Certain Personnel Matters Sample Clauses

Certain Personnel Matters. (a) Compensation of, and bonuses for, all employees of the Retail Operations owed for all periods of employment of such employees through and including the date of this shall be borne and paid for by Yukon. Compensation of and any bonuses for all employees hired by Western for all periods of employment subsequent to the date of this Agreement shall be borne and paid for by Western. All vacation, sick day and holiday pay of all employees of the Retail Operations that have accrued or were earned prior to the date of this Agreement shall be the sole responsibility of Yukon and shall be paid in full prior to the date of this Agreement or accrued on the books of Yukon and remitted to the employee at the time of his or her vacation or holiday. (b) Yukon shall be solely liable and responsible for obligations under any and all deferred compensation, pension, profit sharing, retirement, group insurance, or other employee benefit or welfare plans, written or oral, relating to employees of the Retail Operations, whether or not constituting an "employee benefit plan" under the Employee Retirement Income Security Act of 1974, as amended, that have accrued through and including the date of this Agreement. Western shall be solely liable and responsible for such obligations from the date of this Agreement.
Sample 1
AutoNDA by SimpleDocs
Certain Personnel Matters. Neither Buyer nor any of its Affiliates or representatives shall contact or attempt to contact directly any employees at any time during which they are employed by Seller or its Affiliates, but shall instead coordinate all such efforts only through Seller.
Sample 1
Certain Personnel Matters. (a) Compensation of, and bonuses for, all employees of the Retail Operations owed for all periods of employment of such employees through and including the Closing Date shall be borne and paid for by Seller. Compensation and any bonuses for all employees hired by the Buyer for all periods of employment subsequent to the Closing Date shall be borne and paid for by Buyer. All vacation, sick day and holiday pay of all employees of the Retail Operations which have accrued or were earned prior to the Closing Date, shall be the sole responsibility of the Seller and shall be paid in full prior to the Closing Date, or accrued on the books of Seller and remitted by the Seller to the employee at the time of his vacation or holiday. (b) Effective as at the Closing Date, the Seller will have terminated the employment of all hourly and salaried employees (including managers and executives) of the Retail Operations (collectively, the "Employees"). Buyer may elect to offer continuing employment to a limited number of Employees who are disclosed in a separate writing from Buyer to Seller delivered prior to the Closing Date. Seller shall be liable, and the Buyer shall not be liable, for any severance pay or any other obligations to any Employee of Seller who Buyer shall elect not to offer employment on the Closing Date. All Employees of Seller receiving an offer of employment with Buyer, and accepting such employment, shall not be credited with any seniority earned during their employment with Seller for purposes of calculating their vacation and holiday pay. Subject to the foregoing, the Buyer reserves the sole and absolute right to retain and discharge any employees of Seller that it may engage and, from time to time, modify any terms and conditions of their employment. In the event that Buyer shall elect to subsequently terminate any employee of Seller that it may have engaged, the Buyer's severance pay liability to such Employee, if any, shall be calculated only from and after the Closing Date, and Seller shall be liable for any severance pay that may be calculated for periods prior to or terminating on the Closing Date. (c) Seller shall be solely liable and responsible for all deferred compensation, pension, profit sharing, retirement, group insurance, or other employee benefit or welfare plans, written or oral, relating to Employees of the Retail Operations whether or not constituting an "employee benefit plan" under ERISA, which have accrued through and including th...
Sample 1
Certain Personnel Matters. (a) Compensation of and any bonuses for all employees hired by Buyer for all periods of employment subsequent to the date of this Agreement shall be borne and paid for by Buyer. All vacation, sick day, and holiday pay of all employees of the Retail Operations that have accrued or were earned prior to the date of this Agreement shall be the sole responsibility of Western and shall be paid in full prior to the date of this Agreement or accrued on the books of Western and remitted to the employee at the time of his or her vacation or holiday. (b) Western shall be solely liable and responsible for obligations under any and all deferred compensation, pension, profit sharing, retirement, group insurance, or other employee benefit or welfare plans, written or oral, relating to employees of the Retail Operations, whether or not constituting an "employee benefit plan" under the Employee Retirement Income Security Act of 1974, as amended, that have accrued through and including the date of this Agreement. Buyer shall be solely liable and responsible for such obligations from the date of this Agreement.
Sample 1
Certain Personnel Matters. Compensation of, and bonuses for, all employees of the Retail Operations owed for all periods of employment of such employees through and including the Closing Date shall be borne and paid for by Seller, except for Seller's obligations for commissions to employees of the Retail Operations, which shall be borne and paid for by Seller through and including the Cutoff Date. Compensation of and any bonuses for all employees hired by Western for all periods of employment subsequent to the Closing Date shall be borne and paid for by Western. All vacation, sick day and holiday pay of all employees of the Retail Operations that have accrued or were earned prior to the Closing Date shall be the sole responsibility of Seller and shall be paid in full prior to the Closing Date or accrued on the books of Seller and remitted to the employee at the time of his or her vacation or holiday.
Sample 1
Certain Personnel Matters. (a) Meridian shall have entered into the Consulting Services Agreement with Xxxxxxx Xxxxxxxxx, substantially in the form of Exhibit D. (b) Meridian shall have entered into the Employment Agreement with Xxxxx Xxxxxxxxx, substantially in the form of Exhibit E. (c) The letter or letters to Citizens Employees referred to in Section 5.4, in a form or forms reasonably satisfactory to Citizens and Citizens Mutual, shall have been provided to such Citizens Employees, or arrangements therefor reasonably satisfactory to Citizens and Citizens Mutual shall have been made.
Sample 1
Certain Personnel Matters 
Sample 1
AutoNDA by SimpleDocs

