Hired Employees. Seller will transfer to Buyer any records relating to withholding and payment of income and unemployment Taxes (federal, state and local) and FICA and FUTA Taxes and any and all state unemployment payment reserves or charge history with respect to wages paid to Hired Employees for the calendar year in which the Closing occurs (including Forms W-4 and Employee’s Withholding Allowance Certificates. Buyer and Seller shall adopt the “standard procedure” for preparing and filing Forms W-2, as described in IRS Revenue Procedure 2004-53. Seller will provide to Buyer records relating to FICA and FUTA Taxes for the year of the Closing so that Buyer may apply the “successor employer” rule with respect thereto.
Hired Employees. (a) New Operator shall offer employment to substantially all of the employees of Kindred employed at the Facility as of the Closing Date. A list of all such employees of Kindred working at or in connection with the Facility as of , 20 (including each employee’s name, title, hours worked during the preceding twelve months, hire date and hourly rate or periodic salary) is attached as Exhibit 10.1(a) hereto. Kindred shall provide New Operator with an updated version of Exhibit 10.1(a) at least five (5) Business Days, but no more than fifteen (15) Business Days, prior to the Closing Date. All such employees electing to accept employment with New Operator are hereinafter referred to as the “Hired Employees”. To the extent permissible under the applicable Employee Plans, New Operator shall credit Hired Employees service date with Kindred for purposes of eligibility to participate and to vest (but not for benefit accrual purposes) under the Employee Plans in which the Hired Employees participate after the Effective Time to the extent such service was taken into account for each such purpose by Kindred under each corresponding Employee Plan and New Operator shall continue to employ each such Hired Employee for a period of no less than ninety (90) days following the Effective Time, unless the employment of such Hired Employee is terminated in accordance with New Operator’s personnel policies, or as a result of such Hired Employee’s resignation. Any such employment of a Hired Employee by New Operator shall be on terms which require said Hired Employee to perform comparable services, in a comparable position (to the extent that New Operator has the need for the same or equivalent position) and at a comparable base salary and similar fringe benefits as such Hired Employee enjoyed with Kindred prior to the Effective Time. Kindred, or any of its Affiliates, shall have the right to employ or offer to employ any former employee of Kindred who declines to accept employment with New Operator. On or after thirty (30) days prior to the Closing Date, New Operator, upon prior notice to and coordination with Kindred, shall be entitled to meet with the Facility employees and distribute employment and Employee Plan applications and materials.
Hired Employees. At any time during the Transition Period, Purchaser may make offers of employment to certain employees of Seller that have been providing transition services under the Transition Services Agreement to become employees, consultants or independent contractors of Purchaser or its Affiliates (“Designated Individuals”). In the event that Purchaser makes such offers to any Designated Individuals, Purchaser shall not take or assume any Liabilities with respect to such Designated Individuals for their period of service, engagement or employment to the Seller or its Affiliates. In the event that the Designated Individual accepts the terms proposed by Purchaser or its Affiliates with respect to employment or engagement, then Seller shall terminate the employment of such Designated Individuals. Seller shall cooperate with and use commercially reasonable efforts to assist Purchaser and its Affiliates in their respective efforts to secure satisfactory employment or other engagement arrangements with the Designated Individuals, including providing Purchaser with access to the Designated Individuals for purposes of negotiating terms of employment or engagement. Nothing contained in this Agreement shall confer upon any Designated Individuals any right with respect to employment, or continuance thereof, or any other engagement with Purchaser or one of its Affiliates, nor shall anything herein interfere with the right of Purchaser and its Affiliates to terminate the employment or engagement of any of the Designated Individuals at any time, with or without cause and with or without prior notice, or restrict Purchaser or its Affiliates in the exercise of their independent business judgment in modifying any of the terms and conditions applicable to the Designated Individuals. Purchaser shall have no obligation with respect to claims by any employee of Seller, including any Designated Individuals, whether under any Pension Plan or for severance, unpaid wages, unpaid accrued time off, unpaid bonuses, credit for prior service, unpaid commissions or otherwise. Seller shall be responsible for any and all Liability under the WARN Act or other Legal Requirements that arise out of or result from any termination of employment by Seller. Seller shall not be obligated to continue to employ any individual, except to the extent provided in the Transition Services Agreement during the Transition Period.
