Employees and Offers of Employment. (a) At any time on or after the Closing Date, FRP shall have the right at its sole discretion to offer employment to any or all active employees of the Business; PROVIDED, that FRP may terminate at any time after the Closing Date the employment of any employee who accepts such offer. FRP agrees to notify Pennzoil as soon as is reasonably practicable for FRP in light of its business objectives, and in any event within six months of the Closing Date, of the names of active employees of the Business to whom FRP intends to offer employment and FRP will offer employment to such employees within the six-month period. For purposes of this Article 9, the term "ACTIVE EMPLOYEE" shall mean any Person who, on the Closing Date, is actively employed by Pennzoil or who is on short-term disability leave, authorized leave of absence, military service or lay-off with recall rights as of the Closing Date (FRP will have the right at its sole discretion to offer such inactive employees employment at any time on or after the date they return to active employment with Pennzoil), but shall exclude any other inactive or former employee including any Person who has been on long-term disability leave or unauthorized leave of absence or who has terminated his or her employment, retired or died on or before the Closing Date. Any such offers shall be at such salary or wage and benefit levels and on such other terms and conditions as FRP shall in its sole discretion deem appropriate. Each active employee of the Business who commences employment with FRP on or prior to the termination of the Transition Services Agreement is hereinafter referred to as the "TRANSFERRED EMPLOYEE" and the date on which a Transferred Employee commences employment with FRP shall be referred to as the "TRANSFER DATE" with respect to such Transferred Employee. Pennzoil will not take, and will cause each of its subsidiaries not to take, any action which would impede, hinder, interfere or otherwise compete with FRP's effort to hire any active employee of the Business; PROVIDED, HOWEVER, that if during that six-month period Pennzoil desires to solicit any active employee of the Business to continue as a Pennzoil employee, Pennzoil will notify FRP, and FRP will not unreasonably withhold its consent to Pennzoil's request. FRP shall not assume responsibility for any Transferred Employee until such employee commences employment with FRP. FRP shall have no obligation to offer employment to any Pennzoil employee. Subjec...
Employees and Offers of Employment. On the Closing Date, the Purchaser may make offers of post-Closing employment to any employee of either Seller hired after the date hereof and will make offers of post- Closing employment to the employees listed on Schedule 5.04(a) (the "Employment Offerees"), provided, however, that the Purchaser shall be under no obligation to make any such offer to any Employment Offeree who is not employed by either Seller on the Closing Date. The Sellers shall facilitate the Purchaser doing so, including, without limitation, by making such persons and their personnel files available to the Purchaser and its Representatives. The Sellers shall be solely responsible for any WARN Act notification and any liability under the WARN Act, relating to any termination of any of Sellers' employees occurring on or after the date of this Agreement. Any severance or other obligations to officers and employees of Sellers shall not be Assumed Liabilities. Any such offer of employment shall be at such salary or wage and benefit levels made available by the Purchaser to similarly situated employees and on such other terms and conditions as the Purchaser shall in its sole discretion deem appropriate. The employees engaged in the Businesses who accept and commence employment with the Purchaser are hereinafter collectively referred to as the "Transferred Employees." The Sellers will not take, and will cause each of their subsidiaries not to take, any action which would impede, hinder, interfere or otherwise compete with the Purchaser's effort to hire any Employment Offeree.
