Transition Employees. Crown and Constar have agreed that the employees listed in Appendix C will be classified as “Transition Employees.” For the “Applicable Period” (as described below), these Transition Employees will continue to be employed by Crown but will provide services exclusively to Constar in accordance with the Research and Development Agreement. At the end of the Applicable Period, or earlier, if mutually agreed to by the Parties, the Transition Employees shall be terminated by Crown and shall be offered employment with Constar. The “Applicable Period” with respect to Transition Employees who, as of the Closing Date, are in the process of seeking permanent residency in the United States, shall be the later of (i) 18 months from the Closing Date, and (ii) the period from the Closing Date until the date permanent residency is granted. The “Applicable Period” with respect to Transition Employees who, as of the Closing Date, are not in the process of seeking permanent residency shall be six months from the Closing Date. At such time as the Transition Employees become employed by Constar (the “Transition Date”), the Transition Employees shall be considered Active Constar Employees and will subject to all of the terms of this Agreement as of the Transition Date.
Transition Employees. In the event that any Transition Employee's employment terminates prior to the Effective Date of Employment (as defined above), Sellers, after consulting with Purchaser, shall use commercially reasonable efforts to replace such Transition Employee in order to maintain staffing levels that are appropriate with respect to the Business. Any such replacement employee shall be deemed to be a Transition Employee for purposes of this Agreement. During the period between the Closing Date and the Effective Date of Employment, the Transition Employees shall remain employees of Sellers or their Affiliates. During such period, Sellers will provide the administrative services requested by Purchaser that are reasonably necessary to service and administer the Business in accordance with the Transition Services Agreement. Up to the Effective Date of Employment, the Transition Employees shall perform the activities requested by Purchaser but shall remain under the direction and control of Sellers and Sellers shall retain the right to terminate such Transition Employees. In the event that Sellers terminate a Transition Employee without Purchaser's consent (which consent shall not be unreasonably withheld), Sellers shall be responsible for payment of related severance costs, if any. Purchaser will pay or reimburse Sellers for all costs for providing the services of the Transition Employees, including but not limited to Sellers' Fully Loaded Costs. Other than increases in salary or wages in the ordinary course of business and any changes in benefits disclosed in Schedule 5.01(A), Purchaser shall not be responsible for reimbursement for increases in the compensation and benefits of Transition Employees during the period between the Closing Date and the Effective Date of Employment without the prior written approval of Purchaser. In the event that the bonus and/or benefits paid to or provided on behalf of any Transition Employee during or for such period include amounts attributable to an entire year or any portion of a year greater than the period of time during which the Transition Employee was providing services under this Section 5.19(b), then Purchaser shall reimburse to Sellers only the pro rata portion of such bonus and/or benefits based on the period of time during which the Transition Employee provided services under this Section 5.19(b).
Transition Employees. In respect of any of the Persons who provide to the Purchaser and its Affiliates services pursuant to the Commodities Trading and Services Agreements, the Purchaser and the Seller Parties shall at least 30 days in advance of the conclusion of the term of the applicable Commodities Trading and Services Agreements identify any such employees the Purchaser wishes to continue to employ (the “Scheduled Transition Employees”). The Seller Parties shall notify the Purchaser within a reasonable period and at least 15 days prior to the conclusion of the term of the applicable Commodities Trading and Services Agreements whether it consents to permit the Purchaser and its Affiliates to continue to employ to some or all of the Scheduled Transition Employees (such employees, the “Designated Scheduled Transition Employees”).
Transition Employees. The Parties agree that the individuals providing services under the Transition Services Agreement (the “Transition Employees”) shall be employed by the SVM Group during a transition period beginning on the Business Separation and ending on a date to be agreed upon between ServiceMaster and TruGreen (for each such Transition Employee, the “Transfer Date”). Except as provided in this Agreement, the Transition Employees will be treated as ServiceMaster Employees for purposes of this Agreement.
