Employees of Sellers Sample Clauses

Employees of Sellers. Except as set forth in Section 3.10(m) of the Disclosure Schedule, Sellers have no employees or independent contractors who are not also employees or independent contractors of a Subsidiary.
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Employees of Sellers. X Buyer and Seller agree that Buyer has no obligation to hire employees of Seller in connection with this Agreement. Should Buyer desire to hire one or more of Seller's employees, Seller agree to terminate, upon Buyer's request, such employees, and Seller shall pay all outstanding wages, benefits, accrued vacation and sick pay, and related employment taxes, upon termination.
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Employees of Sellers. (a) As of the Effective Date, Purchaser intends to offer employment to all employees of Sellers (the "Employees"), other than Robexx Xxxxxxx, Xxymxxx Xxxx, Xxhn Xxxxxxx xxx Davix Xxxxxxxx xx an at-will basis. Sellers shall cooperate in good faith with Purchaser to solicit the Employees to agree to be employed by Purchaser. In the event that Purchaser terminates any Employee within 30 days of the Closing Date, OII shall pay severance to the first 15 persons so terminated in accordance with Sellers' severance policies attached as Exhibit E annexed hereto. Teamstaff shall provide the same severance and outplacement services to all other Employees who are terminated by Purchaser within such 30 day period. Purchaser shall process and pay all such severance payments payable by OII under this Section 2.7, which payments will be prepaid in advance by OII.
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Employees of Sellers. As of the Closing Date, the employment of all employees of Sellers shall be terminated, and Buyer shall rehire such employees on such terms as it deems appropriate.
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Employees of Sellers. Sellers acknowledges that Purchaser is under no legal obligation to employ any personnel presently employed by Sellers at the Facilities and that Purchaser shall not assume any obligation of Sellers to such employees, including, without limitation, any COBRA obligations. Purchaser may offer employment to such persons currently employed by Sellers with respect to the Business as Purchaser in its sole discretion shall determine. Purchaser shall have the absolute right to establish all terms and conditions of employment, including wages, benefits and benefit plans, for any employees of Sellers to whom it chooses to make an offer of employment to be employed by Purchaser. All such offers of employment shall be on the terms and conditions established by Purchaser and shall be contingent upon employment commencing with Purchaser. Sellers agrees not to discourage any such individuals who are offered employment by Purchaser from accepting employment with Purchaser, and in fact Sellers agrees to cooperate with and assist Purchaser with the negotiation of any employment agreements.
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Employees of Sellers. Purchaser shall offer employment to the employees of Seller listed on Schedule 6.01. Purchaser shall be responsible for any severance pay that might be payable to any of Sellers' employees pursuant to Purchaser's severance policies who accept such offer of employment (the "Transferred Employees"). Notwithstanding anything to the contrary contained herein, Purchaser shall have no liability of any nature whatsoever for severance obligations to employees of Seller who are not Transferred Employees.
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Employees of Sellers. Purchaser shall be free to determine which, if any, personnel of Sellers it would desire to retain and which key personnel it would elect to offer employment contracts to, and Sellers shall cooperate with Purchaser in implementing Purchaser's decisions regarding such retention and hiring. Notwithstanding the foregoing, it is understood and agreed that Purchaser's and Sellers, obligations to consummate the transactions contemplated under this Agreement are expressly conditioned upon Purchaser reaching a satisfactory written employment agreement with Xxxxxx Xxxxxxxxxxxx. Effective as of the Closing, Xxxxxx Xxxxxxxxxxxx shall resign as President of each Seller.
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Employees of Sellers. Buyer shall have no requirement to offer employment to any of the employees of the Sellers, but may, at its option, make offers of employment, as a new employee of Buyer, to up to five (5) employees of the Sellers (or their Affiliates) whose duties are primarily dedicated to the provision of the Sellers' BTV Business (each, a "BTV Employee"). Buyer shall advise Sellers prior to the Closing Date as to the identity of the employees whom Buyer intends to make an employment offer, and the identity of each BTV Employee that accepts an employment offer from Buyer (each, a "Transferred Employee"). If a BTV Employee refuses Buyer's employment offer and the employment of such BTV Employee with Sellers (or their Affiliates) is thereafter terminated, but within one (1) year from the Closing Date such terminated BTV Employee is hired by Buyer or any of its Affiliated companies that are engaged in the BTV Business, then Buyer shall reimburse Sellers for any and all severance or related termination payments, costs, and expenses paid by Sellers (or any Affiliate thereof) to such terminated BTV Employee or incurred by Sellers (or any Affiliate thereof) as a direct result of the termination of such terminated BTV Employee's employment.
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Employees of Sellers 
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Related to Employees of Sellers

