Transitional Issues Sample Clauses

Transitional Issues. The Vendor must facilitate and ensure that the Purchaser, its officers, employees, advisers and agents are provided with reasonable assistance at reasonable times before Completion to enable the Purchaser to identify and become familiar with transitional business issues, including but not limited to transitional issues in respect of information technology and general administration.
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Transitional Issues. (a) On the Effective Date, (i) all existing licenses by Weight Watchers to parties including Heinz or its Affiliates granting rights to manufacture, market, distribute or sell food products under the Food Trademarks (the "Direct Food Trademark Licenses"), including but not limited to those identified in Schedule ______ hereto, shall be assigned by Weight Watchers to Heinz, and Heinz shall assume the obligations of Weight Watchers with respect thereto pursuant to an assignment and assumption agreement in form and substance reasonably satisfactory to Heinz and Weight Watchers, and (ii) Heinz shall retain all existing sublicenses by Heinz or any Heinz Affiliates to third parties granting rights to manufacture, market, distribute or sell food products under the Food Trademarks (the "Heinz Sublicenses"), including but not limited to those identified in Schedule ______ hereto. All subsequent use of the Food Trademarks pursuant to this provision will otherwise be subject to the terms of the Heinz License. Heinz and its Affiliates, as the case may be, may, in their discretion, assign any of the Direct Food Trademark Licenses or the Heinz Sublicenses to any Heinz Affiliate. (b) Heinz shall be entitled to payment in full of all royalties and other amounts payable under the Direct Food Trademark Licenses and the Heinz Sublicenses (or agreements related thereto) for a period of five years from the Effective Date (whether or not such agreements cover Heinz Licensed Products and whether or not such agreements have been transitioned to Weight Watchers). During such five-year period, the ownership of the Direct Food Trademark Licenses and Heinz Sublicenses covering Weight Watchers Licensed Products will be transitioned to Weight Watchers by Heinz or its Affiliates assigning such agreements to Weight Watchers at the end of the five (5) year period or by enabling Weight Watchers to renew such agreements as they expire or become eligible for renewal, whichever is sooner. Heinz shall give Weight Watchers ninety (90) days' notice of the expiration or renewal date of all Direct Food Trademark Licenses and Heinz Sublicenses covering Weight Watchers Licensed Products expiring or having a renewal date during the five year period, and Weight Watchers shall have the option to determine, to the extent permissible under the terms of the agreement with the third party, to renew or not to renew such agreement with regard to Weight Watchers Licensed Products. If any Direct Food Trademark...
Sample 1
Transitional Issues. (a) The Buyer agrees to employ the Seller's Miami home office employees on a transitional basis according to the terms described on Schedule 1.7. (b) The Buyer agrees to assume the Seller's liability for contract labor for direct care services provided to the Sellers' patients in the last full regular bi-weekly pay period (and any fractional pay period) immediately prior to Closing, with the amount of the Buyer's responsibility not to exceed $75,000.00 in the aggregate. Such amounts payable by the Buyer shall be set forth on the Closing Statement. (c) The Buyer agrees to take over ownership and control of all record archives relating to the employees and patients of the Business. The Buyer agrees to give the Sellers reasonable access to such records on an as-needed basis after the Closing. The Buyer further agrees to assume the Sellers' storage facility lease agreements (to be included on Schedule 1.3(b)). (d) The Sellers acknowledge and agree that they shall assume all responsibility for any sign-on bonuses necessary to secure the employment and retention of the employees of the Business in an attempt to achieve the transition and employment benchmarks set forth on Schedule 2.1(a)(iv) (Contingent Consideration). Notwithstanding the preceding, the Buyer shall be responsible for any bonus amounts paid to the Miami home office employees who are employed by the Buyer on a transitional basis pursuant to paragraph 1.7(a) above; provided, however, that the Buyer shall approve the payment of such bonus amounts in advance.
Sample 1
Transitional Issues. 3.9.1 With respect to those network elements that are Nonconforming Facilities as of the effective date of this Amendment (“Existing Nonconforming Facilities”) (e.g.specifically, OCn loops and OCn transport and Dark Fiber Channel Termination Facilities) the Parties agree that Verizon shall continue to provide unbundled access to such Nonconforming Facilities in accordance with this Section. Notwithstanding anything to the contrary, elements and facilities that are required to be unbundled pursuant to Applicable Law, including, but not limited to, an order of the ***State Commission TXT***, a court of competent jurisdiction, and Section 271 of the Act, shall not be considered Nonconforming Facilities. 