Continuation and Offers of Employment; Allocation of Liabilities Sample Clauses

Continuation and Offers of Employment; Allocation of Liabilities. (a) Seller shall cause each Business Employee who is employed as of immediately prior to the Closing to be employed by a Transferred Entity as of immediately prior to the Closing, other than as provided in this Section 6.1(a). In lieu of the foregoing, Purchaser may or may cause the Operator to offer employment (contingent upon and effective as of the Closing Date) to each Business Employee who is employed as of immediately prior to the Closing, with each such offer to be (i) consistent with a form of offer letter or form of welcome letter, as determined by Purchaser after good faith consultation with Seller, (ii) to provide for employment on terms and conditions consistent with the provisions of this Article VI, (iii) to provide for the same job location (or, for Business Employees who are not Represented Employees, a job location that is no more than fifty (50) miles from the employee’s job location as of the date of this Agreement) as of immediately following the Closing, (iv) to provide for a work schedule as of immediately following the Closing that is no less favorable than that applicable to the employee as of immediately prior to the Closing, and (v) to offer a position with the same job title and responsibilities as of immediately following the Closing as the employee’s job title and responsibilities as of immediately prior to the Closing. If Purchaser causes the Operator to offer employment to the Business Employees pursuant this Section 6.1, then each commitment and obligation of Purchaser and its Affiliates under this Article VI shall apply equally to the Operator and Purchaser shall take all action necessary to cause the Operator to comply with such commitments and obligations. Each Business Employee who is employed by a Transferred Entity as of immediately prior to the Closing or who is offered and accepts employment with an Operator, as applicable, shall be referred to herein as a “Transferred Business Employee”. Except as expressly provided in this Agreement, from and following the Closing, Purchaser (or an Operator with respect to any Transferred Business Employee employed by an Operator) shall assume all Liabilities related to the Transferred Business Employees, including under the Collective Bargaining Agreements and the Transferred Entity Benefit Plans (but excluding for the avoidance of doubt, liabilities relating to the Seller Benefit Plans). Seller shall periodically update the Employee List prior to Closing to reflect new hires, emp...
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Related to Continuation and Offers of Employment; Allocation of Liabilities

  • Other Compensation and Fringe Benefits In addition to any executive bonus, pension, deferred compensation and long-term incentive plans which Company or an affiliate of Company may from time to time make available to Employee, Employee shall be entitled to the following during the Employment Term:

  • Severance Compensation and Benefits Not in Derogation of Other Benefits Anything to the contrary herein contained notwithstanding, the payment or obligation to pay any monies, or granting of any benefits, rights or privileges to Executive as provided in this Agreement shall not be in lieu or derogation of the rights and privileges that the Executive now has or will have under any plans or programs of or agreements with the Company, except that if the Executive received any payment hereunder, the Executive shall not be entitled to any payment under the Company’s severance policy for officers and directors.

  • Termination and Termination Benefits Notwithstanding the provisions of Section 3, the Executive's employment under this Agreement shall terminate under the following circumstances set forth in this Section 6.

  • Vacation and Fringe Benefits During the Employment Period, the Executive shall be entitled to paid vacation and fringe benefits at a level that is commensurate with the paid vacation and fringe benefits available to the Executive immediately prior to the Effective Date, or, if more favorable to the Executive, at the level made available from time to time to the Executive or other similarly situated officers at any time thereafter.

  • Continuation and Termination This Agreement shall become effective on the date first written above, subject to the condition that the Fund's Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the 1940 Act) of the Manager, xxx xxe shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two (2) years from the effective date of this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually (i) by the vote of a majority of the Board of Directors of the Fund, or (ii) by vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided continuance is also approved by the vote of a majority of the Board of Directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund or txx Xxxxxer, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may not be amended in any material respect without a majority vote of the outstanding voting shares (as defined in the 1940 Act). However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shaxx xx xxfective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated by the Fund at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of Directors of the Fund or by a vote of a majority of the outstanding voting shares of the Fund, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days' written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days' written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its "assignment" as described in the 1940 Act.

  • Compensation and General Benefits As compensation for his services under this Agreement, the Executive shall be compensated as follows:

  • Compensation and Fringe Benefits (a) The Company shall, during the Term of Employment, pay to the Executive as compensation for the performance of his duties and obligations a salary of $240,000 per annum. This compensation is subject to annual review and adjustment, as appropriate in the judgment of the Company. The compensation payable pursuant to this Section 5(a) shall be payable in equal semi-monthly installments on the last day of each such pay period.

  • Continuation of Welfare Benefits For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents life, disability, accident and health insurance benefits and other benefits and perquisites (including employee stay rates) substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. Benefits otherwise receivable by the Executive pursuant to this Section 6(a)(2) shall be reduced to the extent benefits of the same type are received by the Executive from another employer during the twenty-four (24) month period following the Executive's termination of employment; provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason.

  • Compensation and Limitation of Liability 14 Section 1.

  • Effect of Termination on Compensation In the event this Agreement is terminated prior to the completion of the Employment Period or any period of renewal, Employee shall be entitled to the compensation earned by him prior to the date of termination as provided for in this Agreement computed pro rata up to and including that date. Employee shall be entitled to no further compensation as of the date of termination.

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