Termination of Transferred Employees Sample Clauses

Termination of Transferred Employees. Effective immediately before the Closing, Sellers shall terminate the employment of all of the Transferred Employees.
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Termination of Transferred Employees. Concurrently with the execution of this Agreement, Seller shall cause Banshee to provide a notice to the Transferred Employees employed by Banshee, terminating their employment effective as of the Closing Date, and Seller and/or Banshee shall cease to employ such Transferred Employees effective as of the Closing Date. Buyer, at its discretion, shall offer (directly or through any of Buyer's Affiliates) each of the Transferred Employees employment with Buyer or its Affiliate effective as of the Closing Date. Seller undertakes to cooperate with Buyer and to cause Banshee to cooperate with Buyer, and to assist with the transfer of the Transferred Employees to Buyer or its Affiliate. For the avoidance of doubt, the parties hereto acknowledge and agree that no representation is being made herein with respect to the employment or terms of employment of any of the Transferred Employees by Buyer or its Affiliate, and in any event, no representation herein of any party hereto shall confer any rights or remedies upon any of the Business Employees and/or Former Business Employees, and such employees shall not be deemed as third party beneficiaries hereunder.
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Termination of Transferred Employees. If, within the first twelve (12) months after Closing, a Transferred Employee is involuntarily severed without “cause” from employment from Buyer, such Transferred Employee will receive from Buyer severance benefits at a level no less favorable than the greater of (a) Seller’s severance plan as in effect at the Transfer Date and (b) Buyer’s severance plan, if any, applicable to the severed employee; provided, however that nothing contained in this Agreement shall be construed to in any way limit or prevent Buyer from terminating any Transferred Employee at any time for “cause” or for reasons related to poor performance or conditions of employment. For the purposes of this Section 6.3, “cause” shall mean the determinations of the applicable courts, under the applicable Law, as “cause” in such employment termination cases or where applicable courts under applicable law have not determined “cause” in such employment termination cases, “cause” shall be determined by Buyer in its reasonable discretion.
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Termination of Transferred Employees. (a) Purchaser shall bear the cost and expense of the termination of the employment of any Transferred Employee on and after such Transferred Employee’s Hiring Date.
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Termination of Transferred Employees. Purchaser will evaluate all Transferred Employees to determine, in its sole discretion, its continued need for the position in which he or she is employed or the individual employee's performance capabilities. Within four months after any employee's date of hire by Purchaser, Purchaser may notify Unocal in advance that Purchaser wishes to terminate any Transferred Employee, and Purchaser will pay the employee severance benefits, as described on Schedule 9.1(i), giving credit for the employee's combined service with Unocal and Purchaser and using the Transferred Employee's base pay as of the Closing Date. Unocal will repay Purchaser for the amount of said benefits. Any Transferred Employee who is terminated by Purchaser more than four months, but less than sixteen months after such employee's date of hire by Purchaser, will be paid severance benefits by Purchaser according to the Unocal Termination Allowance Plan (a copy of which is included in Schedule 3.12 giving credit for the employee's combined service with Unocal and Purchaser and using not less than the employee's base pay as of the Closing Date. No payment shall be made by Unocal to Purchaser for said payment. Notwithstanding anything to the contrary contained in Section 9.1(a) above, an employee will not receive any benefits under Purchaser's severance benefits policy during the periods described above.
Sample 1

Related to Termination of Transferred Employees

  • Transferred Employees Harpoon’s employment of the Transferred Employees shall terminate at 11:59 p.m. Pacific Time on the Series B Closing Date. Prior to or in conjunction with the Series B Closing, Maverick shall in good faith offer employment to the Transferred Employees, pursuant to terms of written offer letters, with such employment to commence on the first Business Day immediately following the Series B Closing Date. In the event that any such Transferred Employee accepts Maverick’s offer of employment either before or after the Series B Closing, Maverick shall be responsible for all Liabilities (including salaries and benefits, including the maintenance of appropriate levels of workers’ compensation insurance) arising out of any such employment from and after the initial date of the Transferred Employee’s employment with Maverick. Harpoon shall be responsible for providing notice and health continuation coverage under COBRA to any Transferred Employee (and his/her qualified beneficiaries) who experiences a qualifying event after the Series B Closing Date. With respect to all confidentiality and invention assignment provisions applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing, Harpoon shall enforce such provisions on behalf of Maverick, at Maverick’s request and expense, to the extent that Maverick cannot enforce such Contracts directly. Effective upon the Series B Closing, Harpoon hereby waives (x) any non-competition or similar provisions and (y) any confidentiality provisions, to the extent restricting disclosure or use of the Transferred Intellectual Property or use of the license set forth in Section 2.2(a), in each case ((x) and (y)) applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing.

