Common use of Seller's Employees Clause in Contracts

Seller's Employees. Exhibit 3.13 attached hereto sets forth: (1) a complete list of all of Seller’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 (collectively, the “Employees”), and rates of pay; (2) categorization of each 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 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. § 2102 et seq. Except as provided in Exhibit 3.13, Seller has no employment agreements with the Employees and all such Employees are employed on an “at will” basis. Seller will terminate all of the Employees at Closing. Seller shall retain responsibility for and timely pay all salaries and wages, related payroll taxes and all retention bonuses, retirement and other fringe benefits that have accrued to 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 Seller has been (i) excluded from participating in the Programs (as defined in Section 3.27 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 Seller’s knowledge, investigated, for any violation of laws related to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of any investigation, or controlled substances.

Seller's Employees. (1) Exhibit 3.13 3.11 attached hereto sets forth: (1a) a complete list of all of each Seller’s employees at the Facility's employees, 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 (collectively, the “Employees”), and b) their respective rates of pay; , (2c) 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; (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 policiesSellers. For purposes of this Sectionparagraph, “"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 Act" (“"WARN”"), 29 U.S.C. § 2102 ss.2102 et seq. Except as provided in Exhibit 3.133.9, Seller has Sellers have no employment agreements with the Employees its employees and all such Employees employees are employed on an “at "at will” " basis. Seller Exhibit 3.11 also (a) lists, and has attached copies of, all employee fringe benefits and personnel policies, and (b) lists all ex-employees of Sellers utilizing or eligible to utilize COBRA (health insurance). Sellers will terminate all of the Employees their employees at Closing, and Sellers and Shareholders agree, pursuant to the terms of Article X, to indemnify and hold Buyer harmless from and against any and all claims of Sellers' employees relating to their employment by Sellers through Closing and such termination, whenever made. Seller shall Other than the Assumed Liabilities, the parties to this Agreement expressly agree that Sellers will retain responsibility for and fully and timely pay all salaries and wages, related payroll taxes and all retention bonusessick leave, holiday, vacation benefits, retirement and other fringe benefits that have accrued to its employees through the Employees through date of Closing; provided that Buyer shall assume accrued vacation and paid time off obligations , including related payroll taxes. (vested and unvested2) pursuant Neither of the Sellers is a party to Section 1.3(1) aboveany labor contract, collective bargaining agreement, contract, letter of understanding, or any other arrangement, formal or informal, with any labor union or organization which obligates Sellers to compensate employees at prevailing rates or union scale, nor are any of its employees represented by any labor union or organization. No officer, director, agent or managing employee (as that term There is defined in 42 U.S.C. § 1320a-5(b)) of Seller has been (i) excluded from participating in the Programs (as defined in Section 3.27 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 no pending or, to Seller’s knowledgethe best knowledge of Sellers and Shareholders, investigatedthreatened labor dispute, for work stoppage, unfair labor practice complaint, strike, administrative or court proceeding or order between Sellers and any violation present or former employee(s) of laws related Sellers. There is no pending or, to fraudthe best knowledge of Sellers and Shareholders, theftthreatened suit, embezzlementaction, breach investigation or claim between Sellers and any present or former employee(s) of fiduciary responsibility, financial misconduct, obstruction Sellers. There has not been any labor union organizing activity at any location of any investigationeither of the Sellers, or controlled substanceselsewhere, with respect to the Sellers' employees.

