Employment of Seller's Employees. On or before the Closing Date, Purchaser shall offer to employ as of the Closing Date at least 75% of Seller's employees employed in the conduct of the Division Business, as listed on SCHEDULE 9.1, in positions, at compensation, and upon terms and conditions which are for each employee similar and no less favorable in the aggregate to the employees than the position, compensation, and terms or conditions in effect on the date hereof. Each such person who is employed by Purchaser is hereinafter referred to individually as a "Transferred Employee" and collectively as the "Transferred Employees". Each such person who is not employed by Purchaser is hereinafter referred to individually as a Non-Transferred Employee and collectively as the "Non-Transferred Employees". Purchaser shall only be required to offer benefits to such Transferred Employees consistent with Purchaser's current benefit plans; provided that Purchaser shall cover all Transferred Employees with group medical benefits for which all waiting periods and pre-existing condition exceptions are waived, to the extent permitted under Purchaser's existing insurance coverage. Following the Closing, Purchaser shall be entitled to change its benefit plans in the Ordinary Course of Business. Except for voluntary resignations and deaths, Purchaser shall continue to employ each Transferred Employee until at least the last day of the first full calendar month commencing after the Closing Date, but may at any time terminate any Transferred Employee for cause. Purchaser agrees to allow Transferred Employees to roll over their benefits from Seller's 401(k) Plan into its own 401(k) Plan or other tax qualified retirement plan. Purchaser shall have no liabilities or obligations with respect to Non-Transferred Employees, and such liabilities and obligations shall be considered Excluded Liabilities hereunder.
Employment of Seller's Employees. Buyer intends to offer employment, effective as of the Closing Date, to all employees who are employed by Seller in the STS Division primarily in the operation of the Business at then current wage or salary levels. Those employees who accept such offers of employment and become employees of Buyer shall be referred to herein as the "Transferred Employees". Effective as of the Closing Date, Buyer shall assume the liability of Seller in respect of the Transferred Employees for accrued but unpaid salaries, wages, vacation and sick pay and 1998 cash incentive compensation, but only to the extent such liability is accrued or otherwise reflected on the Final Closing Statement of Net Assets. Buyer shall not have any liability with respect to any employee of Seller or Employee Benefit Plan or any claim thereof or related thereto except to the extent expressly provided in this Article VII with respect to Transferred Employees and except as provided in Section 2.4(a).
Employment of Seller's Employees. 6.6.1 For the purpose of this Agreement, the term “
Employment of Seller's Employees. Schedule 5.09.02 is a list of names of employees of Seller to whom Purchaser agrees to extend an offer of employment effective as of the Closing (which may be updated for each Agency prior to the applicable Agency Transfer Date) (the employees listed on Schedule 5.09.02 who are to be extended an offer of employment by Purchaser are referred to individually as “Assumed Employee” and collectively as “Assumed Employees”).
Employment of Seller's Employees. (a) Seller will use its best efforts to cause the employees employed by Seller in the Business as of the Closing Date to make available their employment services to the Buyer and its subsidiary. For a period of five (5) years from the Closing Date, Seller will not, and will not permit any of its Affiliates to, solicit, offer to employ or retain the services of or otherwise interfere with the relationship of Buyer with any Person employed by or otherwise engaged to perform services for Buyer in connection with the operation of the Business or the use of the Assets. Seller shall not be entitled to receive any additional compensation, beyond that set forth in Section 2.2, above, for Seller’s obligations under this Article VI.
Employment of Seller's Employees. (a) Each Seller shall use its reasonable best efforts to retain all of its employees, and to maintain in good standing through the Closing all relationships and agreements with employees, independent contractors or consultants, in each case from the date hereof through the Closing Date and to cooperate with Purchaser in hiring its employees offered employment pursuant to Section 6.5(b); provided, that the foregoing shall not require that any Seller offer any compensation or other incentives in addition to the compensation and benefits being provided or required to be provided as of the date of this Agreement.
Employment of Seller's Employees. Effective as of January 1, 2002, Gallagher shall offer employment to all employees of Sellers identified in Paragraph 5(t) of the Disclosure Schedules (the "Designated Employees"). Gallagher's employment of the Designated Employees shall be xx xxx xxxs than the same salary or wage level as applicable to such employee immediately before the Closing. Gallagher will cooperate with Sellers and the Stockholder to allow and, if necessary, require certain Designated Employees to assist and cooperate in the defense and prosecution of claims and lawsuits undertaken by Sellers and the Stockholder to the extent that such assistance and cooperation does not materially affect their ability to fulfill their duties as Gallagher employees. Gallagher shall waive all of the waiting periods of employee benefit plans and each employee of Sellers who becomes an employee of Gallagher shall be deemed to have the accumulated service credit with Gallagher that he or she earned while an employee of Sellers, provided, however: (i) With respect to the Arthur J. Gallagher & Co. Employees' Pension Plan, past xxxxxxx xxxx Xxxxxxs shall not be credited towards the "years of service" portion of the defined pension benefit formula, but shall be credited only with respect to eligibility and vesting (other than such rollovers of individual accounts as may be permitted under applicable ERISA regulations);
Employment of Seller's Employees. Buyer may (but shall not be required to) offer employment to Seller's Employees on such terms and conditions as Buyer may, in its discretion, determine. "Seller's Employees" shall mean those employees of Seller's parent company, UBOC, who are employed in the conduct of the Business as of the day of Closing and who are listed on the attached Exhibit 9.1. Effective as of Closing, Seller shall terminate those persons who are Seller's Employees who have accepted offers of employment from Buyer; provided that Buyer shall have no liability for any severance or other obligations of Seller related to such termination of Seller's Employees. As soon as reasonably practicable after the date hereof and prior to Closing, Buyer shall deliver to Seller, Exhibit 9.1.A, a list of those employees of Seller to whom Buyer does not intend to offer employment.
Employment of Seller's Employees. (a) Seller will use all reasonable efforts to cause Employees to make available their employment services to Buyer.
Employment of Seller's Employees. (a) The Sellers will use all reasonable efforts to cause the active Employees to make available their employment services to the Buyer. Except as otherwise set forth in Section 5.5, for a period of two years from the Closing Date, the Sellers will not, and will not permit any of their Affiliates to, solicit, offer to employ or retain the services of or otherwise interfere with the relationship of the Buyer with any Person employed by or otherwise engaged to perform services for the Buyer in connection with the operation of the Acquired Operations.
