Divestiture Assistance Sample Clauses

Divestiture Assistance. The Company shall, and shall cause the Company Subsidiaries to, use commercially reasonable efforts to cooperate with Parent’s and/or Merger Sub’s reasonable requests for assistance in connection with a potential sale of the Company’s and/or any Company Subsidiaries’ interests in (a) all Company Properties located in the United Kingdom and (b) Company Properties having an aggregate fair market value not in excess of 10% of the aggregate fair market value of all Company Properties located in the United States, in each case including by means of sale or transfer of equity interests of applicable Company Subsidiaries (a Company Property potentially to be sold under clause (a) and (b), a “Potential Divestiture”), which would be undertaken by Parent at or after the Company Merger Effective Time; provided, that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) cause the Company Advisor, the Company Sub-Advisor and the Company’s Representatives to provide reasonable assistance with the preparation of confidential information memorandums, presentations or similar materials relating to any such Potential Divestiture and to participate in a reasonable number of meetings and/or property tours with Persons evaluating any such Potential Divestiture, as may be requested by Parent; and (ii) deliver to Parent any existing financial information pertaining to the Company, the Company Subsidiaries, and any Company Property reasonably requested by Parent in connection with a Potential Divestiture that is (x) reasonably necessary to complete such Potential Divestiture and (y) customarily used in a divestiture or sale of assets or equity interest of the type contemplated by a Potential Divestiture; and (iv) reasonably cooperate with Parent and/or Merger Sub to obtain any third-party consents that are necessary, proper or advisable to consummate a Potential Divestiture at the Company Merger Effective Time or immediately thereafter (it being understood that the Company and the Company Subsidiaries shall have no obligation to secure any required third-party consents, which shall be the sole obligation of Parent). None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company, it...
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Related to Divestiture Assistance

  • Employee Assistance Drug and alcohol counseling, rehabilitation, and employee assistance are available from or through the Employer’s employee assistance program provider(s) (E.A.P.).

  • Divestiture If Grantee’s employment with the Company or a Subsidiary terminates as the result of a divestiture, then the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto shall become nonforfeitable in accordance with the terms and conditions of Section 1(a) as if Grantee had remained in the continuous employ of the Company or a Subsidiary from the Date of Grant until the fifth anniversary of the Date of Grant or the occurrence of a circumstance referenced in Section 2(a) or 2(b), whichever occurs first. For the purposes of this Agreement, the term “divestiture” shall mean a permanent disposition to a Person other than the Company or any Subsidiary of a plant or other facility or property at which Grantee performs a majority of Grantee’s services whether such disposition is effected by means of a sale of assets, a sale of Subsidiary stock or otherwise.

  • Outplacement Assistance 12.1 Following a termination of employment, other than for Cause, the Executive shall be reimbursed by the Company for the costs of all outplacement services obtained by the Executive within the two (2) year period after the Effective Date of Termination; provided, however, that the total reimbursement shall be limited to an amount equal to twenty percent (20%) of the Executive’s Base Salary as of the effective date of termination.

  • EMPLOYMENT ASSISTANCE I understand that the College has not made and will not make any guarantees of employment or salary upon my graduation. The College will provide me with placement assistance, which will consist of identifying employment opportunities and advising me on appropriate means of attempting to realize these opportunities. I authorize HCI College’s representatives to contact potential employers for the purpose of advocating on my behalf and release my name and job application materials, including, but not limited to, my cover letter, resume, and transcript to prospective employers. I authorize HCI College and its third-party vendors to contact my employer to verify pertinent employment information for my graduate record.

  • Dependent Care Assistance Program The County offers the option of enrolling in a Dependent Care Assistance Program (DCAP) designed to qualify for tax savings under Section 129 of the Internal Revenue Code, but such savings are not guaranteed. The program allows employees to set aside up to five thousand dollars ($5,000) of annual salary (before taxes) per calendar year to pay for eligible dependent care (child and elder care) expenses. Any unused balance is forfeited and cannot be recovered by the employee.

  • Employee Assistance Program (EAP) Section 1. The Employer agrees to provide to the Union the statistical and program evaluation information provided to management concerning Employee Assistance Program(s). Section 2. No information gathered by an Employee Assistance Program may be used to discipline an employee. Section 3. Employees shall be entitled to use accrued sick leave for participation in an Employee Assistance Program. Section 4. Each university will offer training to local Union Stewards on the Employee Assistance Program available in their university, on university time, where an Employee Assistance Program is available.

  • Employee Assistance Programs Consistent with the University's Employee Assistance Program, employees participating in an employee assistance program who receive a notice of layoff may continue to participate in that program for a period of ninety (90) days following the layoff.

  • Employee Assistance Program Neither the fact of an employee's participation in an employee assistance program, nor information generated by participation in the program, shall be used as a reason for discipline under this Article, except for information relating to an employee's failure to participate in an employee assistance program consistent with the terms to which the employee and the University have agreed.

  • Employee Assistance Plan The District will provide an Employee Assistance Plan (EAP) which allows each employee to refer themselves confidentially to the EAP provider. To protect confidentiality, any data which the provider transmits to the District shall be summary only. The Employee Assistance Plan will include individual and/or family counseling.

  • Transition Assistance If this Contract is not renewed at the end of this term, if the Contract is otherwise terminated before project completion, or if particular work on a project is terminated for any reason, Contractor shall provide transition assistance for a reasonable, mutually agreed period of time after the expiration or termination of this Contract or particular work under this Contract. The purpose of this assistance is to allow for the expired or terminated portion of the services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such services to State or its designees. The parties agree that such transition assistance is governed by the terms and conditions of this Contract, except for those terms or conditions that do not reasonably apply to such transition assistance. State shall pay Contractor for any resources utilized in performing such transition assistance at the most current Contract rates. If State terminates a project or this Contract for cause, then State may offset the cost of paying Contractor for the additional resources Contractor utilized in providing transition assistance with any damages State may have sustained as a result of Contractor’s breach.

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