Common use of Management and Employees Clause in Contracts

Management and Employees. (a) The Service Provider shall arrange, or shall arrange for another member of the Service Provider Group to arrange, for such qualified personnel and support staff to be available to carry out the Services for the Service Recipients. Such personnel and support staff shall devote such time to the provision of the Services to the Service Recipients as the relevant member of the Service Provider Group reasonably deems necessary and appropriate in order to fulfill its obligations hereunder. Such personnel and support staff need not have as their primary responsibility the provision of the Services to the Service Recipients or be dedicated exclusively to the provision of the Services to the Service Recipients. The Service Provider shall at all times and at its sole discretion have the right to remove or replace any such personnel or member of such support staff. (b) No later than ten (10) Business Days after the date hereof, the Service Provider shall provide the General Counsel/Secretary of the YieldCo General Partner with separate lists of the personnel and support staff performing or otherwise carrying out, or reasonably expected to perform or carry out, (i) the Services for the Service Recipients that should, in the reasonable judgment of the Service Provider, be subject to any “xxxxxxx xxxxxxx” or similar policies of the Service Recipients and, if any personnel or support staff are added to such group or removed or replaced therefrom, the Service Provider shall provide the General Counsel/Secretary of the YieldCo General Partner with updates to such list, (ii) the Services related to responding to periodic requests of the Partnership for sub-certifications by such personnel in connection with the certifications made by the Chief Executive Officer and Chief Financial Officer of the YieldCo General Partner under section 302 of the Xxxxxxxx-Xxxxx Act of 2002, and (iii) the Services related to the administration of the long-term incentive plan (or any similar plan or successor thereof) adopted by the YieldCo General Partner, and in each case, if any personnel or support staff are added to any such group or removed or replaced therefrom, the Service Provider shall provide the General Counsel/Secretary of the YieldCo General Partner with an update to such list. (c) Each YieldCo Party shall, and shall cause each of the other Service Recipients to, do all things reasonably necessary on its part as requested by any member of the Service Provider Group consistent with the terms of this Agreement to enable the members of the Service Provider Group to fulfill their obligations, covenants and responsibilities and to exercise their rights pursuant to this Agreement, including making available to the Service Provider Group, and granting the Service Provider Group access to, the employees and contractors of the Service Recipients as any member of the Service Provider Group may from time to time reasonably request. (d) The Service Provider covenants and agrees to, and to cause any other member of the Service Provider Group to, exercise the power and discharge the duties conferred under this Agreement diligently and in good faith, and shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, in each case, in accordance with the terms hereof. (e) The Service Provider covenants and agrees to cause any employee and contractor performing the Services to comply with any “xxxxxxx xxxxxxx” or “code of conduct” policies of the Service Recipient.

Management and Employees. 9.1 AMEC agrees that during the 12 month period from the Offer Closing Date it will not reduce any of the base salary, target and maximum opportunity under the Bonus Schemes, severance programs or any terms regarding future pension accrual/contributions of, or applicable to, any Company Group Employee, as in effect at such date (the “Key Employment Provisions”), or otherwise amend the terms of the Key Employment Provisions to the detriment of any Company Group Employee (other than by agreement with or as a consequence of an election by the individual concerned). 9.2 In relation to all Welfare Benefit Plans which are in force as at the date of this Agreement, AMEC agrees that, subject to clause 9.3, either: (a) The Service Provider shall arrange, all such Welfare Benefit Plans will continue to apply to all relevant Company Group Employees on the same terms and conditions until the earlier of 12 months after the Offer Closing Date or shall arrange for another member the expiry of the Service Provider Group to arrange, for such qualified personnel and support staff to be available to carry out the Services for the Service Recipients. Such personnel and support staff shall devote such time to the provision of the Services to the Service Recipients as the relevant member of the Service Provider Group reasonably deems necessary and appropriate in order to fulfill its obligations hereunder. Such personnel and support staff need not have as their primary responsibility the provision of the Services to the Service Recipients or be dedicated exclusively to the provision of the Services to the Service Recipients. The Service Provider shall at all times and at its sole discretion have the right to remove or replace any such personnel or member of such support staff.Welfare Benefit Plan; or (b) No later than ten (10) Business Days if any Welfare Benefit Plan is terminated prior to the earlier of 12 months after the date hereof, Offer Closing Date or the Service Provider shall provide the General Counsel/Secretary expiry of the YieldCo General Partner relevant Welfare Benefit Plan, AMEC shall replace it with separate lists a plan which provides broadly similar benefits to the relevant Company Group Employees and shall use its reasonable endeavours (subject to there being no material increase in the cost incurred by AMEC or any member of the personnel and support staff performing or otherwise carrying out, or reasonably expected AMEC Group compared to perform or carry out, the Company Group) to ensure that: (i) each relevant Company Group Employee is, to the Services extent relevant and subject to applicable Law and applicable Tax qualification, credited with his length of service with the Company Group for the Service Recipients purposes of eligibility to participate and vesting (except that should, no such service credit will be required if it results in the reasonable judgment a duplication of the Service Provider, be subject to any “xxxxxxx xxxxxxx” or similar policies of the Service Recipients and, if any personnel or support staff are added to such group or removed or replaced therefrom, the Service Provider shall provide the General Counsel/Secretary of the YieldCo General Partner with updates to such