Employment, Consulting and Severance Agreements Sample Clauses

Employment, Consulting and Severance Agreements. Effective as of the Time of Contribution, Newco shall assume, or cause the Newco Group to assume, all liabilities and obligations attributable to Newco Group Continuing Employees and Newco Group Former Employees under their respective employment, consulting and severance agreements with the Company or its Subsidiaries, as the same are in effect immediately prior to the Time of Contribution. Effective as of the Time of Contribution, the Company shall retain, or cause the Company Group to retain, all liabilities and obligations attributable to Company Group Continuing Employees and Company Group Former Employees under their respective employment, consulting and severance agreements with the Company or its Subsidiaries, as the same are in effect immediately prior to the Time of Contribution.
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Employment, Consulting and Severance Agreements. Effective as of the Time of Distribution, GBC shall assume all liabilities and obligations attributable to GBC Employees under their respective employment, consulting and severance agreements with the Retained Companies or the GBC Companies, as the same are in effect immediately prior to the Time of Distribution subject to the rights of GBC to alter such agreements including, without limitation, the rights described in Sections 7.1 and 7.4 hereof except as otherwise provided in the Merger Agreement or this Distribution Agreement. Effective as of the Time of Distribution, the Company shall retain all liabilities and obligations attributable to Retained Employees under their respective employment, consulting and severance agreements with the Retained Companies or the GBC Companies to the extent disclosed in Annex L attached hereto ("Listed Agreements"), as the same are in effect immediately prior to the Time of Distribution subject to the rights of the Company to alter such agreements including, without limitation, the rights described in Sections 7.1 and 7.4 hereof except as otherwise provided in the Merger Agreement or this Distribution Agreement. The Company and GBC agree that the transactions contemplated by this Distribution Agreement shall not constitute severance of employment of any Retained Employee or any GBC Employee.
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Employment, Consulting and Severance Agreements. Except as otherwise provided in this Agreement, effective as of the Effective Time, Newco and the Company shall take all actions necessary (including assignments, if applicable) to ensure that with respect to any employment, consulting, deferred compensation, indemnification, termination, severance or any other agreements with a Newco Employee, a Part D Employee (including an Inactive Part D Employee), a Former Part D Employee or any other former employee of the Company or any of its Subsidiaries to which any member or former member of the Part D Group or Newco Group is a party, as the same are in effect immediately prior to such time: (i) any such agreement with a Newco Employee or former employee of the Company or any of its Subsidiaries other than a Former Part D Employee shall be assumed by Newco; (ii) any such agreement with a Part D Employee or Former Part D Employee shall be assumed by the Company, and in the case of (i) and (ii) Newco or the Company, as the case may be, will become solely responsible for the Liabilities (and solely entitled to the rights) under such agreements. Any such agreement relating to an Inactive Part D Employee shall initially be assumed by Newco, but shall be assumed by the Company as of the date that the Company is required to rehire such Inactive Part D Employee in accordance with the terms of this Agreement or applicable Law. Notwithstanding the foregoing, if any Former Part D Employee or Part D Employee (including any Inactive Part D Employee) is party to an agreement of the type described in this Section 7.06, which agreement includes restrictive covenants that protect the Newco Business, then Newco and the Newco Group shall have the right to enforce such covenants as they relate to the Newco Business and if any Newco Employee or former employee of the Company or any of its Subsidiaries (other than a Former Part D Employee) is party to an agreement of the type described in this Section 7.06, which agreement includes restrictive covenants that protect the Medicare Part D Business, then the Company and the Part D Group shall have the right to enforce such covenants as they relate to the Medicare Part D Business.
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Employment, Consulting and Severance Agreements. Except as otherwise provided in this Agreement, effective as of the Closing, Sellers shall use their reasonable best efforts (which, for this purpose, shall not require the Sellers to deliver any payment or compensation), to have any Transferred Employee set forth in Section 8.10 of the Sellers Disclosure Letter who is a party to an individual agreement that includes a non-competition covenant in favor of the Mexx Canada Business to agree to assignment of such agreement to the Buyers, and the Buyers shall assume all employment agreements; collective agreements; certification orders; consulting, indemnification, termination, severance, Assigned Mexx Canada Benefit Plans, or any other agreements with or in connection with any Transferred Employee or any trade union or association of employees to which any of the Sellers and their respective Subsidiaries is a party as are in effect immediately prior to Closing. Notwithstanding the foregoing, if any former employee of the Mexx Canada Business is party to an agreement which includes restrictive covenants that protect the Mexx Canada Business, then the Buyers and their respective Subsidiaries shall have the right to enforce such covenants as they relate to the Mexx Canada Business and if any Mexx Canada Employee or former employee of a Seller or any of its Subsidiaries is party to an agreement which agreement includes restrictive covenants that protect the Liz Business, then such Seller and its Subsidiaries shall have the right to enforce such covenants as they relate to the Liz Business.
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Employment, Consulting and Severance Agreements. Effective as of the Effective Time, Newco and the Company shall take all actions necessary (including assignments, if applicable) to ensure that with respect to any employment, consulting, deferred compensation, indemnification, termination, severance or any other agreements with a Newco Employee or a Aduddell Employee, to which Aduddell Roofing or Newco Companies xx x xxxty, as the same are ix xxxxxx immediately before such time, any such agreement with a Newco Employee shall be assumed by Newco, and that any such agreement with a Aduddell Employee shall be assumed by the Company, and in respect xx xxxxx Newco or the Company, as the case may be, becomes solely responsible for the obligations and Liabilities (and solely entitled to the rights) under such agreements.
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Employment, Consulting and Severance Agreements. Effective as of the Effective Time and except as set forth in Section 6.7 hereof, Newco and the Company shall take all actions necessary (including assignments, if applicable) to ensure that with respect to any employment, consulting, deferred compensation, indemnification, termination, severance or any other agreements with a Newco Employee or a Sunrise Employee, to which any of the Sunrise Companies or Newco Companies is a party, as the same are in effect immediately prior to such time, any such agreement with a Newco Employee shall be assumed by Newco, and that any such agreement with a Sunrise Employee shall be assumed by the Company, and in respect of which Newco or the Company, as the case may be, becomes solely responsible for the obligations and Liabilities (and solely entitled to the rights) under such agreements.
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Employment, Consulting and Severance Agreements. Effective as of the Time of Distribution, New Gaylxxx xxxll assume all liabilities and obligations attributable to New Gaylxxx Xxxloyees under their respective employment, consulting and severance agreements with the Retained Companies or the New Gaylxxx Xxxpanies, as the same are in effect immediately prior to the Time of Distribution subject to the rights of New Gaylxxx xx alter such agreements including, without limitation, the rights described in Sections 7.1 and 7.4 hereof except as otherwise provided in the Merger Agreement or this Distribution Agreement. Effective as of the Time of Distribution, the Company shall retain all liabilities and obligations attributable to Retained Employees under their respective employment, consulting and severance agreements with the Retained Companies or the New Gaylxxx Xxxpanies to the extent disclosed in Annex L attached hereto ("Listed Agreements"), as the same are in effect immediately prior to the Time of Distribution subject to the rights of the Company to alter such agreements including, without limitation, the rights described in Sections 7.1 and 7.4 hereof except as otherwise provided in the Merger Agreement or this Distribution Agreement. The Company and New Gaylxxx xxxee that the transactions contemplated by this Distribution Agreement shall not constitute severance of employment of any Retained Employee or any New Gaylxxx Xxxloyee.
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Related to Employment, Consulting and Severance Agreements