Related to Certain Personnel Matters

  • Personnel Matters 7.1 Verbal or written complaints regarding an employee made to any member of the Administration by any parent, student or other person which is to be placed in any personnel file or which may be used to evaluate or discipline an employee shall be promptly investigated. The employee shall be given prompt notice of such complaint and shall be given the opportunity to respond to the complaint. Unsubstantiated complaints shall not be placed in an employee’s file. 7.2 Each employee shall be entitled to access to his/her personnel file. This review shall take place during an agreed upon time; requests to examine the file need to be made to the Superintendent or his/her designee at least 24 hours prior and shall not be unreasonably withheld. The employee may, if he/she wishes, have a representative of the Association accompany him/her during such review. 7.3 The employee shall have the right to make a response to any material contained in his/her personnel file and such response shall be made a part of said employee’s file. Reproductions of such material may be made by hand or copying machine, if available. 7.4 No disciplinary material will be placed in an employee's personnel file without written or electronic notification to the employee. 7.5 The Board agrees to maintain, as part of its general policy manual, job descriptions for members of the bargaining unit; said policy manual to be made available to each member of the bargaining unit and any new employee. Whenever the District contemplates any changes in job description, the District will notify the Association on the planned action and convene the Job Description Team per the Memorandum of Understanding included in Exhibit 1.

  • Certain Legal Matters The choice of laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Commonwealth of Australia and may be honored by courts located in the Commonwealth of Australia. The Company has the power to submit, and pursuant to Section 18 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the courts provided for in Section 18 hereof, and service of process effected in the manner provided for in Section 18 will be effective to confer valid personal jurisdiction over the Company as provided therein. Except as disclosed in the Prospectus, any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement may be recognized and enforced by courts located in the Commonwealth of Australia. There is no bilateral arrangement between Australia and the United States for the recognition of foreign judgments, however the laws of the Commonwealth of Australia permit an action to be brought in a court of competent jurisdiction in the Commonwealth of Australia to recognize and declare enforceable a final and conclusive judgment of a New York Court of a sum certain against and respecting the obligations of the Company under this Agreement or the Deposit Agreement that is not impeachable as void or voidable under the internal laws of the State of New York, provided that such Australian court is satisfied that (i) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (ii) the New York Court issuing the judgment exercised jurisdiction which Australian courts recognize had jurisdiction in the matter, and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iii) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (iv) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the New York Court; (v) recognition or enforcement of the judgment in Australia would not be contrary to public policy; and (vi) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

