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.
Seller's Employees. (a) Purchaser shall deliver to Seller a list, on the Initial Closing Date on Schedule 6.8-1, of those employees to whom it intends to extend offers of employment ("Hired Employees"). The Parties recognize that certain other employees of Seller may be needed to perform certain services during all or part of the Transition Period, and a list of those employees shall be delivered to Seller by Purchaser on the Initial Closing Date on Schedule 6.8-2 ("Transition Employees"). With respect to the Transition Employees, Purchaser shall be responsible for offering and paying any "stay" bonus with respect to the Transition Period if and to the extent that Purchaser determines to pay any "stay" bonus, and Seller shall be responsible for paying any and all severance and other payments that may be due as a result of the transactions contemplated herein. Purchaser intends to extend offers of employment to the Hired Employees on substantially the same terms as such employees had with Seller immediately prior to the Final Closing Date. If Purchaser determines, during the Transition Period, that it does not wish to extend, or that it wishes to rescind, an offer of employment to one or more Hired Employees, then Purchaser shall be responsible for paying any and all severance and other payments that have accrued or will accrue from and after the Initial Closing Date that may be due as a result of the termination of his or her employment or as a result of the consummation of the transactions contemplated herein. Seller shall take no action that reasonably would be expected to prevent any employee from accepting employment with Purchaser (for instance, Seller shall not disparage Purchaser or the Acquired Division, their respective employees or management, or their respective business plans). Except as specified in this Agreement, Purchaser will not assume and will have no obligation with respect to any employee bonus, retirement, pension, profit sharing, incentive, deferred compensation, medical, retiree medical, retiree life, other insurance plan, employee severance, vacation or sick leave plan or policy or other employee benefit plan of Seller of any kind (collectively, "Employee Benefit Plans"). Purchaser shall have no responsibility for any Accrued Consideration and Benefits. However, Purchaser agrees to use commercially reasonable efforts to give to each employee of Seller who is hired by Purchaser on the Final Closing Date credit for past service with Seller for purposes ...
Seller's Employees. Buyer shall have the right, but not the obligation, to offer employment to any of the employees of Seller or its Affiliates who are employed at the Cinema. At or prior to the Closing, Seller shall fully compensate all employees of Seller at the Cinema for all work performed prior to the Closing Date. Seller does not guaranty that any of the employees to which Buyer will offer employment will accept any such offer of employment.
Seller's Employees. Take all reasonable steps to ensure that the transfer of employment of all of the Employees electing to continue their employ with Purchaser as are able to be accomplished prior to or on the Closing Date.
Seller's Employees. A. Employees of Seller who perform Services under this Order shall be citizens of the U.S., its possessions or territories, or lawful permanent residents as defined by 8 U.S.C. 1101(a)(20), or protected individuals as defined by 8 U.S.C. 1324b(a)(3). Seller shall provide certification of compliance upon Buyer request. Seller shall promptly notify Buyer of any changes to the certification. Failure to provide the certification, or notice of changes, may result in termination of this Order for default
Seller's Employees. Employees of Seller shall be and remain employees of Seller through the Closing Date and Buyer is not assuming any obligation or liability of any kind which Seller may have to said employees for compensation, pension or retirement plan contributions, or any other obligation or responsibility of any kind. Buyer shall not be obligated to hire or employ any of Seller's employees as of the Closing Date, but may hire or employ any of Seller's current employees in Buyer's sole discretion and upon such terms as it determines. Seller and Principal agree that, for a period of one (1) year from the Closing Date, neither Seller, Principal nor any of their affiliates will employ or seek to employ any of Seller's current employees which are employed by Buyer as of the Closing Date, without the prior written consent of Buyer. Seller and Principal agree to indemnify, defend and hold Buyer harmless with respect to any claims made by any of Seller's employees arising out of actions which occurred on or prior to the Closing Date.
Seller's Employees. (1) Exhibit 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 Sellers. For purposes of this paragraph, "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 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, Sellers have no employment agreements with its employees and all such employees are employed on an at "at will" basis. 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 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. 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 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. (a) Subject to Buyer’s hiring policies, Buyer shall offer employment to all employees of Sellers, which are set forth on Schedule 4.5 at the same levels of benefits and compensation as set forth thereon. Employees of Sellers who accept employment with Buyer and become employees of Buyer at the Closing shall be referred to herein as “Transferred Employees.”
Seller's Employees. Buyer shall have the right, but not the obligation, to employ any or all of the employees of Seller. Each such person who is employed with Buyer shall be a "TRANSFERRED EMPLOYEE". Buyer shall provide such information to Seller as Seller may reasonably request to permit Seller to assess its obligations, if any, under the WARN Act and to take whatever compliance actions that Seller, in consultation with Buyer, elects to take.
Seller's Employees. Purchaser shall be under no obligation to employ after the Closing Date any of Seller's employees. After this Agreement is signed and prior to the Closing Date, Purchaser may interview any of Seller's employees regarding possible employment with Purchaser as of the Closing Date, so long as Purchaser does not materially interfere with the conduct of Seller's business. If Purchaser and any of Seller's employees reach agreement as to terms of employment to commence on or after the Closing Date, no inference shall be created that Purchaser has assumed any of Seller's obligations to its employees; provided, however, that if Purchaser hires any of Seller's employees then Seller shall provide Purchaser a copy of any and all personnel records relating to such employees. Seller shall furnish to Purchaser on request a list of all employees of the Business, setting forth their compensation, job description, hire date and a summary of all benefits provided.
