Seconded Employees. Exhibit A to this Agreement (the “Seconded Employee Schedule”) sets forth a true, complete and accurate list of each employee (each such employee and each other employee who is subsequently seconded to the General Partner in accordance with this Agreement, a “Seconded Employee” and collectively, the “Seconded Employees”) who, as of a date no later than five Business Days prior to the Effective Time and subject to the terms of this Agreement, Chesapeake Management agrees to second to the General Partner, and the General Partner agrees to accept such secondment, for the purpose of performing job functions related to the Business (the “Secondment”). Chesapeake represents and warrants that, in addition to setting forth the names of the Designated Seconded Employees (as defined below), the Seconded Employee Schedule constitutes a true, complete and accurate list of each employee primarily engaged in providing services for, or with respect to, the business of the MLP as described in the Registration Statement on Form S-1 (File No. 333-164905) (the “Business”) as of the date no fewer than five Business Days prior to the Effective Time. The Seconded Employees will remain at all times employees of Chesapeake Management but, in addition, they will also be joint employees of the General Partner during the Period of Secondment (as defined below) and shall, subject to Section 2.5, at all times during the Period of Secondment, work under the direction, supervision and control of the General Partner. Chesapeake Management will retain the right to hire or discharge the Seconded Employees with respect to their employment with Chesapeake Management; provided however, that Chesapeake Management shall consult with the General Partner prior to hiring an individual who will become a Seconded Employee, and will in good faith consider (i) hiring each individual as a Seconded Employee whom the General Partner so requests and (ii) refraining from hiring an individual as a Seconded Employee whom the General Partner desires not to hire. Subject to the provisions in Sections 2.2 and 2.5, none of Chesapeake, Chesapeake Management or any other Chesapeake Entity will otherwise exercise direction, supervision or control over the Seconded Employees, and Chesapeake and Chesapeake Management shall cause their Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) not to exercise direction, supervision or control over the Seconded Employees. For each Seconded Employe...
Seconded Employees. Subject to the terms of this Agreement, Hess agrees to second the Seconded Employees to the General Partner, and the General Partner agrees to accept the Secondment of the Seconded Employees for the purpose of performing job functions related to the Assets and any other assets held from and after the Effective Date by any member of the Public Company Group, including those job functions set forth on Exhibit B (the “Employee Functions”). The Seconded Employees will remain at all times the employees of Hess, and will also be co-employees of the General Partner during the Period of Secondment. The Seconded Employees shall, at all times during the Period of Secondment while performing any Employee Function hereunder, work under the direction, supervision and control of the General Partner or the applicable member of the Public Company Group. Seconded Employees shall have no authority or apparent authority to act on behalf of Hess during the Period of Secondment. Those rights and obligations of the Parties under this Agreement that relate to individuals that were Seconded Employees but then later ceased to be Seconded Employees, which rights and obligations accrued during the Period of Secondment, will survive the removal of such individual from the group of Seconded Employees to the extent necessary to enforce such rights and obligations.
Seconded Employees. 17.2.1 Secondment is a leave from a continuing position covered by this Agreement to a senior educational administrative position or to any other administrative position within OC not covered by this Agreement. The secondment shall be for a maximum period of three years and any work associated with the original position from which the employee has been seconded shall be considered replacement work.
Seconded Employees. Subject to the terms of this Agreement, GPRE agrees to second the Seconded Employees to GP, and GP agrees to accept the Secondment of the Seconded Employees for the purpose of performing the operational and maintenance activities related to the Assets that are described in Exhibit B (the “Services”). When used herein, the term “Seconded Employees” means those employees of GPRE who are engaged in providing the Services for GP from time to time. The Seconded Employees will remain at all times the employees of GPRE, in addition they will also be temporary co-employees of GP during the Period of Secondment and shall, at all times during the Period of Secondment, work under the direction, supervision and control of GP. Seconded Employees shall have no authority or apparent authority to, and shall not, act on behalf of GPRE during the Period of Secondment. Those rights and obligations of the Parties under this Agreement that relate to individuals that were Seconded Employees but then later ceased to be Seconded Employees, which rights and obligations accrued during the Period of Secondment, will survive the removal of such individuals from the group of Seconded Employees to the extent necessary to enforce such rights and obligations.