3.9.1.1 Transition from Existing Nonconforming Facilities will be handled on a project basis. The Parties agree to establish a transition schedule within the longer of (a) the period dictated by the terms of the Agreement, or (b) 90 days of the Effective Date of this Amendment. Should the Parties be unable to agree on a schedule within such period, then either Party may utilize the dispute resolution procedures set forth in the Amended Agreement. At the end of the transition period (established by agreement or via dispute resolution), unless ***CLEC Acronym TXT*** has submitted an LSR or ASR (as appropriate) to Verizon requesting disconnection or migration of the Existing Nonconforming Facility, Verizon shall convert the subject Existing Nonconforming Facilities to the most closely analogous access service available, or if no analogous access service is available, to such other service arrangement as Verizon and ***CLEC Acronym TXT*** may agree upon (e.g., by separate agreement); provided, however, that where there is no analogous access service, and ***CLEC Acronym TXT*** and Verizon have failed to reach agreement as to a substitute service, then either party may petition the Commission to inititate a proceeding to determine an appropriate just and reasonable rate for the Existing Nonconforming Facilities. Verizon may, upon 30 days’ written notice, institute the market-based rates set forth in such notice for the Existing Nonconforming Facilities. Where the Existing Nonconforming Facilities are converted to an analogous access service, Verizon shall provide such access services in accordance with the rates, terms and conditions of Verizon’s applicable access tariff. 3.9.2 As to those network elements that the ***State Commission TXT*** determines, after the E...
Sample 1
Transitional Issues. (a) The Buyer agrees to employ the Seller's Miami home office employees on a transitional basis according to the terms described on Schedule 1.7. (b) The Buyer agrees to take over ownership and control of all record archives relating to the employees and patients of the Business. The Buyer agrees to give the Sellers reasonable access to such records on an as-needed basis after the Closing. The Buyer further agrees to assume the Sellers' storage facility lease agreements (to be included on Schedule 1.3(b)). (c) The Sellers acknowledge and agree that they shall assume all responsibility for any sign-on bonuses necessary to secure the employment and retention of the employees of the Business in an attempt to achieve the transition and employment benchmarks set forth on Schedule 2.1(a)(iv) (Contingent Consideration). Notwithstanding the preceding, the Buyer shall be responsible for any bonus amounts paid to the Miami home office employees who are employed by the Buyer on a transitional basis pursuant to paragraph 1.7(a) above; provided, however, that the Buyer shall approve the payment of such bonus amounts in advance.
Sample 1
Transitional Issues. SECTION 7.1. On the Commencement Date, Landlord shall deliver to Tenant a schedule which reflects all earned and accrued vacation, holiday and sick pay and retirement and severance benefits and earned bonuses due to and/or coming due to the employees of the Facility as of or subsequent to the Closing Date (the "Benefits Schedule"): On the Commencement Date, Landlord shall deliver to Tenant the amount reflected on the Benefits Schedule (the "Vacation Pay") and Tenant shall agree from and after the Commencement Date, to pay said benefits to the employees of the Facility as and when due in accordance with Landlord's personnel policies prior to the Commencement Date and Tenant's personnel policies from and after the Commencement Date. SECTION 7.2. On the Commencement Date Landlord shall provide Tenant with an accounting of all Facility resident deposits or prepayments (the "Resident Deposits") and resident trust funds (the "Resident Trust Funds") being held by Landlord as of the Commencement Date. Such accounting shall set forth the names of the residents or prospective residents and tenants or prospective tenants for whom such funds are held, the amounts held on behalf of each such resident or prospective resident or tenant or prospective tenant and the Landlord's warranty that the accounting is true, correct and complete. SECTION 7.3. Notwithstanding the foregoing, Landlord will indemnify and hold Tenant harmless from all liabilities, claims and demands in the event the amount of the Resident Deposits and Resident Trust Funds transferred to the Tenant's bank account as provided in Section 7.2 did not represent the full amount of such Resident Deposits and Resident Trust Funds then or thereafter shown to have been delivered to Landlord by the current residents or prospective residents of the SECTION 7.4. Accounts Receivable related to services rendered at the Facility shall be handled as follows: SECTION 7.4.1. All cash, checks and cash equivalents at the Premises and deposits in bank accounts (other than Resident Deposits and Resident Trust Funds) relating to the Premises on the Commencement Date shall remain Landlord's property after the Commencement Date. All accounts receivable, loans receivable and other receivables of Landlord, whether derived from operation of the Premises or otherwise, shall remain the properly of Landlord after the Commencement Date. Landlord shall retain full responsibility for the collection thereof. SECTION 7.4.2. Tenant shall ass...
Sample 1
Transitional Issues. (a) Both Parties agree to dedicate sufficient resources to permit pre- implementation meetings to take place as required, with each party responsible for its own costs. (b) The parties shall be jointly responsible for the development of a communication plan as agreed to be appropriate. Bluewater and Client shall share any such costs on a 50:50 basis.
Sample 1
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Transitional Issues. All transitional issues relate to the operations of Seller in New Jersey, and Seller in the United Kingdom and Canada, to the extent applicable. To the extent that any specific documents or agreements are required in order to complete the intention of the transition plan in the UK and/or Canada, the parties agree to promptly execute such documents or agreements.
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Transitional Issues 
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Related to Transitional Issues

