Employee Transition. Schedule 4.23 lists all employee of ARC, their term of employment, compensation history (including bonus, if any), benefits and accrued vacation and other amounts payable to each employee. As of the expiration of the day immediately preceding Closing Date, ARC will terminate all employees of the Business who will not be hired by RIGI as indicated by the list delivered to ARC by RIGI in accordance with Section 7.10 hereof (the "Terminated Employees"), and will pay all compensation due the Terminated Employees on or before the seventh day subsequent to the Closing. RIGI will not be responsible for any salaried or hourly health and life insurance obligations incurred prior to the Closing for any Terminated Employee, nor for payment of claims to insureds, or payment of any premiums for coverage prior to the Closing Date. All liabilities of the Business to the Terminated Employees will be retained by ARC, including those accruing by reason of termination by ARC. RIGI shall have the right, in its sole discretion, to determine which of ARC's employees it will hire following the Closing.
Employee Transition. (a) Prior to the Closing, the Company shall use its reasonable commercial efforts to assist Buyer in hiring the services of those TG Employees and consultants of the TG Business identified by Buyer; provided, however, that the Company shall not be required to offer any TG Employees additional monetary or other inducements to achieve that end beyond those in place on the day of this Agreement, all of which shall be borne by the Company. Buyer has informed the Company that it intends to give appropriate consideration to the employment of the TG Employees by Buyer but nothing herein shall be construed as requiring Buyer to continue the employment of any specific TG Employee or to maintain any particular TG Plan.
(b) Prior to the Closing, the Company shall deliver to Buyer a schedule setting forth, with respect to all TG Employees (to the extent permitted by applicable law), their respective employment arrangements and entitlements, including their respective annual salaries or hourly rates, start dates, positions, benefits and severance or reduction-in-force entitlements under the TG Plans.
(c) Subject to any contrary provision in Schedule 1.3, as to those persons who are TG Employees immediately before the Closing or were TG Employees at any previous time, all payments and other benefits due to them (and their beneficiaries and dependents) in respect of their employment by the Company before the Closing, as well as for any severance, termination or reduction-in-force payment payable directly as a result of the consummation of the Sale Transaction, shall be for the account of the Company and the Company shall indemnify Buyer and hold Buyer harmless against, from and in respect of the costs of such payments and benefits and shall retain sponsorship and liability with respect to all TG Plans.
Employee Transition. When employees are transferred due to a building closure, the opening of a new building, or otherwise involuntarily transferred, the District will provide physical assistance and transportation for instructional supplies, materials, and equipment for the affected employee(s). There will be a joint effort on the part of the employee and the District to provide the transition. In addition, the employee will be paid up to two (2) days pay at $25/hr. to compensate for the extra work.
Employee Transition. 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 December 31, 2009.
Employee Transition. Xxxxx REF and Advisor will facilitate and support the Company’s efforts to hire up to thirteen (13) employees of Xxxxx REF and its Affiliates who have been identified by the Company and who, as of the date hereof, perform substantial services for the Company pursuant to the Advisory Agreement (the “Targeted Personnel”), with the Company thereupon assuming all obligations and liabilities arising on or after the Hire Date (as defined below) as a result of such employment. If the Company’s employment of any Targeted Personnel would be prohibited or adversely impacted by any restrictive provision in any agreement benefiting Xxxxx REF, Advisor or any of their respective Affiliates, then Xxxxx REF and Advisor, on behalf of itself or any such Affiliates, hereby release such Targeted Personnel from such restrictive provisions to the extent they are acting on behalf of the Company; provided, however, that this release of restrictive provisions is not intended (1) to accelerate the vesting of any employee compensation awards that would not otherwise vest in accordance with the terms of such award or (2) to affect the confidentiality obligations of any of the Targeted Personnel with respect to information unrelated to the Company or to affect the applicability of such restrictive provisions with respect to actions by any of the Targeted Personnel on behalf of any person or entity other than the Company. The Company shall use its commercially reasonable efforts to hire the Targeted Personnel selected by the Company by January 1, 2014 at such compensation levels and with such benefits as the Company shall determine. The date the Targeted Personnel are actually employed is referred to herein as the “Hire Date.” Xxxxx REF and Advisor shall retain all obligations and liabilities for the Targeted Personnel arising out of or relating to their employment by Advisor or its Affiliates prior to the Hire Date. Without limiting the foregoing, should the Company successfully employ any of the Targeted Personnel as employees of the Company, Xxxxx REF or its Affiliates shall pay such Targeted Personnel any retention awards as if the Targeted Personnel had remained employed by Xxxxx REF or its Affiliates through December 31, 2013. Xxxxx REF or its Affiliates shall pay each Targeted Personnel his or her accrued but unpaid Paid Time Off (“PTO”) as of the Hire Date, and such PTO shall be paid in January 2014. The parties acknowledge and agree that the Company is not assuming any Compens...
