Common use of Seller's Employees Clause in Contracts

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. (1) Exhibit 3.11 attached hereto sets forthSeller has furnished to Buyer: (a) a complete list of all of each Seller's employees, employees and Shareholder's employees (bbased at the Hospital or the Related Assets) their respective and rates of pay, together with true and correct copies of any and all employment contracts, fringe benefits and personnel policies, (cb) the employment dates and job titles of each such person, and (dc) categorization of each such person as a full-time or part-time employee of SellersSeller. 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 Hospital. Seller shall be solely responsible for any notice which may be required under WARN, as hereinafter defined, and Tenn. Code Ann. xx.50-1-601 et. seq. for periods prior to Closing and shall indemnify Buyer therefrom. For purposes of this paragraph, "partPART-time employeeTIME 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. ss.2102 et seq., and Tenn. Code Ann. xx.50-1-601 et. seq. Except as provided in Exhibit 3.94.20, Sellers have Seller has 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) 4.20 lists all ex-employees of Sellers Seller utilizing or eligible to utilize use COBRA (health insurance). Sellers will terminate Exhibit 4.20 sets forth a complete list of all of their Seller's full and part time 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 who have accrued to its employees through the date of Closing, including related payroll taxes.been terminated within ninety (90) days

Seller's Employees. (1) Exhibit 3.11 3.13 attached hereto sets forth: (a1) a complete list of all of each Seller's employees’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, or similar basis, (bcollectively, the “Employees”) their respective and rates of pay, ; (c) the employment dates and job titles of each such person, and (d2) categorization of each such person as a full-time or part-time employee of SellersSeller; (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 paragraphSection, "“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. ss.2102 § 2102 et seq. Except as provided in Exhibit 3.9, Sellers have Seller has no employment agreements with its employees the Employees and all such employees 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 Seller will terminate all of their employees the 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 The parties to this Agreement expressly agree that Sellers will Seller shall retain responsibility for and fully and timely pay all salaries and wages, related payroll taxes and all sick leave, holiday, vacation benefitsretention bonuses, retirement and other fringe benefits that have accrued to its employees 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 date Seller has been (i) excluded from participating in the Programs (as defined in Section 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 Closinglaws related to fraud, including related payroll taxestheft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of any investigation, or controlled substances.

Seller's Employees. (1) Exhibit 3.11 3.13 attached hereto sets forth: (a1) a complete list of all of each Seller's employees’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, or similar basis, (bcollectively, the “Employees”) their respective and rates of pay, ; (c) the employment dates and job titles of each such person, and (d2) categorization of each such person as a full-time or part-time employee of SellersSeller; (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 paragraphSection, "“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. ss.2102 § 2102 et seq. Except as provided in Exhibit 3.93.13, Sellers have Seller has no employment agreements with its employees the Employees and all such employees 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 Seller will terminate all of their employees the 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 The parties to this Agreement expressly agree that Sellers will Seller shall retain responsibility for and fully and timely pay all salaries and wages, related payroll taxes and all sick leave, holiday, vacation benefitsretention bonuses, retirement and other fringe benefits that have accrued to its employees the Employees through the date of Closing, including related payroll taxes; provided that Buyer shall assume accrued vacation and paid time off obligations (vested and unvested) pursuant to Section 1.3(1) above.

Seller's Employees. (1) Exhibit 3.11 3.12 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 SellersSeller. For purposes of this paragraph, "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 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 ss. 2102 et seq. Except as provided in Exhibit 3.9, Sellers have Seller has no employment agreements with its employees and all such employees are employed on an at "at will" basis. Exhibit 3.11 3.12 also (a) lists, and has attached copies of, all employee fringe benefits and personnel policies, and (b) lists all ex-employees of Sellers Seller utilizing or eligible to utilize COBRA (health insurance). Sellers Seller will terminate all of their its employees at Closing, and Sellers each of Seller and Shareholders Shareholder agree, pursuant to the terms of Article Xjointly and severally, to indemnify and hold Buyer harmless harmless, from and against any and all claims of Sellers' Seller's employees relating to their employment by Sellers 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 to this Agreement expressly agree that Sellers Seller 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. (1) Exhibit 3.11 3.13 attached hereto sets forth: (a1) a complete list of all of each Seller's employees’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 (b) their respective collectively, the “Employees”), and rates of pay, ; (c) the employment dates and job titles of each such person, and (d2) categorization of each such person as a full-time or part-time employee of SellersSeller; (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 paragraphSection, "“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. ss.2102 § 2102 et seq. Except as provided in Exhibit 3.93.13, Sellers have Seller has no employment agreements with its employees the Employees and all such employees 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 Seller will terminate all of their employees the 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 Seller shall retain responsibility for and fully and timely pay all salaries and wages, related payroll taxes and all sick leave, holiday, vacation benefitsretention bonuses, retirement and other fringe benefits that have accrued to its employees 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 date 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 Closinglaws related to fraud, including related payroll taxestheft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of any investigation, or controlled substances.