Employment of Existing Branch Employees Sample Clauses

Employment of Existing Branch Employees. Seller and Purchaser will cooperate in determining when to convene a meeting of the employees of Seller who are assigned to the Branch to disclose the execution of this Agreement and at which Purchaser will have an opportunity to speak to such employees, which shall occur not later than five (5) days after consummation of the Merger. After the execution of this Agreement, Purchaser agrees to interview as soon as reasonably practicable all employees of Seller who are then assigned to the Branch (“Employees”) as identified on Schedule 4.1, and will notify Seller within 60 days of execution hereof whether Purchaser intends to offer employment to such Employees. As of the Effective Time, the Employees who accept Purchaser’s offer of employment will become employees of Purchaser and will cease to be employees of Seller. Seller is responsible for the filing of Form W-2s with the Internal Revenue Service and any required filing with state tax authorities with respect to wages and benefits paid to each such retained Employee for periods ending on or prior to the Effective Time. Any Employees not hired by Purchaser will remain the responsibility of Seller, and Purchaser will have no liability or obligation to any such Employees. Any Employees hired by Purchaser whose employment is terminated (other than for cause) by Purchaser or any affiliate thereof within twelve (12) months following the Closing Date, shall be entitled to receive severance payments in an amount equal to two (2) weeks’ base pay for each full year of service based upon the employee’s date of hire (plus a prorated amount for each partial year of service, such service determined by taking into account service with the Seller, Purchaser and any affiliate of Purchaser), with a minimum of twelve (12) weeks’ of base pay. It is understood and agreed that (a) Purchaser’s employment of any Employee as set forth in this Section 4.1 will not constitute a commitment, contract or understanding (express or implied) of an obligation on the part of Purchaser to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Purchaser may establish pursuant to individual offers of employment and (b) employment offered by Purchaser is “at will” and may be terminated by 34 Purchaser or by a retained Employee at any time for any reason. Nothing in this Agreement will be deemed to prevent or restrict in any way the right of Purchaser to terminate, reassign, pr...
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Employment of Existing Branch Employees. It is Buyer's intent, to the extent possible, to hire as many Branch employees ("Employees") of Seller that it considers necessary to staff the Branches. However, Buyer shall have no obligation to hire any of the Employees. Buyer will interview all Employees it wishes to consider for employment, and will make known its hiring decisions by the Closing Date. For any Employee not hired by Buyer, Seller will pay such Employee severance in accordance with its policy. All such Employees will also be entitled to any other benefits, if any, required by law. All Employees not hired by Buyer shall be given first consideration by Buyer for any employment openings subsequently arising at Buyer. However, Buyer shall not have any obligation to hire such Employees. If Buyer subsequently hires any Employee while such Employee is receiving severance payments from Seller, Buyer will immediately notify Seller of such hire, and Seller will terminate any subsequent severance payments to that Employee.
Sample 1

Related to Employment of Existing Branch Employees

  • Exclusive Employment During employment with the Company, Executive will not do anything to compete with the Company’s present or contemplated business, nor will he plan or organize any competitive business activity. Executive will not enter into any agreement which conflicts with his duties or obligations to the Company. Executive will not during his employment or within one (1) year after it ends, without the Company’s express written consent, directly or indirectly, solicit or encourage any employee, agent, independent contractor, supplier, customer, consultant or any other person or company to terminate or alter a relationship with the Company.

  • Employment of Executive Employer hereby agrees to employ Executive, and Executive hereby agrees to be and remain in the employ of Employer, upon the terms and conditions hereinafter set forth.

  • Employee Benefit Plans; Employment Agreements Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10, (i) there has been no "prohibited transaction," as such term is defined in Section 406 of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of ERISA, any material employee welfare plans (as defined in Section 3(1) of ERISA), or any material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "COMPANY EMPLOYEE PLANS") which could result in any liability of the Company or any of its Subsidiaries; (ii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury), and the Company and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none of the Company or any of its Subsidiaries is a party to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated hereby.

  • Continuing Employment Continuing employment means full-time or part-time employment which has no fixed end date or contingency upon which the employment contract will come to an end. All employment, other than fixed term employment and casual employment, is continuing employment.

  • Compensation; Employment Agreements; Etc Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any of its directors, officers or employees or those of its subsidiaries or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except (1) for normal individual increases in compensation to employees (other than executive officers or directors) in the ordinary course of business consistent with past practice, (2) for other changes that are required by applicable law and (3) to satisfy Previously Disclosed contractual obligations.

  • TERMINATION OF EMPLOYMENT CONTRACT A. This Contract shall terminate, the Superintendent's employment will cease, and no compensation shall thereafter be paid, under any one of the following circumstances:

  • Hiring of Employees Company and Shareholders shall cooperate with all requests made by Pentegra for the purpose of allowing Pentegra to hire those non-dentist employees of Company designated by Pentegra, such employment to be effective as of the Closing Date. Notwithstanding the above, Company and Shareholders shall remain liable under any Company Plans for any claims incurred by any employees or their spouses or dependents, and for all compensation, bonuses, benefits and other such items and other liabilities related to Company's employees incurred by Company prior to the Closing Date.

  • Termination of Employment Agreement (a) Effective as of the Effective Date and immediately prior to the Effective Time, the Employment Agreement is hereby terminated and shall be of no further force or effect whatsoever; provided, however, that, and notwithstanding anything in this Agreement to the contrary, such termination shall be contingent on the closing of the Merger.

  • Employment and Employee Benefits Matters SECTION 6.7 Directors’ and Officers’ Indemnification and Insurance *

  • Employment of Custodian The Customer hereby employs the Custodian as custodian of all assets of each Portfolio which are delivered to and accepted by the Custodian or any Subcustodian (as that term is defined in Section 4) (the "Property") pursuant to the terms and conditions set forth herein. Without limitation, such Property shall include stocks and other equity interests of every type, evidences of indebtedness, other instruments representing same or rights or obligations to receive, purchase, deliver or sell same and other non-cash investment property of a Portfolio which is acceptable for deposit ("Securities") and cash from any source and in any currency ("Cash"). The Custodian shall not be responsible for any property of a Portfolio held or received by the Customer or others and not delivered to the Custodian or any Subcustodian.

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