date to each employee of the Seller and the Business Subs who is employed in the Business other than inactive employees (which shall not include persons on maternity or family leave) and those other employees listed on Schedule 5.7(a)(i) (the "Excluded Employees") on terms and conditions that, with respect to salary shall be the same as currently offered by the Seller and the Business Subs as of the Closing Date and with respect to bonus and benefits are comparable to those offered to employees of Purchaser at similar levels. Each employee offered employment as set forth above who accepts such employment shall be deemed to be a "Transferred Employee." The Purchaser agrees to assume and thereafter pay, perform or otherwise discharge any liability or obligation for any severance and related termination costs (including but not limited to, accrued but unpaid vacation benefits) of any Transferred Employee pursuant to the severance policy of Purchaser set forth on Schedule 5.7(a)(ii). The Purchaser shall be responsible for any (i) accrued but unpaid vacation days or (ii) earned but unpaid incentive or bonus compensation that any Transferred Employee is entitled to in connection with his or her service with the Seller or Selling Sub prior to the Closing. The Seller shall be responsible for any severance, unpaid vacation days and earned but unpaid wages, incentive or bonus compensation or other benefits for the Excluded Employees. The Purchaser shall be responsible for any severance of any employee who accepts the Purchaser's offer of employment only to the extent set forth on Schedule 5.7(a)(ii).
Employment of Business Employees. As of the Closing Date, the Parents shall cause the Company and its Subsidiaries to (i) continue to employ (where employment continues automatically by operation of law) on the Closing Date, or (ii) offer employment (where employment does not continue automatically by operation of law) as of the Closing Date to, each Business Employee who is actively employed immediately prior to the Closing Date (the employees described in clauses (i) and (ii) who continue employment with the Company or its Subsidiaries or accept such offers of employment with the Company or its Subsidiaries will be referred to as the “Company Employees”). The Company also shall, or shall cause its Subsidiaries to, continue to employ (where employment continues automatically by operation of law) or offer re-instatement or employment (where employment does not continue automatically by operation of law), as the case may be, to each Business Employee who is not actively employed immediately prior to the Closing Date and who has a right of re-instatement (collectively, “Inactive Employees”), in each case on return from any leave or other absence to the extent the Parents or their respective Affiliates would have been required immediately prior to the Closing Date to reinstate such Inactive Employee pursuant to Applicable Law or any applicable Parent policy (pursuant to the terms of such policy as in effect as of the date hereof). A list of Inactive Employees as of February 1, 2007 is set forth on Schedule 8.01(a). Such list shall be updated by the Parents as of the Closing Date. Any Inactive Employee who returns to active employment or becomes actively employed by the Company or its Subsidiaries upon conclusion of his or her leave or absence as set forth in this Section 8.01(a) shall be treated as a Company Employee upon his or her return to active employment with the Company or its Subsidiaries. Business Employees who do not become actively employed by the Company or its Subsidiaries shall not be considered Company Employees under this Agreement, and the Company or its Subsidiaries shall have no obligations or liability with respect to such employees except for any benefits payable under any Transferred DB Plans as described in this Article VIII. For such employees, any and all employment-related obligations and liabilities (except for any benefits payable under any Transferred DB Plans as described in this Article VIII) shall remain with the applicable Parent or its Affiliates (other than ...
Employment of Business Employees. Buyer is not responsible for hiring or offering employment to any of the employees of the Business after the Closing. Also, for a period of two years from the time of the Closing, Buyer, nor any affiliates, shareholder or director will solicit to employ any of the current employees of the Seller listed in EXHIBIT E of this Agreement, so long as they are employed by the Seller, without obtaining a prior written consent of Seller. Notwithstanding the same, Buyer may hire y or all of the former employees of Seller, terminated by Seller at the time of Closing, under terms and conditions they may negotiate and Seller will not participate in anyway or manner in this process.
