System Employees Sample Clauses

System Employees. Upon reasonable notice, each Seller shall, and shall cause DCS to, provide Purchaser with reasonable access to the System Employees during normal business hours. Such access shall be in accordance with applicable law and for the purpose of performing drug tests, administering employment applications, interviewing employees, and informing employees about Purchaser benefit plans. Requests for the necessary information to perform background checks can be included in the employment applications. All System Employee contact by Purchaser will be done on Sellers' premises and Purchaser's representative(s) will be accompanied by DCS's Human Resource representative(s). Purchaser shall have access to System Employees two weeks before the Closing for the purpose of transition training, provided that such training does not unreasonably interfere with Sellers' operation of the Seller Business. At least 45 days prior to the Closing Date, Purchaser shall provide written notice to Sellers identifying any System Employees to whom Purchaser does not intend to extend offers of employment. Any medical plans offered by Purchaser to System Employees hired by Purchaser shall contain no restrictions or limitations with respect to pre-existing conditions, except to the extent any such restrictions or limitations actually applied to the System Employees prior to the Closing Date. Sellers shall, at their option, effective immediately prior to Closing, cause DCS to terminate or retain the employment of any System Employees not to be hired by Purchaser and, as soon as practicable after Closing, shall provide to those terminated System Employees who have not been employed by Purchaser severance benefits, if any, in accordance with the current severance arrangements covering the System Employees. Sellers shall also cause DCS to pay off all accrued vacation and sick time for all terminated System Employees and all System Employees hired by Purchaser. As of the Closing Date, all System Employees hired by Purchaser shall cease to participate as active employees in or accrue benefits under System Employee Benefit Plans or any other employee benefit plans that are sponsored by any Seller or DCS. From and after the Closing Date, Purchaser shall cause each employee benefit plan, program, agreement and arrangement maintained by Purchaser (including any 401(k) plans) in which any System Employee hired by Purchaser participates to treat all service accrued or deemed accrued prior to the Closing D...
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System Employees. SCHEDULE 7.11 sets forth a true and complete list of the names and base salaries of all employees of Xxxxxx Cellular Systems, Inc. ("DCS") primarily involved in the operation of the Seller Business (the "SYSTEM EMPLOYEES"). No Person is employed by either Seller in the operation of the Seller Business. Except as set forth on SCHEDULE 7.11, each Seller Party and their Affiliates: (i) have in all material respects withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to System Employees; (ii) are not liable for any material arrears of wages or any material taxes or any material penalty for failure to comply with any of the foregoing; and (iii) are not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any court, arbitrator or governmental or regulatory official, body or authority (including the FCC or any state body having jurisdiction over the Seller Business or any Purchased Asset), with respect to unemployment compensation benefits, social security or other benefits or obligations for System Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no material pending or to Sellers' knowledge threatened claims or actions against any Seller Party under any worker's compensation policy or long-term disability policy involving any System Employee. Except as set forth in SCHEDULE 7.11, there are no actions, suits, claims or grievances pending, or, to the knowledge of Sellers, threatened relating to any labor, safety or discrimination matters involving any System Employee, including, charges of unfair labor practices or discrimination complaints. No Seller Party nor any of their Affiliates have engaged in any unfair labor practices within the meaning of the National Labor Relations Act with respect to any System Employee or the Seller Business. Except as set forth in SCHEDULE 7.11, no Seller Party nor any of their Affiliates are presently, nor have they been in the past, a party to, or bound by, any collective bargaining agreement or other labor union contract applicable to the Seller Business and no such collective bargaining agreement is being negotiated by any Seller, DCS or any Affiliate thereof. No consent of any union (or similar group or organization) is required in connection with the consummation of the transactions contemplated hereby. The...
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System Employees. 10 1.44. System.......................................................... 10 1.45. Taxes........................................................... 10 1.46.
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System Employees. All personnel who primarily render services in connection with the Systems.
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System Employees. Within thirty (30) days after the execution of this Agreement, Seller shall deliver to Buyer a list ("Available Employee List") of System employees. Buyer shall have the right to contact employees of the System identified on the Available Employee List for the purpose of interviewing and evaluating such personnel, provided that such contact shall not unreasonably interfere with operations of the System and, if requested by Xxxxxx, Xxxxxx may schedule such contact at reasonable times and intervals. On and as of the Closing Date, Seller will take all action necessary to terminate the employees of the System identified on the Available Employee List and shall pay such employees all payroll sums, including, without limitation, vacation pay, "golden parachute", retiree medical, COBRA, severance pay or other benefits due to them through the close of business on the Closing Date or arising thereafter and shall indemnify, defend and hold harmless Buyer from and against all Indemnifiable Damages (as defined in Section 8.1) resulting or arising from such sums or from the termination of employment. Buyer may, in its sole discretion and without obligation, commencing within sixty (60) days prior to the Closing, offer employment to employees of the System identified on the Available Employee List on terms and conditions unilaterally proposed by Buyer effective on the Closing Date. Not less than ten (10) days prior to Closing, Buyer shall provide a list to Xxxxxx of such employees of the System to whom employment offers have been or will be made.
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System Employees. Effective as of the Closing Date, CMM will second each of the System Employees to the General Partner in accordance with and subject to the terms and conditions of the Employee Secondment Agreement for the purpose of performing job functions related to the Assets. By its execution of this Agreement, CMM shall be a party to this Agreement solely for purposes of the covenant contained in this Section 5.9 and not for any other purpose. This Section 5.9 shall be considered a covenant of the Seller Parties for purposes of Section 7.1 of this Agreement. Notwithstanding anything in this Agreement to the contrary, Buyer shall be entitled to specifically enforce CMM’s obligation under this Section 5.9 in accordance with Section 10.8.
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System Employees. Enron has delivered the Schedule of Eligible Transition Employees on a confidential basis to the Vice President, Human Resources at EEC with the Schedule showing the name, job position, work location, base compensation and years of past service credit for all Eligible Transition Employees. Enron will provide the EOTT Parties, on a confidential basis, relevant written information in Enron's possession regarding each such individual's work qualifications, training history, and prior jobs held while employed by any affiliate of Enron or the EOTT Parties. The EOTT Parties agree to cause a member or members of the controlled group under IRC Section 1563(c)(2)(A) of which Enron is a member (the "OPERATOR CONTROLLED Group") to make offers of employment as of the Effective Date to such Eligible Transition Employees with such offers of employment to be made within thirty (30) days of the date of execution of the Agreement. Additionally, the EOTT Parties shall require that all acceptances of employment by the System Employees be received by the EOTT Parties on or before fifteen (15) days prior to the anticipated Approval Date, unless otherwise agreed between the parties. The EOTT Parties agree that such offers of employment shall be made in accordance with this Section. The offered employment shall be at levels of compensation consistent with the EOTT Parties' salary policies for jobs of similar responsibilities, but in accordance with Section 2.2 above. If the EOTT Parties offer an Eligible Transition Employee employment hereunder that requires a relocation beyond fifty (50) miles from that Eligible Transition Employee's current work location, the EOTT Parties shall pay relocation benefits in accordance with Enron's relocation policy.
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System Employees. (a) Acquiror shall cause all System Employees who are actively employed by the Company or the Company Subsidiary immediately prior to the Closing Date, other than those senior management System Employees listed on Section 6.06(a) of the Disclosure Schedule (the “Excluded Employees”), to remain employed by the Company or such Company Subsidiary immediately following the Effective Time (hereinafter those System Employees who remain employed by the Company or such Company Subsidiary shall be collectively referred to as the “Retained Employees”) in the same or comparable positions, and, in the aggregate, at the same or comparable total compensation (including base pay and bonus), as are offered by the Acquiror to its current employees in similar positions and in similar geographic locations. Prior to the Closing Date, the Company shall terminate the Excluded Employees from their employment with the Company or a Company Subsidiary or transfer any or all of the Excluded Employees to a position with Parent or its Affiliates (other than the Company or the Company Subsidiary). The Parent shall be responsible for any and all severance payments or other related termination obligations other than COBRA, if any, for the Excluded Employees. Neither Acquiror, the Company nor the Company Subsidiary shall have any obligations or liabilities whatsoever with respect to the Excluded Employees, other than pursuant to COBRA, which COBRA obligations shall be assumed by the Acquiror. The Acquiror shall also be responsible for any and all
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Related to System Employees

