Transferring Employees. From the date of this Agreement until the Effective Date, Seller has not paid or obligated itself to pay, any compensation, commission or bonus to any staff employee or independent contractor as such, except for the regular compensation, accrued benefits and commissions payable to such staff employee or independent contractor at the rate in effect on the date of this Agreement. Seller agrees to notify Buyer of the departure or pending departure of any staff employee prior to the Effective Date.
Transferring Employees. (i) Nothing contained in this Section 5.13(b) or elsewhere in this Agreement shall require Buyers (or the Subsidiaries) to continue any Buyer Plan or Sellers’ Benefit Plan after the Closing. Nothing contained in this Agreement shall be construed to prevent the termination of employment of any Transferring Employee or any change in the employee benefits available to any Transferring Employee or the amendment or termination of any particular Buyer Plan or Sellers’ Benefit Plan.
(ii) Subject to Section 5.13(b)(i) above, Buyers will provide Transferring Employees with benefits under Buyer Plans (including any Sellers’ Benefit Plan continued by Subsidiaries or assumed by Key Texas) substantially comparable to the benefits provided to similarly situated employees of Buyers, if any, otherwise as determined by Buyers in their sole discretion. Buyers shall cause each Buyer Plan to count service, as recognized by the Seller Group under the Sellers’ Benefit Plans prior to Closing, for purposes of eligibility to participate, vesting or benefit determination, to the same extent service was recognized on behalf of Transferring Employees under analogous Sellers’ Benefit Plans, except where such service recognition causes a duplication of benefits and except with respect to any defined benefit pension plan of Buyers or any plan subject to Title IV of ERISA. Buyers will give credit to Transferring Employees for earned but unused vacation and accrued vacation under Sellers’ Benefit Plans determined as of the Closing Date.
(iii) With respect to the Sellers Severance Plan, for any Transferring Employees participating in the Hourly Severance Plan at Closing, Buyers agree to continue (or to cause Subsidiaries) to provide any and all severance benefits set forth in and under the terms of the Hourly Severance Plan or a similar plan or program of Buyers to such Transferring Employees for a period of six months following the Closing, and for any Transferring Employees participating in the Salaried/Office Severance Plan, the Field Employees Severance/Retention Plan, or the Houston Employees Severance/Retention Plan at Closing, Buyers agree to provide any and all severance benefits and any remaining retention benefits set forth in and under the terms of the Salaried/Office Severance Plan, the Field Employees Severance/Retention Plan, the Houston Employee Severance/Retention Plan or a similar plan or program of Buyers to such Transferring Employees for a period of 12 months following ...
Transferring Employees. Capital Southwest shall, or shall cause the Capital Southwest Companies to, transfer the employment of the employees listed on Schedule 2.3(a) (the “Transferring Employees”) to CSWI immediately prior to the Distribution Date.
Transferring Employees. (i) At or before the Closing Time, the Purchaser will offer transfer of employment to the Transferring Employees of the Vendor included on Schedule B on terms not less favourable than those provided to and on which such employees were employed by the Vendor on the date hereof. Employees who do not accept such transfer of employment shall be referred to herein as “Refusing Employees”.
(ii) The Vendor will remain responsible and liable for all amounts which have accrued to all employees of the Vendor prior to the Closing Date who are not Transferring Employees or who are Refusing Employees including, without limitation, all salary, bonus, employee benefits and vacation pay. In addition, the Vendor will be liable for all severance payments, damages for wrongful dismissal and all related costs payable in respect of the termination by the Vendor of the employment of the employees of the Vendor prior to the Closing Time. Purchaser shall become responsible after Closing for any amount due to any Transferring Employee who shall accept Purchaser’s offer of transfer of employment.
(iii) Post-Closing Access. After the Closing Date, upon reasonable notice, the Purchaser shall give to the representatives, employees, counsel and accountants of the Vendor, access, during normal business hours, to the business records which relate to periods prior to the Closing Date and will permit such persons to examine and copy such records to the extent reasonably requested by the Vendor in connection with the preparation of tax and financial reporting matters, audits, legal proceedings, governmental investigations and other business purposes. However, the Purchaser shall not be obliged to take any action pursuant to this subsection that would unreasonably disrupt the normal course of its business, violate the terms of any contract to which it is a party or to which the Purchaser or any of its assets is subject or to grant access to any of its proprietary, confidential or classified information.