  • Employees of the Company During the Restricted Period and thereafter for as long as the Executive shall remain an employee of or consultant to the Company, the Executive shall not, directly or indirectly, hire or solicit any employee or independent sales agent of the Company away from the Company or encourage any such employee or agent to leave such employment.

  • 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.

  • Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.

  • Business Employees Immediately after the date of this Agreement, Buyer shall offer employment to each Business Employee set forth on Schedule 6.6(a). Buyer shall reimburse Seller for severance obligations (if any) arising as a result of the rejection of Buyer’s offer of employment by any Business Employee. Buyer shall cause each offer of employment to a Business Employee pursuant to this Section 6.6(a) to provide for (i) an annual salary or hourly wage rate (as applicable), (ii) annual and long-term bonus and incentive compensation opportunities (other than incentive compensation opportunities related to the transactions contemplated by this Agreement), and (iii) employee benefit plans, programs and arrangements (collectively “Employment Terms”) that are substantially comparable, in the aggregate, to those provided to Buyer’s employees in similar positions. In addition, Buyer may offer employment to the Business Employees set forth on Schedule 6.6(b), on terms to be mutually agreed upon, at the Buyer’s sole discretion. Buyer shall reimburse Seller for severance obligations (as set forth on Schedule 6.6(c)), actually paid by Sellers or Parent, arising as a result of the rejection of Buyer’s offer of employment by any Business Employee or arising as a result of Buyer’s failure to offer employment to any Business Employee if such Business Employee is terminated by Seller within thirty (30) days of the Closing Date. Any Business Employee who accepts Buyer’s offer of employment pursuant to this Agreement shall be a “Transferred Employee.” Nothing herein shall restrict the right of Buyer or a Subsidiary of Buyer to terminate the employment of any Transferred Employee after the Closing Date. Any reimbursement of severance obligations by Buyer to Seller, as set forth above, shall occur within ten (10) days of a reimbursement request from Seller.

  • Employees and Benefit Plans (a) From and after the Effective Time, Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, the "Company Employees") with at least the types and levels of employee benefits (including employee contribution levels) comparable in the aggregate to those maintained by Buyer for similarly-situated employees of Buyer. Buyer will treat, and cause its applicable benefit plans to treat, the service of the Company Employees with the Company or any of its Subsidiaries as service rendered to Buyer or any of its Subsidiaries for purposes of eligibility to participate, vesting and for level of benefits including, but not limited to, severance benefits, vacation entitlement and applicability of minimum waiting periods for participation (but not for benefit accrual under any defined benefit plan (including minimum pension amount) and not for participation in the Brookline Bank Employee Stock Ownership Plan) attributable to any period before the Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer's health and similar plans, Buyer shall not treat any employee of the Company or any of its Subsidiaries as a "new" employee for purposes of any exclusions under any health or similar plan of Buyer for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or similar plan of the Company or its Subsidiaries immediately prior to the Effective Time, and any deductibles, co-payments or out-of-pocket expenses paid under any of the Company's or any of its Subsidiaries' health plans shall be credited towards deductibles, co-payments or out-of-pocket expenses under Buyer's health plans upon delivery to Buyer of appropriate documentation, subject to the terms and conditions of the applicable Buyer Employee Program.

