Transferred Employees Clause Samples
POPULAR SAMPLE Copied 43 times
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- stand...
Transferred Employees. The sale and purchase under this Agreement constitutes a transfer of undertaking under Chapter 1, Section 10 of the Finnish Employment Act (26.1.2001/55, as amended) and on the Transfer Date, all Employees, other than the Employees listed in Appendix 12 retained by Sellers (the “Retained Employees”), will transfer and become employees of Purchaser as from the Transfer Date in accordance with the Finnish Employment Act (collectively, the “Transferred Employees”). For the avoidance of doubt, any Employee is only regarded a Retained Employee provided that he/she will have, by Closing, entered into a tripartite agreement with the Purchaser and the relevant Seller (or Seller’s Affiliate) according to which the employee shall not become or be deemed to become an employee of the Purchaser and shall not present any claims against the Purchaser relating to the transfer of undertaking, and if any Retained Employee does not enter into such agreement, he/she is considered as a Transferred Employee. The Sellers shall indemnify and hold harmless the Purchaser in respect of any costs, damages and expenses related to any claims from Retained Employees. In case any other employees of the Sellers or their Affiliates than the Transferred Employees or Retained Employees claim that they would have been entitled to transfer to the Purchaser pursuant to Section 12.1, the Sellers shall (i) use, and shall cause that their relevant Affiliates use, all reasonable measures to persuade such employees to conclude a tripartite agreement with the Purchaser and the relevant Seller (or Seller’s Affiliate) according to which the employee shall not transfer to the employment of the Purchaser and shall not present any claims against the Purchaser relating to the transfer of undertaking, and (ii) shall indemnify and hold harmless the Purchaser in respect of any costs, damages and expenses related to any claims from such other employees of the Sellers or their Affiliates.
Transferred Employees. (a) At least five (5) days prior to (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on at least the same terms and conditions with respect to base salary or hourly wages as those in effect immediately prior to the Closing Date. The Buyer shall extend an offer of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.”
(b) The Buyer shall assume and be responsible for the payment of (i) all wages due to the Transferred Employees accrued since the last regular payroll date prior to the Closing Date or assignment date, as applicable, (ii) all amounts due to the Transferred Employees (or to service providers for bene...
Transferred Employees. The Company will terminate all of its employees (except for those Persons listed on Schedule 5.5 hereto) including, upon their return from leave, those employees on short-or long-term disability, family leave or any other authorized leave of absence, immediately prior to the Closing ("Terminated Employees"). The Purchaser will offer employment, immediately after the Closing, to all Terminated Employees, upon terms and conditions acceptable to Purchaser, including but not limited to a requirement that any new employee of the Purchaser agree to be subject to the terms of employment set forth in the Purchaser's employee handbook and agrees to execute a confidentiality and non-disclosure agreement in favor of Purchaser. Those Terminated Employees that accept Purchaser's offer of employment shall be collectively referred to herein as the "Transferred Employees." In connection with the employment of the Transferred Employees, the Purchaser will (i) assume all employee liabilities accrued on the Closing Balance Sheet in respect of such Transferred Employees for payroll, payroll taxes and employee vacation benefits, and (ii) be responsible for any liability for severance benefits under the Purchaser's severance policy, if any, which may become due to Transferred Employees whose employment by Purchaser is terminated after the Closing Date by the Purchaser. For purposes only of calculating severance payments which may become due with respect to a Transferred Employee, a Transferred Employee's length of employment by Purchaser shall be deemed to include such Transferred Employee's length of employment by the Company. Notwithstanding the foregoing, nothing in this Section 5.5 is intended to obligate the Purchaser to continue the employment of any Transferred Employee for any period following the Closing, to restrict in any way the Purchaser's rights to modify the terms and conditions of any Transferred Employee's employment or to bestow upon any Transferred Employee any rights as a third party beneficiary hereof.
Transferred Employees. (this applies to employees transferring within the bargaining unit or transferring into or out of a bargaining unit position) name, social security number, date of job transfer, position the employee is transferring from and into, new hire information for those employees new to the bargaining unit.
Transferred Employees. Purchaser covenants to Seller that it will do or cause the following to occur:
(a) No later than the Final Approval Date, Purchaser shall offer employment beginning as of the Closing Date to all Bank Employees in good standing upon terms and conditions described in subsection (b) below and subject to the Closing. Transferred Employees will be subject to the employment terms, conditions and rules applicable to other similarly situated employees of Purchaser. Nothing contained in this Agreement shall be construed as an employment contract between Purchaser and any Transferred Employee.
(b) Purchaser shall provide each Transferred Employee with the following:
(i) Each Transferred Employee will be eligible to participate in any qualified profit sharing plan/401(k) plan or plans of Purchaser, if he or she is eligible based on each plan's eligibility criteria as of the close of business on the Closing Date. Purchaser shall credit each Transferred Employee with the period of years of service with Seller, its Affiliates and predecessors in determining eligibility to participate, vesting and level of matching contributions in such plan or plans, as if the Transferred Employee had been an employee of Purchaser during such period;
(ii) Each Transferred Employee will be eligible to participate in the Purchaser's qualified pension plan or plans, if he or she is eligible based on each such plan's rules and eligibility criteria as of the close of business on the Closing Date. Purchaser shall credit each Transferred Employee with the period of years of service with Seller, its Affiliates and predecessors in determining eligibility to participate, vesting and eligibility to receive benefits (but not accrual of benefits under any defined benefit plan) in Purchaser's pension plan(s), as if the Transferred Employee had been an employee of Purchaser during such period; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any benefit for any period of service;
(iii) Each Transferred Employee will receive credit for years of service with Seller, its Affiliates and predecessors for purposes of calculation of benefits and waiting period eligibility in Purchaser's other miscellaneous benefits programs not specifically covered by other subparagraphs of this section, as if the Transferred Employee had been an employee of Purchaser during such period, including but not limited to, vacation, severance, leaves of absence, educati...
