Direct Employees Sample Clauses

Direct Employees. The Total Personnel Costs associated with a Direct Employee shall be directly charged to Proservices on a monthly basis. See Schedule 1.
Sample 1Sample 2
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Direct Employees. The term "Direct Employees" shall have the meaning set forth in Section 2.2 of this Agreement.
Sample 1
Direct Employees. Until the sooner of the End Date. or such time as each network related employee of Company ("Direct Employee") or independent contractor of Company as listed on Schedule I.C., (1) becomes an employee or independent contractor of Provider or (2) is otherwise requested by Provider to cease performing services relating to the Network Assets (as defined in the Definitive Agreement), Company shall cause each independent contractor who provides services to Company or each Direct Employee who continues in the employment of Company to continue performing services, under the direction and supervision of Provider's management, relating to the operation of the Network Assets. Provider shall, each month, reimburse Company for the monthly base salary of each independent contractor and each Direct Employee as set forth in Schedule I.C. attached hereto plus an amount equal to 30% of each independent contractor's monthly compensation or Direct Employee's monthly base salary. All offers by Provider to Direct Employees and contractors shall be made on the same date and shall be made no later than July 31, 1997. No person listed on Schedule I.C. shall become an employee or contractor, as appropriate, of Provider until Provider offers such persons listed on Schedule I.C. employment or contractor position, as appropriate, and such person accepts that position and commences employment, or, working under contract, with Provider. Provider shall offer all of the persons listed on Schedule I.C. employment or independent contractor contracts, as appropriate, commencing no later than the End Date on terms and conditions no less favorable than such terms and conditions currently enjoyed by each individual Direct Employee or independent contractor. With respect to those former IBM employees who are now Company employees (specifically Tom Xxxxxxxx, Xxm Xxxxx, Xxthxxx Xxxxxx xxx Danixx Xxxx), xhe parties shall cooperate to eliminate the potential for reduction in their pension benefits, by, for example, delaying the commencement date of such employment by Provider or Company continuing to lease each such employee to Provider even after the termination of this Agreement. With respect to those Company employees whose matching contribution to their 401 (k) plan offered by Company has not yet vested, and whose right to otherwise receive such funds shall lapse, if such employees resign from Company to work at Provider, Company shall act to vest such Employees' unvested portion of their 401(k)...
Sample 1

Related to Direct 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.

  • 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.

  • 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.

  • 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.

  • 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

  • Soliciting Employees The Executive promises and agrees that for a period of one year following termination of his employment, he will not, directly or indirectly solicit any of the Company employees who earned annually $50,000 or more as a Company employee during the last six months of his or her own employment to work for any other business, individual, partnership, firm, corporation, or other entity.

  • 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.

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

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