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Transition of Employees Sample Clauses

Transition of EmployeesFrom and after the Closing Date, Purchaser and Seller shall cooperate to ensure an orderly transition of the Employees who accept employment with Purchaser.
Transition of Employees. 1. Definition of “Transition” (a) Where an employee transfers from one external agency to the Corporation and the Corporation is deemed to be a successor to that agency, the employee will be deemed to have “transitioned” provided they are currently employed by the external employer on the date the dispatch/communications function is moved to the Corporation and the employee has received and accepted an offer of employment from the Corporation prior to the required date of notification. (b) Those employees working in positions equivalent to Emergency Communication Operator I, II or III (Police Dispatch) as found in Schedule “A” of this Collective Agreement may transition to the Corporation.
Transition of EmployeesFrom and after the Closing Date, Buyer and Seller agree to cooperate to ensure an orderly transition and subsequent administration of the Accepting Employees. Upon reasonable notice a Party will provide, or cause to be provided, such information and assistance to the other Party as may reasonably be requested by that Party in connection with any employment-related litigation, claim, grievance, arbitration, discovery, or other proceeding with respect to Accepting Employees, to which Buyer or Seller or any of their Affiliates is or may become a party.
Transition of Employees. A. Attached to this Letter Agreement as Exhibit B is a partial list of Maxicare’s employees, their positions and salaries, as of the Transition Date (the “Immediate Employees”). Maxicare shall terminate the Immediate Employees on the Transition Date. United hereby agrees to hire the Immediate Employees as of the Transition Date, and further agrees either to promptly reimburse the Immediate Employees for COBRA payments related to the continuation of health insurance benefits until such time as the Immediate Employees are eligible to participate in United’s group health insurance plan or to offer comparable health insurance benefits beginning on the Transition Date. Maxicare represents and warrants that there are not EEOC liabilities and/or any outstanding Worker’s Compensation liabilities. In addition, United hereby agrees to retain the Immediate Employees for a period of not less than sixty (60) calendar days following the Transition Date. Notwithstanding the foregoing, the hiring of each of the Immediate Employees shall be subject to the satisfaction of any and all background checks and policies currently in effect by United, and any continued employment shall be subject to each such employee’s compliance with all policies and procedures currently in effect or which may be instituted in the future. B. Attached to this Letter Agreement as Exhibit C is a partial list of Maxicare’s employees, their positions and salaries, as of the Transition Date (the “Transition Employees”). During the Transition Period, as the Transition Patients are discharged by Maxicare, Maxicare shall terminate the Transition Employees effective as of each Transition Employee’s termination date (the “Transition Employee Termination Date”). United hereby agrees to hire the Transition Employees as of each Transition Employee Termination Date, and further agrees either to promptly reimburse each Transition Employee for COBRA payments related to the continuation of health insurance benefits until such time as each Transition Employee is eligible to participate in United’s group health insurance plan or to offer comparable health insurance benefits beginning on the Transition Employee’s Termination Date. In addition, United hereby agrees to retain each Transition Employee for a period of not less than sixty (60) calendar days following each Transition Employee Termination Date. Notwithstanding the foregoing, the hiring of each of the Transition Employees shall be subject to the satisfactio...
Transition of Employees. From and after the expiration of the Study Period, provided that Purchaser has elected to proceed with the transaction, the Parties shall meet and cooperate to effect an orderly transition of ownership and possession of the Property on the Closing Date. Purchaser shall not contact (or otherwise discuss this transaction with) any supervisory personnel or other employees at the Hotel (“Hotel Employees”) without Seller’s prior written consent, which consent shall not be unreasonably withheld. At the Closing, Seller shall transfer and/or terminate or cause to be transferred and/or terminated all of the employees at the Hotel and Purchaser shall offer employment to a sufficient number of such terminated employees to make any requirements of the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 2101 (and any comparable State law) (collectively, the “WARN Act”) inapplicable to this transaction. Seller shall defend, indemnify and hold harmless Purchaser and the Purchaser Related Parties from and against all claims, losses, costs, actions, judgments, liabilities, damages and expenses arising out of or in connection with any Property-related employment matters accruing prior to the Closing (provided, however, that Seller shall have no liability hereunder for any claims, losses, costs, actions, judgments, liabilities, damages and expenses relating to or arising from Purchaser’s failure to perform its obligations under this Section 9.5), and Purchaser shall defend, indemnify and hold harmless Seller, and the other Released Parties from and against any and all claims, losses, costs, actions, judgments, liabilities, damages and expenses arising out of or in connection with (i) any Property-related employment matters accruing on or after the Closing and/or (ii) the WARN Act. Notwithstanding anything to the contrary contained in this Agreement, Purchaser may (but no sooner than ten (10) Business Days prior to the Closing Date) interview and/or train Employees (“Employee Transition Process”), and Seller shall cooperate with Purchaser throughout the entire Employee Transition Process (“Transition Cooperation”). Purchaser shall reimburse Seller for any additional payroll expenses directly attributable to Hotel Employees’ participation in the Employee Transition Process.