  • Training Programs All employees shall successfully complete all necessary training prior to being assigned work (e.g., all employees will complete health and safety training prior to being assigned to task). Nothing in this Article or provision shall constitute a waiver of either party’s bargaining obligations or defenses. The Employer still has an obligation to notify and bargain changes in terms and conditions of employment with the exclusive representative.

  • Dependencies HP’s ability to deliver services will depend on Customer’s reasonable and timely cooperation and the accuracy and completeness of any information from Customer needed to deliver the services.

  • Professional and Education Leaves (a) Leave of absence with pay or without pay may be granted to employees to attend professional and educational meetings, courses, or other events which may be judged beneficial to the employee's professional development, especially as it relates to her responsibilities with the Employer.

  • Training and Education SECTION 1 – Law Enforcement Supervisors’ Training

  • Educational Incentive For those employees receiving educational incentive payment at the time of layoff, upon re-employment, such employees shall be eligible to receive educational incentive.

  • Training Program It is agreed that there shall be an Apprenticeship Training Program, the provisions of which are set forth in Exhibit "D", which is attached hereto and forms part of this Agreement.

  • Internships The Hospital may establish internships for the purpose of meeting future projected nursing shortages and/or providing career opportunities where there are no internal qualified candidates for job postings. In such circumstances, the implementation and guidelines of such an arrangement will be determined locally by the Hospital and the Union subject to the following: Internships are designed to develop the Hospital’s staff in order to fill positions for which there are currently no qualified internal candidates and/or for which shortages are predicted within a five (5) year period. Internships enable hospitals to maximize the use of qualified internal staff to meet their human resources needs, while at the same time providing career development opportunities for their employees. To provide direction to the local parties in developing and implementing internship(s) the Ontario Nurses’ Association and Participating Hospitals have agreed to the following principles: (a) The Hospital will establish the expectations for each internship opportunity; (b) There will be an open application process for internship opportunities; (c) The opportunities will be open to currently employed nurses who can demonstrate continuous learning, and a commitment to the Hospital; (d) Nurses who are selected for internship opportunities will commit to continued employment on a mutually determined basis; (e) Initiatives to support selected candidates may include but are not limited to: i) No loss of regular wages while attending a requisite course ii) Paid course fees iii) Paid time for clinical practicums in the Hospital or another clinical site iv) Any other initiatives, as agreed. (f) Part-time nurses will be credited with seniority and service for all such hours paid while participating in these initiatives as provided above.

  • Training Opportunities The requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u ("Section 3"), requiring that to the greatest extent feasible opportunities for training and employment be given to lower income residents of the project area and agreements for work in connection with the project be awarded to business concerns which are located in, or owned in substantial part by persons residing in, the areas of the project. Borrower agrees to include the following language in all subcontracts executed under this HOME/HOPWA Regulatory Agreement: (1) The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u. The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. (2) The parties to this contract agree to comply with HUD's regulations in 24 C.F.R. Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. (3) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this Section 3 clause; and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference; shall set forth minimum number and job titles subject to hire; availability of apprenticeship and training positions; the qualifications for each; the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. (4) The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 C.F.R. Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 C.F.R. Part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 C.F.R. Part 135. (5) The contractor will certify that any vacant employment positions, including training positions, that are filled (A) after the contractor is selected but before the contract is executed, and (B) with persons other than those to whom the regulations of 24 C.F.R. Part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 C.F.R. Part 135. (6) Noncompliance with HUD's regulations in 24 C.F.R. Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. (7) With respect to work performed in connection with Section 3 covered Indian housing assistance, section 7(b) of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b).