Employees and Offers of Employment. Effective as of the Effective Time, Buyer shall (i) offer employment to each Employee, at a base salary or wage that is at least equal to that provided the applicable Employee immediately prior to the Effective Time; (ii) have the right to offer employment to each Albertson’s corporate employee, field manager, field-based marketing manager and divisional pharmacy manager, in each case to the extent dedicated solely to the Standalone Drug Business, including, without limitation, those employees specified in Schedule 9.02(a) (so long as they are so dedicated) at a base salary or wage that is at least equal to that provided to such Albertson’s corporate employee, field manager, field-based marketing manager or divisional pharmacy manager immediately prior to the Effective Time and (iii) have a right to hire certain of the category managers, real estate personnel, field-based marketing managers and divisional pharmacy managers in each case who have shared responsibilities between the Standalone Drug Business and the New Diamond Business (as defined in the Separation Agreement) (collectively, the “Shared Personnel”) to the extent specified in Schedule 9.02(b) as determined in cooperation between Sellers and Buyer by allocating a proportionate number of Shared Personnel to Buyer based on the ratio of (x) the total number of pharmacy counters in Stores covered by such Shared Personnel to (y) the total number of pharmacy counters in Stores and grocery stores operated by Sellers collectively covered by such Shared Personnel as set forth on such Schedule 9.02(b). Sellers may update, and deliver to Buyer, Schedule 9.02(a) and Schedule 9.02(b) within fourteen days following the date of this Agreement. SUPERVALU and Buyer shall cooperate in good faith to determine the accuracy of Schedule 9.02(a) and Schedule 9.02(b) and agree to update each such Schedule as appropriate. The term “Employee” includes any Person who, immediately prior to the Effective Time, is actively employed by any Seller at a Facility or who is on short-term disability leave, authorized leave of absence, military service or lay-off with recall rights as of the Effective Time (such inactive employees shall be offered employment by Buyer as of the date they return to active employment but only if such employee returns to active service within 180 days after the Effective Time or such later time as their reemployment rights are protected by applicable Laws), but shall exclude any other inactive or forme...
Employees and Offers of Employment. Between May 9, 1999 and the Closing Date, Xenon 2 shall offer employment as of the Closing Date to each individual who is listed on SCHEDULE 6.7(A) and who, on the Closing Date, is employed by NBC or its Affiliates or who is absent from work by reason of vacation, sick leave, short-term disability or due to authorized leave of absence or military service; PROVIDED that for any such employee who, as of the Closing Date, is absent from work due to sick leave, short-term disability or due to authorized leave of absence or military service, such offer of employment shall be effective as of the date such employee is able to commence active employment with Xenon 2. Each offer of employment shall include salary, title and level of responsibility which are no less favorable in the aggregate than those in effect for such employee on May 9, 1999; PROVIDED that nothing shall prohibit Xenon 2 from terminating the employment of any Transferred Employee at any time. Such employees who accept and commence employment with Xenon 2 are herein collectively referred to as "TRANSFERRED EMPLOYEES".
Employees and Offers of Employment. (a) Buyer acknowledges that, subject to the last sentence of Section 7.03(b), it shall, through the Surviving Corporation and its Subsidiaries, continue the employment of all of the employees of the Company and the Company Subsidiaries as of the Effective Time (collectively, the “Transferred Employees”).
Employees and Offers of Employment. (a) Newco shall offer employment to commence on the Closing Date to all Transferred Employees; provided that, for any Transferred Employee who is on vacation, approved illness absence, authorized leave of absence (including leave under the Family and Medical Leave Act), long-term disability or military service leave of absence as of the Closing, the offer shall remain open until the date he or she is able to return to active employment to the extent consistent with any applicable collective bargaining agreement and/or existing company policy; provided, further, that any Camden Transferee entitled to recall rights shall be offered employment by Newco in accordance with the terms of the applicable bargaining agreement. Each Transferred Employee shall be offered a position by Newco similar to his or her position immediately prior to the Closing Date, at the same job and salary or wage levels, with non-equity based bonus and incentive plans and other non-equity based employee benefit plans substantially similar to those provided by Lockheed Xxxxxx and its Affiliates immediately prior to the Closing Date. Such offers of employment shall be at the same respective locations as those at which such Transferred Employees are employed immediately prior to the Closing. Subject to Applicable Law and this Agreement, Newco shall have the right to dismiss any Transferred Employee at any time, with or without cause, and to change the terms of employment of any Transferred Employee.
