Provisions Relating to Employees Sample Clauses

Provisions Relating to Employees. (a) Seller shall, as of the Effective Time terminate all employees, consultants, and independent contractors of Seller listed on Schedule 6.1 (the “Business Employees”). Buyer, effective as of the Effective Date, shall offer employment to all Business Employees of Seller (those employees who accept such employment, the “Transferred Employees”), and Buyer may enter into consulting or independent contractor agreements with former consultants and independent contractors of Seller, respectively; provided, that nothing set forth in this Section 6.1(a) or Section 6.1(b) shall create any duty or obligation on the part of Buyer to continue the employment of any such employee or to provide any particular benefits after the Effective Time. Each Transferred Employee shall cease to be employed by Seller effective immediately and automatically upon the Effective Time. Seller shall be responsible for all liabilities, obligations, duties, and contingencies created or owing as a consequence of the cessation of any Person’s employment with Seller before the Effective Time (whether by agreement, policy, or Law), including: (i) all liabilities, costs, claims, and other obligations under any Employee Plan maintained by Seller (including any accelerated vesting or time of payment or increase in compensation) and any liabilities resulting from any deficiency in the administration or funding of any such plan; (ii) all claims for health care and other welfare benefits, including any workers’ compensation claims and any duties, obligations, or liabilities under HIPAA; (iii) any severance pay, transaction bonus, unemployment compensation, or other payment, including all wages or other remuneration due to Transferred Employees or any other employees of Seller who do not accept Buyer’s offer of employment with respect to their service as employees of Seller through Effective Time; and (iv) any payments required under the WARN Act or any similar Law. (b) Parent shall, to the extent permitted by Law, allow the Transferred Employees to participate in Parent’s benefit programs, subject in each and every case to Parent’s right to modify or eliminate any benefit program maintained by it at any time. Parent shall credit the Transferred Employees for prior service to Seller for purposes of eligibility to participate and for the purposes of calculating the percentage of a benefit in which any such employee will be vested. Neither this Section nor any other Section of this Agreement shall crea...
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Provisions Relating to Employees. (a) The Seller and the Shareholders represent and warrant to the Purchaser that the Seller has paid through the Closing Date all accrued wages, salary, bonus, commissions, vacation and sick pay due to be paid or compensated on or before such respective dates for all of its employees, agents, contractors and sales representatives, including payroll overheads (i.e., FICA, State tax, Federal tax, disability, workers' compensation and liability, employee benefit plan contributions and payments), except for scheduled vacations not yet taken as set forth for specific employees (other than the
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Provisions Relating to Employees. (a) The Seller and the Shareholders represent and warrant to the Purchaser that the Seller has paid through the Closing Date all accrued wages, salary, bonus, commissions, vacation and sick pay due to be paid or compensated on or before such respective dates for all of its employees, agents, contractors and sales representatives, including payroll overheads (i.e., FICA, State tax, Federal tax, disability, workers' compensation and liability, employee benefit plan contributions and payments), except for scheduled vacations not yet taken as set forth for specific employees (other than the Shareholders) on Schedule 7.1 (Purchaser, if it shall hire said employees, will permit them to take such vacation time after the Closing Date with pay, but will not make any cash payment if such vacation time is not actually taken after the Closing Date). (b) Seller shall be responsible for all payments and liabilities to any employees of Seller terminated by it and/or not hired by Purchaser. (c) At the Closing and as a condition thereto, the Purchaser and each of SA and CH shall enter into the Shareholder Employment Agreements in the form of Exhibit 7.2 hereto for SA and in the form of Exhibit 7.3 hereto for CH. (d) The Purchaser shall take all reasonable steps to provide to the Seller's employees whose employment is continued by the Purchaser after the Closing the opportunity to participate in the Purchaser's group health insurance plan generally provided to its employees from time to time (with credit given for service to Seller in computing any waiting period); provided that the Seller and the Shareholders have disclosed on Schedule 7.5 hereto a true, correct and complete list of all pre-existing health conditions or other insurance difficulties relating to the Seller's employees (including the Shareholders), together with descriptions and copies of all health insurance policies maintained by the Seller and a schedule of premiums thereon. (e) As promptly as practicable following the Closing, Seller shall terminate all of its pension, profit sharing, retirement or other employee benefit plans at the cost and expense of the Seller and the Shareholders and shall make all necessary filings with the Internal Revenue Service, Department of Labor and other governmental agencies, and the Seller and the Shareholders shall be responsible for the distribution of benefits to the participants and any necessary funding thereof in compliance with the terms of such Seller Benefit Plans...
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Provisions Relating to Employees. 8.1 The Vendor will prior to Completion give to each of the Employees specified in Schedule 4 hereto notice of the sale of the Business and will ask the Employees whether they wish to be employed by the Purchaser. 8.2 Prior to the Completion Date the Purchaser will offer employment to those Employees who wish to be employed by the Purchaser with effect from the Completion Date on terms and conditions generally no less favourable than those enjoyed by them prior to the Completion Date. Those of the Employees who accept the Purchaser's offer of employment are hereinafter called "the Continuing Employees". 8.3 The Purchaser will be liable for all expenses, including those relating to accrued long service leave entitlements as specified in Schedule 4, in respect of the Continuing Employees from the Effective Date. 8.4 The Purchaser shall be responsible for paying to each Employee who is not a Continuing Employee all wages, salary, superannuation, sick pay, holiday pay, long service leave pay, severance and/or redundancy payments and all other amounts 9. of whatsoever nature to which such employee may be entitled and shall indemnify the Vendor against all claims, demands and liabilities in respect thereto.
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Provisions Relating to Employees. Except as set forth in Schedule 11.02, employees of the Seller who are employed in the Business on the Closing Date shall be terminated by the Seller as its employees as of the Closing. The Buyer shall offer to employ each such person as an "employee-at-will" on the first business day following the Closing and shall offer such benefits and salaries comparable to those previously provided or paid by the Seller. The Buyer shall grant each employee of the Seller who accepts the Buyer's offer of employment with credit for his years of service with the Seller for purposes of calculating such employee's right to participate in applicable benefit plans and programs and the level of such participation.
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Provisions Relating to Employees. (a) Employees of Company who are employed in the Business on the Closing Date shall be terminated by Company as its employees as of the Closing. Except as otherwise provided in Schedule 13.2, Buyer shall offer to employ each such person as an "employee-at-will" on the first business day following the Closing; provided, however, that this Section 13.2(a) shall not create any obligation on the part of Buyer to continue the employment of any such employee thereafter for any period or to provide any benefits or pay any salaries comparable to those previously provided or paid by Company, and any assumption by Buyer at Closing of Company's existing insurance plans offered for the benefit of its employees shall not be deemed to be an undertaking by Buyer to continue to offer all or any of such plans or benefits to any such employee. (b) Except as expressly set forth in this Agreement, Buyer is not assuming, nor shall Buyer be responsible for any liability or obligation whatsoever under, any Benefit Plan with respect to any present or former Company employee, whether or not such present or former employee is hired by Buyer pursuant to Section 13.2.
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Related to Provisions Relating to Employees