  • Employment and Consulting Agreements Xxxxxxx X. Xxxx and Xxxx X. Xxxxxx shall have executed and delivered employment agreements with BRI, and Xxxxxx Xxxx shall have executed and delivered a Consulting Agreement with BRI.

  • Employment Agreement On the terms and conditions set forth in this Agreement, the Company agrees to employ the Executive and the Executive agrees to be employed by the Company for the Employment Period set forth in Section 2 hereof and in the position and with the duties set forth in Section 3 hereof. Terms used herein with initial capitalization are defined in Section 10.12 below.

  • Employment Agreements Each of the persons listed on Schedule 9.12 shall have been afforded the opportunity to enter into an employment agreement substantially in the form of Annex VIII hereto.

  • Severance Agreement Any payments of compensation made pursuant to Articles 4 and 5 are contingent on Executive executing the Company’s standard severance agreement, including a general release of the Company, its owners, partners, stockholders, directors, officers, employees, independent contractors, agents, attorneys, representatives, predecessors, successors and assigns, parents, subsidiaries, affiliated entities and related entities, and on Executive’s continued compliance with Section 6. Executive must execute the standard severance agreement and release within 45 days of being provided with the document to sign or the severance agreement offer will expire.

  • Termination and Severance Executive shall be entitled to receive benefits upon termination of employment only as set forth in this Section 4:

  • Consulting Agreements Buyer shall have entered into the Consulting Agreements with the Shareholders.

  • Termination of Employment and Severance Benefits The Executive’s employment hereunder shall terminate under the following circumstances:

  • Termination and Severance Pay A. In the event Employee is terminated by the Board before the expiration of the term of this agreement without just cause, and during that time Employee is willing and able to perform his duties under this Agreement, the Board shall continue to pay Employee's salary for a period of four (4) months after the date of termination (the "Severance Period") and shall continue Employee's then current health insurance coverage for a period of four (4) months. In the event Employer is not able to maintain Employee's health insurance coverage pursuant to the terms of the Township health insurance plan, then Employer shall pay to Employee, for a period of four (4) months, the cost of health insurance premiums at a rate that will continue substantially similar health benefits for Employee and Employee's family, if applicable, as provided under the then current township health insurance plan. In addition, the Board shall pay the cash value of any accrued vacation time. All of the above shall hereinafter be referred to as the Severance Compensation. The parties agree that this Severance Compensation shall constitute Employee's sole and exclusive remedy for termination without just cause B. In the event Employee is terminated by the Board before the expiration of the term of this agreement with just cause, the Board shall have no obligation to pay the Severance Compensation set forth in Section 3A. C. In the event the Board, at any time during the term of this Agreement, reduces the salary or other financial benefits of Employee in a greater percentage than an applicable across- the-board reduction for all employees of the Board, or in the event the Board refuses, following written notice, to comply with any other provision benefiting Employee herein, or Employee resigns following a written request by the Board that he resign, then, in that event, Employee may, at his option, be deemed to be "terminated without just cause" as of the date of such reduction, refusal to comply, or written request and Employee shall be entitled to the Severance Compensation as set forth in Section 3A. as if he were terminated without cause. For the purposes of this paragraph, the Board's failure to grant Employee a raise equivalent to that given any or all other Township Employees shall not be deemed a "reduction" as provided herein. D. In the event Employee desires to voluntarily resign his position with the Board before the expiration of the above term of this employment, then Employee shall give the Board thirty (30) days notice in advance, unless the parties agree otherwise in writing. In the event the Employee voluntarily resigns his position, he shall not be entitled to the severance pay provisions contained in Section 3A hereof. E. For the purposes of Section 3. hereof, "just cause" shall mean the following: (a) The Employee is convicted of a felony; (b) The Employee has failed or neglected to carry out his duties hereunder in any material and significant respect, or has been guilty of misfeasance, malfeasance, or nonfeasance in office for a period of thirty (30) days after written notice to him from the Board specifying the nature of such failure, neglect, misfeasance, malfeasance, or nonfeasance in office, unless such misfeasance, malfeasance, or nonfeasance is so egregious or of such a nature that it is of a criminal nature or it cannot be corrected. F. If the Employee is permanently disabled or is otherwise unable to perform his duties because of sickness, accident, injury, mental incapacity or health for a period of eight successive weeks beyond any accrued sick leave and vacation time, the Board shall have the option to terminate this Agreement, and Employee shall receive the Severance Compensation set forth under Paragraph 3A. above.

  • Consulting Agreement Effective upon Executive’s termination of employment for any reason other than Executive’s termination by the Company for Cause, HCC hereby retains Executive as a consultant (an independent contractor and not as an employee) for a period of five (5) years (the “Consulting Period”). During the Consulting Period, Executive shall serve as Non-Executive Chairman of the Board. Termination of the Term shall not effect the Parties’ rights and obligations under this Section 6, subject to the following: Executive agrees to provide, if requested, 1,000 hours of service (the “Consulting Services”) per year, as required by the Company. Prior to a Change of Control, the Company shall use its best effort to cause Executive to continue as a Director and Chairman of the Board during the term of the Consulting Period. HCC shall pay Executive $450,000 per year of the Consulting Period, payable quarterly, in advance. Executive may elect to delay payment for services, but not the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all of the Company’s benefits as if Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof during the Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, Executive shall have the right to the same benefits for the same purposes and to the same extent as were in effect during the term of this Agreement, provided, however, if Executive ceases to be the Executive Chairman, Executive shall no longer receive Deferred Compensation. The Consulting Services to be provided shall be commensurate with Executive’s training, background, experience and prior duties with the Company Executive shall receive such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determine. Executive agrees to make himself reasonably available to provide such Consulting Services during the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except for the two-year period provided for in Section 5(c). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s travel time shall constitute hours of Consulting Services for purposes of this Section 6. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s office or residence and at the Company’s executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting Services.

  • Conditions of Employment It is a term and condition of employment and of the obligations and rights occurring under this Agreement, that an employee: i) properly use and maintain all appropriate protective clothing and tools and equipment supplied by the Company for specified circumstances; and ii) use any technology and perform any duties which are within the limits of the employee's skill, competence and training: and iii) Understand that termination of employment will be based on job requirements and skills and that the principle of "last on - first off' will not apply. It is the needs and requirements of the Company, together with the efforts, skills and abilities of the employee which will be the determining factors regarding the retrenchment of employees. However, where efforts, skills and abilities are equal then seniority shall take precedence; and iv) maintain commitment to, and comply with the Company's directions (consistent with the objectives of the Agreement) with respect to, safety, quality, site cleanliness and waste management; and v) provide and maintain an adequate kit of tools in accordance with Parent Award requirements; and vi) be committed to the objectives in Clause 4 of this Agreement All new employees (other than casuals) will be engaged on the basis of a 3-month probationary period, which shall count as service. The Company reserves the right to terminate a probationary employee at any time during this 3 month period subject to a week's notice or payment in lieu thereof. The Company's right to employ persons on a specified task and/or specified period basis is acknowledged.

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