Common use of Seller's Employees Clause in Contracts

Seller's Employees. (1) Exhibit 3.12 attached hereto sets forth: (a) a complete list of all of Seller's employees, (b) their respective rates of pay, (c) the employment dates and job titles of each such person, and (d) categorization of each such person as a full-time or part-time employee of Seller. For purposes of this paragraph, "part-time employee" means an employee who is employed for an average of fewer than twenty hours (20) per week or who has been employed for fewer than six 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. ss. 2102 et seq. Except as provided in Exhibit 3.9, Seller has no employment agreements with its employees and all such employees are employed on an at "at will" basis. Exhibit 3.12 also (a) lists, and has attached copies of, all employee fringe benefits and personnel policies, and (b) lists all ex-employees of Seller utilizing or eligible to utilize COBRA (health insurance). Seller will terminate all of its employees at Closing, and each of Seller and Shareholder agree, jointly and severally, to indemnify and hold Buyer harmless, from and against any and all claims of Seller's employees relating to their employment by Seller through Closing and such termination, whenever made, except for accrued vacation and sick pay to the extent included in the Assumed Liabilities. Other than the Assumed Liabilities, the parties expressly agree that Seller will retain responsibility for and fully and timely pay all salaries and wages, related payroll taxes and all sick leave, holiday, vacation benefits, retirement and other fringe benefits that have accrued to its employees through the date of Closing, including related payroll taxes.

Seller's Employees. (1) Exhibit 3.12 3.13 attached hereto sets forth: (a1) a complete list of all of Seller's employees’s employees at the Facility, including all employees on leave of absence, including but not limited to leaves arising from injury or workers compensation claims, Family and Medical Leave Act, or similar basis, (bcollectively, the “Employees”) their respective and rates of pay, ; (c) the employment dates and job titles of each such person, and (d2) categorization of each such person as a full-time or part-time employee of Seller; (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 paragraphSection, "“part-time employee" ” means an employee who is employed for an average of fewer than twenty hours (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" Act ("“WARN"”), 29 U.S.C. ss. § 2102 et seq. Except as provided in Exhibit 3.9, Seller has no employment agreements with its employees the Employees and all such employees Employees are employed on an at "“at will" ” basis. Exhibit 3.12 also (a) lists, and has attached copies of, all employee fringe benefits and personnel policies, and (b) lists all ex-employees of Seller utilizing or eligible to utilize COBRA (health insurance). Seller will terminate all of its employees the Employees at Closing, and each of Seller and Shareholder agree, jointly and severally, to indemnify and hold Buyer harmless, from and against any and all claims of Seller's employees relating to their employment by Seller through Closing and such termination, whenever made, except for accrued vacation and sick pay to the extent included in the Assumed Liabilities. Other than the Assumed Liabilities, the The parties expressly agree that Seller will shall retain responsibility for and fully and timely pay all salaries and wages, related payroll taxes and all sick leave, holiday, vacation benefitsretention bonuses, retirement and other fringe benefits that have accrued to its employees the Employees through Closing; provided that Buyer shall assume accrued vacation and paid time off obligations (vested and unvested) pursuant to Section 1.3(1) above. No officer, director, agent or managing employee (as that term is defined in 42 U.S.C. § 1320a-5(b)) of the date Seller has been (i) excluded from participating in the Programs (as defined in Section 3.23 below), (ii) subject to sanction pursuant to 42 U.S.C. § 1320a-7a or 1320a-8, (iii) convicted of, a criminal offense under the Anti-Kickback Statute (42 U.S.C. § 1320a-7b) or (iv) charged with or, to the Seller’s knowledge, investigated, for any violation of Closinglaws related to fraud, including related payroll taxestheft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of any investigation, or controlled substances.

Seller's Employees. (1) Exhibit 3.12 3.11 attached hereto sets forth: (a) a complete list of all of each Seller's employees, (b) their respective rates of pay, (c) the employment dates and job titles of each such person, and (d) categorization of each such person as a full-time or part-time employee of SellerSellers. For purposes of this paragraph, "part-time employee" means an employee who is employed for an average of fewer than twenty hours (20) hours per week or who has been employed for fewer than six 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. ss. 2102 ss.2102 et seq. Except as provided in Exhibit 3.9, Seller has Sellers have no employment agreements with its employees and all such employees are employed on an at "at will" basis. Exhibit 3.12 3.11 also (a) lists, and has attached copies of, all employee fringe benefits and personnel policies, and (b) lists all ex-employees of Seller Sellers utilizing or eligible to utilize COBRA (health insurance). Seller Sellers will terminate all of its their employees at Closing, and each of Seller Sellers and Shareholder Shareholders agree, jointly and severallypursuant to the terms of Article X, to indemnify and hold Buyer harmless, harmless from and against any and all claims of Seller's Sellers' employees relating to their employment by Seller Sellers through Closing and such termination, whenever made, except for accrued vacation and sick pay to the extent included in the Assumed Liabilities. Other than the Assumed Liabilities, the parties to this Agreement expressly agree that Seller Sellers will retain responsibility for and fully and timely pay all salaries and wages, related payroll taxes and all sick leave, holiday, vacation benefits, retirement and other fringe benefits that have accrued to its employees through the date of Closing, including related payroll taxes.