Transition Employees. Within 30 days after the date hereof, Buyer shall notify Primestar in writing of the names of any of the employees of the Sellers which Buyer would like the Sellers to continue to employ after the Closing Date ("Potential Transition Employees"), but in no event beyond a date specified in writing by Buyer within six months following the Closing Date ("Wind-up Date"). Buyer may revise its list of Potential Transition Employees at any time. Potential Transition Employees who remain actively employed on the Closing Date (including employees absent solely by reason of vacation, but excluding employees absent for any other reason) shall constitute "Transition Employees," and Seller shall continue to employ and to make available to Buyer the services of each such employee from the Closing Date through the earlier of (i) the Wind-up Date or (ii) with respect to any such employee, any date designated in a written notice provided by Buyer to Sellers, at least 30 calendar days prior to such date ("Transition Period"). The Transition Period need not be the same for each Transition Employee, and the provision for 30 days prior notice by Buyer of its termination of any Transition Employee's services shall not be required if such termination is for "cause" (as determined by Buyer in good faith in accordance with its policies with respect to its employees).
Transition Employees. Immediately following the Closing, Transition Employees will continue to be employees of Seller upon the same terms and conditions applicable to each such employee immediately prior to the Closing and the services of such employees will be leased to Buyer pursuant to the Transition Services Agreement for all or a portion of the Transition Period.
Transition Employees. (i) For the Transition Period, Buyer or Valero shall provide, or cause to be provided, compensation (including any minimum bonus referred to in Schedule 4(o) prorated for the Transition Period) to each Transition Employee at a level no less favorable to such Transition Employee than the compensation level for such Transition Employee in effect immediately prior to the Closing Date. For any period of time that a Transition Employee remains employed by the Company following the last day of the Transition Period, Buyer or Valero shall provide, or cause to be provided, until the first anniversary of the Closing, severance benefits to such Transition Employee that are no less favorable to such Transition Employee than those provided by the Company immediately prior to the Closing Date to terminated employees, and, for purposes of determining such severance benefits, each Terminated Employee shall be given full credit for such Terminated Employee's prior service with the Company and its predecessors.
(ii) Subject to Section 9(f), Seller shall be responsible for all severance benefits (in accordance with the applicable severance programs of the Company in effect prior to the Closing) for Transition Employees who are terminated by the Company on or prior to the end of the Transition Period; provided, however, that Buyer or Valero shall reimburse Seller for the costs of such severance benefits (i) if Buyer, Valero, the Company or any of their respective affiliates hires any such Transition Employee in any capacity (including as a consultant) within one year of the end of the Transition Period for a Non-Transitional Period or (ii) to the extent such costs are attributable to the employment of such Transition Employees beyond the first 180 days immediately following the Closing Date. In addition, subject to Section 9(f), Seller shall be responsible for all other claims, costs, expenses, liabilities and other obligations (including liability for accrued vacation, post-retirement medical and insurance benefits under SFAS 106, benefits required by Section 4980(f) of the Code or other applicable statute and all other retiree medical benefits that any Transition Employee may otherwise be entitled to receive under a Benefit Plan) related to the termination of employment of any Transition Employee on or prior to the end of the Transition Period; provided, however, that in no event shall Seller be responsible for any such claims, costs, expenses, liabilities and other obliga...
Transition Employees. As of the Closing Date, Xxxxxx and -------------------- Nexell California shall enter into an Employee Lease Agreement substantially in the form attached as Exhibit G hereto (the "Employee Lease Agreement"). Schedule --------- ------------------------ -------- 9.4 sets forth a list of the transition employees to be covered by the Employee --- Lease Agreement, and Nexell California agrees to use commercially reasonable efforts to retain the services of the transition employees through the Closing and until the expiration of the transition period specified in the Employee Lease Agreement.
Transition Employees. During the Transition Period, except for the TOC Sales Manager, the Transition Employees will spend one hundred percent (100%) of their time on the Horizon Organic Dairy Business but each will remain an employee of one of the Hood Companies. The Sales Manager will spend about fifty percent (50%) of his time on the TOC business, the same percentage of time that he currently spends on TOC and will remain a Hood employee. At the end of the Transition Period, Horizon will have no more responsibility for the Transition Employees and the Hood Companies will no longer have any obligation to make the services of the Transition Employees available to Horizon.
Transition Employees. CSC and Vlasic shall use their reasonable best efforts so that as soon as practicable after the Distribution Date, CSC and Vlasic shall agree, on a case-by-case basis, regarding the treatment, for purposes of their respective employee benefit plans, of individuals whose employment changes between the CSC Group and the Vlasic Group during an agreed upon period following the Distribution Date.
