Employee Transition Sample Clauses

Employee Transition. (a) Prior to the date of the Original Agreement, the Seller Parties have provided to Buyer a list of each of the employees of the Adviser and its Subsidiaries (including, for the avoidance of doubt, Ovation Management Services, LLC) that are providing services to the Business as of the date of the Original Agreement (the “Adviser Employees”), which list reflects each such employee’s (i) title or position, (ii) work location, (iii) current salary and annual cash bonus opportunity, (iv) overtime exempt or non-exempt status, (v) full-time or part-time status, and (vi) active or inactive status. Following the date hereof, Buyer shall use its reasonable efforts to offer, or cause one of its Affiliates to offer, employment (such employment to be effective (A) as of the Employee Transfer Date for Adviser Employees that are Specified Employees or (B) as of the Closing Date for any Adviser Employees that are not Specified Employees) to all or substantially all of the Adviser Employees that are actively employed by Adviser on the Closing Date (or, with respect to a Specified Employee, the Employee Transfer Date), which offers of employment shall include (x) a base salary or hourly wage rate and annual cash bonus opportunity amount that are, in the aggregate, substantially equivalent to the base salary or hourly wage rate and annual cash bonus opportunity amount that were in effect with respect to such Adviser Employee prior to the date hereof, (y) a work location that is the same as the work location applicable to the Adviser Employee prior to the date hereof, and (z) such other terms of employment as shall be determined in Buyer’s sole discretion. The Seller Parties shall cooperate with and assist Buyer in extending such offers of employment to the Adviser Employees. It is acknowledged and agreed that the Adviser Employees responsible for the preparation of the AIF Fund Financial Statements shall, following the Closing, be charged with signing, on behalf of the Company, any representation or attestation with respect to any period prior to the Closing in connection with the preparation of the AIF Funds’ financial statements for the fiscal year ending December 31, 2022. (b) Prior to the Closing (or, for a Specified Employee, the Employee Transfer Date), with respect to each defined contribution retirement plan sponsored or maintained by Adviser or any of its Affiliates (“Adviser 401(k) Plan”), Adviser shall cause each Adviser Employee to become fully vested in his or...

Employee Transition. (i) Effective as of the Closing, each of the Business Employees (other than those pharmacists specifically referenced in the Transition Services Agreement who shall remain employed by Sellers during the term of the Transition Services Agreement and shall upon termination of the Transition Services Agreement or the earlier request of Buyer become employees of Buyer with all rights of the Transferring Employees under this Agreement) shall cease to be an employee of the Sellers and Buyer shall offer employment to each such Business Employee. The Sellers hereby consent to the hiring of such employees by Buyer and waive, with respect to the employment by Buyer of such employees, any claims or rights the Sellers may have against Buyer or any such employee under any non-competition, or employment agreement to the extent those agreements would preclude such employment by Buyer or limit the ability of such employee to perform services on Buyer’s behalf. All such employees who accept Buyer’s offer of employment and actually perform services for Buyer on or after the Closing Date are hereinafter referred to as the “Transferring Employees.” (ii) Buyer shall use its commercially reasonable efforts to provide compensation and benefits to the Transferring Employees comparable in the aggregate to those of similarly situated employees of Buyer. With respect to Buyer’s employee benefit plans, Buyer shall use its commercially reasonable efforts to cause the Transferring Employees to receive credit for their service with the Sellers as of the Closing Date for purposes of eligibility, vesting, contributions, and entitlement to benefits, but shall receive no service credit earned with respect to any severance plan, policy or arrangement adopted by Sellers, if any. (iii) With respect to each welfare plan of Buyer in which the Transferring Employees become participants, Buyer shall make commercially reasonable efforts to: give effect, in determining any deductible and maximum out-of-pocket limitations for the current year, to claims incurred and amounts paid by the Transferring Employees under similar plans maintained by the Sellers immediately prior to the Closing. (iv) Buyer shall assume and provide to the Transferring Employees the equivalent number of vacation, personal and sick days accrued by the Transferring Employees pursuant to Sellers’ policies but remaining unused as of the Closing Date set forth on Schedule 9.1(b)(iv), and shall communicate to the Transferring Employe...

Employee Transition. Schedule 4.23 lists all employee of ARC, their term of employment, compensation history (including bonus, if any), benefits and accrued vacation and other amounts payable to each employee. As of the expiration of the day immediately preceding Closing Date, ARC will terminate all employees of the Business who will not be hired by RIGI as indicated by the list delivered to ARC by RIGI in accordance with Section 7.10 hereof (the "Terminated Employees"), and will pay all compensation due the Terminated Employees on or before the seventh day subsequent to the Closing. RIGI will not be responsible for any salaried or hourly health and life insurance obligations incurred prior to the Closing for any Terminated Employee, nor for payment of claims to insureds, or payment of any premiums for coverage prior to the Closing Date. All liabilities of the Business to the Terminated Employees will be retained by ARC, including those accruing by reason of termination by ARC. RIGI shall have the right, in its sole discretion, to determine which of ARC's employees it will hire following the Closing.