Seconded Employees. During the Term, the Company shall, directly or indirectly through the other Company Parties, designate (a) certain of employees or contractors of the Company Parties to be seconded to the Operator Parties to (x) perform the Operator Parties’ respective obligations under each of the Services Agreements and (y) otherwise perform the Personnel Duties, and (b) such other Persons (including consultants and professionals, service or other organizations) as the Operator reasonably deems necessary or appropriate in order to permit the Operator to (x) perform the Operator Parties’ respective obligations under each of the Services Agreements and (y) otherwise perform the Personnel Duties. Each employee or contractor who the Company seconds to the Operator Parties pursuant to this Article 3 shall, during the time that such employee or contractor is seconded to the Operator Parties under this Agreement (the “Period of Secondment”), be referred to individually herein as a “Seconded Employee” and, collectively, as the “Seconded Employees.”
Seconded Employees. (i) The Parties shall negotiate in good faith to agree on a list of employees of Toppan and its Affiliates who are engaged in the manufacture, quality control, production management, production engineering, and line engineering of Products and who have the appropriate qualifications to be seconded to Newco (the “Seconded Employees”). In drawing up the list of Seconded Employees, the Parties shall take into account the distance between the employees’ residence and Newco’s facilities and Toppan’s need for such employees to work for Toppan.
Seconded Employees. (a) Subject to the terms of this Agreement, Service Provider agrees to second to Owner all of Service Provider’s employees, supervisors, managers and executives (each such individual who is currently, and each other individual who is subsequently, seconded to Owner pursuant to this Agreement, a “Seconded Employee” and collectively the “Seconded Employees”), and Owner agrees to accept such secondment (the “Secondment”). The electronic record of all active Service Provider employees, maintained by the Service Provider’s Human Resources Department in the electronic database known as the Human Resources Information System, as may be modified or updated from time to time (the “Seconded Employee Schedule”), sets forth a true, complete and accurate list of each Seconded Employee.
Seconded Employees. Notwithstanding the terms of any Applicable Operating Agreement to the contrary, Reliance may second up to 10 employees into the Atlas organization in mutually acceptable positions to further the operations conducted under this Agreement, and such seconded employees will have full access to all operational information (including geophysical and seismic information) held by Atlas. If Reliance elects to second any employees pursuant to this Section 4.9, the Parties will enter into a secondment agreement that is reasonably acceptable to Reliance and Atlas.
Seconded Employees. Notwithstanding any other provision to the contrary in this Agreement or a Work Authorization, when Consultant provides an individual(s) to Client that perform Services under the supervision, direction and control of Client under a Work Authorization (hereinafter “Seconded Employees”), the Seconded Employees shall be advised by Client of all office, Project and facility rules, regulations, and safety procedures. The Services performed by the Seconded Employees shall be based on information furnished by Client, and the Seconded Employees shall be entitled to rely upon such information and direction as being correct, accurate and appropriate. Consultant shall retain no right to supervise, direct or control the Seconded Employees with respect to their performance of Services and all such supervision, direction and control shall come from Client. Therefore Consultant does not warrant any or all of the Services by Seconded Employees, and any and all statutory, express or implied warranties (including but not limited to any and all warranties of merchantability and/or fitness for a particular purpose and all warranties arising from course of dealing and usage of trade) of or for any or all such Services are expressly disclaimed as a condition precedent to the receipt of such Services, and neither Consultant nor any of the Seconded Employees shall have any liability to Client or to any third party(ies) for injuries or alleged injuries to persons (including death), or for damages or alleged damages to property, including but not limited to Client’s property, arising out of or in connection with the Services of the Seconded Employees, regardless of whether based upon delay, contract, tort, negligence, strict liability, warranty, indemnity, error and omission or any other cause whatsoever. In the event that any such liability is ever actually or threatened to be borne by or imposed upon Consultant or any of the Seconded Employees, Client shall indemnify, defend and save Consultant and such Seconded Employees harmless from and against any and all such liability, regardless of whether based upon delay, contract, tort, negligence, strict liability, warranty, indemnity, error and omission or any other cause whatsoever.
Seconded Employees. (J) The Vendor shall procure that the relevant member of the Vendor's Group shall use its reasonable endeavours to procure that each Seconded Employee continues to be employed by a member of the Vendor's Group and is, in the case of Xxxxx Xxxxx and Xxxxxxx Xxxxxxx, for the period of 24 months following Completion and, in the case of Xxxxx Xxxxxxxxxxx, for the period of 12 months following Completion, seconded to work in the Transferring Business. For the avoidance of doubt, neither the Vendor nor any other member of the Vendor's Group, shall be under any obligation to provide to the Purchaser or any member of the Purchaser's Group any replacements for the Seconded Employees if either Seconded Employee resigns during his period of secondment or upon the death of any Seconded Employee. The Vendor shall inform the Purchaser promptly if any Seconded Employee resigns their employment with the Vendor's Group during their period of secondment. The following additional provisions shall apply with respect to the Seconded Employees:
