Transition of Personnel Sample Clauses

Transition of Personnel. The Parties shall cooperate in good faith and shall use commercially reasonable efforts to facilitate the transition of the Transition Personnel, including but not limited to: (i) communicating the logistics of such transition to the affected personnel, (ii) coordinating the logistics of offer letters to Potential Transition Personnel and resignations from Atari by Transition Personnel and (iii) adopting reasonably appropriate resolutions to any contractual or other legal consequences triggered by the transition process. Upon completion of the transition, the Transition Personnel are released by Atari from any non-compete, non-solicitation, confidentiality solely to the extent that such restrictions will restrict the ability of such personnel to be employed by Atari Interactive as described herein. In the event that any Potential Transition Personnel either (x) ceases to be an employee of Atari prior to the Effective Date for whatever reason or (y) declines to accept Atari Interactive’s offer of employment, such individual shall not be considered to be Transition Personnel. Any liability for severance, employee benefits (see Section 8 below), visa fees, etc., if any, related to Transition Personnel, as Atari Interactive employees only, shall become the sole responsibility and liability of Atari Interactive following the Effective Date. Except as set forth below, Atari shall remain responsible for all such costs, if any, related to Transition Personnel for the period prior to the Effective Date and for Potential Transition Personnel who do not become Transition Personnel. Atari Interactive and IESA shall be responsible for the payment of 50% of the accrued vacation amount payable to the Transition Personnel with respect to vacation accrued during their employment with Atari. Such payment shall be made by Atari Interactive to Atari on the Effective Date or as part of the next regularly scheduled Atari payroll disbursement, whichever occurs later. To the extent legally permissible and materially feasible, for the purposes of participation in employee plans, benefits, etc. the tenure of each Transition Personnel shall be deemed to have commenced on the first day of such respective Transition Personnel’s employment with Atari.
Sample 1
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Transition of Personnel. (a) During the 10-day period commencing with the parties' execution and delivery of this Agreement, Buyer shall extend to each of the persons identified in Exhibit A hereto (each a "Service Business Worker;" collectively, the "Service Business Workers") written offers of employment requiring written acceptance thereof within five days of receipt of the employment offer. On or before the Closing Date, Buyer shall deliver to Seller a written notice setting forth the identity of each Service Business Worker who has accepted Buyer's employment offer.
Sample 1
Transition of Personnel. 6.7.1 Those Customer employees who have been offered employment by Supplier (contingent upon the execution and delivery of this Master Agreement), and those who have accepted such employment, are identified on Attachment 6.7. With respect to any Customer employee identified on Attachment 6.7 who on the Effective Date is in a leave status, including without limitation on medical, family, disability, industrial or sick leave, such employee shall be employed effective on return from such leave, subject to all of Supplier's standard conditions of employment. All Customer employees who accept Supplier's offer of employment and begin work with Supplier are herein referred to as "Transferred Employees."
Sample 1
Transition of Personnel. Within one week after the Effective Date, EDS will offer employment to the data processing employees of Del Monte identified in Schedule 2.1(b) (the "Transitioned Employees") in accordance with EDS' normal employment policies as stated in Section IX-3 of the Response, except as modified by the special considerations listed below, which employment will be effective with respect to each Transitioned Employee on the date specified on Schedule 2.1(b) for such Transitioned Employee. EDS will offer employment to the members of the Del Monte Management Cadre in accordance with EDS' normal employment policies as stated in Section IX-3 of the Response except as modified by the special considerations listed below, at such time, if any, that Del Monte discontinues the Management Cadre. Until such time, if any, that Del Monte discontinues the Management Cadre, EDS will not seek to employ or otherwise disrupt the employment relationship between Del Monte and the staff of the Del Monte Management Cadre or between Del Monte and any other employee of Del Monte. The following special considerations will apply to the offer of employment of Transitioned Employees and the offer of employment, if any, to the Del Monte Management Cadre:
Sample 1
Transition of Personnel. As of the Termination Date, Allin will offer ----------------------- employment to those EDS employees listed in Schedule 3 (each, an "Employee ---------- Offeree") in accordance with Allin's normal employment policies; provided, however, that Allin acknowledges and agrees that EDS may, in its sole and absolute discretion, offer employment to any such Employee Offeree. In connection with the making of such offers of employment, it is the expectation of Allin and EDS that Allin will recognize and give credit for the respective years of service at EDS of each of the Employee Offerees for purposes of establishing the following benefits for the Employee Offerees at Allin; (i) Vacation; (ii) Eligibility for early retirement; (iii) Vesting in Allin's Retirement Plan, but not for determining the value of any Employee Offeree's accrued benefits under Allin's Retirement Plan, which value will be based upon the period of time that Allin actually employs an Employee Offeree; and (iv) Short-term and long-term disability. EDS will cooperate with Allin in connection with the making by EDS of the offers of employment contemplated by this Section 3 and the distribution of employment information to the Employee --------- Offerees. Allin and EDS each agree to indemnify and defend the other and to hold the other harmless from any and all claims, actions, damages, liabilities, costs and expenses, including but not limited to reasonable attorneys' fees and expenses (collectively, "Claims"), arising out of, under or in connection with an act or omission of the indemnitor in its capacity as an employer of a person and arising out of or relating to (A) federal, state or other laws or regulations for the protection of persons who are members of a protected class or category of persons, (B) sexual discrimination or harassment, (C) work related injury or death, (D) accrued employee benefits not expressly assumed by the indemnitee and (E) any other aspect of the employment relationship or its termination (including but not limited to claims for breach of an express or implied contract of employment) and which, in all such cases, arose when the person asserting the claim, demand, charge, actions, cause of action or other proceeding was or purported to be an employee of the indemnitor.
Sample 1
Transition of Personnel. It is the intent of the Parties that substantially all of the personnel currently employed by SRP and who spend the majority of their time providing asset management or operations and maintenance services to the Excluded Entities, including, for sake of clarity, all current employees of the Excluded Entities, will transition to become employees, subject to SunEdison’s discretion, of SunEdison or its subsidiaries. In furtherance of the foregoing, SunEdison (i) acknowledges that it intends to make offers of employment, in SunEdison’s sole discretion, to each of the foregoing individuals that SunEdison desires to hire, which offers shall provide for compensation and benefits that are substantially similar to than those currently provided and (ii) agrees that it shall be responsible for the payment of all severance obligations in favor of any employees of the Excluded Entities that arise after the Acquisition Closing.
Sample 1
Transition of Personnel. The Parties intend that all of the GPI personnel performing functions similar to the Designated Services (other than those GPI employees that GPI has notified Pxxxx Systems that GPI will retain) will be transitioned to the employment of Pxxxx Systems on January 1, 2008, subject to their successful completion of Pxxxx Systems’ employment procedures relating to drug screening and background checks. The terms and conditions associated with such employee transition are set forth in Schedule 9.1.
Sample 1
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Related to Transition of Personnel