list, benefits); (ii) the Services related relevant benefit provider or insurer waives all limitations as to responding pre-existing conditions, exclusions and waiting periods and actively-at-work requirements with respect to periodic requests of participation and coverage requirements applicable to Company Group Employees under such plan to the Partnership for sub-certifications by such personnel in connection with extent waived under the certifications made by the Chief Executive Officer and Chief Financial Officer of the YieldCo General Partner under section 302 of the Xxxxxxxx-Xxxxx Act of 2002, and corresponding Company Welfare Benefit Plan; and (iii) each relevant Company Group Employee and his or her eligible dependants and beneficiaries is provided with credit under such replacement plan for any deductibles and similar expenses paid by such Company Group Employee under corresponding Company Benefit Plans in the Services related to the administration of the long-term incentive plan calendar year in which such Company Group Employee (or his or her eligible dependants or beneficiaries) become eligible to participate in such replacement plan for the purpose of applying any applicable deductible, out-of-pocket or similar plan or successor thereof) adopted by the YieldCo General Partner, and in each case, if any personnel or support staff are added to any requirements as though such group or removed or replaced therefrom, the Service Provider shall provide the General Counsel/Secretary of the YieldCo General Partner with an update to such list. (c) Each YieldCo Party shall, and shall cause each of the other Service Recipients to, do all things reasonably necessary on its part as requested by any member of the Service Provider Group consistent with the terms of this Agreement to enable the members of the Service Provider Group to fulfill their obligations, covenants and responsibilities and to exercise their rights pursuant to this Agreement, including making available to the Service Provider Group, and granting the Service Provider Group access to, the employees and contractors of the Service Recipients as any member of the Service Provider Group may from time to time reasonably request. (d) The Service Provider covenants and agrees to, and to cause any other member of the Service Provider Group to, exercise the power and discharge the duties conferred under this Agreement diligently and in good faith, and shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, in each case, amounts had been paid in accordance with the terms hereofand conditions of the applicable plan. 9.3 The provisions of clauses 9.2(a) and 9.2(b) are subject to any changes, terms and/or conditions required or imposed by any relevant benefit plan provider or insurer or by law from time to time. 9.4 The Company warrants and represents that the Bonus Schemes comprise formula-based corporate or business performance criteria and discretionary individual performance criteria. AMEC agrees that it shall operate the Bonus Schemes for all eligible Company Group Employees for the calendar year in which the Offer Closing Date falls (ethe “Bonus Year”). Subject to clause 9.5, such bonuses shall be determined following the end of the Bonus Year at the normal time in accordance with the Company Group’s past practice in relation to the full Bonus Year based on the Company’s actual results at end of the Bonus Year. 9.5 Without prejudice to any alternative treatment provided for in a Company Group Employee’s existing employment agreement, the parties agree that Company Group Employees whose employment is terminated involuntarily and without cause by AMEC (or by the Company at the request of AMEC), including, for the avoidance of doubt any Company Group Employee who is constructively dismissed (as determined by a court or tribunal of competent jurisdiction, after any appeal process is exhausted), on or before 31 December 2014 (each, a “Good Leaver”), shall be entitled to receive a bonus for the Bonus Year, pro-rated on a time basis up to the date on which their employment with the Company Group terminates (each, a “Good Leaver Bonus”). The parties agree that the performance criteria for such Good Leaver Bonuses shall be calculated by reference to results as at the last complete financial quarter prior to the Offer Closing Date. Good Leaver Bonuses shall be determined in accordance with and subject to any relevant Bonus Schemes by the Nominee Directors and shall be payable as soon as is reasonably practicable following the date on which the employment of the relevant Good Leaver is terminated by AMEC (or by the Company at AMEC’s request) The Service Provider covenants or as soon as reasonably practicable following the date on which a court or tribunal of competent jurisdiction (after any appeals process is exhausted) determines that the relevant Good Leaver Employee has been constructively dismissed. In accordance with the Company Group’s existing practice all Good Leaver Bonuses shall be subject to the Company Group’s normal rules regarding clawback. 9.6 Existing rights under the Company Omnibus Plan will be treated in accordance with clause 8 and, subject to clause 8, no further awards will be granted under the Company Omnibus Plan. Following the Offer Closing Date, Company Group Employees will be eligible to be considered for participation in the AMEC Employee Share Plans, subject to the rules and agrees participation criteria of such plans from time to time. 9.7 Prior to the Offer Closing, the Company (acting through its compensation committee or a committee of the Company Board that meets the requirements under Rule 14d-10(d)(2) under the Exchange Act) will take all such steps necessary to cause any negotiation, execution or amendment of an employment compensation, severance or other employee benefit arrangement (or payments made or to be made or benefits granted or to be granted according to such an arrangement) with respect to any Company Shareholder to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and contractor performing to otherwise satisfy the Services to comply with any “xxxxxxx xxxxxxx” or “code of conduct” policies requirements of the Service Recipientnon-exclusive safe harbour set forth in Rule 14d-10(d) under the Exchange Act. 9.8 AMEC and the Company agree that, if a Company Group Employee who has unvested retirement contributions under a qualified defined contribution or defined benefit retirement plan maintained in the United States is terminated involuntarily and without cause, provided that it is permissible under and does not affect the applicable Tax qualification, such steps shall be taken to the extent reasonably necessary and practicable to ensure that those retirement contributions vest and are not forfeited by the Company Group Employee.