Employment of Business Employees. Effective as of the Closing Date, the Buyer shall offer employment to all Business Employees listed on Schedule 5.1(a) who are actively at work with the Seller on the Closing Date. The Seller will encourage such Business Employees to accept the offer, and will take no action to hinder such acceptance. The Buyer’s offer and the Business Employee’s acceptance shall be contingent upon the Business Employee’s satisfaction of the Buyer’s employment screening. Upon satisfaction of such employment screening, the Business Employee’s employment by the Buyer shall commence effective as of the Closing Date. A Business Employee whose employment with the Buyer becomes effective under this Section 5.1(a) shall be referred to herein as a “Transferred Employee”. The Seller shall pay all amounts due to such Transferred Employees pursuant to the terms of any Employee Plan as required thereby, excluding all earned vacation. In all events, the Buyer shall make offers of employment to a sufficient number of Business Employees to avoid the Seller having any liability under the WARN Act with respect to any Business Employees.
Employment of Business Employees. (a) All employees of Parent or any of its Affiliates who have been performing services primarily for the Businesses are referred to herein as the "Business Employees." Section 6.02(a) of the Seller Disclosure Schedule sets forth the Business Employees as of the Agreement Date. Section 6.02(a)(i) of the Seller Disclosure Schedule sets forth those Business Employees who have been notified of their expected termination as of the Agreement Date, or who will not be retained by or offered employment by Buyer and its Affiliates (the "Excluded Employees"). Section 6.02(a)(ii) of the Seller Disclosure Schedule sets forth those Business Employees who are not eligible as of the Agreement Date for immediate employment by Buyer and its Affiliates (the "Deferred Employees").
Employment of Business Employees. (a) Following the Closing, Bemis intends to operate the Target Group and Sale Businesses in a substantially similar manner as the Target Group and Sale Businesses were operated by the Seller Group immediately prior to the Closing. Nothing in this Paragraph 1 of Part A of Schedule 12 is intended to modify the parties’ agreements set forth in this Schedule 12.
Employment of Business Employees. Except as otherwise contemplated in this Agreement, TDCC and the other TDCC Entities shall cause the employment of each active Business Employee to be transferred to Spinco or a Transferred Subsidiary, as applicable, no later than the date of the Closing Date.
Employment of Business Employees. (a) Notwithstanding anything contained in this Agreement to the contrary, Seller acknowledges that Buyer will not be obligated to employ any particular Business Employee, and if Buyer does employ any Business Employees it will not be obligated to employ any such Business Employee for any particular period or on any particular terms or conditions of employment. Buyer shall give Hired Employees (as defined below) credit for purposes of vesting and eligibility only under the benefit plans provided to the Hired Employees by Buyer (the “Buyer Plans”) for all continuous employment with Seller (provided specifically however, that this will not extend to credit for benefit accrual under any “employee pension benefit plan” within the meaning of Section 3(2) of ERISA). Further, Buyer shall give such Hired Employee credit under the Buyer Plans in the calendar year of the Closing for any amounts expended by such Hired Employee (or his or her dependents) towards deductibles under Seller’s Benefit Plans.
Employment of Business Employees. Effective as of the Closing Date, Purchaser shall offer, contingent on the Closing, employment to all Business Employees. Business Employees who accept such offers of employment from Purchaser or are employed by any of the Acquired Companies as of the Closing Date are referred to herein as “Transferred Employees.” The employment by Purchaser of the Business Employees employed by the Company prior to the Closing shall commence effective as of the Closing Date, and shall be deemed for all purposes to have occurred with no interruption or break in service. Purchaser shall not be obligated to hire any Business Employee unless an offer of employment is accepted by such Business Employee. Effective as of the Closing Date, the Company shall waive any covenants not to compete, confidentiality provisions or other similar restrictions that may be applicable to the Transferred Employees but only to the extent such covenants, provisions or restrictions relate to the Business and would prohibit the Transferred Employees from accepting employment with Purchaser or continuing in such employment without violating any such covenants, provisions or restrictions. The Company shall provide Purchaser will all employee records for the Transferred Employees in the books and records transferred to Purchaser at the Closing.
Employment of Business Employees. (a) Prior to the Closing Date, Purchaser shall, or shall cause its Affiliates to, offer employment as of the Closing Date to each Business Employee, subject to and conditional on (i) Purchaser’s customary pre-employment checks and (ii) the Closing having occurred. The Business Employees who accept an employment offer from Purchaser or any of its Affiliates on the Closing Date are referred to as the “Transferred Employees” as of the Closing Date.