  • Certain Additional Matters (a) Any arbitration award shall be a bare award limited to a holding for or against a party and shall be without findings as to facts, issues or conclusions of law (including with respect to any matters relating to the validity or infringement of patents or patent applications) and shall be without a statement of the reasoning on which the award rests, but must be in adequate form so that a judgment of a court may be entered thereupon. Judgment upon any arbitration award hereunder may be entered in any court having jurisdiction thereof. (b) Prior to the time at which an arbitrator is appointed pursuant to Section 8.4, any party may seek one or more temporary restraining orders in a court of competent jurisdiction if necessary in order to preserve and protect the status quo. Neither the request for, or grant or denial of, any such temporary restraining order shall be deemed a waiver of the obligation to arbitrate as set forth herein and the arbitrator may dissolve, continue or modify any such order. Any such temporary restraining order shall remain in effect until the first to occur of the expiration of the order in accordance with its terms or the dissolution thereof by the arbitrator. (c) Except as required by law, the parties shall hold, and shall cause their respective officers, directors, employees, agents and other representatives to hold, the existence, content and result of mediation or arbitration in confidence in accordance with the provisions of Article VIII and except as may be required in order to enforce any award. Each of the parties shall request that any mediator or arbitrator comply with such confidentiality requirement. (d) If at any time the sole arbitrator shall fail to serve as an arbitrator for any reason, the parties shall select a new arbitrator who shall be disinterested as to the parties and the matter in accordance with the procedures set forth herein for the selection of the initial arbitrator. The extent, if any, to which testimony previously given shall be repeated or as to which the replacement arbitrator elects to rely on the stenographic record (if there is one) of such testimony shall be determined by the replacement arbitrator.

  • Transitional Matters (a) Each of the parties acknowledges and agrees that the transition of the Business from the Selling Companies to Buyer will require that certain transactions and relationships will need to be entered into, restructured and reorganized in connection with the transition of the Business from the Selling Companies to Buyer. The parties agree that prior to the Closing Date, the parties shall cooperate with each other to identify all such transactions and relationships and negotiate in good faith to enter into a mutually acceptable Transitional Agreement effective as of the Closing Date, which agreement shall provide for all such transactions and relationships as are reasonably necessary to provide, (i) for (A) the operation of the Business and use of the Purchased Assets by Buyer, (B) the operation and use of the Excluded Assets by Sellers and the Selling Subsidiaries and (C) the separation of the Business, the Purchased Assets and the Assumed Liabilities from Parent and its Affiliates (including the Selling Companies), in each case during the period commencing on and after the Closing Date and ending no later than the one year anniversary of the Closing Date or such longer period as the parties may agree, including the following: (1) the transitioning of the financial systems, assets and hedging valuation systems, asset management systems, payroll and employee benefits systems and any other applicable business operating systems; (2) the provision of rights of access (provided that access to the ALSS Platform shall be governed and limited by the Intellectual Property Rights Agreement and the Services Agreement) to the Parent and its Affiliates to Intellectual Property currently owned (or licensed) by the Selling Companies (and included in the Purchased Assets) and used by Parent or the Selling Companies in the ordinary course of their business, or required by the Selling Companies for the operation and use of the Excluded Assets or Excluded Liabilities; provided, that access to the ALSS Platform and other Software shall be governed solely by the Intellectual Property Rights Agreement and the Services Agreement and, provided further, anything foregoing to the contrary notwithstanding, Buyer shall not be required to disclose or deliver trade secret or confidential information regarding the ALSS Platform, Software or Acquired Intellectual Property unless required by the Intellectual Property Rights Agreement, the Services Agreement or required by law or legal proceedings and under the type of protective provisions in the Intellectual Property Rights Agreement. (3) the provision of rights of access (to the extent not covered by the Intellectual Property Rights Agreement) to Buyer to Intellectual Property currently owned (or licensed) by Parent (or the Selling Companies) and used by the Selling Companies in connection with the Purchased Assets or Assumed Liabilities; (4) moving corporate records related to the Selling Companies; and (5) the provision of office space, computer equipment and supplies sufficient to enable the Selling Companies to complete any transition services; and (ii) for such services and facilities as Sellers and Selling Subsidiaries may require to monitor compliance with, and implementation of the Subservicing Agreement, during its term, including the provision of office space, computer equipment and supplies sufficient to enable Sellers to monitor compliance with the Retained Portfolio Subservicing Agreement throughout its term. (b) In addition to the matters to be identified pursuant to paragraph (a) of this Section 5.12, the Transition Agreement shall specifically provide for the transactions and matters outlined in Section 5.12 of Sellers' Disclosure Schedule. (c) For the purpose of facilitating the transition of the financial system, on or prior to the 15th day prior to the Closing Date, the Selling Companies shall create on their general ledger, a separate general ledger company ("GL Company"), as well as accounts for such GL Company ("Buyer GL Accounts"), which accounts shall be duplicative of the Selling Companies' own accounts ("Seller GL Accounts") and are intended to be used by the Buyer in the operation of the Business, the Purchased Assets and the Assumed Liabilities from and after the Closing Date. From and after the creation of the Buyer GL Accounts, until Closing, the Selling Companies shall maintain such accounts (as duplicate entries on the books of the Selling Companies in the name of the GL Company). From and after Closing until the completion of the transition of the financial system of the Selling Companies, the Buyer shall operate the Business by recording entries using the Buyer GL Accounts, and shall maintain on behalf of the Selling Companies, the Seller GL Accounts on its general ledger. (d) The party receiving service under the Transitional Agreement shall pay to the party providing service the costs incurred by such providing party. Services provided under the Transitional Agreement shall be performed at the same standard as the providing party performs such service for its own account.

