Transition Arrangements. (i) In the event of termination of this Agreement for any reason, Manager shall at the Company's expense cooperate with the Company in order to facilitate the transition to a new management service provider (the "New Provider"). Upon such termination, the Board of Directors (excluding Vento and Xxxxxxxx) shall nominate a New Provider that would not cause a significant detrimental effect on the eligibility of the Company to realize the benefits, if any, that the Company derives from its status as a "very small business," as defined in 47 CFR Section 24.720(b)(2), which New Provider shall be acceptable to the Manager. In the event that the Manager does not approve such New Provider within five (5) business days of notice of such nomination by the Board of Directors, then for each successive thirty (30) day period or portion thereof following such five (5) business day period that a New Provider shall not have been approved by Vento and Xxxxxxxx, each of Vento and Xxxxxxxx shall sell to the Company, 50% of the Shares, inclusive of those Shares already subject to repurchase pursuant to Section 7(b), then owned by each of them at a price per share equal to $.0l per Share. Manager shall at the Company's expense take whatever steps are commercially reasonable to assist the New Provider in assuming the management of the Company and the operation of the Business including, without limitation, transferring to the New Provider all historical financial, tax, accounting and other data in the possession of Manager, and giving such consents, assigning such permits and executing such instruments as may be necessary to vest in the New Provider those rights that were necessary for Manager to perform its services hereunder.
(ii) Within five (5) business days after the nomination by the Board of Directors of a New Provider, each of Vento and Xxxxxxxx agrees to nominate a successor Person or group of Persons (collectively, a "Successor Control Group") that would not cause a significant detrimental effect on the eligibility of the Company to hold a Block F PCS license and to realize the benefits, if any, that the Company derives from its status as a "very small business," as defined in 47 CFR Section 24.720(b)(2), to whom the Voting Preference Common Stock, the Class C Common Stock set forth on Schedule I (the "Class C Common Stock") and any shares of Class E Common Stock acquired by Vento and Xxxxxxxx after the date hereof as contemplated by Section 7(f) below (any such shares...
Transition Arrangements. The Parties agree that: existing quality standards will be continued and strong safeguards will be maintained in WA during transition; existing Western Australian quality systems will continue to operate for providers seeking to register with the WA NDIS authority to offer supports funded by the NDIS and existing safeguarding arrangements for participants, including existing approaches to the regulation of restrictive practices; and existing Western Australian quality systems will continue to operate for Commonwealth Continuity of Support Program clients aged 65 and over, not covered by Commonwealth provisions. Table 1 sets out the quality and safeguarding arrangements that will be in place in WA during transition. This reflects current responsibilities and would be amended, subject to any transitional arrangements agreed by governments as part of transition to a national NDIS quality and safeguarding system. Table 1 – Quality and safeguard assurance arrangements during transition Applicable legislation Quality standards Accreditation and assurance processes Complaints and investigation Critical incident reporting Regulation of the use of restrictive Practices Western Australian funded programmes Disability Services Xxx 0000 Guardianship and Administration Xxx 0000 State Records Xxx 0000 Freedom of Information Xxx 0000 Children and Community Services Xxx 0000 Working with Children (Criminal Records Checking) Xxx 0000 The Mental Health Xxx 0000 Disability Service Standards Other relevant state and Commonwealth standards including standards set via state- based policies and program guidelines. Applicable state legislation or policy enforced via contract Including upfront and ongoing external quality evaluation Staff vetting via applicable legislation or legal requirements (e.g. contract) Applicable state legislation or policy enforced via contract Health and Disability Services Complaints Office Ombudsmen Public Advocate/ Guardians Government agencies Disability Services Xxx 0000 Contractual obligations Code of Practice for elimination of restrictive practice (voluntary) Disability Service Standards Commonwealth funded programmes including employment services Disability Services Xxx 0000 National Standards for Disability Services Accreditation bodies for AEDs and Advocacy Additional Program specific accreditation for early intervention Relevant government departments Commonwealth Ombudsman Aged Care Commissioner Policy enforced by contract N/A The Parties ag...
Transition Arrangements. (a) Subject to applicable Law, between the date of this Agreement and the earlier of Completion and the termination of this Agreement, each Party shall reasonably cooperate with the other Party to assist each other in planning and implementing necessary and appropriate policies, procedures and other arrangements in connection with the termination or transition of any services, technology or other support which the Seller has agreed to provide to the Company under each of the agreements attached to the Original JV Contract.
(b) The Parties shall use their commercially reasonable efforts to obtain any consents and approvals and make any other notifications that may be required in connection with paragraph (a) above.
Transition Arrangements. (a) Teachers employed by a School prior to or on 31 December 2016 will transition to the classification structure contained in subclause 7.1 – Classifications in accordance with the Transition Schedule of Part G – Monetary Rates.