Transferring Employees a Potential Returning Employee whose employment transfers to a New Supplier following the Termination Date by virtue of the TUPE Regulations. TUPE Regulations: the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended. University Assets: any documents, information, items, materials, data, plant or equipment owned or held by the University and provided or made available by the University for use in the supply of the Goods or provision of the Services. University's Premises: the premises made available by the University for use or access by the Supplier for the supply of the Goods or the provision of the Services on the terms set out in the Contract.
Transferring Employees. Each HHH Performance-Based Restricted Stock Award which vests based on achievement of HHH NAV (or adjusted NAV) that is outstanding as of immediately prior to the Effective Time and held by a Transferring Employee shall be canceled and converted, as of immediately prior to the Effective Time, into a Seaport Entertainment Restricted Stock Award that covers a number of shares of Seaport Entertainment Stock equal to the product obtained by multiplying (x) the number of shares of HHH Stock covered by the HHH Performance-Based Restricted Stock Award immediately prior to the Effective Time, by (y) the Seaport Entertainment Ratio, rounded down to the nearest whole share. Such Seaport Entertainment Restricted Stock Award shall vest in full on the end date of the original performance period of the applicable HHH Performance-Based Restricted Stock Award, subject to the individual’s continued service to the Seaport Entertainment Group through such vesting date (and further subject to any provisions contained in the applicable HHH Performance-Based Restricted Stock Award providing for accelerated vesting of any service-based vesting conditions in the event of a termination of the individual’s employment or otherwise).
Transferring Employees. Each HHH Performance-Based Restricted Stock Award which vests based on achievement of HHH TSR (whether absolute or relative to other companies’ TSR) that is outstanding as of immediately prior to the Effective Time and held by a Transferring Employee shall be canceled and converted, as of immediately prior to the Effective Time, into a Seaport Entertainment Restricted Stock Award that covers a number of shares of Seaport Entertainment Stock equal to the product obtained by multiplying (x) the number of shares of HHH Stock covered by the HHH Performance-Based Restricted Stock Award immediately prior to the Effective Time that would have satisfied the applicable performance conditions based on actual performance as of the Distribution Date had the performance period ended on such date, by (y) the Seaport Entertainment Ratio, rounded down to the nearest whole share. Such Seaport Entertainment Restricted Stock Award shall vest in full on the end date of the original performance period of the applicable HHH Performance-Based Restricted Stock Award, subject to the individual’s continued service to the Seaport Entertainment Group through such vesting date (and further subject to any provisions contained in the applicable HHH Performance-Based Restricted Stock Award providing for accelerated vesting of any service-based vesting conditions in the event of a termination of the individual’s employment or otherwise).
Transferring Employees. Each HHH Time-Based Restricted Stock Award that is outstanding as of immediately prior to the Effective Time and held by a Transferring Employee shall be canceled and converted, as of immediately prior to the Effective Time, into a Seaport Entertainment Restricted Stock Award that covers a number of shares of Seaport Entertainment Stock equal to the product obtained by multiplying (x) the number of shares of HHH Stock covered by the HHH Time-Based Restricted Stock Award immediately prior to the Effective Time, by (y) the Seaport Entertainment Ratio, rounded down to the nearest whole share.
Transferring Employees. In law, the buyer has an option to offer employment to the employees of the seller. ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■
Transferring Employees. (a) An employee who has been employed with substan- tial continuity for one (1) year or more in any building signatory to this agreement (whether a member of the R.A.B. or not) will receive credit for one (1) year’s service for the purpose of com- puting vacation pay eligibility in the event that such employee changes his/her employment to a different building.
(b) An employee who has been employed with substantial continuity for five (5) years or more in any building signatory to this agreement (whether a member of the R.A.B. or not) will receive credit for five (5) years’ service for the purpose of computing vacation pay eligi- bility in the event that such employee changes his/her employment to a different building, and shall be treated as having five (5) years service at the building for the purpose of determining future vacation entitlements. Provided, however that if an employee changes his/her job on or after April 15th, of any calendar year, with proper termina- tion notice, the original Employer shall be respon- sible for the payment of a full year’s vacation.
(c) An employee who has been employed with substantial continuity for one (1) year or more in any building signatory to this agreement (whether a member of the R.A.B or not) who changes employment to a different building, will receive credit for one (1) year’s service for the purpose of determining eligibility for a medical check-up leave.
(d) For the purposes of this Article, “substantial continuity” shall mean less than one
(1) month’s break in continued service for each two (2) years of continued membership in the Union. This rule will be waived in the event of a break in service caused by illness covered by Disability Benefits, accident covered under Workers Compensation Insurance, or provided the employee is receiving Unemployment Compensation.