  • Employment of Personnel Manager shall use its diligent efforts to investigate, hire, pay, supervise and discharge the personnel necessary to be employed by it to properly maintain, operate and lease the Property, including without limitation a property manager or business manager at the Property. Such personnel shall in every instance be deemed agents or employees, as the case may be, of Manager. Owner has no right of supervision or direction of agents or employees of Manager whatsoever; however, Owner shall have the right to require the reassignment or termination of any employee. All Owner directives shall be communicated to Manager’s senior level management employees. Manager and all personnel of Manager who handle or who are responsible for handling Owner’s monies shall be bonded in favor of Owner. Manager agrees to obtain and keep in effect fidelity insurance in an amount not less than Two Hundred Fifty Thousand Dollars ($250,000). All reasonable salaries, wages and other compensation of personnel employed by Manager, including so-called fringe benefits, worker’s compensation, medical and health insurance and the like, shall be deemed to be reimbursable expenses of Manager. Manager may allow its employees who work at the Property and provide services to the Property after normal business hours, to reside at the Property for reduced rents (or rent fee as provided in the Operating Budget) in consideration of their benefit to Owner and the Property, provided such reduced rents are reflected in the Annual Business Plan.

  • Non-Solicitation of Personnel During the term of this Agreement and for a period of one (1) year thereafter, Consultant will not directly or indirectly solicit the services of any Company employee or consultant for Consultant’s own benefit or for the benefit of any other person or entity.