  • Special Provisions Relating to Euro Each obligation hereunder of any party hereto that is denominated in the National Currency of a state that is not a Participating Member State on the date hereof shall, effective from the date on which such state becomes a Participating Member State, be redenominated in Euro in accordance with the legislation of the European Union applicable to the European Monetary Union; provided that, if and to the extent that any such legislation provides that any such obligation of any such party payable within such Participating Member State by crediting an account of the creditor can be paid by the debtor either in Euros or such National Currency, such party shall be entitled to pay or repay such amount either in Euros or in such National Currency. If the basis of accrual of interest or fees expressed in this Agreement with respect to an Agreed Foreign Currency of any country that becomes a Participating Member State after the date on which such currency becomes an Agreed Foreign Currency shall be inconsistent with any convention or practice in the interbank market for the basis of accrual of interest or fees in respect of the Euro, such convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a Participating Member State; provided that, with respect to any Borrowing denominated in such currency that is outstanding immediately prior to such date, such replacement shall take effect at the end of the Interest Period therefor. Without prejudice to the respective liabilities of the Borrower to the Lenders and the Lenders to the Borrower under or pursuant to this Agreement, each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time, in consultation with the Borrower, reasonably specify to be necessary or appropriate to reflect the introduction or changeover to the Euro in any country that becomes a Participating Member State after the date hereof; provided that the Administrative Agent shall provide the Borrower and the Lenders with prior notice of the proposed change with an explanation of such change in sufficient time to permit the Borrower and the Lenders an opportunity to respond to such proposed change.