Employee Transition. The parties hereto shall use their commercially reasonable efforts to (i) establish and have Opco adopt the Company Plans, and (ii) establish all human resource functions necessary to support the day-to-day operations of Opco and its employees no later than December 31, 2009.

Employee Transition. 19- 4.29 ENVIRONMENTAL MATTERS. . . . . . . . . . . . . . . . . . -19- 4.32 DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . -20- 4.33 BEST EFFORTS . . . . . . . . . . . . . . . . . . . . . . -20- ARTICLE 5 REPRESENTATIONS OF RECYCLING . . . . . . . . . . . . . . . . . . -21- 5.1 DUE INCORPORATION AND QUALIFICATION OF RII SUB . . . . . -21- 5.2 DUE INCORPORATION AND QUALIFICATION OF THE PARENT. . . . -21- 5.3 ARTICLES OF INCORPORATION AND BYLAWS . . . . . . . . . . -21- 5.4 AUTHORITY OF RII SUB AND THE PARENT. . . . . . . . . . . -21- 5.5 STOCK CONSIDERATION. . . . . . . . . . . . . . . . . . . -22- 5.6 1934 ACT REGISTRATION. . . . . . . . . . . . . . . . . . -22- 5.7 BROKER'S OR FINDER'S FEES. . . . . . . . . . . . . . . . -22- 5.8 DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . -22- 5.9 BEST EFFORTS . . . . . . . . . . . . . . . . . . . . . . -22- ARTICLE 6

Employee Transition. The Parties shall use their commercially reasonable efforts to (i) establish and have the Companies adopt the Company Plans and (ii) establish all human resource functions necessary to support the day-to-day operations of the Companies and its employees no later than the Closing Date.

Employee Transition. The Seller shall, and the Management Shareholder shall cause the Operator to, cooperate with the Purchaser in order to transfer the Employees to Longtop WFOE or its designated party in accordance with the BATA. The Seller shall ensure that such transfer is effected in material compliance with all applicable Laws and any contractual or other obligations owing to any Government Authority or other individual or entity.

Employee Transition. (a) Prior to the Closing, the Company shall use its reasonable commercial efforts to assist Buyer in hiring the services of those TG Employees and consultants of the TG Business identified by Buyer; provided, however, that the Company shall not be required to offer any TG Employees additional monetary or other inducements to achieve that end beyond those in place on the day of this Agreement, all of which shall be borne by the Company. Buyer has informed the Company that it intends to give appropriate consideration to the employment of the TG Employees by Buyer but nothing herein shall be construed as requiring Buyer to continue the employment of any specific TG Employee or to maintain any particular TG Plan. (b) Prior to the Closing, the Company shall deliver to Buyer a schedule setting forth, with respect to all TG Employees (to the extent permitted by applicable law), their respective employment arrangements and entitlements, including their respective annual salaries or hourly rates, start dates, positions, benefits and severance or reduction-in-force entitlements under the TG Plans. (c) Subject to any contrary provision in Schedule 1.3, as to those persons who are TG Employees immediately before the Closing or were TG Employees at any previous time, all payments and other benefits due to them (and their beneficiaries and dependents) in respect of their employment by the Company before the Closing, as well as for any severance, termination or reduction-in-force payment payable directly as a result of the consummation of the Sale Transaction, shall be for the account of the Company and the Company shall indemnify Buyer and hold Buyer harmless against, from and in respect of the costs of such payments and benefits and shall retain sponsorship and liability with respect to all TG Plans.

Employee Transition. The Plan will further provide that New Lenox may, in PROGRAMS its discretion, assume certain agreements and pre-petition obligations as currently formulated or as modified, including, but not limited to portions of the Company's existing Change in Control, Outplacement, Severance and other benefits and obligations to Company employees (3). PENSION AND RETIREE Pursuant to the Plan, and as a condition to the BENEFIT PLANS effectiveness of the Plan, all existing defined benefit and other pension and/or retiree benefit plans maintained by the Debtors shall be terminated in a manner reasonably acceptable to New Lenox. DEFINITIVE DOCUMENTATION The Company, the agent for the Revolving Loan Lenders, the agent for the Term Loan Lenders, the Postpetition Lenders, and the Exit Facility lender will negotiate in good faith definitive documentation for the Plan consistent with the terms hereof, including, without limitation, a plan support agreement, the DIP Facility, and any necessary documents to effectuate the Plan. OTHER TERMS AND The Plan and all related documentation shall reflect CONDITIONS the terms and conditions of this Plan Term Sheet to the parties' mutual satisfaction and shall contain such other terms and conditions as the parties mutually agree. This Plan Term Sheet will become part of the Plan Support Agreement containing customary terms and conditions to be executed by the Company and the Term Loan Lenders in support of the Plan. The distributions on and treatment of claims of the Term Loan Lenders contemplated herein shall become effective and binding only upon the confirmation and effective date of a Plan under Chapter 11 of the U.S. Bankruptcy Code which has been voted upon and approved by the Term Loan Lenders in accordance with section 1126(c) of the Bankruptcy Code, and confirmed by the Bankruptcy Court.