ARD Employees Sample Clauses

ARD Employees. With respect to each Business Employee who is employed by Seller or one of its Affiliates in a jurisdiction in which the ARD is applicable and who is not employed by a NewCo Entity immediately prior to the Closing (an “ARD Employee”), Seller and Purchaser accept and agree that the Transactions constitute a relevant transfer for purposes of the ARD and to apply the ARD in all of its provisions, and accept and agree that the terms and conditions of employment of each such ARD Employee who is employed on the Closing Date and does not object to his or her transfer (to the extent such ARD Employee has the right to object) will transfer effective as of the Closing as if such terms and conditions were originally made or agreed between Purchaser or its relevant Affiliate and the applicable ARD Employee. Seller and Purchaser shall, or shall cause their relevant Affiliates to, inform and consult with any labor union, works council, or other collective employee representative group or body to the extent required by the ARD or other applicable Law or Collective Bargaining Agreement and, subject to applicable Data Protection Legislation. Seller and Purchaser shall provide such information and assistance in a timely manner as either party may reasonably require to enable it or any relevant Subsidiary to comply with its obligations under ARD. Notwithstanding the foregoing, if any ARD Employee does not transfer automatically to the relevant Affiliate of Purchaser pursuant to the ARD, Seller and Purchaser shall cooperate to timely identify any such ARD Employee and Purchaser shall (or shall cause its relevant Affiliate to) make a written offer of employment to such ARD Employee, on the terms and conditions consistent with this Section 5.8, applicable Law and the terms and conditions which would have applied had such ARD Employee’s employment transferred pursuant to the ARD. Effective as of the Closing, Seller and its Affiliates shall cease to employ any such ARD Employee who accepts such offer.
Sample 1
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ARD Employees. The parties acknowledge that the Transfer Regulations will apply to the Transactions and pursuant to the Transfer Regulations the Contracts of employment or employment (as applicable) of the ARD Employees will have effect from the Closing as if originally made between the Buyer or an Affiliate of the Buyer and the ARD Employees, except with respect to the ARD Employees’ rights to old age invalidity or survivors’ benefits under any occupational pension scheme as far as provided for by mandatory national Law and subject to any individual objecting to the transfer, and all the Selling Group’s and its Affiliates’ rights, powers, duties and liabilities in connection with such employment Contracts or employment (as applicable) shall transfer automatically to the Buyer or its Affiliates.
Sample 1
ARD Employees. With respect to each Business Employee who is employed by Parent or one of its Affiliates (other than a Transferred Entity) in a jurisdiction in which the ARD is applicable and for whom Parent and Purchaser determine in good faith that the transactions contemplated by this Agreement constitute a relevant transfer for purposes of the ARD (an “ARD Employee”), Parent and Purchaser accept and agree to apply the ARD in all of its provisions, and accept and agree that the terms and conditions of employment of each such ARD Employee will transfer effective as of the Closing as if such terms and conditions were originally made or agreed between Purchaser and the applicable ARD Employee. Parent and Purchaser shall inform and consult in good faith with any appropriate representatives of the ARD Employees to the extent required by applicable Law.
Sample 1

Related to ARD 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.

  • 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

  • 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.

  • Non-U.S. Employees If the Executive is a foreign national, located outside the United States, not compensated from a payroll maintained in the United States, or otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, the Committee may apply or interpret the terms and conditions of this Award in a manner that, in the Committee’s judgment, may be necessary or desirable to comply with such legal or regulatory provisions.

  • 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.

  • Affected Employees Affected Employees" shall mean employees of the Seller who are employed by Buyer immediately after the Closing Date.

  • Key Employees The Adviser is not aware that (i) any of its executives, key employees or significant group of employees plans to terminate employment with the Adviser or (ii) any such executive or key employee is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by either the Adviser’s present or proposed business activities, except, in each case, as would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect.

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