Employment of Employees. On or before the Closing Date, Purchaser ----------------------- shall offer employment to all salaried and nonsalaried employees of the Business (except for (a) employees who are on Seller's salary continuation program for employees of the Business, or (b) employees who are otherwise on any leave or part-time status, other than vacation leave, maternity leave or any leaves taken in connection with the Family and Medical Leave Act of 1993 at the Closing Date or (c) Xxxx XxXxxxx and Xxxxx Xxxxxx, each of whom is an employee of the Business as of the date of this Agreement, but who will become employees of Maxim on or prior to the Closing Date, and thereafter will provide services to the Business on an independent contractor or consulting basis as reasonably requested by Purchaser) at substantially equivalent rates of pay and working conditions, respectively, offered by Purchaser to similarly situated employees of Purchaser on the date of this Agreement. All employees of the Business accepting Purchaser's offer of employment are hereinafter referred to as the "Hired Employees." Seller shall be responsible for the payment of all earned but unpaid salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments to the employees of the Business for all periods ending on or prior to the Effective Time, other than such of the foregoing that are included in Assumed Employment Obligations, and Purchaser shall be responsible for all Assumed Employment Obligations. Seller shall be responsible for the payment of any amounts due to its employees (including the Hired Employees) pursuant to the Company Benefit Plans as a result of the employment of its employees, and, in determining bonuses and other similar payments due to Hired Employees for any period ended on or prior to the Effective Time, Seller shall, if payment thereof will occur after the Effective Time, waive any requirement that such employees be employees of Seller on the date such bonuses or other similar payments are paid. Seller shall be responsible for all incurred but unreported or unpaid medical claims occurring prior to the Effective Time and for the cost associated with any hospital confinement which commences prior to the Effective Time. Seller shall be responsible for (a) all liabilities arising under the Company Benefit Plans or (b) liabilities associated with any leaves taken prior to the Closing Date in connection with the Family and Medical Leave Act of...
Employment of Employees. (a) BUYER shall extend offers of employment, as of the Closing Date, to such employees of the Offices listed in SCHEDULE R as may be employed by SELLER at the Offices as of the Closing Date (including, without limitation, those employees who on the Closing Date are on family and medical leave, military leave, personal leave or short-term disability and who elect to return to work not later than one (1) year following the Closing Date; individually and collectively the "Leave Employees" herein) for positions entailing responsibilities in effect at SELLER as of the Closing Date, and for a base salary not less than that paid by SELLER as of the Closing Date. Employees accepting employment with BUYER, including but not limited to the Leave Employees, are referred to herein individually and collectively as the "Transferred Employees". In the event that BUYER shall transfer (except in a comparable position and for comparable compensation to an office not more than 25 miles from the Office at which the Transferred Employee is employed as of the Closing Date, or at the request of the Transferred Employee), terminate employment of, or reduce the base salary of, a Transferred Employee (the "Terminated Employee") between the Closing Date and the date which is one (1) year from the Closing Date, other than for cause, BUYER shall pay to the Terminated Employee a sum equal to the greater of (i) that which the Terminated Employee would have received on the date of such transfer, termination, or reduction in salary under the First Commerce Corporation Change in Control Severance Program applicable to the Terminated Employee as of the date hereof and set forth in SCHEDULE R or (ii) the severance plan of BUYER otherwise applicable to the Terminated Employee as of the date of such transfer, termination, or reduction in base salary. Such payment shall be due and owing the Terminated Employee on the date of such transfer, termination, or reduction in salary. Nothing contained in this Agreement shall restrict or prohibit Buyer and any Transferred Employee from entering into an agreement satisfactory to both Buyer and the Transferred Employee providing for resolution of matters set forth in this section.
Employment of Employees. Purchaser currently expects to employ, at its option, certain of the employees of Seller. Seller agrees to take no action which would interfere with such employment by Purchaser, and shall take all action required by law or otherwise to release them from agreements with Seller that may prohibit their employment with Purchaser and to cause the valid termination of employment at the Closing Date of such employees by Seller who are to be employed by Purchaser following the Closing Date. Seller further agrees that Purchaser shall not assume any responsibility for, and Seller shall indemnify Purchaser from and against, any liability arising from any termination of employment of those employees of Seller whom Purchaser does not employ after the Closing Date, or as to whom Purchaser gives Seller notice that Purchaser will not continue their employment, such notice to be given on or prior to the Closing Date. Seller further agree that Purchaser shall not be liable for, and Seller shall indemnify Purchaser from and against any liability in respect of any employees of Seller for any acts or omissions relating to the employment of such employees or to the business of Seller arising on or prior to the Closing Date, regardless of whether the employees of Seller are subsequently employed by Purchaser. Nothing in this Agreement is intended to confer upon any employee of Seller any rights or remedies, including, without limitation, any rights of employment of any nature or kind whatsoever.
