During the Transition Period. Except for the Spinco Plans described in Articles III, V, VII and VIII herein, until the Transition Period End Date, MSG Entertainment and each member of the MSG Entertainment Group that presently participates in a particular Spinco Plan may continue to be a Participating Company in such Spinco Plan, and MSG Entertainment and Spinco shall take all necessary action to effectuate each such continuation. MSG Entertainment and each member of the MSG Entertainment Group shall pay Spinco for any MSG Entertainment Employee or Former MSG Entertainment Employee’s participation in the Spinco Plans.
During the Transition Period. During the Transition Period, if Executive’s employment is terminated by Executive pursuant to Section 6(a) hereof, or by Gannett pursuant to Section 5(e) hereof, and conditioned upon and subject to Executive executing a valid release agreement releasing Gannett, its affiliates, and their respective employees, directors and agents, from any and all claims which Executive has or may have against such parties arising out of Executive’s employment (the “Release”), the following shall apply:
During the Transition Period. During the Transition Period, in lieu of payment of a Base Salary, Company will pay or cause to be paid to Executive in cash, in periodic installments not less frequently than monthly, an amount equal to $500,000 (the "Transition Payment") for each year of the Transition Period; provided, however, that Company's obligation to pay such Transition Payment during the Transition Period shall terminate immediately upon any breach by Executive of his duties under SECTION 3(B) or of the restrictive covenant provisions of SECTION 12. Notwithstanding such cessation of payment upon a breach of the restrictive covenant provisions of SECTION 12, Company shall retain the right to fully enforce the restrictive covenant provisions. In the event that a Change of Control occurs after the Transition Period has commenced, the aggregate amount of the unpaid Transition Payment payable for the period measured from the date of the Change of Control through the end of the Transition Period will be paid to Executive by Company in a single sum payment on the date that the Change of Control occurs, but Executive's obligations under SECTION 3(B) shall remain intact and Company shall retain the right to fully enforce the restrictive covenant provisions of SECTION 12. In the event that the Transition Period commences on or after a Change of Control (as defined in SECTION 10(C)) as a result of a termination of employment under the circumstances described in SECTION 10(C), Executive shall receive the amounts and benefits set forth in SECTION 10(C) in lieu of the amounts set forth in this SECTION 4(B), but Executive's obligations under SECTION 3(B) shall remain intact and Company shall retain the right to fully enforce the restrictive covenant provisions of SECTION 12.
During the Transition Period. During the Transition Period, Executive will (i) be employed by Company as a part-time employee providing, at the request and direction of the Chief Executive Officer and/or Board, not more than 500 hours of service per 12-month period (at mutually agreed-upon times) at the Company’s offices in Annapolis, Maryland, such services to be commensurate with the general nature of services performed by Executive or other executive-level employees of Company during the Employment Term or of a nature that the Chief Executive Officer and/or Board determines is necessary or desirable to transition Executive’s position to his successor, and (ii) have such title, or no title, as shall be determined by the Chief Executive Officer and/or Board in his or its discretion.
During the Transition Period. Except as otherwise expressly provided for in this Agreement, and except for the EWS Benefit Plans described in Articles VI, VII, and VIII herein, until the Transition Period End Date, SNI and each member of the SNI Group that presently participates in a particular EWS Benefit Plan may continue to be a Participating Company in such EWS Benefit Plan, and EWS and SNI shall take all necessary action to effectuate each such continuation.
During the Transition Period. (a) At any time during the Transition Period, either Party shall be entitled to request ATI from the other Party or its Affiliates regarding:
During the Transition Period. Sellers shall enable Purchaser to continue conducting a confirmatory due diligence with respect to the Sold Business at Purchaser’s own costs. During such confirmatory due diligence, Sellers shall in particular (i) grant Purchaser full access to all financial data regarding the Sold Business (provided that such access may only be indirect in the presence of an employee or auditor of the Sellers) and (ii) provide Purchaser with all information and employee access (including to the relevant sales teams) required to conduct its confirmatory due diligence as required to reasonably conduct the confirmatory due diligence.
During the Transition Period. (i) TRW will permit WI reasonable access to its facilities such that WI is able to use the Capital Assets then in such facilities as and when needed, (ii) TRW will not charge WI any storage, facilities or other fees in connection with the Capital Assets, and (iii) TRW will maintain at its sole cost and expense the Capital Assets in good working order, subject to normal wear and tear.
During the Transition Period. Subject to Executive’s execution, non-revocation and compliance with this Agreement, during the Transition Period: (i) Executive shall continue to receive his annual base salary, at the rate in effect as of the date of this Agreement; (ii) Executive shall continue to be eligible to participate in the Company’s employee benefit plans to the same extent as similarly situated employees, subject to the terms of such plans; (iii) Executive’s outstanding equity awards shall continue to vest in accordance with the terms of the applicable Restricted Stock Unit Award Agreements, Performance Unit Award Agreements and Stock Option Agreements (collectively, the “Award Agreements”); and (iv) Executive shall continue to be eligible for reimbursement of business expenses pursuant to the Company’s expense reimbursement policy to the same extent as similarly situated employees.
During the Transition Period. The Parties contemplate that a mutual Transition Services Agreement will be necessary for them to administer these Retiree Medical Programs. The Parties also agree not to amend, terminate, or merge the Retiree Medical Programs during the Transition Period, except as may be required under Applicable Law.