Employees and Offers of Employment. (a) Effective as of the Closing, Buyer shall have made offers of employment to the employees listed on Schedule 6.01(a) (each such person, upon accepting an offer of employment from Buyer, a “Transferred Employee”). Each such offer shall have included (i) base salary or base wages which is substantially similar as in effect immediately prior to the Closing Date and (ii) employee benefits (other than as set forth in clause (i)) which are substantially similar as those provided to similarly situated employees of Buyer. Nothing in this Agreement shall limit the right of Buyer to terminate the employment of any Transferred Employee following the Closing Date.
Employees and Offers of Employment. (a) On or prior to the Closing Date, Buyer may, at its sole discretion, offer employment on an at-will basis to all of the Business Employees. Buyer shall provide to Seller a complete and accurate list of the Transferred Employees at least two (2) business days prior to Closing.
Employees and Offers of Employment. Effective as of the Buyout Closing, XX XXXX shall offer employment to the Manager Specified Employees on the terms and subject to the conditions of this Article IX and the other terms and conditions determined by the Compensation Committee of the Board of Directors of XX XXXX consistent with this Article IX. The Manager Specified Employees who accept and commence employment on or after the Buyout Closing with XX XXXX are hereinafter collectively referred to as the “Transferred Manager Employees.” For the period commencing on the Buyout Closing Date and ending on the December 31 next following the one year anniversary of the Buyout Closing Date, such Transferred Manager Employees shall receive substantially similar (or more beneficial) base salaries and cash bonus opportunities as received immediately prior to the Buyout Closing Date. Further, XX XXXX hereby assumes, as of the Buyout Closing, all Liabilities of Transferred Manager Employees (including the employment and termination thereof) arising on and after the Buyout Closing Date in connection with their employment by XX XXXX. Except for XX XXXX’x indemnification for PTO Liabilities pursuant to Section 9.6(c) and reimbursement for severance benefits as provided in Section 9.6(d), XX XXXX does not assume, and shall not be liable or responsible for, any Liabilities with respect to any Manager Specified Employee who does not become a Transferred Manager Employee (each, a “Non-Hired Manager Specified Employee”) or any other employee of the Behringer Group.
Employees and Offers of Employment. (a) It is acknowledged that as soon as reasonably practicable following the date hereof, Buyer shall offer, or cause one of its Affiliates to offer, employment (which will be effective immediately following Closing) to at least thirty-five (35) Business Employees, a list of which Business Employees Buyer shall provide to Seller as soon as reasonably practicable following the execution of this agreement, which list, when so provided, shall be deemed to be Schedule 8.01(a)(i) to this Agreement. Each such offer of employment shall be conditioned upon (i) the completion of Buyer’s customary employment requirements, including background checks and security clearance procedures, (ii) the satisfaction of any Governmental Authority requirement in a manner that is reasonably acceptable to Buyer, and (iii) the Closing. Any Business Employee who is not made an offer of employment, or who is determined by Buyer prior to the Closing to have failed any pre-employment requirements, or with respect to whom Buyer has determined it cannot reasonably satisfy any such Governmental Authority requirement, shall not become employed by Buyer or any of its Affiliates, and Seller shall be and remain solely responsible for the continued employment of such persons to the complete exoneration of Buyer. Promptly after the date hereof, Seller shall provide, and shall cause its Affiliates to provide, reasonable access to the Business Employees identified on Schedule 8.01(a)(i), and shall assist Buyer in enabling it to obtain pre-employment materials from each such Business Employee prior to Closing, and, to the extent permitted by Applicable Law, such information regarding such employees as is contained in any personnel records. Each Business Employee identified on Schedule 8.01(a)(i) who becomes employed by Buyer or an Affiliate of Buyer, shall be referred to herein as a “Transferred Employee.” Notwithstanding anything contained to the contrary in Buyer’s severance plan, in the event Buyer or any of its Affiliates terminates the employment of any Transferred Employee without “Cause” (for purposes of this Section 8.01, “Cause” shall means “cause” as applied generally under arrangements applicable to Buyer’s employees who are similarly situated to the Transferred Employee) at any time during the one year period immediately following the Closing, Buyer shall provide such Transferred Employee with severance payments and COBRA premium waiver for benefits that such Transferred Employee is eli...
