Non Transferring Employees Sample Clauses

Non Transferring Employees. The Seller is responsible for each GOR Employee who does not accept the Buyer’s offer of employment.
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Non Transferring Employees. The Parties intend with respect to each current SpinCo Employee or SpinCo Contractor to provide for the continuity of employment or service of each such SpinCo Employee or SpinCo Contractor with SpinCo or the applicable SpinCo Subsidiary through and following the Transition Date and, subject to applicable Law, nothing in the Separation and Redemption Agreement, this Agreement or any other Ancillary Agreement is intended to provide for a termination of employment or service of any such SpinCo Employee for any purpose. The Parties intend with respect to each current Continuing DG Employee and Continuing DG Contractor to provide for the continuity of employment or service of each such Continuing DG Employee or Continuing DG Contractor with DG or the applicable Other Subsidiary through and, for such period of time as determined by DG, following the Transition Date and, subject to applicable Law, nothing in the Separation and Redemption Agreement, this Agreement or any other Ancillary Agreement is intended to provide for a termination of employment or service of any such Continuing DG Employee or Continuing DG Contractor for any purpose.
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Non Transferring Employees. The Seller will retain all liabilities and obligations in relation to Employees who do not accept the Employment Offer and indemnifies the Buyer against and will pay to the Buyer the amount of any Indemnified Loss suffered or incurred by the Buyer arising from any Claims by any of those Employees.
Sample 1
Non Transferring Employees. Seller shall remain solely liable for -------------------------- all of its non-Transferring Employee salaries, benefits and obligations and shall hold Buyer harmless from any and all liability therefore.
Sample 1
Non Transferring Employees. The Seller is solely responsible for the wages, salaries, annual leave, leave loading, long service leave, sick leave and any other remuneration, compensation or benefits (including any entitlement to severance or redundancy payments) of those Employees who do not accept the Buyer's offer of employment, arising out of their employment or the termination of their employment, whether under any agreement, statute, industrial award or in any other way.
Sample 1
Non Transferring Employees. 1. In the event that any employee of any member of the Provider Group (other than a Transferring Employee) becomes or alleges that he has become by operation of the Regulations an employee of any member of the Recipient Group or any Replacement Service Provider by virtue of his providing or ceasing to provide services under any of the Detailing Agreements, Transitional Services, the Existing Supply Agreement and/or any of the other matters contemplated by this Agreement under this Agreement and/or the occurrence of the Singapore Central Team Trigger Event or the Canadian Employee Trigger Event, then (subject to paragraph 2 of Part B) the relevant member of the Recipient Group or any Replacement Service Provider may terminate the employment of such person (each such person being a “Redundant Employee”). 2. Prior to the relevant member of the Recipient Group or Replacement Service Provider terminating the employment of any Redundant Employee, the Recipient or any Replacement Service Provider shall give the Provider not less than 7 Business Days’ written notice of the proposed termination date (the “Termination Date”), in order to enable the Provider Group or, as the case may be, the Third Party Provider to: (A) offer that Redundant Employee employment under a new contract of employment to take effect immediately upon such Termination Date; and (B) ensure that the offer to be made will be such that none of the terms and conditions of the new contract will differ from the corresponding provisions of that Redundant Employee’s contract immediately before the transfer or alleged transfer of employment to the Recipient or any Replacement Service Provider. 3. The parties agree that any termination of the employment of a Redundant Employee shall be by reason of redundancy. 4. The Provider (on behalf of the relevant Provider Group Member) shall fully indemnify the relevant member of the Recipient Group or any Replacement Service Provider against any expenses, losses, fees, costs and/or liabilities arising out of (i) the employment of that Redundant Employee which transfer pursuant to Regulation 4 of TUPE or any equivalent provision in the Regulations; (ii) the Redundant Employee’s employment with the relevant member of the Recipient Group or any Replacement Service Provider; and (iii) the termination of a Redundant Employee’s employment, provided that: (A) the indemnity under this paragraph 4 of Part B shall extend only to any contractual payments made in lieu of not...
Sample 1
Non Transferring Employees. If you will not be transferring to the new employer, ACC will follow a process with you, to determine what entitlements are available to you, if any, including meeting with you if that can be arranged, prior to any decisions being made. You agree that ACC will not be obliged to provide you with notice of termination, or related compensation unless otherwise provided for by this agreement.
Sample 1
Non Transferring Employees. Seller shall be wholly responsible for all pay in lieu of notice and other severance payments, wrongful dismissal damages and all other costs and expenses (including legal fees) related to the termination of employment of the Non-Transferring Employees and the employees of Seller not listed on Exhibit I and hereby indemnifies Buyer with respect to the same.
Sample 1
Non Transferring Employees. If by virtue of the Transfer -------------------------- Regulations any contract of employment with any person who is not a UK Business Employee shall have effect as if originally made between the Purchaser and that person, Prestolite and the Purchaser agree that Purchaser may, on becoming aware of the application or probable application of the Transfer Regulations to any such contract of employment, terminate that contract as soon as the Purchaser wishes.
Sample 1

