Transitional Personnel Sample Clauses

Transitional Personnel. Seller, GeoSouthern and their respective Affiliates hereby undertake to make Transitional Personnel available to Buyer during normal business hours on each Business Day for a period of ninety (90) days following the Closing Date, to reasonably assist with, and to respond to, questions about land, accounting, finance, environmental, legal and regulatory matters in connection with the transition of operations of the Companies to Buyer. In connection with making such Transitional Personnel available, solely to the extent that any individual member of the Transitional Personnel is required to commit a material portion of his or her daily duties for the benefit of Buyer during such period (such material portion being deemed to be greater than 1 hour per day on average in any two week period), Buyer shall pay to Seller and its Affiliates such portion of the base salary of such member of the Transitional Personnel as is allocable to the work performed for the benefit of Buyer by such member of the Transitional Personnel (such allocation being based on the number of hours worked by such member of the Transitional Period as a proportion of a 40 hour work week). If any member of the Transitional Personnel shall leave the employment of Seller and its Affiliates at any time prior to the 90th day after the Closing, Seller and its Affiliates shall in no event be deemed to have breached this Section 6.27 by reason of such member of the Transitional Personnel no longer being available to Buyer. To the extent that on or before the date that is 30 days prior to the Closing Date Buyer reasonably determines in good faith that the availability of Transitional Personnel pursuant to this Section 6.27 will not be sufficient to facilitate Buyer’s transition of the Companies from Seller to Buyer, then Buyer and Seller shall negotiate in good faith to enter into a reasonable transition services agreement (the “Transition Services Agreement”), on customary terms, which terms shall include customary compensation and indemnification provisions for the benefit of Seller and its Affiliates.
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Transitional Personnel. Upon Closing, the Surviving Corporation will offer employment to the persons listed in Section 3.4 of the Company Disclosure Schedules for a period of three weeks following the Closing Date to assist the Surviving Corporation with various transitional accounting matters, and to assist the Shareholders' Representative with the preparation of the Company's closing tax returns and the preparation of the Closing Balance Sheet. The Surviving Corporation shall pay such employees compensation commensurate with the compensation such employees received from the Company immediately prior to the Closing, one-half of which shall reduce the amount of the General Holdback Amount to be paid to the Shareholders of the Company, and one-half of which shall be paid by Parent. Upon expiration of the aforementioned three-week period, such employees shall continue to make themselves available to the Shareholders' Representative and the Surviving Corporation for a reasonable period of time and (i) to the extent both the Shareholders' Representative and the Surviving Corporation continue to require the services of such employees, one-half of such employees' compensation shall reduce the amount of the General Holdback Amount to be paid to the Shareholders of the Company, and one-half shall be paid by Parent; (ii) to the extent the Shareholders' Representative continues to require the services of such employees but the Surviving Corporation does not, 100% of the compensation due to such employees shall reduce the amount of the General Holdback Amount; and (iii) to the extent the Surviving Corporation continues to require the services of such employees but the Shareholders' Representative does not, 100% of the compensation due to such employees shall be paid by Parent.
Sample 1

Related to Transitional Personnel

  • B4 Key Personnel The Contractor acknowledges that the Key Personnel are essential to the proper provision of the Services to the Authority.

  • Essential Personnel For a period of one year commencing on the effective date of this Agreement, the Adviser and the Fund agree that the retention of (i) the chief executive officer, president, chief financial officer and secretary of the Adviser and (ii) each director, officer and employee of the Adviser or any of its Affiliates (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")) who serves as an officer of the Fund (each person referred to in (i) or (ii) hereinafter being referred to as an "Essential Person"), in his or her current capacities, is in the best interest of the Fund and the Fund's shareholders. In connection with the Adviser's acceptance of employment hereunder, the Adviser hereby agrees and covenants for itself and on behalf of its Affiliates that neither the Adviser nor any of its Affiliates shall make any material or significant personnel changes or replace or seek to replace any Essential Person or cause to be replaced any Essential Person, in each case without first informing the Board of Trustees of the Fund in a timely manner. In Addition, neither the Adviser nor any Affiliate of the Adviser shall change or seek to change or cause to be changed, in any material respect, the duties and responsibilities of any Essential Person, in each case without first informing the Board of Trustees of the Fund in a timely manner.

  • Principal Personnel The management of the Bidder company who make operational decisions. Proposed Price – The Vendor’s maximum hourly rate for an associated Job Title or Scope Variant for the initial and renewal term. A “not to exceed” price. Scope Variant – A gradation of experience within a Job Title. Staff – The temporary staff provided by the Contractor or Contractor’s subcontractor(s) to render information technology services identified by Customers. State – The State of Florida.

  • Project Personnel It is understood and agreed that the Project Director identified at Item 3, Page One of this Agreement shall be responsible for the overall supervision and conduct of the Work on behalf of the Contractor and that the persons described in the Statement of Work shall serve in the capacities described therein. Any change of Project Director by the Contractor shall be subject to the prior written approval of NYSERDA. Such approval shall not be unreasonably withheld, and, in the event that notice of approval or disapproval is not received by the Contractor within thirty (30) days after receipt of request for approval by NYSERDA, the requested change in Project Director shall be considered approved. In the event that NYSERDA requires additional time for considering approval, NYSERDA shall notify the Contractor within thirty (30) days of receipt of the request for approval that additional time is required and shall specify the additional amount of time necessary up to thirty (30) days.

