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. (a) Purchaser shall cause one of its limited partners to, and the relevant Sellers named therein shall, enter into that certain Employee Transfer Side Agreement as set forth on Exhibit H.
(b) Other than as provided for in 2.1.3(d), 5.28(c) or the Employee Transfer Side Agreement, the Sellers shall retain, and none of the Purchaser or its limited Partners shall assume or be deemed to have assumed, any Liabilities of the Sellers or their Affiliates relating to Employees (the “Excluded Employee Liabilities”). The Excluded Employee Liabilities shall include, but not be limited to, the following:
(i) the Sellers’ or any of their Affiliates’ obligations to contribute to, make payments with respect to or provide benefits under any employee benefit plan or arrangement of any Seller, any obligation to provide continuation coverage pursuant to COBRA under any employee benefit plan or arrangement of any Seller that is a “group health plan” (as defined in Section 5000(b)(1) of the Code) to the Transferring Employees and/or their qualified beneficiaries with respect to a COBRA qualifying event that occurs prior to the Closing; and
(ii) any Liabilities relating to the Employees or any former employees employed by the Sellers (with respect only to such employees’ employment with the Sellers), including payments or entitlements that Sellers or any of their Affiliates may owe or have promised to pay to any current or former Employees, including wages, other remuneration, holiday, bonus, severance pay (statutory or otherwise), commission, post-employment medical or life obligations, pension contributions or benefits, Taxes, ERISA Affiliate Liability, any obligation, liability or expense relating to any employment agreement or contract, the employment practices of Sellers or any of their Affiliates prior to the Closing Date and any other liability, payment or obligations related to current or former Employees, including any Liabilities relating to actions of the Sellers arising on or prior to the Closing Date, any workers compensation, labor, social welfare or similar Law, if any, including any such Liabilities arising out of or resulting from the Closing and/or the consummation of the transactions contemplated by this Agreement, other than with respect to liabilities incurred after the Closing Date by Transferring Employees who are terminated by one of Purchaser’s limited partners after the Closing Date.
(c) The Purchaser shall bear severance costs incurred by the Sellers i...
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. 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. 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 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 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. In law, the buyer has an option to offer employment to the employees of the seller. ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■
Transferring Employees. An employee transferred by direction of the Company to a position that necessitates a change of residence, will receive free transportation for himself, dependent members of his/her family and household goods in accordance with the Company's regulation, and will suffer no loss of time in consequence thereof provided authorized time thereof is not exceeded. An employee requested to transfer temporarily to some other Hotel or resort shall be free to accept or reject such request.