Transition of Employees. Seller and Buyer shall cooperate to ensure an orderly transition of the Transferred Employees.
Transition of EmployeesWithin thirty (30) days of the Effective Date, Aurum will extend offer letters of at-will employment to be effective as of the Implementation Date, to those Customer employees listed in Schedule H (each, an “Employee Offeree”) in accordance with Aurum’s normal employment policies, subject to the allowances and provisions set forth in this Article. Aurum’s offer letter to the Employee Offerees shall not be construed as a promise or commitment of continuing employment. Each Employee Offeree who accepts Aurum’s offer of employment pursuant to Aurum’s normal employment policies and this Article will become, on the Implementation Date, an Aurum employee (each, a “Transitioned Employee”) and will be eligible to participate in all employee benefit plans or employment policies and programs available to similarly situated Aurum employees.
Transition of EmployeesSeller covenants and hereby agrees to waive any employment restrictions as such restrictions or covenants may apply to any Employee who renders services in connection with the Business to the extent necessary to permit any such Employee to accept employment with Purchaser and perform his or her duties pursuant to such employment. From and after the Closing Date, Purchaser and Seller shall cooperate to ensure an orderly transition of the Transferred Employees. Seller agrees {P0227089:21 } -60- to (i) pay timely all compensation due any Employees through the day prior to the Closing Date, (ii) to pay timely all severance pay, if any, due Employees as a result of the transactions contemplated by this Agreement or otherwise, and (iii) remit timely to all applicable Governmental Authorities and quasi-Governmental Authorities all income, social security, payroll withholding and employment taxes due in connection with the Business prior to the Closing Date. As of and subsequent to the Closing Date, Purchaser and Parent shall: (a) provide the Transferred Employees with service credit for purposes of eligibility, participation, vesting and levels of benefits (but not for benefit accruals under any defined benefit pension plan), under any employee benefit or compensation plan, program or arrangement adopted, maintained or contributed to by Purchaser or an Affiliate in which Transferred Employees are eligible to participate (the “Purchaser Plans”) for all periods of employment with Seller prior to the Closing Date; (b) cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any Purchaser Plans to be waived with respect to the Transferred Employees and their eligible dependents, to the extent waived under the corresponding plan in which the applicable Transferred Employee participated immediately prior to the Closing Date; and (c) give the Transferred Employees and their eligible dependents credit for the plan year in which the Closing Date occurs and annual out-of-pocket limits for expenses incurred prior to the Closing Date, in each case, to the extent permitted by applicable Law.
Transition of Employees. (a) As of the Effective Date, Seller shall terminate all employees of Seller or any affiliate thereof at the Hospital, and Buyer shall make offers of full-time or part-time employment (as applicable) to those individuals employed by Seller and identified in the Transition Services Agreement (the “Seller Employees”). Buyer shall not assume any liabilities or obligations with respect to the Seller Employees as a result of their employment with Seller including, without limitation, any liability or obligation for the payment of wages or other benefits such as vacation or sick days which have been earned but not taken as of the Effective Date.
Transition of Employees. (a) For the purposes of this Agreement, the term "Phoenix Office" shall mean the commercial real estate brokerage transaction services business of G&E operated out of its office in Phoenix, Arizona, and shall exclude any property management or facilities management business or persons engaged in the business of property management or facilities management out of that office. The term "Employees" shall mean all persons employed by the Phoenix Office on a full-time or part-time basis as of March 1, 2003, but shall exclude all those persons retained by the Phoenix Office as independent contractor real estate brokers or salespersons as of the such date.