  • Personnel Actions Wages, working conditions, and employee benefits shall be established and administered, and personnel actions of every type, including hiring, upgrading, promotion, transfer, demotion, layoff, and termination, shall be taken without regard to race, color, religion, sex, national origin, age or disability. The following procedures shall be followed: a. The contractor will conduct periodic inspections of project sites to insure that working conditions and employee facilities do not indicate discriminatory treatment of project site personnel. b. The contractor will periodically evaluate the spread of wages paid within each classification to determine any evidence of discriminatory wage practices. c. The contractor will periodically review selected personnel actions in depth to determine whether there is evidence of discrimination. Where evidence is found, the contractor will promptly take corrective action. If the review indicates that the discrimination may extend beyond the actions reviewed, such corrective action shall include all affected persons. d. The contractor will promptly investigate all complaints of alleged discrimination made to the contractor in connection with its obligations under this contract, will attempt to resolve such complaints, and will take appropriate corrective action within a reasonable time. If the investigation indicates that the discrimination may affect persons other than the complainant, such corrective action shall include such other persons. Upon completion of each investigation, the contractor will inform every complainant of all of their avenues of appeal.

  • Section 16 Matters Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.

  • General Matters The parties hereto agree that they will, in good faith and with their best efforts, cooperate with each other to carry out the transactions contemplated by this Agreement and to effect the purposes hereof.

  • Certain Business Matters No member of any Group shall have any duty to refrain from (i) engaging in the same or similar activities or lines of business as any member of any other Group, (ii) doing business with any potential or actual supplier or customer of any member of any other Group, or (iii) engaging in, or refraining from, any other activities whatsoever relating to any of the potential or actual suppliers or customers of any member of any other Group.

  • Personnel Policies The School shall adopt, update, and adhere to personnel policies. These policies must be made readily accessible from the School’s website or school office, as described in Section 11.4. 1. If the policy is not available from the School’s website, the School shall submit the current policy to the Commission.

  • Certain Phrases, etc The words (i) “including”, “includes” and “include” mean “including (or includes or include) without limitation,” (ii) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of,” and (iii) unless stated otherwise, “Article”, “Section”, and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Plan of Arrangement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!