Seller's Employees. Exhibit 3.13 attached hereto sets forthSeller has furnished to Buyer: (1a) a complete list of all of Seller’s 's employees and Shareholder's employees (based at the Facility, including all employees on leave of absence, including but not limited to leaves arising from injury Hospital or workers compensation claims, Family and Medical Leave Act (collectively, the “Employees”), Related Assets) and rates of pay; , together with true and correct copies of any and all employment contracts, fringe benefits and personnel policies, (2b) the employment dates and job titles of each such person, and (c) categorization of each such person as a full-time or part-time employee of Seller; (3) . 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 employment dates Hospital. Seller shall be solely responsible for any notice which may be required under WARN, as hereinafter defined, and job titles of each such person; Tenn. Code Ann. ▇▇.50-1-601 et. seq. for periods prior to Closing and (4) true and complete copies of any and all fringe benefits and personnel policiesshall indemnify Buyer therefrom. For purposes of this Sectionparagraph, “part"PART-time employee” 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 Act" (“"WARN”"), 29 U.S.C. § 2102 ss.2102 et seq., and Tenn. Code Ann. ▇▇.50-1-601 et. seq. Except as provided in Exhibit 3.134.20, Seller has no employment agreements with the Employees its employees and all such Employees employees are employed on an “"at will” " basis. Exhibit 4.20 lists all ex-employees of Seller will terminate utilizing or eligible to use COBRA (health insurance). Exhibit 4.20 sets forth a complete list of all of the Employees at Closing. Seller shall retain responsibility for Seller's full and timely pay all salaries and wages, related payroll taxes and all retention bonuses, retirement and other fringe benefits that part time employees who have accrued to the Employees through Closing; provided that Buyer shall assume accrued vacation and paid time off obligations been terminated within ninety (vested and unvested90) 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 Seller has been (i) excluded from participating in the Programs (as defined in Section 3.27 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 Seller’s knowledge, investigated, for any violation of laws related to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of any investigation, or controlled substances.days

Seller's Employees. (1) Exhibit 3.13 3.12 attached hereto sets forth: (1a) a complete list of all of Seller’s employees at the Facility's employees, 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 (collectively, the “Employees”), and b) their respective rates of pay; , (2c) 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; (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 Sectionparagraph, “"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 3.133.9, Seller has no employment agreements with the Employees its 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 the Employees 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 shall will retain responsibility for and fully and timely pay all salaries and wages, related payroll taxes and all retention bonusessick leave, holiday, vacation benefits, retirement and other fringe benefits that have accrued to its employees through the Employees through date of 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 Seller has been (i) excluded from participating in the Programs (as defined in Section 3.27 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 Seller’s knowledge, investigated, for any violation of laws including related to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of any investigation, or controlled substancespayroll taxes.

Seller's Employees. Exhibit 3.13 attached hereto sets forth: (1) a complete list of all of Seller’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 Act, or similar basis, (collectively, the “Employees”), ) and rates of pay; (2) 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 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. § 2102 et seq. Except as provided in Exhibit 3.13, Seller has no employment agreements with the Employees and all such Employees are employed on an “at will” basis. Seller will terminate all of the Employees at Closing. The parties expressly agree that Seller shall retain responsibility for and timely pay all salaries and wages, related payroll taxes and all retention bonuses, retirement and other fringe benefits that have accrued to 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 Seller has been (i) excluded from participating in the Programs (as defined in Section 3.27 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 laws related to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of any investigation, or controlled substances.

Seller's Employees. Exhibit 3.13 attached hereto sets forth: (1) a complete list Buyer agrees to offer employment, at levels ------------------ of compensation not less than their current compensation, to all persons who were employees of Seller’s employees at the FacilitySeller as of Closing, including all former employees on leave of absence, including but not limited to leaves arising from injury or workers compensation claims, Family and Medical Leave Act Seller who are eligible for reinstatement as of the Closing (collectively, the “Employees”"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 rates (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 pay; (2) categorization Buyer. Buyer will not effect any reductions in force for a period of each 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 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 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 such employee qualifies for retirement. The names of such employees and the Worker Adjustment respective dates on which they will qualify for retirement are listed on Schedule 11.6 hereto, and Retraining Notification Act (“WARN”), 29 U.S.C. § 2102 et seq. Except as provided in Exhibit 3.13, Buyer and Seller has no employment agreements with the Employees and all hereby agree that each such Employees are employed on an “at will” basis. Seller will terminate all employee shall be a third party beneficiary of the Employees at Closing. Seller shall retain responsibility for and timely pay all salaries and wages, related payroll taxes and all retention bonuses, retirement and other fringe benefits that have accrued to the Employees through Closing; provided that Buyer shall assume accrued vacation and paid time off obligations (vested and unvested) pursuant to this 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 Seller has been (i) excluded from participating in the Programs (as defined in Section 3.27 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 Seller’s knowledge, investigated, for any violation of laws related to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of any investigation, or controlled substances11.6.