  • Provisions Relating to Securitization (a) For so long as Citi or an Affiliate of Citi (the “Initial Note A-1 Holder”) is the owner of Note A-1, the Initial Note A-1 Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-1 Notes”) reallocating the principal of Note A-1 among other New A-1 Notes; reducing the Mortgage Interest Rates of such New A-1 Notes or severing the Note A-1 into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of Note A-1, provided that (i) the aggregate principal balance of the New A-1 Notes following such amendments is no greater than the principal balance of Note A-1 prior to such amendments, (ii) all New A-1 Notes continue to have the same or a lower interest rate as the Note A-1 prior to such amendments, (iii) all New A-1 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-1 Holder holding the New A-1 Notes shall notify the parties to the Note A-2 PSA (if the Note A-2 PSA is different from the Note A-1 PSA), the Note A-3 PSA, the Note A-4A PSA and the Note A-4B PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal, any reduction of Mortgage Interest Rates or such severing of Note A-1, (2) if Note A-1 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-1 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a). (b) For so long as Ladder or an Affiliate of Ladder (the “Initial Note A-2 Holder”) is the owner of Note A-2, the Initial Note A-2 Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-2 Notes”) reallocating the principal of Note A-2 among other New A-2 Notes; reducing the Mortgage Interest Rates of such New A-2 Notes or severing the Note A-2 into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of Note A-2, provided that (i) the aggregate principal balance of the New A-2 Notes following such amendments is no greater than the principal balance of Note A-2 prior to such amendments, (ii) all New A-2 Notes continue to have the same or a lower interest rate as the Note A-2 prior to such amendments, (iii) all New A-2 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-2 Holder holding the New A-2 Notes shall notify the parties to the Note A-1 PSA, the Note A-3 PSA, the Note A-4A PSA and the Note A-4B PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal, any reduction of Mortgage Interest Rates or such severing of Note A-2, (2) if Note A-2 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-2 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(b). (c) For so long as Citi or an Affiliate of Citi (the “Initial Note A-3 Holder”) is the owner of Note A-3, the Initial Note A-3 Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-3 Notes”) reallocating the principal of Note A-3 among other New A-3 Notes; reducing the Mortgage Interest Rates of such New A-3 Notes or severing the Note A-3 into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of Note A-3, provided that (i) the aggregate principal balance of the New A-3 Notes following such amendments is no greater than the principal balance of Note A-3 prior to such amendments, (ii) all New A-3 Notes continue to have the same or a lower interest rate as the Note A-3 prior to such amendments, (iii) all New A-3 Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-3 Holder holding the New A-3 Notes shall notify the parties to the Note A-1 PSA, the Note A-2 PSA, the Note A-4A PSA and the Note A-4B PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal, any reduction of Mortgage Interest Rates or such severing of Note A-3, (2) if Note A-3 is severed into “component” notes, such component notes shall each have their same rights as the respective original Note and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-3 Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(c). (d) For so long as Ladder or an Affiliate of Ladder (the “Initial Note A-4A Holder”) is the owner of Note A-4A, the Initial Note A-4A Holder shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New A-4A Notes”) reallocating the principal of Note A-4A among other New A-4A Notes; reducing the Mortgage Interest Rates of such New A-4A Notes or severing the Note A-4A into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of Note A-4A, provided that (i) the aggregate principal balance of the New A-4A Notes following such amendments is no greater than the principal balance of Note A-4A prior to such amendments, (ii) all New A-4A Notes continue to have the same or a lower interest rate as the Note A-4A prior to such amendments, (iii) all New A-4A Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note A-4A Holder holding the New A-4A Notes shall notify the parties to the Note A-1 PSA, the Note A-2 PSA, the Note A-3 PSA and the Note A-4B PSA in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal, any reduction of Mortgage Interest Rates or such severing of Note A-4A, (2) if Note A-4A is severed into “component” notes, such component notes shall each have their same rights as the respective original Note and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New A-4A Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(d).

  • OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES

  • General Provisions Relating to Transfers and Exchanges To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Company's order or at the Registrar's request.