Hired Employees. In addition to the employment of the Selling Members as provided in the Service Agreement, as a condition of closing to this Agreement, Purchaser shall offer employment to all of the employees of CFES listed on Schedule 5.1 hereto, such employment to be effective as of the Effective Date; provided that, except as may be provided in agreements with the Selling Members, this Agreement shall not be deemed to impose upon Purchaser any continuing obligation after the Effective Date to offer such employment to or to employ or continue the employment of, any employee of CFES, or to maintain the compensation of any employee at any particular level. Seller and the Selling Members shall use commercially reasonable efforts to encourage all the employees listed on Schedule 5.1 to accept employment with Purchaser. Those employees hired by Purchaser will be referred to herein as the "Hired Employees." On the Effective Date, Seller will ensure full and final payment to such Hired Employees of all salary, commissions, accrued bonuses, any severance payments and benefits (including accrued vacation and personal time off) that are vested and payable as of the close of business on the day preceding the Effective Date. Seller and Purchaser will cooperate to transition the Hired Employees to Purchaser's benefit programs so as to minimize (to the extent reasonably possible) the loss of benefits of the Hired Employees. Each Hired Employee will be credited with his/her full period of service with CFES for all purposes under Purchaser's employee benefit plan, seniority arrangements, compensation programs and any other employment-based arrangement that takes duration of employee service into account.
Hired Employees. Buyer represents to Seller that Buyer does not currently contemplate a facility closing or layoff of, Hired Employees, or any terminations that in the aggregate would affect more than ten percent (10%) of Hired Employees during the one (1) year period following the Closing. Subject to any of the limitations set forth in Article 13, Buyer shall indemnify, defend and hold Seller harmless from and against any and all reasonable loss, cost, damage, or expense, including reasonable attorneys’ fees arising out of or connected to a breach by Seller of this representation and warranty contained in this Section 5.8.
Hired Employees. Schedule 2.22.14 hereto sets forth a current schedule of all employees of the Seller and the Company and who, as of the Closing Date, will be employed by the Company on an “at will” basis, including, without limitation, employees of the Seller or the Company who currently are on a leave of absence or disability leave (the “Hired Employees”). There are no persons employed by the Company who are not included as a “Hired Employee”, and who are not employed on an “at will” basis. The Seller and the Company, with respect to the Hired Employees, are in compliance with all federal, state and local laws and regulations respecting employment and employment practices, labor practices, terms and conditions of employment and wages and hours. During the three (3) years prior to the Closing Date, there has not been any labor dispute, law or regulation or any event or condition of any character whatsoever regarding labor or employment that has not been resolved, and there are no pending claims regarding employment or employment practices or other labor disputes of any kind, no to the knowledge of the Seller, is any threatened.
Hired Employees. As of the Closing, ULURU shall offer employment to the employees of Access set forth on Schedule 8.8, at substantially the same level of compensation and benefits as provided by Access immediately prior to the Closing, to continue working in connection with the development of the Product Intellectual Property, provided that Access makes no representation as to whether any such employees will accept employment by ULURU and it shall not be a breach of this Agreement by Access if any such employee does not accept employment by ULURU (all such hired employees, the “Hired Employees”); provided, however, that nothing contained in this Section 8.8 shall require that ULURU continue to employ any Hired Employee after the Closing Date or restrict ULURU’s ability to change the level of compensation and benefits provided to any Hired Employee after the Closing Date. ULURU shall be responsible for all compensation expenses relating to the Hired Employees, to the extent accrued or payable after the Closing Date, including, without limitation, severance (including any severance or displacement pay, if any, due for any Hired Employee subsequently terminated by ULURU, with any such obligations to be determined by the terms of the severance or displacement pay arrangements maintained by Access and ULURU, respectively), benefits, vacation, sick time and all such other expenses. During the period from the Closing Date through December 31, 2005, Access shall continue to pay all compensation expenses due the Hired Employees, provided that ULURU shall reimburse Access for all such payments made to the Hired Employees within one (1) day upon notice from Access of its making any such payment. Beginning January 1, 2006, ULURU shall pay all such compensation expenses due the Hired Employees and Access shall have no obligation to make any payments in connection therewith.
Hired Employees. 39 Holdco...............................................................1
Hired Employees. (a)Buyer will hire those employees of Sellers listed on Schedule 2.7 as of January 1, 2019 (“Hired Employees”), subject to Sellers assigning to Buyer rights associated with those employment agreements 10 FINAL EXECUTION VERSION between Sellers and each Hired Employee as of the Closing Date. The rate of pay, location of employment at an Office Location, PTO liability, and state of residence for each Hired Employee will be set out on Schedule 2.7. (b)
Hired Employees. (a) No later than immediately prior to the Closing, Parent shall terminate, or shall cause to be terminated, each Hired Employee's employment with Parent and its Subsidiaries and Parent shall satisfy, or shall cause to be satisfied, all Parent’s obligations to such Hired Employees arising in connection with such Hired Employees' employment with Parent and its Subsidiaries and the termination thereof.
