Employee Transition Sample Clauses
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. (a) As of the Closing Date and for the period through (the “Employee Transition Period”), SSM or an SSM Affiliate shall continue to employ the Company Employees and the Newco Companies and SSM shall enter into employee lease arrangements, in form and substance reasonably satisfactory to the parties and included as a SOW under the SSM Administrative Services Agreement (the “Employee Lease”), pursuant to which SSM will lease the Company Employees to the Newco Companies and be reimbursed for all of the salary and benefit costs associated with such employees. Unless otherwise agreed upon by the parties in writing, SSM shall retain all employee obligations relating to the Company Employees, including all employee benefit obligations, during the Employee Transition Period, subject to reimbursement of costs associated with employment of the Company Employees pursuant to the terms of the Employee Lease Agreement.
(b) As of the end of the Employee Transition Period, the Newco Companies or MSC (as so designated by Medica, “Newco Employer”) shall offer employment to all Company Employees in good standing at current salary levels, in each case subject to evidence that such employees have passed customary employee screening requirements and excluding any employees that will not transition to employment with Newco Employer as mutually agreed upon by the parties. Concurrent with such date, SSM or its Affiliates shall terminate the employment of all Company Employees transitioning to employment with Newco Employer. With respect to each Company Employee transitioning to employment with Newco Employer (collectively, the “Hired Company Employees”), Newco Employer will assume the Contributed Companies’ liability to each such Hired Company Employee as of the end of the Employee Transition Period for (i) vacation, holiday and sick day benefits that have accrued prior to such date, and all related tax benefits, and (ii) wages or salary that have accrued prior to such date, and all related tax benefits (collectively, the “Company Employee Liabilities”). To the extent MSC serves as Newco Employer, the Company Employee Liabilities shall be reimbursed by the Newco Companies to MSC pursuant to an employee lease arrangement which shall be included as a SOW under the Medica Administrative Services Agreement. Except for the Company Employee Liabilities or as otherwise set forth herein, none of Medica, the Newco Companies or their Affiliates shall assume or be liable for any obligations ...
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. 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 a. On or prior to the Internalization Date, the Advisor will facilitate and support the Company’s efforts to hire the employees of the Advisor who, as of the date hereof, work at the Advisor’s Orlando, Florida offices (the “Targeted Personnel”), with the Company thereupon assuming all obligations and liabilities for such personnel arising on or after the hire date; provided, however that the Company will not hire any of the Targeted Personnel without the prior written consent of the Investor.
b. In addition to the requirements set forth in Section 6(a) hereof, the hiring of any of the Targeted Personnel identified on Schedule B hereto (“Key Persons”), will be conditioned upon the execution of an employment agreement between the Company and such Key Person. Any such employment agreement must be reviewed and approved in advance by the compensation committee of the Company and must be made on market terms for persons holding similar positions at similarly situated peer companies as determined by the compensation committee following the compensation committee’s engagement of a qualified third-party compensation consultant for the specific purpose of preparing a peer group compensation study designed to assist the compensation committee in such an analysis.
c. The Advisor hereby releases the Company, together with its officers, directors and agents and the Targeted Personnel from all claims arising from the Company’s efforts to hire the Targeted Personnel. If the Company’s employment of any Targeted Personnel is adversely affected by any restrictive provision in any agreement benefiting the Advisor or any of its Affiliates, then the Advisor, on behalf of itself or any such Affiliates, hereby releases such Targeted Personnel from such restrictive provisions to the extent to their employment by the Company (provided, however, that this release of restrictive provisions is not intended to accelerate the vesting of any employee compensation awards that would not otherwise vest in accordance with their terms or to affect their confidentiality obligations with respect to information unrelated to the Company).
d. The Company will use its commercially reasonable efforts to complete the employee transition as set forth in this Section 6 no later than the Internalization Date unless otherwise agreed by the Company Parties, the Advisor and the Investor pursuant to Section 5(d)(i) hereof.
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 a. SSC shall offer, immediately prior to the Effective Date, each Texas A&M landscape 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 (e) below, SSC will provide a benefits credit to the Transition Employees to help defray some or all of the additional out-of-pocket premium costs, if any, the employee will incur by receiving medical benefits, dental benefits and vision benefits through SSC. This benefits credit will not account for any other out-of-pocket costs in...
Employee Transition. 19- 4.25 ENVIRONMENTAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . -20- 4.26 COMPLIANCE WITH ADA . . . . . . . . . . . . . . . . . . . . . . . . -20- 4.27 DISCLOSURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -20- 4.28 BEST EFFORTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . -20- ARTICLE 5 REPRESENTATIONS OF RECYCLING . . . . . . . . . . . . . . . . . . . . . . . -21- 5.1 DUE INCORPORATION AND QUALIFICATION OF RII SUB. . . . . . . . . . . -21- 5.2 DUE INCORPORATION AND QUALIFICATION OF THE PARENT . . . . . . . . . -21- 5.3 ARTICLES OF INCORPORATION AND BYLAWS. . . . . . . . . . . . . . . . -21- 5.4 AUTHORITY OF RII SUB AND THE PARENT . . . . . . . . . . . . . . . . -21- 5.5 STOCK CONSIDERATION . . . . . . . . . . . . . . . . . . . . . . . . -22- 5.6 BROKER'S OR FINDER'S FEES . . . . . . . . . . . . . . . . . . . . . -22- 5.7 DISCLOSURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -22- 5.8 BEST EFFORTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . -22- 5.9 XXXX-XXXXX-XXXXXX ACT . . . . . . . . . . . . . . . . . . . . . . . -23- ARTICLE 6
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.
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.