  • Employee’s Representations Employee represents and warrants that Employee is free to enter into this Agreement and to perform each of the terms and covenants in it. Employee represents and warrants that Employee is not restricted or prohibited, contractually or otherwise, from entering into and performing this Agreement, and that Employee’s execution and performance of this Agreement is not a violation or breach of any other agreement or other legal obligation between Employee and any other person or entity.

  • Employees and Contractors The number of employees or contractors used by Operator in conducting operations hereunder, their selection, and the hours of labor and the compensation for services performed shall be determined by Operator, and all such employees or contractors shall be the employees or contractors of Operator.

  • Employees and Benefits (a) As of the Closing, Seller shall terminate the employment of all of its Employees identified on Schedule 5.5(a) of the Disclosure Schedule (the “Subject Employees”). Schedule 5.5(a) of the Disclosure Schedule hereto may be amended from time to time prior to the Closing to (i) delete any individuals who are no longer employed by Seller or (ii) upon the mutual written agreement of Purchaser and Seller, add or remove any other individuals. Purchaser, in cooperation with Seller, shall, at least two Business Days prior to the Closing Date and effective as of the Closing Date, extend a written offer of employment to those employees selected by Purchaser, in its sole and absolute discretion (the “Selected Employees”), at a level and with responsibilities that are substantially commensurate with their employment with Seller and at a wage or salary and other compensation not less than the respective wages or salaries and other compensation specified for such Selected Employees on Schedule 3.11 of the Disclosure Schedule. Those Selected Employees who accept offers of employment with Purchaser and who become employees of Purchaser as of the Closing Date are referred to as “Transferred Employees.” Purchaser agrees that in the event that it determines that it may not offer employment to sufficient numbers of employees to avoid the notice and other requirements of the WARN Act, Purchaser will give Seller immediate notice thereof which will be sufficiently in advance of the Closing of the purchase of the Business that Seller will be able to comply with the notice requirements of the WARN Act and Purchaser will indemnify, defend and hold Seller harmless from any liability or obligations under the WARN Act if Purchaser should fail to do so or if Seller otherwise incurs liability under the WARN Act as a result of Purchaser’s actions in connection with this transaction.

  • Transferred Employees Harpoon’s employment of the Transferred Employees shall terminate at 11:59 p.m. Pacific Time on the Series B Closing Date. Prior to or in conjunction with the Series B Closing, Maverick shall in good faith offer employment to the Transferred Employees, pursuant to terms of written offer letters, with such employment to commence on the first Business Day immediately following the Series B Closing Date. In the event that any such Transferred Employee accepts Maverick’s offer of employment either before or after the Series B Closing, Maverick shall be responsible for all Liabilities (including salaries and benefits, including the maintenance of appropriate levels of workers’ compensation insurance) arising out of any such employment from and after the initial date of the Transferred Employee’s employment with Maverick. Harpoon shall be responsible for providing notice and health continuation coverage under COBRA to any Transferred Employee (and his/her qualified beneficiaries) who experiences a qualifying event after the Series B Closing Date. With respect to all confidentiality and invention assignment provisions applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing, Harpoon shall enforce such provisions on behalf of Maverick, at Maverick’s request and expense, to the extent that Maverick cannot enforce such Contracts directly. Effective upon the Series B Closing, Harpoon hereby waives (x) any non-competition or similar provisions and (y) any confidentiality provisions, to the extent restricting disclosure or use of the Transferred Intellectual Property or use of the license set forth in Section 2.2(a), in each case ((x) and (y)) applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing.

  • Employee’s Obligations Upon the termination of employment, you shall promptly deliver to the Company all property of the Company and all material documents, statistics, account records, programs and other similar tangible items which may by in your possession or under your control and which relate in a material way to the business or affairs of the Company or its subsidiaries, and no copies of any such documents or any part thereof shall be retained by you.

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