Transitioned Employees. As set forth herein, Seller shall provide a list of all employees of Seller employed in the operation of the Business as of the Closing Date, stating such employee’s name, job title, location of employment, base salary or hourly rate of compensation, target incentive compensation, years of service credit, accrued vacation and other paid time-off, exempt/non-exempt status, and hire date. All such employees are referred to herein as the “Business Employees.”
(a) On or prior to the Closing Date, Purchaser shall, or shall cause one of its Affiliates to, extend offers of employment to those Business Employees whom it desires to hire (if any), which offers shall be on such terms and conditions as Purchaser shall determine, in each case, in Purchaser’s sole discretion, provided, however, that Purchaser shall extend offers of employment to the Key Employees prior to the Closing Date. Seller shall cooperate with and use its best efforts to make reasonably accessible to Purchaser any Business Employees to whom Purchaser wishes to makes offers of employment (including without limitation the Key Employees and otherwise as communicated by Purchaser to Seller on the Closing Date) and to assist Purchaser in its efforts to secure satisfactory employment terms with those Business Employees. Any Business Employees, including any Key Employees, who accept an offer of employment in accordance herewith and commence employment with Purchaser or its Affiliate as of the Closing Date shall be referred to as the “Transitioned Employees.” Seller and its Affiliates shall terminate for all purposes (including under all Employee Benefit Plans) the employment of all Business Employees, including any Key Employees, who agree to become Transitioned Employees, effective immediately prior to the Closing.
(b) Seller shall be and remain solely responsible for filing all Tax Returns with respect to its employment of any of its employees through the Closing Date.
(c) Seller shall be and remain solely liable for any and all COBRA Liabilities.
(d) Notwithstanding anything herein to the contrary, Seller shall be solely responsible for, and Seller shall indemnify and hold Purchaser and its Affiliates harmless from and against, any and all Liabilities or obligations, whether actual or contingent: (i) associated with any employee or other service provider of Seller or any of its Affiliates (or any dependent thereof), including without limitation any Business Employee, in any case who does not become ...
Transitioned Employees. “Transitioned Employees” means Affected Employees who either accept an offer of employment with Provider or whose employment is transitioned to Provider pursuant to relevant ARD Laws (or the equivalent in countries outside of the EU) and become employed by Provider effective as of the start of business on the Effective Date or such other date as to which the Parties mutually agree.
Transitioned Employees. Supplier shall hire certain Transitioned Employees in accordance with Schedule E as of the applicable Transfer Date defined in Schedule E. The charges for Transitioned Employees (and associated Baseline AD Hours) are included in the Applications Development Charge as explained in Section 5.1(a)(ii).
Transitioned Employees. (a) Supplier shall hire 76 Transitioned Employees in accordance with Schedule E as of the applicable Transfer Date defined in Schedule E. Of the 76 Transitioned Employees, 47 will be assigned to perform Production Support Services. Supplier shall be fully compensated for such 47 Transitioned Employees through the Production Support Charge.
(b) The Production Support Charge assumes the Transfer Date (defined in Schedule E) for all 47 Transitioned Employees shall be November 16, 2008. ***
(c) Without limiting any of Supplier’s obligations under this Agreement with respect to Supplier Personnel, Health Net shall have the right to assign and prioritize work for each Transitioned Employee during the period between the applicable Transfer Date and the Scheduled Steady-State Date for the In-Scope Application on which such Transitioned Employee is assigned to work.
Transitioned Employees. Envestnet has committed to make twenty-five employment offers to FundQuest employees. Terms of employment by Envestnet shall be at a minimum on substantially the same terms and conditions as those currently provided to the FundQuest employees, provided that such terms and conditions are at-will employment and within the range of generally accepted industry standards. Employee benefits (e.g. health insurance, retirement plans, etc.) shall be converted to Envestnet corporate standards at Envestnet’s discretion. FundQuest shall provide Envestnet with a list (constructed in good faith) of available candidates from which Envestnet shall make offers of employment.
Transitioned Employees. The term "Transitioned Employees" means those Equifax Selected Employees who accept PwCES's offer of employment and are hired by PwCES, as set forth in Exhibit 6.
Transitioned Employees. Provider shall indemnify, defend, and hold the State harmless from and against any and all Losses related to or arising from any claim by a Transitioned Employee that is based upon or resulting from any act by Provider or its Subcontractors on or after the date such Transitioned Employee became an employee of Provider, or any allegation that such Transitioned Employee was wrongfully terminated by Provider or was denied any severance or termination payment upon leaving the employ of Provider. Provider shall indemnify, defend, and hold harmless the State from and against any and all Losses sustained or incurred by the State, by any of Provider's employees (excluding Transitioned Employees) based upon or resulting from any act by Provider.
Transitioned Employees. The State shall indemnify, defend, and hold Provider harmless from and against any and all Losses related to a claim by any Transitioned Employee based upon or resulting from any act by the State prior to the date such Transitioned Employee became an employee of Provider, or in connection with such Transitioned Employee's leaving the employ of the State. The State shall indemnify, defend, and hold Provider harmless from and against any and all Losses related to a claim by any State Employee, based upon or resulting from any act by the State.
Transitioned Employees. All Affected Employees listed in Schedule M who receive and accept offers of employment and begin work with Supplier pursuant to the foregoing paragraphs are herein referred to as “Transitioned Employees.”
Transitioned Employees. Terms applicable to Transitioned Employees are set forth in Exhibit 13.
