TRANSFEREE EMPLOYEES. Effective as of the Closing Date, Seller shall terminate the employment of the employees of the Business. Buyer shall offer employment to all employees of the Business, except Sheldon B. Taylor and George H. Angelhoff, on the Closing Date on suxxxxxxxxxxx xxxxxar texxx xxx xonditions of employment as those previously provided by Seller. All such employees offered and accepting employment with Buyer shall be referred to herein as "TRANSFEREE EMPLOYEES."

TRANSFEREE EMPLOYEES. 22 6.2 Severance Obligations................................ 23 6.3

TRANSFEREE EMPLOYEES. Effective as of the Closing Date, Sellers shall terminate the employment of the Employees of the Business (including persons hired following the execution and delivery of this Master Agreement pursuant to Section 7.1), other than the employees of the Transferred Subsidiaries, and Buyer or one of its Subsidiaries shall offer employment to all employees whose employment is so terminated effective as of the time of their termination of employment with Sellers, including all employees who are not actively at work on the Closing Date due to short-term disability, layoff, military service or other authorized leave of absence. In addition, Buyer shall offer employment to all Employees of the Business who on the Closing Date are absent from work due to a long-term disability and who notify Buyer within twelve months of the Closing Date that they have recovered from such long-term disability. All such employees who accept Buyer's offer of employment and all employees of Transferred Subsidiaries shall be referred to herein as "Transferee Employees." Buyer or its Subsidiaries shall hire Transferee Employees other than employees covered by a collective bargaining agreement at levels of direct cash compensation (excluding employee and fringe benefits) not lower than their current level of direct cash compensation with Sellers. Except as otherwise provided herein, Sellers shall be responsible for (by payment or accrual on the Closing Financial Statements) wages, salaries and benefits (including vacations) of employees until they become Transferee Employees.

TRANSFEREE EMPLOYEES. Effective as of the Closing Date, Seller shall terminate the employment of the employees of the Business. Buyer shall offer employment to all employees of the Business on the Closing Date on substantially similar terms and conditions of employment as those previously provided by Seller. All such employees offered and accepting employment with Buyer shall be referred to herein as "TRANSFEREE EMPLOYEES." After the Closing Date, Seller shall notify Buyer in advance of any intended communication with any Transferee Employee and any communication to any Transferee Employee other than the President, Controller, human resources manager or plant manager shall require the consent of Buyer which shall not be unreasonably withheld. All W-2s and any other similar documents shall be sent by Seller to Buyer for distribution to Transferee Employees and Buyer shall timely deliver such W-2s and any other similar document to Transferee Employees.

TRANSFEREE EMPLOYEES. Effective as of the Closing Date, Sellers shall terminate or cause to be terminated the employment of the Employees of the Business, other than the employees of the Foreign Subsidiaries, and Buyer, Buyer Designee or one of their Subsidiaries shall offer employment to all Employees of the Business other than those employees identified by Buyer to Sellers not less than five days prior to the Closing Date ("Terminated Employees") whose employment is so terminated effective as of the time of their termination of employment with Sellers, including all employees who are not actively at work on the Closing Date due to short-term disability, layoff, military service or other authorized leave of absence. All such employees who accept Buyer's offer of employment and all employees of Foreign Subsidiaries shall be referred to herein as "Transferee Employees." Transferee Employees shall become eligible to participate in the employee benefit plans and arrangements maintained by Buyer, including severance benefit, in the same manner as similarly situated employees of Buyer. Except as otherwise provided herein, Sellers shall be responsible for (by payment or accrual on the Closing Financial Statements) wages, salaries and benefits (including vacations) of employees until they become Transferee Employees.

Related to TRANSFEREE EMPLOYEES

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.
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.
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
Other Employees Except as may be required in the performance of Employee’s duties hereunder, Employee shall not cause or induce, or attempt to cause or induce, any person now or hereafter employed by the Company or any of its affiliates to terminate such employment. This obligation shall remain in effect while Employee is employed by the Company and for a period of one (1) year thereafter.
Active Employees At or before the Effective Time, New Ceridian shall, or shall cause its Subsidiaries to, employ or continue to employ each New Ceridian Employee who, at the time such action is taken, is actively employed. Any employment agreement between New Ceridian and such an employee shall (i) supersede any employment agreement between such employee and the Corporation and (ii) release the Media Information Indemnitees from all Liabilities and responsibility with respect to any Employment Related Claims arising prior to the Effective Time or in connection with the transactions contemplated by this Agreement or the Distribution Agreement. Any employment agreement between the Corporation and a New Ceridian Employee shall, as of the Effective Time and subject to any contrary provisions of such agreement, be deemed to be assigned to New Ceridian.
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 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.
Key Employees The Adviser is not aware that (i) any of its executives, key employees or significant group of employees plans to terminate employment with the Adviser or (ii) any such executive or key employee is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by either the Adviser’s present or proposed business activities, except, in each case, as would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect.
Employee Participants 2.01 ELIGIBILITY.
Continuing Employees “Continuing Employees” is defined in Section 6.4 of the Agreement.

TRANSFEREE EMPLOYEES Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Related to TRANSFEREE EMPLOYEES