Employment Transition Provisions Sample Clauses

Employment Transition Provisions. (i) Seller shall furnish its employees, their representatives and appropriate governmental authorities such notice as may be required of Seller by and in accordance with applicable laws and regulations, including, without limitation, any mass lay-off laws for events that occur prior to Closing which require such notices; Purchaser shall be responsible for all such notices for events which occur on or after Closing. Seller shall be solely responsible for providing continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") to Scheduled Employees and their dependents who are qualified beneficiaries (as defined in Section 4980B(g)(1) of the Code) and Seller shall indemnify Purchaser for any and all loss, cost, or expense relating to any and all outstanding obligations, liabilities and claims arising under COBRA and relating to Seller's employment of Scheduled Employees. Each person employed by Seller in the Business and to be employed after the Closing by Purchaser in accordance with Section 5(a) hereof shall cease to be an employee of Seller effective immediately following the Closing. In addition, except for those items set forth in Section 4(a) hereof, Seller shall pay or provide for all other employee benefits maintained by Seller for all periods prior to and including the Closing Date, all in accordance with applicable law. (ii) Purchaser and Seller agree to use their commercially reasonable efforts to enable the Scheduled Employees to transfer their aggregate account balances from Seller's 401(k) plan to Purchaser's 401(k) plan. Seller shall amend its 401(k) plan to transfer an amount equal to the account balances of the Scheduled Employees in the Seller's 401(k) plan valued at the most recent valuation date preceding the date the transfer is made to Buyer's 401(k) plan. The transfer will be accomplished by way of a single transfer of plan assets, except that any outstanding participant loans from the Seller's 401(k) plan to Scheduled Employees that are not in default may be transferred in kind to the extent not repaid prior to the transfer. Seller and Purchaser agree to cooperate fully and to file in a timely manner whatever reports, forms, and notices (including, without limitation, Form 5310-A) as necessary or appropriate under applicable law as a result of, and to effect, the transfer. Seller agrees to provide to Purchaser in a timely manner all information and documentation concerning its 401(k) plan...
Sample 1
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Employment Transition Provisions. Effective as of the close of business on the day immediately preceding the Closing Date and upon occurrence of the Closing, Seller shall terminate the employment of each person employed by Seller at the Purchased Facilities unless transferred to another location by agreement between such employee and Seller. As soon as practicable after the Closing, Seller shall pay each such person all accrued wages, salary, accrued and earned vacation and other employee compensation payments for all periods prior to the Closing Date. In addition, Seller shall pay or provide for all other employee benefits maintained by Seller for all periods prior to the Closing Date, all in accordance with applicable law.
Sample 1
Employment Transition Provisions. All employees of Seller employed in the Business and specifically listed in Schedule 6.10 hereto (the “Available Employees”) not hired by Buyer as of the Closing Date will remain in the employ of Seller or will be terminated by Seller at Seller’s discretion. All of the Available Employees who have accepted employment with Buyer (each a “Hired Employee”) as of the Closing Date will be terminated by Seller no later than the Closing Date. On the Closing Date, or as soon as practicable thereafter or as otherwise agreed between such Hired Employee and Seller, but in any event no later than the earlier of the date required by applicable law or the date that would otherwise have been the next regularly scheduled payday for each such person, Seller will pay each Hired Employee all accrued wages, salary, commission, bonus and other employee compensation payments for all periods prior to the Closing Date. In addition, Seller will pay or provide such Hired Employee all other employee benefits maintained by Seller for all periods prior to the Closing Date, all in accordance with applicable law, and will satisfy all obligations imposed by applicable federal or state law (including without limitation the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended) relating to health and other benefit continuation privileges for any such Hired Employee. 6.
Sample 1
Employment Transition Provisions. Seller shall terminate the -------------------------------- employment of each person listed on Exhibit C, effective immediately prior to the Closing. On the Closing Date, or as soon as practicable thereafter, but in any event no later than the earlier of the date required by applicable law or the date that would otherwise have been the next regularly scheduled payday for each such person, Seller shall pay each such person all accrued wages, salary, vacation, commission, bonus and other employee compensation payments for all periods prior to the Closing Date; provided, that Buyer shall be responsible for and pay salaries (but no other benefits) accrued after May 31, 1999. In addition, Seller shall pay or provide for all other employee benefits maintained by Seller for all periods prior to the Closing Date, all in accordance with applicable law.
Sample 1
Employment Transition Provisions. Seller shall terminate the employment of each person employed by Seller in the conduct of the Business, effective the Closing Date. Seller shall pay or provide for all other employee benefits maintained by Seller for all periods prior to the Closing Date, all in accordance with applicable law.
Sample 1
Employment Transition Provisions. Seller shall terminate the employment of each Hired Employee effective immediately prior to the Closing. On the Closing Date, or as soon as practicable thereafter, but in any event no later than the date required by applicable law, Seller shall pay each such person all accrued wages, salary, commission, bonus and other employee compensation payments (including for earned but unused vacation days) for all periods through the Closing Date. In addition, Seller shall pay or provide for all other employee benefits maintained by Seller for all periods through the Closing Date, all in accordance with applicable law and benefit plans of Seller, and, except as provided in Section 6.11, shall satisfy all obligations imposed by applicable federal or state law (including without limitation the Consolidated Omnibus Budget Reconciliation Act of 1985 “COBRA”) relating to health and other benefit continuation privileges of any former employee of Seller, whether terminated by Seller incident to the Closing or otherwise.
Sample 1
Employment Transition Provisions. Prior to the Closing, Seller shall afford Buyer a reasonable opportunity to interview Seller’s employees for prospective employment by Buyer if so requested by Buyer. Buyer shall be entitled (but shall have no obligation, except with respect to Xxxx and Watt) to offer employment to any such person, on terms and conditions established by Buyer; provided, however that Buyer (i) shall offer employment to a reasonable number of employees of Seller sufficient to continue to operate the Business in substantially the same manner as conducted as of the Closing Date; and (ii) shall offer employment to the persons listed on Schedule 5.1(b). On the Closing Date, Seller will pay all wages, salaries, bonuses and other compensation and benefits (and all related employment Taxes), if any, of Seller’s employees accrued through, and including, the Closing Date, and all severance and other amounts, if any, which may become payable to or receivable by Seller’s employees and Buyer shall not assume or be responsible for the payment of any such amounts owed to such employees.
Sample 1
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Related to Employment Transition Provisions

