Seller’s Employees Sample Clauses
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. Seller shall outsource its employees listed on SCHEDULE 8.3 hereto to Buyer. Any Seller's employees so selected by Buyer will dedicate all of his work time to Buyer's affairs without being considered as Buyer's employee. Notwithstanding the said, such employees will assist Seller in the collection of all accounts receivable from Seller's customers. Any resignation of Seller's employee shall not constitute breach of Seller's obligation under this Section. In the event that Buyer shall decide not to receive outsourcing services of any of the employees listed on Schedule 8.3, Buyer shall provide Seller in advance and in writing with names of such Employee. The term of such advance notice shall not be shorter then the term of the advance notice which such employee is entitled to receive under his employment agreement with Seller, provided, however, that Buyer shall be notified in advance by Seller of those Employees, whose term of the required advanced notice exceeds 30 days. Buyer shall reimburse Seller, in cash, for the full cost of the salaries and benefits, not later then the date in which such salaries and benefits shall be paid by the Seller (but not severance payments and payments in lue of advanced notice) of the employees employed by Seller for Buyer ,plus V.A.T. during the term in which such employees are outsourced. For any payment under this Section 8.3 Seller shall issue to buyer an Invoice ("Cheshbonit Mass"). At all time Buyer is permitted to employ any of Seller's Employees. Subject to applicable cogent law, the Seller shall not grant any general or uniform increase in the rates of pay of employees of the Seller engaged in the performance of the Business, nor grant any general or uniform increase in the benefits under any bonus or pension plan or other contract or commitment to, for or with any such employees; and the Seller shall not increase the compensation payable or to become payable to any employee relating to, or connected with, the Business, or increase any bonus, insurance, pension or other benefit plan, payment or arrangement made to, for or with any such employee. During the 24_months period following the Closing, neither Seller nor its Affiliates and any of its Major Shareholders and their respective Affiliates ("First Party"), shall directly or indirectly solicit or encourage any officer, employee or consultant of Buyer or any of its Affiliates or subsidiaries ("Second Party") to leave its employment/engagement for employment/engag...
Seller’s Employees. Exhibit 3.13 attached hereto sets forth: (1) a complete list of all of Sellers' employees at the Facilities and all employees of DALS at the Regional Office (collectively, the "EMPLOYEES") and rates of pay; (2) categorization of each such person as a full-time or part-time employee of Sellers; (3) the employment dates and job titles of each such person; and (4) true and complete copies of any and all fringe benefits and personnel policies. For purposes of this Section, "PART-TIME employee" means an employee who is employed for an average of fewer than twenty (20) hours per week or who has been employed for fewer than six (6) of the twelve (12) months preceding the date on which notice is required pursuant to the Worker Adjustment and Retraining Notification Act ("WARN"), 29 U.S.C. Section 2102 et seq. Except as provided in Exhibit 3.13, Sellers have no employment agreements with the Employees and all such Employees are employed on an "at will" basis. Sellers and DALS will terminate all of their employees at Closing. The parties expressly agree that Sellers shall retain responsibility for and timely pay all salaries and wages, paid time off benefits, related payroll taxes and all retention bonuses, retirement and other fringe benefits that have accrued to the Employees through Closing; provided that Buyer, or Buyer's agent, shall assume accrued vacation and sick leave obligations pursuant to Section 1.3(1) above. Sellers shall use their best efforts to retain the Employees in their current positions up to Closing.
Seller’s Employees. Sellers will terminate the employment of its employees at the close of business on the day prior to the Closing Date. The terminated employees may become employees of Buyer on the Closing Date (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 Buyer from all claims of that nature. Sellers will directly pay all terminated employees, including any of the Hired Employees, for earned and unused vacation, in accordance with Sellers' normal policies.
Seller’s Employees. After the Closing, Buyer will make offers of ------------------ employment to each of the employees of the Seller named on Schedule 5.8 hereto ------------ under terms and conditions comparable to those under which Sellers currently employ such employees.
Seller’s Employees. Buyer may, but shall not be required to, offer employment to or employ any employees or officers of Sellers as Buyer shall determine in its sole discretion on such terms and conditions as Buyer shall determine in its sole discretion. Sellers agree to use their reasonable efforts to cause their employees and officers who have received offers of employment from Buyer to accept such offers of employment. In the event that Buyer employs any officer or employee of Sellers, Sellers shall provide Buyer with such information in respect of such individuals as Buyer reasonably may request, including, without limitation, personnel files and other records. Buyer shall not have any liability in respect of any officers or employees of Sellers, whether employed by Buyer or not, resulting from such officers' and employees' termination of employment with Sellers, including, without limitation, any liability under the Worker Adjustment and Retraining Notification Act, on account of severance benefits, bonuses, vacation time or pay or incentive programs of any type, nor shall Buyer acquire any obligation under any contract, Employee Benefit Plan or other agreement or arrangement of Sellers with respect to any officer or employee or former officer employee of Sellers, except to the extent such liability is an Assumed Liability.
Seller’s Employees. During the Contract Period, Buyer shall have the right to discuss with any officer, director, employee or agent of Seller or any of Seller's affiliates the possibility of such person's becoming an officer, director, employee or agent of Buyer or an affiliate of Buyer prior to or after the Closing.
Seller’s Employees. For two years after the Closing, neither Buyer nor any of its affiliates shall hire, retain or attempt to hire or retain any Denver-based employee or independent contractor of Seller of whom Buyer has actual knowledge; provided, however, that no such restriction shall apply to any such employee or independent contractor who contacts Buyer or responds to any ad for employment placed by Buyer. Buyer will be permitted to contact any of Seller’s non-Denver-based employees relating to the Properties and offer post-Closing employment to such employees.
Seller’s Employees. Purchasers shall have the right, but not the obligation on or after the Closing Date to employ any or all of the employees of Sellers.
Seller’s Employees. Subject to the condition that the Closing hereunder occurs, Buyers shall offer to employ, as of the Effective Date, all of the employees of Sellers engaged in Sellers' Accounts Receivable Collection Business set forth on lists previously delivered to Buyers by Sellers. Such employment will be on an "at will" basis for comparable salaries or wages and (to the extent possible) with vacation and severance benefits, if any, comparable to those provided by Buyers to employees at comparable levels and with comparable responsibilities, based on the date each such employee, respectively, was first employed by Sellers' Accounts Receivable Collection Business or its predecessor. Any such employment by Buyers may, at some time, require relocation by the employee to Buyers's currently occupied facilities. Buyers does not assume, and Sellers shall be fully responsible for the payment of, any severance or other benefits related to or payable upon the termination of any of its employees, including, without limitation, any employees not offered employment by Buyers and any employees offered employment by Buyers who fail to accept such employment offer. Sellers shall cooperate with Buyers's efforts to employ and retain any such employees. Within at least thirty (30) days of the Closing Date, Sellers shall provide to Buyers accurate and complete copies of the personnel records of Sellers' employees engaged in Sellers' Accounts Receivable Collection Business. Sellers shall be responsible for compliance with all Laws related to the termination by Sellers of Sellers' employees.