  • 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.

  • 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.

  • 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.

  • Other Employees Except as may be required in the performance of Employee’s duties hereunder, Employee shall not cause or induce, or attempt to cause or induce, any person now or hereafter employed by the Company or any of its affiliates to terminate such employment. This obligation shall remain in effect while Employee is employed by the Company and for a period of one (1) year thereafter.

  • Continuing Employees “Continuing Employees” is defined in Section 6.4 of the Agreement.

  • Active Employees At or before the Effective Time, New Ceridian shall, or shall cause its Subsidiaries to, employ or continue to employ each New Ceridian Employee who, at the time such action is taken, is actively employed. Any employment agreement between New Ceridian and such an employee shall (i) supersede any employment agreement between such employee and the Corporation and (ii) release the Media Information Indemnitees from all Liabilities and responsibility with respect to any Employment Related Claims arising prior to the Effective Time or in connection with the transactions contemplated by this Agreement or the Distribution Agreement. Any employment agreement between the Corporation and a New Ceridian Employee shall, as of the Effective Time and subject to any contrary provisions of such agreement, be deemed to be assigned to New Ceridian.

  • Former Employees Newco shall have no Liability with respect to (1) Former Employees or (2) as provided in the Transaction Agreement, former employees of JBG or its Affiliates who had a termination event on or prior to the Closing, in each case, regardless of when such Liability arises. Vornado shall retain Liability, if any, with respect to Former

  • Leased Employees If a Leased Employee is a Participant in the Plan and also participates in a plan maintained by the leasing organization: (Choose (a) or (b))

  • RELATED EMPLOYERS If any member of the Employer's related group (as defined in Section 1.30 of the Plan) executes a Participation Agreement to this Adoption Agreement, such member's Employees are eligible to participate in this Plan, unless excluded by reason of an exclusion classification elected under this Adoption Agreement Section 1.07. In addition: (Choose (j) or (k))

  • 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.

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