Management and Employees. (a) 5.1.1 The Service Provider Providers shall arrange, or shall arrange for another member of the Service Provider Group to arrange, for such qualified personnel and support staff to be available to carry out the Services for the Service RecipientsServices. Such personnel and support staff shall devote such of their time to the provision of the Services to the Service Recipients as the relevant member of the Service Provider Group Group, after considering reasonable personnel and staffing requests (if any) made by the Service Recipients, reasonably deems necessary and appropriate in order to fulfill its obligations hereunder. Such The Senior TERP Officers will be dedicated on a full time basis to the TERP Group and have as their primary responsibility the provision of Services to the TERP Group. Other Service Provider personnel and support staff need not have as their primary responsibility the provision of the Services to the Service Recipients or be dedicated exclusively to the provision of the Services to the Service Recipients. The Service Provider shall at all times and at its sole discretion have the right to remove or replace any such personnel or member of such support staff. (b) No later than ten (10) Business Days after the date hereof, the Service Provider shall provide the General Counsel/Secretary of the YieldCo General Partner with separate lists of the personnel and support staff performing or otherwise carrying out, or reasonably expected to perform or carry out, (i) the Services for the Service Recipients that should, in the reasonable judgment of the Service Provider, be subject to any “xxxxxxx xxxxxxx” or similar policies 5.1.2 Each of the Service Recipients and, if any personnel or support staff are added to such group or removed or replaced therefrom, the Service Provider shall provide the General Counsel/Secretary of the YieldCo General Partner with updates to such list, (ii) the Services related to responding to periodic requests of the Partnership for sub-certifications by such personnel in connection with the certifications made by the Chief Executive Officer and Chief Financial Officer of the YieldCo General Partner under section 302 of the Xxxxxxxx-Xxxxx Act of 2002, and (iii) the Services related to the administration of the long-term incentive plan (or any similar plan or successor thereof) adopted by the YieldCo General Partner, and in each case, if any personnel or support staff are added to any such group or removed or replaced therefrom, the Service Provider shall provide the General Counsel/Secretary of the YieldCo General Partner with an update to such list. (c) Each YieldCo Party shall, and shall cause each of the other Service Recipients to, do all things reasonably necessary on its part as requested by any member of the Service Provider Group consistent with the terms of this Agreement to enable the members of the Service Provider Group to fulfill their obligations, covenants and responsibilities and to exercise their rights pursuant to this Agreement, including making available to the Service Provider Group, and granting the Service Provider Group access to, the employees and contractors of the Service Recipients as any member of the Service Provider Group may from time to time reasonably request. (d) 5.1.3 The Service Provider covenants Providers party hereto covenant and agrees toagree to exercise, and to cause any other member of the Service Provider Group tothat provides Services to the Service Recipient to covenant and agree to exercise, exercise the power and discharge the duties conferred under this Agreement diligently honestly and in good faith, and shall, and shall cause any member of the Service Provider Group that provides Services to the Service Recipient, exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, in each casesubject to, in accordance with and after taking into account, the terms hereof. (e) The Service Provider covenants of and agrees to cause any employee and contractor performing the Services to comply with any “xxxxxxx xxxxxxx” or “code of conduct” policies conditions of the Service RecipientRelationship Agreement.

