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. Section 6.17(a). 1.65.52. Triple X Facility. Section 2.8.4. 1.65.53. Triple X Calculation. Section 2.8.4.
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. Acquiror in its discretion may engage some or all of the Terminated Employees to provide services to Acquiror on terms and conditions negotiated between Acquiror and such Terminated Employees prior to Closing. After Closing, Acquiror in its discretion may engage Terminated Employees, other former employees of Cody Energy or its subsidiaries, or current employees of Cody Energy or its subsidiaries to continue their service as temporary employees to aid in performing activities necessary to facilitate the transition of ownership of Cody Energy. Individuals described in this Section 8.05(a)(ii) shall be referred to as "Transition Employees". The Transition -------------------- Employees shall provide services to Acquiror on terms and conditions negotiated between Acquiror and such Transition Employees, and, unless Acquiror decides to the contrary, such Transition Employees will not be covered by either the benefit plans sponsored by Acquiror or the Cody Benefit Plans. Acquiror shall provide COBRA continuation coverage to those Transition Employees who lose coverage under the Cody Energy or Acquiror group health plan.
Transition Employees. In addition to the Transferred Employees, PediaMed agrees that Connetics shall have access to the following PediaMed employees, to the extent then employed by PediaMed, for at least 90 days after the Transition Date: [**] (collectively, the “Transition Employees”). Connetics acknowledges that some of the Transition Employees may not continue to be employed at PediaMed after the Transition Date, and to the extent that applies, PediaMed and Connetics agree (a) that Connetics shall have the right to enter into separate agreements with one or more of the Transition Employees for ongoing services, and (b) that if PediaMed terminates the employment of any Transition Employee on or before January 31, 2006, the provisions of Section 2.3(b)(ii) above shall apply to such Transition Employee.
Transition Employees. The Buyer shall extend offers of temporary employment to those employees of the Seller or NLT set forth on SCHEDULE 10.4(f) (who shall be in addition to the Transferred Employees) (the "TRANSITION