Seller's Employees. (1) Exhibit 3.12 attached hereto sets forthSeller has furnished to Buyer: (a) a complete list of all of Seller's employees, employees and Shareholder's employees (bbased at the Hospital or the Related Assets) their respective and rates of pay, together with true and correct copies of any and all employment contracts, fringe benefits and personnel policies, (cb) the employment dates and job titles of each such person, and (dc) categorization of each such person as a full-time or part-time employee of Seller. Seller shall furnish Buyer with an updated list at Closing. Buyer shall offer employment to substantially all of Seller's employees pursuant to Section 6.17. There are no employees of Shareholder based at the Hospital. Seller shall be solely responsible for any notice which may be required under WARN, as hereinafter defined, and Tenn. Code Ann. xx.50-1-601 et. seq. for periods prior to Closing and shall indemnify Buyer therefrom. For purposes of this paragraph, "partPART-time employeeTIME EMPLOYEE" means an employee who is employed for an average of fewer than twenty hours (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. ssss.2102 et seq., and Tenn. Code Ann. 2102 et xx.50-1-601 et. seq. Except as provided in Exhibit 3.94.20, Seller has no employment agreements with its employees and all such employees are employed on an at "at will" basis. Exhibit 3.12 also (a) lists, and has attached copies of, all employee fringe benefits and personnel policies, and (b) 4.20 lists all ex-employees of Seller utilizing or eligible to utilize use COBRA (health insurance). Seller will terminate Exhibit 4.20 sets forth a complete list of all of its employees at Closing, and each of Seller and Shareholder agree, jointly and severally, to indemnify and hold Buyer harmless, from and against any and all claims of Seller's full and part time employees relating to their employment by Seller through Closing and such termination, whenever made, except for accrued vacation and sick pay to the extent included in the Assumed Liabilities. Other than the Assumed Liabilities, the parties expressly agree that Seller will retain responsibility for and fully and timely pay all salaries and wages, related payroll taxes and all sick leave, holiday, vacation benefits, retirement and other fringe benefits that who have accrued to its employees through the date of Closing, including related payroll taxes.been terminated within ninety (90) days

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 (1collectively, 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) Exhibit 3.12 attached hereto sets forth: business days. For employees who accept Buyer's offer of employment, Buyer shall (a) a complete list recognize the employees' length of service with Seller for eligibility (including waiting periods) and vesting under all of SellerBuyer's employeesemployee benefit programs, including vacation and pension, (b) their respective rates of payassume accrued and unused vacation days, sick days and personal days, and (c) allow participation in Buyer's 401K pension plan. Subject to the employment dates and job titles 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 each such person, and (d) categorization Buyer. Buyer will not effect any reductions in force for a period of each such person as a full-time or part-time employee of Seller. For purposes of this paragraph, "part-time employee" means an employee who is employed for an average of fewer than twenty hours (20) per week or who has been employed for fewer than six of the twelve (12) months preceding 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 notice is required pursuant to the "Worker Adjustment and Retraining Notification Act" ("WARN"), 29 U.S.C. sssuch employee qualifies for retirement. 2102 et seq. Except as provided in Exhibit 3.9, Seller has no employment agreements with its The names of such employees and all such employees the respective dates on which they will qualify for retirement are employed listed on an at "at will" basis. Exhibit 3.12 also (a) listsSchedule 11.6 hereto, and has attached copies of, all employee fringe benefits Buyer and personnel policies, and (b) lists all ex-employees of Seller utilizing or eligible to utilize COBRA (health insurance). Seller will terminate all of its employees at Closing, and each of Seller and Shareholder agree, jointly and severally, to indemnify and hold Buyer harmless, from and against any and all claims of Seller's employees relating to their employment by Seller through Closing and such termination, whenever made, except for accrued vacation and sick pay to the extent included in the Assumed Liabilities. Other than the Assumed Liabilities, the parties expressly hereby agree that Seller will retain responsibility for and fully and timely pay all salaries and wages, related payroll taxes and all sick leave, holiday, vacation benefits, retirement and other fringe benefits that have accrued to its employees through the date each such employee shall be a third party beneficiary of Closing, including related payroll taxesthis Section 11.6.