  • Contractor’s Project Manager and Key Personnel Contractor shall appoint a Project Manager to direct the Contractor’s efforts in fulfilling Contractor’s obligations under this Contract. This Project Manager shall be subject to approval by the County and shall not be changed without the written consent of the County’s Project Manager, which consent shall not be unreasonably withheld. The Contractor’s Project Manager shall be assigned to this project for the duration of the Contract and shall diligently pursue all work and services to meet the project time lines. The County’s Project Manager shall have the right to require the removal and replacement of the Contractor’s Project Manager from providing services to the County under this Contract. The County’s Project manager shall notify the Contractor in writing of such action. The Contractor shall accomplish the removal within five (5) business days after written notice by the County’s Project Manager. The County’s Project Manager shall review and approve the appointment of the replacement for the Contractor’s Project Manager. The County is not required to provide any additional information, reason or rationale in the event it The County is not required to provide any additional information, reason or rationale in the event it requires the removal of Contractor’s Project Manager from providing further services under the Contract.

  • Contractor Personnel Contractor's staff is expected to present a professional appearance. All personnel of the Contractor will be neat, well groomed, properly uniformed in industry standard uniforms and are expected to conduct themselves at all times in a responsible and courteous manner while performing any work under this Agreement and/or whenever they are on District property. The following code of conduct will be adhered to by the Contractor, his agent(s) and/or his employees. If Contractor fails to ensure that its employees or other agents comply with these requirements, then Contractor may be terminated for cause under this Agreement: A. All employees of the Contractor shall wear a recognizable uniform. No hats will be worn inside the building. All of Contractor’s employees and agents performing work must carry a government-issued photo ID. Contractor’s employees and agents will present ID to District Staff upon request. This provision will be strictly enforced. B. The use of tobacco or tobacco products on Board property is prohibited by State law. C. The Contractor will not be permitted to utilize Day Labor or Temporary Workers to provide any services at any District facility. This includes any employees or agents that are hired prior to contract award. Failure to comply with this requirement could result in immediate termination of contract with the Contractor liable for any breach, including liquidated damages for delay damages and/or forfeiture of Performance Bond. D. The Contractor or employees or agents of the Contractor are not permitted to play loud music, to make unnecessary noises, or to use vulgar or inappropriate language that causes offense to others. E. The employment of unauthorized or illegal aliens by the Contractor is considered a violation of Section 247A (e) of the Immigration and Naturalization Act. If the Contractor knowingly employs unauthorized aliens, such a violation shall also be cause for termination of this Agreement. F. Possession of firearms will not be tolerated on Board property. No person who has a firearm in their vehicle will be permitted to park on District property. Any employee of the Contractor found in violation of this policy will be immediately asked to leave, and will not be allowed to return to perform further work without the consent of the District. G. The Contractor certifies that he/she will not engage in the unlawful manufacture, sale distribution, dispensation, possession, or use of a controlled substance or drug during the performance of the contract and that a drug-free workplace will be provided for the Contractor’s employees or agents during the performance of the contract. The Contractor also certifies that he will secure from any subcontractor who works on the contract, written certification of the same drug free workplace requirements. False certification or violation by failing to carry out requirements of O.C.G.A. § 50-24-3 may cause suspension, termination of contract, or debarment of such bidder Please Note: If any employee or agent of the Contractor or Sub-contractor is found to have brought a firearm on District property, the Contractor or Sub-contractor shall prohibit them from continuing to perform any work on District property. If the Contractor or Sub-contractor fails to do so, then the District may terminate this Agreement for cause as set forth below.

  • Non-Recruitment of Employees During the Restricted Period, Executive will not, directly or indirectly, solicit, recruit or induce any Employee to (i) terminate his or her employment relationship with the Company or any of its Subsidiaries or (ii) work for any other person or entity engaged in the Business.

  • Specified Personnel ST6.1 The Grantee agrees that the following personnel (Specified Personnel) be involved in the Activity as set out below: <specified personnel>

  • TRAINING AND EMPLOYEE DEVELOPMENT 9.1 The Employer and the Union recognize the value and benefit of education and training designed to enhance an employee’s ability to perform their job duties. Training and employee development opportunities will be provided to employees in accordance with Employer policies and available resources. 9.2 Attendance at employer-required training will be considered time worked. The Employer will make reasonable attempts to schedule employer-required training during an employee’s regular work shift. The Employer will pay the registration and associated travel costs in accordance with Article 23, Travel, for employer-required training.

  • Supplier Personnel The Customer and Supplier agree and acknowledge that in the event of the Supplier ceasing to provide the Services or part of them for any reason, Call Off Schedule 10 (Staff Transfer) shall apply. The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 (Staff Transfer) in respect of a Transferring Supplier Employee not identified in the Supplier's Final Supplier Personnel List.

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