  • No Recruitment of Personnel During the Executive’s employment with the Employer and for a period of 12 months thereafter, the Executive shall not, either directly or indirectly, on the Executive’s own behalf or in the service or on behalf of others, (A) solicit, divert, or hire away, or (B) attempt to solicit, divert, or hire away, to any Competing Business located in the Territory, any employee of or consultant to the Employer or any of its Affiliates, regardless of whether the employee or consultant is full-time or temporary, the employment or engagement is pursuant to written agreement, or the employment is for a determined period or is at will.

  • Availability of Personnel The Subadvisor at its expense will make available to the Directors and Advisor at reasonable times its portfolio managers and other appropriate personnel, either in person, or, at the mutual convenience of the Advisor and the Subadvisor, by telephone, in order to review the Fund's investment policies and to consult with the Directors and Advisor regarding the Fund's investment affairs, including economic, statistical and investment matters relevant to the Subadvisor's duties hereunder, and will provide periodic reports to the Advisor relating to the investment strategies it employs.

  • Definition of Person The term "person" shall mean any individual, corporation, firm, association, partnership, limited liability company or other legal entity or other form of business organization.

  • Transfer of Personal Data The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the Option awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

  • Prevention of Performance The Custodian will not be responsible for any failure to perform any of its obligations (nor will it be responsible for any unavailability of funds credited to the Cash Account) if such performance is prevented, hindered or delayed by a Force Majeure Event, in such case its obligations will be suspended for so long as the Force Majeure Event continues. “Force Majeure Event” means any event due to any cause beyond the reasonable control of the Custodian, such as restrictions on convertibility or transferability, requisitions, involuntary transfers, unavailability of communications system, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war or acts of government.

  • Transition Assistance Collaborator shall use Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee for so long as is necessary to ensure patient safety, including ensuring continuity of supply to any patients. Collaborator shall, at no cost to Exelixis, provide reasonable consultation and assistance for a period of no more than [ * ] after termination for the purpose of transferring or transitioning to Exelixis all Collaborator Know-How not already in Exelixis’ possession and, at Exelixis’ request, all then-existing commercial arrangements relating to the Products that Collaborator is able, using Commercially Reasonable Efforts, to transfer or transition to Exelixis or its designee, in each case, to the extent reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Territory. If any such contract between Collaborator and a Third Party is not assignable to Exelixis or its designee (whether by such contract’s terms or because such contract does not relate specifically to the Products) but is otherwise reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Territory, or if Collaborator is performing such work for the Compound and Product itself (and thus there is no contract to assign), then Collaborator shall reasonably cooperate with Exelixis to negotiate for the continuation of such services for Exelixis from such entity, or Collaborator shall continue to perform such work for Exelixis, as applicable, for a reasonable period (not to exceed [ * ]) after termination at Exelixis’ cost until Exelixis establishes an alternate, validated source of such services.

  • Transition Matters The Consultant shall render such ------------------ services to Purchaser as the Consultant and the President of the Purchaser (or his designee) shall mutually agree with respect to (i) Purchaser and Company business matters relating to the transition period prior to and following the Merger and (ii) integration of the business of the Company with the business of Purchaser.

  • Use of Personal Data By executing this Stock Agreement, Participant acknowledges and agrees to the collection, use, processing and transfer of certain personal data, including his or her name, salary, nationality, job title, position and details of all past Awards and current Awards outstanding under the Plan (“Data”), for the purpose of managing and administering the Plan. The Participant is not obliged to consent to such collection, use, processing and transfer of personal data, but a refusal to provide such consent may affect his or her ability to participate in the Plan. The Company, or its Subsidiaries, may transfer Data among themselves or to third parties as necessary for the purpose of implementation, administration and management of the Plan. These various recipients of Data may be located elsewhere throughout the world. The Participant authorizes these various recipients of Data to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Plan. The Participant may, at any time, review Data with respect to the Participant and require any necessary amendments to such Data. The Participant may withdraw his or her consent to use Data herein by notifying the Company in writing; however, the Participant understands that by withdrawing his or her consent to use Data, the Participant may affect his or her ability to participate in the Plan.

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