Seller's Employees. Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closing.
Seller's Employees. Sellers' policy on refranchising (a copy of which is attached as Schedule 5) does not obligate the Sellers to offer transfer opportunities to any of its restaurant-level employees, i.e., all employees at the level of "Restaurant General Manager" or below, who will be affected by sale of the Restaurants. Sellers will seek to provide opportunities for employees to remain with Sellers but such employment is not guaranteed and will depend on Sellers' assessment of its business needs as well as the employee's performance. Unless otherwise agreed before Closing, with respect to any of Sellers' restaurant- level employees, Sellers will terminate the employment of those employees at the close of business on the day immediately prior to the Closing Date. Sellers will directly pay all terminated employees, including any of the employees hired by the Buyer (the "Hired Employees") for earned and unused vacation, in accordance with Sellers' normal policies (which do not call for Sellers to pay for accrued but unearned vacation).The terminated employees may become employees of the Buyer as of the Closing Date and PHI hereby waives any violation of Section 13.2 of the Franchise Agreement with respect to the Hired Employees. All claims of the employees arising out of their employment with Sellers before the Closing Date will be the sole liability of Sellers, and Sellers will indemnify the Buyer from all claims of that nature. As between Sellers and the Buyer, the Buyer assumes all claims of the Hired Employees relating to employment by the Buyer arising after the Closing Date, and the Buyer will indemnify Sellers from all such claims by them. For the purpose of determining benefits for Hired Employees, the Buyer agrees to honor the Hired Employees' length of service and anniversary dates with the Sellers. The Sellers will furnish the Buyer a list of the Hired Employees that defines their length of service and anniversary dates. The Buyer understands that the active participation of the Hired Employees in all benefit plans maintained by the Sellers will end on the Closing Date. Sellers will continue any employee benefit payment obligations for Hired Employees who are on leave of absence or disabled on the Closing Date in accordance with the Sellers' or PHI's policies. No compensation increases shall be granted by Sellers to the Hired Employees unless expressly approved by Buyer. Buyer will not deny any increases which are reasonable and justifiable. If any of the Sellers' ...
Seller's Employees. Buyer shall have the right, but not the obligation, to offer employment to any of the employees of Seller or its Affiliates who are employed at the Cinema. At or prior to the Closing, Seller shall fully compensate all employees of Seller at the Cinema for all work performed prior to the Closing Date. Seller does not guaranty that any of the employees to which Buyer will offer employment will accept any such offer of employment.
Seller's Employees. Take all reasonable steps to ensure that the transfer of employment of all of the Employees electing to continue their employ with Purchaser as are able to be accomplished prior to or on the Closing Date.
Seller's Employees. A. Employees of Seller who perform Services under this Order shall be citizens of the U.S., its possessions or territories, or lawful permanent residents as defined by 8 U.S.C. 1101(a)(20), or protected individuals as defined by 8 U.S.C. 1324b(a)(3). Seller shall provide certification of compliance upon Buyer request. Seller shall promptly notify Buyer of any changes to the certification. Failure to provide the certification, or notice of changes, may result in termination of this Order for default
Seller's Employees. Employees of Seller shall be and remain employees of Seller through the Closing Date and Buyer is not assuming any obligation or liability of any kind which Seller may have to said employees for compensation, pension or retirement plan contributions, or any other obligation or responsibility of any kind. Buyer shall not be obligated to hire or employ any of Seller's employees as of the Closing Date, but may hire or employ any of Seller's current employees in Buyer's sole discretion and upon such terms as it determines. Seller and Principal agree that, for a period of one (1) year from the Closing Date, neither Seller, Principal nor any of their affiliates will employ or seek to employ any of Seller's current employees which are employed by Buyer as of the Closing Date, without the prior written consent of Buyer. Seller and Principal agree to indemnify, defend and hold Buyer harmless with respect to any claims made by any of Seller's employees arising out of actions which occurred on or prior to the Closing Date.
Seller's Employees. Subject to the condition that the Closing hereunder occurs, Buyer shall offer to employ, as of the Effective Date, all of the employees of Seller engaged in the Division's business listed on Exhibit 2.3., including employees of Seller engaged in the Division's business then on permitted leave from the employment of Seller. Such employment will be on an "at will" or other basis, as Buyer determines, and at time of employment, for salaries or wages reasonably determined by Buyer but in no event lower than currently enjoyed by such employees. Buyer, however, following commencement of employment of such employees, shall have the right to change or modify such employees' compensation as it deems appropriate. Buyer does not assume, and Seller shall be fully responsible for the payment of, any severance or other benefits related to or payable upon the termination of any of the Division's employees who fail to accept such employment offer, except that Buyer agrees to assume Seller's Obligation for accrued but unused vacation and sick time of the Division's employees accepting employment with Buyer immediately following Closing. Buyer shall assume Obligations for severance pay and other termination benefit liabilities incurred by Seller resulting from the termination of any such employee who is hired by Buyer and then terminated by Buyer within six (6) months. Within at least thirty (30) days of the Closing Date, Seller shall provide to Buyer accurate and complete copies of the personnel records of the Division's employees engaged in the Division's business. Seller shall be responsible for compliance with all Laws related to the termination by Seller of Seller's employees. Seller shall cooperate with Buyer's efforts to employ and retain any such employees.
Seller's Employees. (a) Subject to Buyer’s hiring policies, Buyer shall offer employment to all employees of Sellers, which are set forth on Schedule 4.5 at the same levels of benefits and compensation as set forth thereon. Employees of Sellers who accept employment with Buyer and become employees of Buyer at the Closing shall be referred to herein as “Transferred Employees.”
Seller's Employees. Buyer shall have the right, but not the obligation, to employ any or all of the employees of Seller. Each such person who is employed with Buyer shall be a "TRANSFERRED EMPLOYEE". Buyer shall provide such information to Seller as Seller may reasonably request to permit Seller to assess its obligations, if any, under the WARN Act and to take whatever compliance actions that Seller, in consultation with Buyer, elects to take.
Seller's Employees. Buyer agrees to offer employment, at levels ------------------ of compensation not less than their current compensation, to all persons who were employees of Seller as of Closing, including all former employees of Seller who are eligible for reinstatement as of the Closing (collectively, the "TRANSFERRED EMPLOYEES"). In addition, Buyer agrees to offer all Transferred Employees the same basic benefit package, on the same terms, as that which is offered to HMA's and its Affiliates' employees. Such offers will remain open for at least ten (10) business days. For employees who accept Buyer's offer of employment, Buyer shall (a) recognize the employees' length of service with Seller for eligibility (including waiting periods) and vesting under all of Buyer's employee benefit programs, including vacation and pension, (b) assume accrued and unused vacation days, sick days and personal days, and (c) allow participation in Buyer's 401K pension plan. Subject to the foregoing, special waiting periods contained in Buyer's employee benefit plans will not apply to Seller employees or covered dependents to the extent that such periods do not apply to similarly situated new employees of Buyer. Buyer will not effect any reductions in force for a period of twelve (12) months after Closing other than reductions through attrition, flexible staffing for seasonal adjustments or decreases in patient census. Buyer agrees to extend the aforesaid offers of employment and benefits for an additional four (4) years for all current full- time employees of Seller who are within five (5) years of retirement, and Buyer agrees that, except for cause, it will not terminate any such employee until the day following the date on which such employee qualifies for retirement. The names of such employees and the respective dates on which they will qualify for retirement are listed on Schedule 11.6 hereto, and Buyer and Seller hereby agree that each such employee shall be a third party beneficiary of this Section 11.6.
