Common use of Employee and Related Matters Clause in Contracts

Employee and Related Matters. (a) Buyer will not have any liability or obligation to employ or offer employment to any employee of Seller, except for the Members and the Director of Nursing, in connection with the transactions contemplated hereby. Seller hereby authorizes Buyer to enter into discussions with any of its employees concerning the future employment of such individual by Buyer; provided, however, that (i) such discussions will not be commenced prior to the giving of notice by Seller to the employees of Seller of the transactions contemplated by this Agreement; and (ii) all such discussions will be conducted in such a manner as not to interfere unreasonably with the business operations of Seller. The terms and conditions of such employment will be established by Buyer in its sole discretion. (b) Buyer will not be obligated under, and hereby specifically disclaims any assumption or liability with respect to, any pension plan, welfare plan or compensation plan. Seller will indemnify, defend and hold harmless Buyer and its affiliates from and against any liability, expense, cost, tax or obligation of any nature with respect to such current or former employee or other individual arising in connection with group health plan coverage. (c) Buyer and Buyer Parent shall have no liability whatsoever and Seller shall retain, bear and discharge all liabilities and obligations (whether absolute, contingent or otherwise) relating to workers' compensation claims made by (i) any employee filed or presented before the Closing Date, (ii) any employee filed or presented after the Closing Date but relating to claims and/or injuries first arising before the Closing Date and (iii) any employee or former employee of Seller who does not become an employee of Buyer.

Employee and Related Matters. (a) Buyer will not have any liability or the obligation to employ or offer employment to any each employee of Seller, except for the Members and the Director of Nursing, Seller at each employee's current salary or pay rate on an at-will basis only in connection with the transactions contemplated hereby. Seller hereby authorizes Buyer to enter into discussions with any of its employees concerning the future employment of such individual by Buyer; provided, however, that (i) such discussions will not be commenced prior to the giving of notice by Seller to the employees of Seller of the transactions contemplated by this Agreement; and (ii) all such discussions will be conducted in such a manner as not to interfere unreasonably with the business operations of Seller. The terms and conditions of such employment will be established by Buyer in its sole discretion. (b) Buyer will not be obligated under, and hereby specifically disclaims any assumption or liability with respect to, any pension plan, welfare plan or compensation plan. Seller will indemnify, defend and hold harmless Buyer and its affiliates from and against any liability, expense, cost, tax or obligation of any nature with respect to such current or former employee or other individual arising in connection with group health plan coverage. (c) Buyer and Buyer Parent shall have no liability whatsoever and Seller shall retain, bear and discharge all liabilities and obligations (whether absolute, contingent or otherwise) relating to workers' compensation claims made by (i) any employee filed or presented before the Closing Effective Date, (ii) any employee filed or presented before or after the Closing Date but relating to claims and/or injuries first arising before the Closing Effective Date and (iii) any employee or former employee of Seller who does not become an employee of Buyer.