Employee Leasing. During the Term (as defined in Section 4(a) below), Seller shall instruct the Employees (as defined below) to devote their full time and energy to perform those duties, functions and services as were performed by the Employees for the benefit of the Business immediately prior to the Closing Date (the “Employee Services”). All work and services by the Employees hereunder will be performed at the same locations as such work and services were performed by such Employees immediately prior to the Closing Date.
Employee Leasing. (a) Section 6.1(a) of the Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:
Employee Leasing. (a) At Purchaser's request from time to time made in accordance with the Conversion Protocols, Sellers will lease to Purchaser any Business Employee so requested by Purchaser (each such Business Employee, a "SELLERS' LEASED EMPLOYEE") until the earlier of (1) the Business Employee's becoming an Accepting Employee and (2) Sellers' Shutdown Date (with respect to each Sellers' Leased Employee, the "SELLERS' LEASE PERIOD") to perform (1) such services as are substantially comparable to those services that were performed by the Sellers' Leased Employee before the Closing for the Business and/or (2) such services as Purchaser reasonably requests in accordance with the Conversion Protocols in connection with the Conversion and Purchaser's operation of the Business during the Sellers' Lease Period (such services, collectively, the "SELLERS' LEASED EMPLOYEE SERVICES"); and
(b) At Sellers' request from time to time made in accordance with the Conversion Protocols, Purchaser will lease to Sellers any Accepting Employee so requested by Sellers (each such Accepting Employee, a "PURCHASER'S LEASED EMPLOYEE") until Sellers' Shutdown Date (the "PURCHASER'S LEASE PERIOD") to perform such services as may be reasonably necessary for Sellers to satisfy their obligations to service the Business after the Closing pursuant to the Purchase Agreement and the Conversion Protocols (such services, collectively, the "PURCHASER LEASED EMPLOYEE SERVICES").
(c) Notwithstanding the foregoing, the parties acknowledge that Sellers are likely to need to staff a number of their foreign offices beyond the Sellers' Shutdown Date in connection with the wind down of such offices and, in particular, Sellers are likely to be required by Governmental Authorities in the jurisdictions in which such foreign offices are located to maintain branch managers and/or representatives until licenses can be surrendered in an orderly fashion in accordance with applicable Legal Requirements. Accordingly, and to accommodate such situations abroad, the parties agree that Sellers' Lease Period and the Purchaser's Lease Period may be extended at the election of either Sellers or Purchaser (by notice to such other party) for a period not to exceed 180 days (or 270 days to the extent required by Legal Requirements) beyond the Sellers' Shutdown Date to accommodate (i) the leasing by Purchaser of Sellers' Business Employees resident in Sellers' foreign offices to the extent Sellers retain such employees and (ii) the leas...
Employee Leasing. Company (PEO) Can Be Responsible For Payroll Taxes; PEO Officer Liable For 100% Trust Fund Penalty For PEO’s Failure To Pay Tax.
Employee Leasing. (a) Provision of Leased Employees. Subject to the terms and conditions of this Section 5.2, the Partnership shall furnish to Purchaser during the Employee Leasing Term the services of the Current Business Employees to perform the functions and services that were performed by the Current Business Employees as of immediately prior to the Closing Date (the “Leased Employees”). All Leased Employees shall perform their usual and customary functions for a period not to exceed the Employee Leasing Term. During the Employee Leasing Term, the Partnership shall (i) use its reasonable efforts to cause each of the Leased Employees to continue to be employed by the Partnership and (ii) direct each of the Leased Employees to continue to provide to the Partnership the services and perform the functions that such individual provided to the Partnership immediately prior to the Closing Date (together with reasonable modifications of such functions in the ordinary course of business as requested by Purchaser).
(b) Status of Leased Employees. Leased Employees providing services to Purchaser under this Section 5.2 shall at all times during the Employee Leasing Term remain employees of the Partnership. Purchaser shall have the right to request that the Partnership remove any Leased Employee as a service provider to the Purchaser. The Partnership shall have the ultimate authority to make all hiring and termination decisions with respect to the Leased Employees; provided, that the Partnership shall make reasonable efforts to accommodate Purchaser’s needs and desires in operating the Business. The Partnership shall retain the sole and exclusive right to select, evaluate, hire, promote, discipline and terminate all Leased Employees.
Employee Leasing. Seller shall continue to employ Seller's employees and shall employ DDIC's employees through January 31,2000 on the same basis such employees had been previously employed, except Xxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxxxx who will be employed by Buyer. Seller shall lease such employees to Buyer through January 31,2000, at which xxxx Xxxxxx shall terminate such employees and Buyer may hire such employees. Buyer shall reimburse Seller for all normal out-of-pocket expenses, including but not limited to salaries, wages, employer's share of all payroll taxes, benefits and related payroll expenses (excluding costs resulting from litigation, damage and injury claims arising from acts of the employees) incurred from the Closing Date through January 31,2000, in connection with Seller's employment of such persons in order to lease them to Buyer. Seller shall be solely responsible for withholding and remittance of taxes. Seller shall invoice Buyer for the costs incurred and provide Buyer with a detailed report itemizing the expenses incurred by Seller on a weekly basis. Buyer shall promptly reimburse Seller for such costs. Buyer shall indemnity Seller for any claims, damages and litigation arising from actions or directions given to such employees by Buyer.
Employee Leasing. During the Term of this agreement and for a six (6) month period following the end of the Term, Consultant may lease personnel of the Business to perform duties and responsibilities of Consultant under Consultant's contracts. ASI may lease Consultant's personnel to perform duties and responsibilities of ASI under ASI's contracts. The rate for such employee leasing shall be provided in Exhibit III. Consultant, in its sole discretion, shall manage the leasing of employees by both Consultant and ASI, provided, however, that Consultant shall seek to optimize the use of personnel for the benefit of ASI's contracts.
Employee Leasing. The parties hereto shall use their commercially reasonable efforts to (i) establish and have Opco adopt the Company Plans, and (ii) establish all human resource functions necessary to support the day-to-day operations of Opco and its employees no later than September 30, 2009. Notwithstanding the provisions of this Section 5.5, in order to facilitate an orderly transition of the Business, if Buyer reasonably determines that the Company Plans and the human resource functions necessary to support the day-to-day operations of Opco and its employees will not be established and the necessary open enrollment of the Applicable Employees will not be completed by such date, then Buyer shall so notify Seller with not less than 30 days notice prior to such date and Seller shall lease the Applicable Employees until December 31, 2009 pursuant to the Master Employee Leasing Agreement to Opco under the terms set forth therein.
Employee Leasing. If mutually determined prudent prior to Closing (including in order to prevent a delay to Closing due to any employee on-boarding issues), Buyer and Seller shall enter into a commercially reasonable employee leasing agreement, which agreement shall lease a select number of Seller employees to Buyer for a reasonable period.
Employee Leasing. From the Agreement Date, Unisys will subcontract (or "Lease") the services of some or all of the UHS employees set forth on EXHIBIT 29 until such employees are transitioned to Unisys or otherwise unavailable as set forth in this ARTICLE 32. Such UHS employees shall remain on the UHS payroll, but technical work direction shall be provided by Unisys employees. Unisys shall provide work direction to such UHS employees in accordance with existing UHS rules, regulations and this Agreement. Any human resource matter relating to any of these UHS employees, including, but not limited to discipline, shall be referred to UHS for resolution.