  • Communications Relating to Portfolio Securities Subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the Fund for each Portfolio all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund on behalf of the Portfolio and the maturity of futures contracts purchased or sold by the Portfolio) received by the Custodian from issuers of the securities being held for the Portfolio. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Portfolio all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If the Portfolio desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Portfolio shall notify the Custodian at least three business days prior to the date on which the Custodian is to take such action.

  • Communications Relating to Fund Securities Subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the Fund all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund and the maturity of futures contracts purchased or sold by the Fund) received by the Custodian from issuers of the securities being held for the Fund. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. If the Fund desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Fund shall notify the Custodian at least three business days prior to the date on which the Custodian is to take such action.

  • OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES

  • Provisions Relating to Dividend Disbursing Agency A. Service Company will, at the expense of Fund, provide a special form of check containing the imprint of any device or other matter desired by Fund. Said checks must, however, be of a form and size convenient for use by Service Company. B. If Fund wants to include additional printed matter, financial statements, etc., with the dividend checks, the same will be furnished to Service Company within a reasonable time prior to the date of mailing of the dividend checks, at the expense of Fund. C. If Fund wants its distributions mailed in any special form of envelopes, sufficient supply of the same will be furnished to Service Company but the size and form of said envelopes will be subject to the approval of Service Company. If stamped envelopes are used, they must be furnished by Fund; or, if postage stamps are to be affixed to the envelopes, the stamps or the cash necessary for such stamps must be furnished by Fund. D. Service Company will maintain one or more deposit accounts as Agent for Fund, into which the funds for payment of dividends, distributions, redemptions or other disbursements provided for hereunder will be deposited, and against which checks will be drawn.

  • Special Provisions Relating to the Holders of Incentive Distribution Rights Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (a) shall (i) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Articles III and VII and (ii) have a Capital Account as a Partner pursuant to Section 5.5 and all other provisions related thereto and (b) shall not (i) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, (ii) be entitled to any distributions other than as provided in Sections 6.4(a)(v), (vi) and (vii), 6.4(b)(iii), (iv) and (v), and 12.4 or (iii) be allocated items of income, gain, loss or deduction other than as specified in this Article VI.

  • Special Provisions Relating to the Holders of Subordinated Units (a) Except with respect to the right to vote on or approve matters requiring the vote or approval of a percentage of the holders of Outstanding Common Units and the right to participate in allocations of income, gain, loss and deduction and distributions made with respect to Common Units, the holder of a Subordinated Unit shall have all of the rights and obligations of a Unitholder holding Common Units hereunder; provided, however, that immediately upon the conversion of Subordinated Units into Common Units pursuant to Section 5.7, the Unitholder holding a Subordinated Unit shall possess all of the rights and obligations of a Unitholder holding Common Units hereunder with respect to such converted Subordinated Units, including the right to vote as a Common Unitholder and the right to participate in allocations of income, gain, loss and deduction and distributions made with respect to Common Units; provided, however, that such converted Subordinated Units shall remain subject to the provisions of Sections 5.5(c)(ii), 6.1(d)(x)(A), 6.7(b) and 6.7(c). (b) A Unitholder shall not be permitted to transfer a Subordinated Unit or a Subordinated Unit that has converted into a Common Unit pursuant to Section 5.7 (other than a transfer to an Affiliate) if the remaining balance in the transferring Unitholder’s Capital Account with respect to the retained Subordinated Units or Retained Converted Subordinated Units would be negative after giving effect to the allocation under Section 5.5(c)(ii)(B). (c) The holder of a Common Unit that has resulted from the conversion of a Subordinated Unit pursuant to Section 5.7 or Section 11.4 shall not be issued a Common Unit Certificate pursuant to Section 4.1 (if the Common Units are represented by Certificates) and shall not be permitted to transfer such Common Unit to a Person that is not an Affiliate of the holder until such time as the General Partner determines, based on advice of counsel, that each such Common Unit should have, as a substantive matter, like intrinsic economic and federal income tax characteristics, in all material respects, to the intrinsic economic and federal income tax characteristics of an Initial Common Unit. In connection with the condition imposed by this Section 6.7(c), the General Partner may take whatever steps are required to provide economic uniformity to such Common Units in preparation for a transfer of such Common Units, including the application of Sections 5.5(c)(ii), 6.1(d)(x) and 6.7(b); provided, however, that no such steps may be taken that would have a material adverse effect on the Unitholders holding Common Units.

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