Transferred Employees. As of the Closing Date, and in accordance with the Offer Letter, Buyer shall offer to employ each employee and Excluded Independent Contractor of the Company set forth on Schedule 4.7(a) (the “Business Employees”) upon the same (or comparable as a whole) terms and conditions of employment, including base salary, commission, bonus and incentive compensation and severance, in each case as set forth in Schedule 4.7(a) and shall offer to provide employee benefits in accordance with Section 4.7(c). Effective as of immediately prior to the Closing, the Company shall have terminated the employment of all Business Employees. The Business Employees who accept employment with Buyer are referred to herein as “Transferred Employees.” Buyer shall credit as time employed by Buyer each Transferred Employee’s time employed by the Company with respect to each of Parent’s and/or Buyer’s Employee Benefit Plans, as applicable, to the extent provided in Section 4.7(c). Buyer shall (i) accept transfer of the earned and accrued but unused vacation time of the Transferred Employees, with such employees’ consent, and (ii) provide the Transferred Employees with a reasonable opportunity to use such time, which otherwise shall be subject to Buyer’s policies after the Closing Date. Buyer shall assume all ongoing severance obligations of the Company to the Transferred Employees, which obligations shall be the responsibility of Buyer after the Closing Date provided, however, that, in the interest of clarity, the Company shall be responsible for all Transferred Employee severance obligations occurring prior to or on the Closing Date (including any severance obligation arising by reason of the termination of the Transferred Employee by the Company as provided in the second sentence of this Section 4.7(a). Except as described in this Section 4.7, neither Buyer nor any of its Affiliates shall have any Liability with respect to any Business Employee or other or former employee or retiree of the Company who is not a Transferred Employee (including any Person currently covered by any Employee Benefit Plan of the Company who is not a Transferred Employee), regardless of when such Liability arises or occurred (whether on, prior to or after the Closing Date). Buyer shall assume all Liabilities with respect to all Transferred Employees; provided, however, that except as otherwise expressly provided in this Section 4.7, the Company shall pay all wages, salaries and other compensation and employee b...
Transferred Employees. Transferred employees who take another position within the unit shall have a trial period of fifteen (15) days. The trial period may be extended not to exceed an additional five (5) days.
a) Employees who move into another position will have the opportunity within fifteen (15) workdays to return to their previous position providing that position has not been eliminated.
b) The employer may return the employee to their previous position with cause any time during the trial period.
c) During the trial period the employer may consider the former assignment as a temporary position, or a substitute position.
d) Employees may take voluntary layoff if they choose to leave their position. When a vacancy occurs within the classification, active classification members will get first priority, then, classification employees by seniority on layoff. They will be on the recall list by seniority one (1) year. R-15
Transferred Employees. (a) Section 9.03 of the Disclosure Schedule sets forth a complete list of the Employees that Buyer has requested transfer to the employment of Buyer (the “Transferred Employees”). All Transferred Employees shall become full time employees of Buyer at 12:01 a.m. on the day immediately following the Closing Date upon completion of Buyer's on-boarding process, unless specified otherwise in Section 9.03 of the Disclosure Schedule. Those Business Employees who are not listed in Section 9.03 of the Disclosure Schedule shall not be considered Transferred Employees for any purpose under this Agreement.
(b) Each Transferred Employee may be fingerprinted and/or drug tested by Buyer in accordance with Buyer’s employment practices and procedures. Each Transferred Employee shall be employed in a position with similar compensation, duties and responsibilities to those in effect with such Employee's position with the Seller prior to the Closing Date and with the comparable hours of work to other similarly situated employees of the Buyer. Additionally, the annual base salary terms of such offers shall comply with Section 9.04.
(c) Buyer shall have sole responsibility for any activity in connection with advising Employees to whom it offers employment of the details of such employment and answering any questions relating thereto and any subsequent communications relating to the interviewing and hiring by Buyer of the Employees.
(d) As of the Closing Date, the Transferred Employees shall cease active participation in each benefit plan of the Seller, and no additional benefits shall be accrued thereunder for such employees. Seller shall cause any retirement plan assets to be transferred to Buyer.
Transferred Employees. Employees who transfer from MSG Networks to Spinco between the Distribution Date and the Service Crediting Date will not be eligible for an immediate distribution of their account balance from the MSG Holdings, L.P. Excess Cash Balance Plan, MSG Holdings, L.P. Excess Retirement Plan or the MSG Holdings, L.P. Excess 401(k) Savings Plan; instead, subject to compliance with any applicable requirements of Section 409A of the Code, any such account balance shall be transferred to the Spinco Excess Cash Balance Plan, Spinco Excess Retirement Plan or the Spinco Excess 401(k) Savings Plan on the date of transfer, and MSG Networks shall pay Spinco an amount equal to the vested account balance as of the transfer date within 30 days of such transfer date. Employees who transfer from Spinco to MSG Networks between the Distribution Date and the Service Crediting Date will not be eligible for an immediate distribution of their account balance from the Spinco Excess Cash Balance Plan, Spinco Excess Retirement Plan or the Spinco Excess 401(k) Savings Plan; instead, subject to compliance with any applicable requirements of Section 409A of the Code, any such account balance shall be transferred to the MSG Holdings, L.P. Excess Cash Balance Plan, MSG Holdings, L.P. Excess Retirement Plan or the MSG Holdings, L.P. Excess 401(k) Savings Plan on the date of transfer, and Spinco shall pay MSG Networks an amount equal to the vested account balance as of the transfer date within 30 days of such transfer date.