Employee Transition. 18- 4.25 ENVIRONMENTAL MATTERS . . . . . . . . . . . . . . . . . . . -18- 4.28 DISCLOSURE. . . . . . . . . . . . . . . . . . . . . . . . . -19- 4.29 BEST EFFORTS. . . . . . . . . . . . . . . . . . . . . . . . -20- ARTICLE 5 REPRESENTATIONS OF RECYCLING. . . . . . . . . . . . . . . . . . . -20- 5.1 DUE INCORPORATION AND QUALIFICATION OF RII SUB. . . . . . . -20- 5.2 DUE INCORPORATION AND QUALIFICATION OF THE PARENT . . . . . -20- 5.3 ARTICLES OF INCORPORATION AND BYLAWS. . . . . . . . . . . . -20- 5.4 AUTHORITY OF RII SUB AND THE PARENT . . . . . . . . . . . . -20- 5.5 STOCK CONSIDERATION . . . . . . . . . . . . . . . . . . . . -21- 5.7 BROKER'S OR FINDER'S FEES . . . . . . . . . . . . . . . . . -21- 5.8 DISCLOSURE. . . . . . . . . . . . . . . . . . . . . . . . . -21- 5.9 BEST EFFORTS. . . . . . . . . . . . . . . . . . . . . . . . -22- ARTICLE 6
Employee Transition a. SSC shall offer, immediately prior to the Effective Date, each Texas A&M building maintenance services employee as of the Effective Date (“Transition Employee”) a position at not less than his or her current salary (“Current Salary”), employment status (full or part-time), and seniority based on initial terms and conditions of employment that are established by SSC; provided that such Transition Employee files for employment with SSC by the Effective Date. SSC’s hiring of the Transition Employees will be contingent on the employees passing all applicable SSC background checks, verification of work authorization, and drug testing (as may be required by U.S. Department of Transportation), which will be performed within fourteen (14) days of the Effective Date such that all Transition Employees shall transition to SSC immediately. SSC shall retain each Transition Employee in that position (subject to any promotions) throughout the Term (including any renewals or extensions) as long as the Transition Employee wishes to remain employed; provided that such Transition Employee has performed the responsibilities of his/her position at a level that merits continuation in his/her position, complies with SSC personnel/human resource policies and procedures; and is not required by Texas A&M to be dismissed or reassigned under Section 4.5(c) of this Agreement. Nothing in this section is intended to grant any rights to any party other than SSC and Texas A&M.
b. Texas A&M shall assume all liability for all claims, costs, or other liabilities, including workers compensation claims or grievances arising from incidents occurring prior to the Effective Date and all accrued benefits such as vacation time, sick time over 80 hours, personal time, and any other paid time off, severance, and pension benefits associated with each Transition Employee arising prior to the Effective Date.
c. SSC will make its standard benefits package available at its standard benefits costs to all Transition Employees hired by SSC, provided that SSC will provide Bridging Credits as defined in subsection d below to Transition Employees.. Subject to Sections 4.2(d) and
Employee Transition. The Seller shall, and the Management Shareholder shall cause the Operator to, cooperate with the Purchaser in order to transfer the Employees to Longtop WFOE or its designated party in accordance with the BATA. The Seller shall ensure that such transfer is effected in material compliance with all applicable Laws and any contractual or other obligations owing to any Government Authority or other individual or entity.
Employee Transition. The Parties shall use their commercially reasonable efforts to (i) establish and have the Companies adopt the Company Plans and (ii) establish all human resource functions necessary to support the day-to-day operations of the Companies and its employees no later than the Closing Date.
Employee Transition. The Plan will further provide that New Lenox may, in its PROGRAMS discretion, assume certain agreements and pre-petition obligations as currently formulated or as modified, including, but not limited to portions of the Company's existing Change in Control, Outplacement, Severance and other benefits and obligations to Company employees (3). PENSION AND RETIREE Pursuant to the Plan, and as a condition to the BENEFIT PLANS effectiveness of the Plan, all existing defined benefit and other pension and/or retiree benefit plans maintained by the Debtors shall be terminated in a manner reasonably acceptable to New Lenox. DEFINITIVE The Company, the agent for the Revolving Loan Lenders, the DOCUMENTATION agent for the Term Loan Lenders, the Postpetition Lenders, and the Exit Facility lender will negotiate in good faith definitive documentation for the Plan consistent with the terms hereof, including, without limitation, a plan support agreement, the DIP Facility, and any necessary documents to effectuate the Plan.