Employment of Employees. On the date of Closing, the Buyer shall offer employment to substantially all of the salaried and non-salaried employees of the Seller who are employed in the operation of the Store. The employment offered by the Buyer shall be "at will," and the Buyer shall be under no obligation to continue such employment following the date of Closing. The Seller shall terminate the employment of all of its salaried and non-salaried employees who are employed in the operation of the Store as of the close of business on the date of Closing, and the Seller shall be responsible for all wages, salaries, and other benefits, if any, due and owing to such Employees for all periods ending on or prior to the date of Closing. Additionally, the Buyer shall cause all Store managers who become employed by the Buyer to be covered, commencing on the first day of such employment, under the Buyer's health and medical welfare and benefit plans without any waiting period, with a waiver of pre-existing conditions, and otherwise on the same terms as such insurance coverages are provided generally to the employees of the Buyer.
Employment of Employees. Purchaser shall have no obligation to ------------------------ employ or to offer employment to any of the employees of Seller. Seller shall be responsible for the payment of all wages, commissions, severance pay, accrued but unpaid wages, vacation pay, sick pay, and holiday pay to the employees of Seller, up to and including the date Seller terminates the employment of such employees. Seller shall be responsible for the payment of any amounts due to its employees pursuant to any benefit plans of Seller as a result of the employment of its employees.
Employment of Employees. 11.1 Except as specifically limited by this Agreement and (with or without cause except as expressly provided to the contrary in this Agreement), the Employers shall have entire freedom of selectivity in hiring and may discharge any Employee for any cause which they may deem sufficient.
Employment of Employees. 8 8. Assignment.......................................................... 8 9. No Third-Party Beneficiaries........................................ 9 10. Expenses............................................................ 9 11.
Employment of Employees. Buyer currently expects to employ, at its option, certain of the employees of Seller related to the Business. Seller shall permit such employees to be available to interview with Buyer concerning prospective employment with Buyer and, at Buyer's option, Buyer shall be permitted to make offers of employment, or a consulting or independent contracting relationship, to such persons at any time and from time to time prior to the Closing. Buyer may, in Buyer's sole discretion, negotiate a compensation (salary and benefits) package with employees related to the Business. Buyer shall negotiate in good faith to provide certain members of Buyer's senior management with an options package for the purchase of stock of the Buyer at an exercise price to be determined. Nothing in this Agreement is intended to confer upon any employee of Seller any rights or remedies, including, without limitation, any rights of employment of any nature or kind whatsoever.
Employment of Employees. (a) BUYER shall extend offers of employment, to be effective as of the Closing Date, to those employees of the Office as BUYER, in its discretion, selects. No later than fifteen (15) days prior to the Closing Date, BUYER shall prepare and the parties shall attach to this Agreement as Exhibit 4.1(a) (incorporated herein by reference) a list of all such employees. Employees accepting employment with BUYER are referred to as the "Transferred Employees". Nothing contained in this Agreement shall create any rights in any third parties, including but not limited to FNB’s employees, or restrict or prohibit BUYER and any Transferred Employee from entering into an employment agreement satisfactory to both BUYER and the Transferred Employee.
Employment of Employees. For a period of twelve (12) months following the Closing, the Buyer will provide each of Employees the following: (a) a base rate of pay and severance opportunity not less than the base rate of pay and severance opportunity available to such Employee as of the Closing; and (b) bonus opportunities and benefits inclusive of severance that are substantially comparable in the aggregate to the benefits available to such Employee immediately prior to the Closing; provided, however, nothing contained herein shall require the continuation of any benefit program not otherwise offered by the Buyer. The Buyer will, and will cause the Acquired Companies to, credit service rendered by the Employees prior to the Closing for eligibility and vesting purposes (and solely with respect to vacation and severance benefits, benefit accrual under all employee benefit plans, programs, policies and arrangements of the Buyer and its Subsidiaries (including the Acquired Companies) from and after the Closing to the same extent as such service was taken into account under corresponding plans of the Acquired Companies for such purposes, unless such service credit results in duplication of benefits. Without limiting the foregoing, to the extent permitted under the Buyer’s insurance arrangements with third parties, the Buyer will provide that the Employees will not be subject to any pre-existing condition or other limitation under any health or welfare plans of the Buyer and its Subsidiaries (including the Acquired Companies) for any condition for which such Employee would have been entitled to coverage under the corresponding plan of the Acquired Companies in which such Employee participated immediately prior to the Closing. The Buyer will cause such Employees to be given credit under such plans for co-payments and other out-of-pocket expenses made, and deductibles satisfied, for the plan year in which the Closing occurs. Nothing set forth in this Section 8.7.2, express or implied, is intended to confer upon any employee any right to continued employment for any period, limit the Buyer’s ability to terminate the employment of any employee at any time and for any reason, including without cause or constitute the establishment of, or an amendment or other modification to, any employee benefit or compensation plan, program, policy, agreement or arrangement of the Buyer or any of the Acquired Companies.