  • Transition Provisions Any person engaged as an apprentice at the date this award commenced operation shall be deemed to be an apprentice for all purposes of this award until the completion or cancellation of their apprenticeship contract.

  • Termination Provisions In this Agreement:

  • Other Termination Provisions 1. We may deliver any notice instead of mailing it. Proof of mailing of any notice shall be sufficient proof of notice. 2. If this policy is cancelled, you may be entitled to a premium refund. If so, we will send you the refund. The premium refund, if any, will be computed according to our manuals. However, making or offering to make the refund is not a condition of cancellation. 3. The effective date of cancellation stated in the notice shall become the end of the policy period.

  • Additional Termination Provisions Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Purchaser may at its election terminate this Agreement with respect to such Delinquent Mortgage Loan or REO Property, upon 15 days' written notice to the Seller.

  • Termination of Employment Agreement As of the Effective Date, the Employment Agreement hereby is terminated in its entirety and shall no longer have any force or effect.

  • Prior Employment Agreements The Executive represents that he/she has not executed any agreement with any previous employer which may impose restrictions on Executive’s employment with the Employer.

  • 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.

  • No Employment Agreement Nothing in this agreement shall give the Executive any rights to (or impose any obligations for) continued employment by the Company or any Affiliate or subsidiary thereof or successor thereto, nor shall it give such entities any rights (or impose any obligations) with respect to continued performance of duties by the Executive.

  • 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.

  • Employment; Noncompetition; Nondisclosure The Manager has not been notified that any of its executive officers or key employees named in the General Disclosure Package (each, a “Company-Focused Professional”) plans to terminate his or her employment with the Manager or Colony, as the case may be. Neither the Manager nor, to the knowledge of the Manager, any Company-Focused Professional is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by the present or proposed business activities of the Company or the Manager as described in the Registration Statement, the General Disclosure Package and the Prospectus.

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