Management and Employees. (a) The Service Provider It shall arrange, or shall arrange for another member be the responsibility of the Service Provider Group Manager to arrange, for such qualified personnel and support staff to be available to carry out ensure that all employees of the Services for the Service Recipients. Such personnel and support staff shall devote such time Manager undergo satisfactory background checks to the provision of the Services to the Service Recipients same level as the relevant member of Facility requires for all vendors, prior to said employee entering the Service Provider Group reasonably deems necessary and appropriate in order to fulfill its obligations hereunder. Such personnel and support staff need not have as their primary responsibility the provision of the Services to the Service Recipients or be dedicated exclusively to the provision of the Services to the Service Recipients. The Service Provider shall at all times and at its sole discretion have the right to remove or replace any such personnel or member of such support staffFacility. (b) No later than ten (10) Business Days after Prior to the date hereof, the Service Provider Operator shall provide Manager with reasonable access to the General Counsel/Secretary Center so that Manager may discuss employment of Center employees by Manager pursuant to Manager’s standard employment policies and criteria. Operator shall, as of the YieldCo General Partner with separate lists Commencement Date, terminate the employment of the personnel and support staff performing or otherwise carrying out, or reasonably expected to perform or carry out, (i) the Services for the Service Recipients that should, in the reasonable judgment of the Service Provider, be subject to any “xxxxxxx xxxxxxx” or similar policies of the Service Recipients and, if any personnel or support staff are added to such group or removed or replaced therefrom, the Service Provider shall provide the General Counsel/Secretary of the YieldCo General Partner with updates to such list, (ii) the Services related to responding to periodic requests of the Partnership for sub-certifications by such personnel in connection with the certifications made by the Chief Executive Officer and Chief Financial Officer of the YieldCo General Partner under section 302 of the Xxxxxxxx-Xxxxx Act of 2002, and (iii) the Services related to the administration of the long-term incentive plan (or any similar plan or successor thereof) adopted by the YieldCo General Partner, and in each case, if any personnel or support staff are added to any such group or removed or replaced therefrom, the Service Provider shall provide the General Counsel/Secretary of the YieldCo General Partner with an update to such listall Center employees. (c) Each YieldCo Party shallNo later than five (5) business days prior to the Commencement Date, the Operator shall provide to the Manager a list of all individuals employed at the Center, which shall be updated at the Commencement Date, and shall cause each of which is to specify the compensation, benefits and any other Service Recipients to, do all things reasonably necessary on its part as requested remuneration provided to such employees by any member of the Service Provider Group consistent with the terms of this Agreement to enable the members of the Service Provider Group to fulfill their obligations, covenants and responsibilities and to exercise their rights pursuant to this Agreement, including making available to the Service Provider Group, and granting the Service Provider Group access to, the employees and contractors of the Service Recipients as any member of the Service Provider Group may from time to time reasonably requestOperator. (d) The Service Provider covenants and agrees toOperator shall not make any changes in the compensation, and to cause benefits or any other member remuneration provided to employees at the Center subsequent to the date of the Service Provider Group to, exercise the power and discharge the duties conferred under this Agreement diligently and in good faith, and shall exercise prior to the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, in each case, in accordance with the terms hereofCommencement Date. (e) Manager shall offer equivalent – i.e., full-time, part-time, seasonal or per diem – employment to all current non-executive Center employees that satisfy Manager's standard qualification criteria generally applied at other Manager affiliated skilled nursing facilities, unless the employee departs voluntarily, or the Manager shall have cause to terminate the employee, it being agreed that Manager shall subsequent to the Commencement Date have complete discretion with respect to all decisions pertaining the employees, subject to any collective bargaining agreement that Manager and/or New Operator shall have with a union. The Service Provider covenants employment offers shall be on terms set by Manager in its sole discretion that are equivalent to the terms offered to equivalent new employees concurrently offered positions by Manager at the Xxxxx House, or in the case of employees covered by a collective bargaining agreements (a "CBA") the pay and agrees benefits agreed upon in the CBA. The Operator shall conclude the employment of any and all of its employees as of 11:59 PM on the date immediately preceding the Commencement Date. The hired employees are referred to cause as the “Hired Employees”. (f) Operator (i) shall pay the Hired Employee salary for the shift that begins during the day preceding the Commencement Date which shift carries over to the Commencement Date and the employee health insurance cost for through the end of the month in which the Commencement Date occurs, without adjustment therefore, and (ii) shall pay the Manager, subject to union approval, if necessary, which approval the Operator shall use its best efforts to obtain, an amount representing all accrued time off, vacation time, sick time, personal time and similar entitlements and obligations which have been earned by the Hired Employees prior to the Commencement Date, but not yet paid for. (g) Nothing in this Agreement shall create any rights in favor of any person not a party hereto, including the Center employees and Hired Employees, or constitute an employment agreement or condition of employment for any employee of Operator or New Operator or any affiliate thereof, nor shall this Agreement be deemed the assignment to or assumption by New Operator of any collective bargaining agreement, employment agreement or terms or conditions of employment, and contractor performing the Services to comply with New Operator shall not assume any “xxxxxxx xxxxxxx” liabilities or “code obligations under any employee benefit plan or defined benefit plan of conduct” policies of the Service RecipientOperator or its affiliates.