(b) For the purpose of this subclause 7.4, “School” means a Recognised School operated by an Employer covered by this Agreement.
Transition Arrangements. ITTI and Purchaser shall have entered into, or shall have caused their respective Subsidiaries to enter into, the agreements and arrangements described in Section 6.16 on substantially the terms set forth in Schedule 6.16;
Transition Arrangements. Where the adoption of this Agreement creates individual situations where an employee’s rate of pay and skill level does not fit the Agreement, the following principles will apply:
a) No employee will lose pay because of the transition;
b) Some employees will need to develop additional skills and must do so within 12 months.
Transition Arrangements a) In consideration of Employee’s entering into the New Employment Agreement, RXi shall pay Employee the following compensation in lieu of any other compensation or benefits under the Existing Employment Agreement, or otherwise:
1) Within three business days following the Effective Date, RXi shall (i) pay Employee $50,000 in cash and (ii) issue to Employee under RXi’s 2007 Incentive Plan $50,000 of shares of RXi common stock valued for this purpose at the closing price of RXi common stock as reported on The NASDAQ Capital Market on the Effective Date.
2) To the extent it shall not have done so previously, within three business days following the Effective Date, RXi shall pay Employee any accrued and unpaid Base Salary as of the Effective Date.
3) Employee acknowledges and agrees that any and all accrued and unpaid vacation pay and other paid time off of Employee shall be assumed by RNCS and honored by RNCS under the New Employment Agreement.
4) To the extent it shall not have done so previously, upon presentation by Employee after the Effective Date, RXi shall reimburse Employee for any previously unreimbursed business expenses incurred by her prior to the Effective Date in accordance with RXi’s usual expense reimbursement policies.
5) In conjunction with the Spin-off Closing, RXi shall grant to Employee under RXi’s 2007 Incentive Plan an option to purchase up to 50,000 shares of RXi common stock at an exercise price equal to the closing price of RXi common stock as reported on The NASDAQ Capital Market as of the date of the Spin-off Closing and otherwise on the terms set forth in the form of Option Agreement attached hereto as Exhibit 1.
6) To the extent it shall not have done so previously, RXi shall reimburse Employee, promptly upon presentation by Employee of invoices therefor, for legal services and disbursements, not to exceed $10,000 in the aggregate, incurred by her in connection with the negotiation and preparation of this Agreement, the New Employment Agreement and the Definitive Agreements, tax and other legal analysis of the transactions contemplated hereby and thereby and related matters. Additionally, to the extent it shall not have done so previously, RXi shall, upon presentation by Employee of appropriate documentation, reimburse Employee as provided in the Existing Employment Agreement for her relocation expenses as follows:
(i) Closing costs on the sale of Employee’s Colorado home up to a maximum of 7% of $500,000 (i.e., $35,000); and
(ii...
Transition Arrangements. Upon the effectiveness of this Credit Agreement, this Credit Agreement shall supersede the Existing Credit Agreement in its entirety, except as otherwise provided in this §20. This Credit Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Funding Date. The execution and delivery of this Credit Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Credit Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Borrower outstanding thereunder, secured by the Security Documents. As of the Funding Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” (as defined in the Existing Credit Agreement) shall be subsumed within and be governed by this Credit Agreement and the Notes; provided, however, that each of the “Loans” (as defined in the Existing Credit Agreement) advanced by the Existing Lenders and outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Credit Agreement shall be refinanced on the Funding Date, subject to the provisions of §6.10 hereof, with the proceeds of the Loans advanced hereunder. Interest with respect to Loans outstanding under the Existing Credit Agreement on the Funding Date shall be paid on the Funding Date. As of the Funding Date, the Existing Letters of Credit shall be deemed to be a Letter of Credit issued pursuant and subject to the conditions of §5 hereof and the Borrower hereby affirms its obligations thereunder. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Transition Arrangements. 42.1 Where an employee becomes covered by this Agreement as a result of the agreement to not include the words found in Clause 4.3.3 of the predecessor Agreement, the following provisions will apply during the period of 6 months following approval:
i. the employee’s duties must be classified under the terms of the CPSE Determination 5 or as agreed between the parties;
ii. until the employee’s duties are classified he or she will continue to be remunerated in accordance with the terms and conditions that applied before becoming covered by this Agreement;
iii. employees will receive no lower rate of pay than that which they received before becoming covered by this Enterprise Agreement;
iv. the employee’s remuneration must be reviewed so that with effect from the date of approval, he or she receives no less than the remuneration payable under this Agreement.
Transition Arrangements. Buyer shall assume the Transition Arrangements and maintain them through April 9, 2001. Except as the parties otherwise agree, Buyer shall indemnify and hold Seller and its Subsidiaries harmless from and against any payments and benefits due under the Transition Arrangements.