  • Bus Drivers A. The Board agrees to pay bus drivers their regular rate per hour for driving in excess of four (4) hours per day on their regular route. The Board agrees to pay bus drivers their regular rate while transporting students on another regular route during an emergency situation. B. The Board agrees to pay bus drivers $15.00 per hour for field trips. Field trips will be paid from the point where students are picked up to the point students are returned or the point when the driver returns to the pick-up location. C. The terms "field trips," "special trips," and "extra trips" shall henceforth be known as field trips. All non-walking field trips which are sponsored by the District, have been approved by the Superintendent, and are accompanied by an advisor/teacher shall be offered to regular drivers before they are offered to substitutes. Dropped trips or trips that arise within twenty-four (24) hours of the scheduled departure time can be filled with the first available driver. D. Each bus driver shall be paid for all time that is spent on their bus including deadhead, breakdown, maintenance time, layover time, and random drug and alcohol testing. E. All drivers may take their regularly assigned bus on short trips, however, longer trips shall be assigned at the discretion of the Transportation Department. F. The Board agrees to pay the cost up to thirty-five dollars ($35.00) for costs incurred to any bus driver for physical, eye tests, or abstracts. G. At the beginning of each new school year, field trips shall be offered on a rotating basis from a driver rotation list, beginning with the most senior driver on the list. A bus driver who cancels a trip (non-emergency cancellation as determined by the supervisor) with less than forty-eight (48) hours notice shall miss their turn on the next two trip rotations. Drivers may elect to remove themselves from consideration for extra trips. If removed, drivers will remain so for the designated period of time that trips are bid or they may elect to remove themselves for the entire school year. H. The Board agrees to supply each bus with a broom and window cleaner, for the proper inside and outside cleaning of the bus. I. Mid-day preschool routes shall be offered, bid, and paid as part of drivers’ regular routes. J. All bus routes shall be bid with the most senior driver appointed, providing it is not excessive cost to the Board. K. If a driver takes a field trip he/she will only be deducted the actual morning or evening time from regular route. L. Nine (9) or more students shall be considered a field trip to be transported in a van, mini bus or regular bus, excluding trips by the multiple impaired students, History Day, Science Olympiad, Mock Trial, Vision Unit, commercial buses sponsored by a non- Board entity for football state playoffs, and all other regional and State sports events. M. The Board shall make available to all bus drivers a copy of the State Manual to assist drivers in passing the required written examination. N. The Board shall provide inservice education for all regular drivers employed the effective date of this Agreement to assist drivers in passing the required written examination. O. All bus drivers shall be required to meet all licensing requirements of the State of Ohio to be employed or to remain in the employment of the District. P. All bus drivers shall pass any drug testing requirements established by the Ohio Department of Education, Ohio State Laws, and/or Federal Law governing the commercial licensing of all bus drivers. The cost of said required testing shall be borne by the Board. Q. The Board shall reimburse up to $44.75, once every (4) years, the cost of renewal of the Commercial Driver's License fee, upon submission of a fee receipt. R. The drivers who were grandfathered to drive their buses to and from home on their current routes as of 2001-2002 will remain grandfathered as long as they are drivers for the District, and remain on the same routes. All new drivers shall be subject to the approval of the Transportation Supervisor and Superintendent on taking buses home. (See paragraph J.) In the event a bus driver authorized to take his/her bus home, including the grandfathered drivers, moves from his/her present residence, the Transportation Supervisor and Superintendent shall determine whether the driver will be permitted to continue to drive his/her bus home. (See paragraph J.) S. Bus drivers who are required to plug bus heaters in at their residences shall be paid $1.50 per plug-in. T. The Board will pay for the cost of mandatory training to meet certification requirements.

  • Number Portability Each Party shall adopt or maintain measures to ensure that suppliers of public telecommunications networks or services in its territory provide number portability on a timely basis, and on reasonable terms and conditions for mobile services and any other services as designated by that Party.

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