  • Continuing Employees “Continuing Employees” is defined in Section 6.4 of the Agreement.

  • Delayed Transfer Employees To the extent that applicable Law or any arrangement with a Governmental Authority prevents the Parties from causing any (a) Honeywell Employee who is intended to be a SpinCo Employee to be employed by a member of the SpinCo Group as of immediately following the Distribution as contemplated by Section 2.01 or (b) SpinCo Employee who is intended to be a Honeywell Employee to be employed by a member of the Honeywell Group as of immediately following the Distribution (each such employee, a “Delayed Transfer Employee” and the SpinCo Group or Honeywell Group entity to which such Delayed Transfer Employee is intended to be transferred, the “Destination Employer”), the Parties shall use commercially reasonable efforts to ensure that (i) such Delayed Transfer Employee becomes employed by the Destination Employer at the earliest time permitted by applicable Law or such agreement with a Governmental Authority and (ii) the Destination Employer receives the benefit of such Delayed Transfer Employee’s services from and after the Distribution, including under the TSA or by entering into an employee leasing or similar arrangement. “Delayed Transfer Employee” shall also include any Honeywell Employee who, following the Distribution, provides services to the SpinCo Group under the TSA and whose employment is intended by Honeywell to transfer to the SpinCo Group following the completion of the applicable TSA service, and with respect to such Delayed Transfer Employees, the Parties shall use commercially reasonable efforts to ensure that any such Delayed Transfer Employee becomes employed by the SpinCo Group as soon as practicable following the completion of the applicable TSA service. From and after the commencement of a Delayed Transfer Employee’s employment with the Destination Employer, such Delayed Transfer Employee shall be treated for all purposes of this Agreement, including Section 4.02, as if such Delayed Transfer Employee commenced employment with the Destination Employer as of the Distribution as contemplated by Section 2.01.

  • Former Employees Newco shall have no Liability with respect to (1) Former Employees or (2) as provided in the Transaction Agreement, former employees of JBG or its Affiliates who had a termination event on or prior to the Closing, in each case, regardless of when such Liability arises. Vornado shall retain Liability, if any, with respect to Former

  • Soliciting Employees The Executive promises and agrees that for a period of one year following termination of his employment, he will not, directly or indirectly solicit any of the Company employees who earned annually $50,000 or more as a Company employee during the last six months of his or her own employment to work for any other business, individual, partnership, firm, corporation, or other entity.

  • Affected Employees Affected Employees" shall mean employees of the Seller who are employed by Buyer immediately after the Closing Date.

  • Business Employees Immediately after the date of this Agreement, Buyer shall offer employment to each Business Employee set forth on Schedule 6.6(a). Buyer shall reimburse Seller for severance obligations (if any) arising as a result of the rejection of Buyer’s offer of employment by any Business Employee. Buyer shall cause each offer of employment to a Business Employee pursuant to this Section 6.6(a) to provide for (i) an annual salary or hourly wage rate (as applicable), (ii) annual and long-term bonus and incentive compensation opportunities (other than incentive compensation opportunities related to the transactions contemplated by this Agreement), and (iii) employee benefit plans, programs and arrangements (collectively “Employment Terms”) that are substantially comparable, in the aggregate, to those provided to Buyer’s employees in similar positions. In addition, Buyer may offer employment to the Business Employees set forth on Schedule 6.6(b), on terms to be mutually agreed upon, at the Buyer’s sole discretion. Buyer shall reimburse Seller for severance obligations (as set forth on Schedule 6.6(c)), actually paid by Sellers or Parent, arising as a result of the rejection of Buyer’s offer of employment by any Business Employee or arising as a result of Buyer’s failure to offer employment to any Business Employee if such Business Employee is terminated by Seller within thirty (30) days of the Closing Date. Any Business Employee who accepts Buyer’s offer of employment pursuant to this Agreement shall be a “Transferred Employee.” Nothing herein shall restrict the right of Buyer or a Subsidiary of Buyer to terminate the employment of any Transferred Employee after the Closing Date. Any reimbursement of severance obligations by Buyer to Seller, as set forth above, shall occur within ten (10) days of a reimbursement request from Seller.

  • 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.

  • Termination of Employees At closing the Vendor will terminate the employment of all employees to whom the Purchaser has made an offer of employment under section 8.1 and will indemnify and save harmless the Purchaser from and against all claims by any employee of the Vendor for wages, salaries, bonuses, pension or other benefits, severance pay, notice or pay in lieu of notice and holiday pay in respect of any period before closing.

  • Non-U.S. Employees If the Executive is a foreign national, located outside the United States, not compensated from a payroll maintained in the United States, or otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, the Committee may apply or interpret the terms and conditions of this Award in a manner that, in the Committee’s judgment, may be necessary or desirable to comply with such legal or regulatory provisions.

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