Group Employees Clause Samples
Group Employees. (a) Schedule 4.09(a) sets forth a list of all Group Employees. On the Closing Date, the Seller shall terminate the employment of all of the Group Employees and such Group Employees shall cease to accrue any benefits under any employee benefit plans maintained by or for the benefit of the Seller or any of its affiliates, and the Buyer shall be deemed to have offered to continue the employment of each such individual whose employment was so terminated effective from the Closing Date or, in the case of a Group Employee not actively at work on the Closing Date on account of a disability, on the day such employee reports for work after termination of such disability. For purposes of the immediately preceding sentence, the term "continue the employment" shall mean employment on terms (i) with respect to salary, competitive with those of individuals having similar duties at comparable businesses and (ii) with respect to position, "substantially the same duties in the same functional area" as in effect on the Closing Date. Nothing in this Section 4.09 shall require the Buyer (1) to provide or continue for the benefit of any employees any bonus or other compensation plan or arrangement or any other employee benefit plan currently maintained by the Seller or any affiliate thereof or (2) to maintain the organizational structure of the Group Activity in effect on the date hereof. Seller and Buyer acknowledge and agree that, to the maximum extent permitted or allowed by applicable law, employment by the Buyer of any Group Employees as described in this paragraph (a) shall be employment at will.
(b) The Seller hereby acknowledges and agrees that any severance, termination or other obligation to any Group Employee arising from the employment of such Group Employee by the Seller or any affiliate thereof or the termination of the employment of such Group Employee as a result of the transactions contemplated by this Agreement or otherwise shall be the sole responsibility and liability of the Seller.
(c) The Buyer agrees that effective as of the Closing Date, all Group Employees who shall commence employment with the Buyer ("Transferred Employees") shall participate in the Buyer's employee benefit plans as the same may be in effect from time to time, including a group health plan providing major medical benefits, on substantially similar terms and conditions as the Buyer's similarly situated employees.
Group Employees. Except as otherwise set forth in this Agreement, effective not later than immediately following the Effective Time, the employment of each individual whose employment duties are to be primarily related to the business activities of the ▇▇▇▇▇▇▇▇ 66 Group immediately after the Distribution Date (collectively, the “▇▇▇▇▇▇▇▇ 66 Group Employees”) shall be continued by a member of the ▇▇▇▇▇▇▇▇ 66 Group or shall be assigned and transferred to a member of the ▇▇▇▇▇▇▇▇ 66 Group (in each case, with such member as determined by ▇▇▇▇▇▇▇▇ 66). Each of the Parties agrees to execute, and to seek to have the applicable employees execute, such documentation, if any, as may be necessary to reflect such assignments and transfers.
Group Employees. At all times during the term of this Agreement, the individuals providing the Services will be employees of the Group or Fairview Health Services, or one of its affiliates, and shall be subject to the direction and control of the Group.