Employment by Buyer. Notwithstanding the foregoing provisions of this Section 4, if (i) there shall be a sale or disposition of all or substantially all the assets of CBCC or a merger, consolidation or reorganization to which CBCC is a party and is not a surviving corporation, (ii) such transaction constitutes a Change of Control and (iii) Executive is offered employment (at substantially the same level of Executive's authority, responsibility, compensation and benefits with CBCC before such sale) with the purchaser or corporation into which CBCC is merged or consolidated, as applicable, or any of its Affiliates ("Buyer") upon consummation of such sale or disposition, then Executive shall not be entitled to the severance compensation as provided in Section 4.a. as a result of such transaction. In any such event, however, Executive shall be entitled to such severance compensation as provided in Section 4.a. if, within twelve months after the date of such transaction, either (1) Executive's employment with the Buyer shall be terminated by the Buyer other than (A) for Cause or (B) on account of Executive's death, Permanent Disability or Retirement, or (2) Executive shall resign from the Buyer for Good Reason. For purposes of this paragraph, the time of a termination of employment or resignation, the definitions of "Permanent Disability," "Retirement," resignation for "Good Reason" and termination for "Cause," and the provisions of Sections 6 and 7 shall be construed with reference to the Buyer instead of with reference to CBCC and/or CBI, as applicable.
Employment by Buyer. Seller acknowledges that it is not imposing on Buyer or the Company any obligation to retain or to employ any employees of the Company Illegibility due to poor condition of original document subsequent to Closing. To the extent any of such employees are employed by Buyer or the Company following the Closing, such employment shall be on terms and conditions determined by Buyer and Buyer shall have no obligation to offer such employees the same or similar wages, salaries or benefits as are paid or provided by the Company prior to the Closing. The Company's employee are subject to no collective bargaining agreements or other contracts with a labor union or otherwise, contingent or otherwise, nor are any employees represented by any labor union.
Employment by Buyer. Seller and Buyer shall co-operate to effect an orderly transfer to the employ of Buyer of only those employees of Seller whose names are set forth on Exhibit I attached hereto (the “Employees”).
Employment by Buyer. (a) Effective as of the Interim Employment Period Termination Date, Buyer (i) will offer employment to all salaried and non-union hourly Division Employees of Seller at comparable positions and rates of pay and (ii) agrees to hire all of Seller's unionized hourly Division Employees subject to the terms and conditions of the collective bargaining agreements applicable to such employees (the "Transferred Employees"); provided, however that Buyer may terminate, at Buyer's sole discretion and expense, at any time after the Interim Employment Period Termination Date the employment of any Transferred Employee with Buyer provided, that Buyer shall indemnify and hold Seller harmless from and against any claims or causes of action asserted by any Transferred Employees arising from such termination, including, without limitation, any claims for severance benefits. Buyer agrees to offer severance benefits to the Transferred Employees in accordance with Buyer's existing severance plan, giving the Transferred Employees Past Service (as hereinafter defined) credit. For purposes of this Article IV, Transferred Employees shall not include any person on disability (including sick leave, short-term disability and long-term disability), layoff or leave of absence or any retirees, COBRA beneficiaries or vested terminations as of the Interim Employment Period Termination Date provided, however, that Buyer agrees to hire any Division Employees of Seller who as of the Interim Employment Period Termination Date are on disability, layoff or leave of absence as soon as the disability, layoff or leave of absence terminates if such employee would have been entitled to reinstatement at the time he or she is available to return to work in accordance with the Seller's personnel policies in effect at the time of the Closing. Buyer shall not assume responsibility for any Transferred Employee until such employee commences employment with Buyer, except to the extent of the Assumed Liabilities and as provided in the Transition Services Agreement.
Employment by Buyer. The parties contemplate that all persons currently employed by Sellers ("Employees") will, on or promptly after the Closing, be hired by Buyer in substantially the same positions and on substantially the same terms and conditions upon which they are currently employed by Sellers. The parties agree that in the event any Employee currently employed by the Barbados Subsidiary is not so hired by Buyer, or is offered a position of employment with Buyer on terms and conditions different from those under which he or she is currently employed by the Barbados Subsidiary, and such Employee as a result becomes entitled to a severance payment under the Barbados Severance Payment Act (CAP 355A of the Laws of Barbados), Buyer shall be solely responsible for such payment as and when due in accordance with such Act.
Employment by Buyer. 9.2.1. Buyer (or any of its Affiliates as designated by Buyer) shall extend offers of employment with terms not derogating from those existed with respect to each Transferred Employee as of the date of the letter of intent executed by the parties on May 5, 2009, effective as of the Closing Date to the Transferred Employees. The main employment terms of such offer are listed on Schedule 9.1.
Employment by Buyer. Buyer agrees that, should the Company or its successor-in-interest continue to employ the employees of Company as of the date of this Agreement, including any employees on authorized leave (each, an “Employee” and, collectively, the “Employees”), during the one-year period immediately following the Closing Date (the “Severance Period”), Buyer shall cause the Company or its successor-in-interest to do so with respect to each such Employee at a compensation level that is not less than the base pay for such Employee as of the date of this Agreement. Subject to Section 6.7(f), nothing in this Section 6.7 requires Buyer to employ or cause the Company or its successor-in-interest to employ an Employee from and after the Closing.
Employment by Buyer. Prior to Closing, Buyer shall extend conditional offers of employment with Southwest Gas Corporation or any of its subsidiaries to Employees, not otherwise identified on Schedule 8.4, subject to successful completion of pre-employment interviews, drug screenings and background investigations. If a conditional offer is accepted by such an Employee (with such Employees referred to for purposes of Article 8 as “Transitioning Employees”), employment with Southwest Gas Corporation or any of its subsidiaries shall become effective immediately after Closing. Buyer shall use commercially reasonable efforts to place Transitioning Employees in positions having duties and functions most closely approximating duties and functions of the positions held by Employees on the date of Closing. Employment with Southwest Gas Corporation or any of its subsidiaries shall supercede employment with Black Mountain and/or Xcel Energy. Buyer will not illegally terminate or discriminate against any such Employee in its employment or hiring practices at or prior to Closing.
Employment by Buyer. Upon the Closing, Buyer may, but shall have no obligation to, offer employment to any employee of Seller.
Employment by Buyer. (a) Except with respect to those Employees of Seller identified on Schedule 6.3.2(a) (the “Excluded Employees”), Buyer shall offer, from and after the Closing Date, employment to all of the Employees of the Business who are employed by or leased to Seller as of the Closing Date; provided, however, that in the event Buyer terminates that number of Employees within 90 days of the Closing Date, which number, in the aggregate, is sufficient to trigger the provisions of the WARN Act, Buyer shall be responsible for all WARN Act liabilities resulting therefrom. Buyer shall offer employment to all the Employees other than the Excluded Employees, on terms substantially comparable to those applicable to their current employment by Seller. Those Employees who accept Buyer’s offer of employment shall be referred to herein as the “Transferred Employees.” Notwithstanding the foregoing, this Agreement is being entered into solely for the benefit of the Parties hereto, and the Parties do not intend that any Employee or any other Person (except as specifically set forth in Section 15 hereto) shall be a third-party beneficiary of the covenants of Buyer or Seller hereunder.