Related to Non Transferring Employees

  • Transferred Employees Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

  • Substitute Employees Employees replacing another on leave of absence from the position shall be known as substitute employees. Those substitutes who exceed 194 workdays in the fiscal year shall not gain permanent employment rights with the District. However, the agency shop provisions of this contract shall cover the employee.

  • Excluded Employees Employees excluded from the bargaining unit who work for an Employer signatory to this Agreement may participate in any of the foregoing benefits under rules and regulations established by the Trustees. The trustees shall determine the contributions required for such benefits.

  • Seller's Employees Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closing.

  • TIME EMPLOYEES Definition

  • Affected Employees 6.8(a) Affiliate............................................................................... 5.1(a)(iii) Agreement...............................................................................

  • Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.

  • Business Employees (a) Schedule 1.1(a) contains a complete and accurate list of all the Business Employees as of the date specified in such list (which in any event shall be no more than ten (10) business days prior to the date hereof), showing for each Business Employee, the name, title, location, service date, annual salary or wages as of such date and aggregate annual compensation for Seller's 2002 fiscal year. None of the Business Employees is covered by any union, collective bargaining agreement or other similar labor agreement, formal or informal, nor, to Seller's knowledge, has there been any labor union organizing activities relating to the Business Employees within the past five years. (b) Except as set forth in Schedule 3.10(b), with respect to the Business Employees, Seller does not currently maintain, contribute to or have any liability under any Benefit Plan. With respect to each Benefit Plan identified on Schedule 3.10(b), Seller has made available to Buyer true and complete copies of the most recent summary plan or other written description thereof. Each Benefit Plan listed on Schedule 3.10(b) has been operated in material compliance with all applicable Laws, including ERISA. Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or has pending or has time remaining in which to file an application for such determination, from the IRS, and Seller is not aware of reason why any such determination letter should be revoked or not issued or reissued. Any amount that could be received (whether in cash, property, or vesting of property) as a result of the transaction contemplated by this Agreement by any officer, director, employee or independent contractor of Seller, who is a "disqualified individual" (as defined in proposed Treasury Regulation Section 1.280G-1), under any Contract that will be assumed by the Buyer, would not be characterized as an "excess parachute payment" (as defined in Section 280G of the Code). (c) With respect to the CATV Business, there is not presently pending or existing, and, to Seller's knowledge, there is not threatened, (i) any strike, slowdown, picketing, or work stoppage, (ii) any application for certification of a collective bargaining agent, or (iii) any controversies pending, or to Seller's knowledge, threatened between Seller or any Subsidiary and any of its employees that, individually or in the aggregate, have had or could reasonably be expected to have a Seller Material Adverse Effect.

  • New Employees The Employer agrees to acquaint new Employees with the fact that a Union Agreement is in effect.

  • Newly Hired Employees All employees hired to an insurance eligible position must make their benefit elections by their initial effective date of coverage as defined in this Article, Section 5C. Insurance eligible employees will automatically be enrolled in basic life coverage. If employees eligible for a full Employer Contribution do not choose a health plan administrator and a primary care clinic by their initial effective date, and do not waive medical coverage, they will be enrolled in a Benefit Level Two clinic (or Level One, if available) that meets established access standards in the health plan with the largest number of Benefit Level One and Two clinics in the county of the employee’s residence at the beginning of the insurance year. If an employee does not choose a health plan administrator and primary care clinic by their initial effective date, but was previously covered as a dependent immediately prior to their initial effective date, they will be defaulted to the plan administrator and primary care clinic in which they were previously enrolled.