Employee Transition Services Clause Samples

Employee Transition Services. Buyer and its Affiliates shall use commercially reasonable efforts to establish a payroll system and employee benefit plans in the applicable jurisdictions to enable Buyer or Buyer’s Affiliates, as applicable, to hire the Scheduled Employees immediately following Closing, or as soon thereafter as is reasonably practicable. To the extent that Buyer or Buyer’s Affiliates do not have payroll systems and benefit plans in place at Closing, on a temporary basis, Seller or its Affiliates shall lease the Scheduled Employees to Buyer or Buyer’s Affiliates, as applicable, in accordance with the terms of the Transition Services Agreement, at the same wage base and benefit level and under the same Employee Benefit Plans of Seller and its Affiliates as covered the Scheduled Employees immediately prior to Closing. In certain jurisdictions, also in accordance with the terms of the Transition Services Agreement, Scheduled Employees may commence employment with Buyer or its Affiliates immediately following Closing but continue to be covered by the payroll system and benefit plans of Seller or its Affiliates, as applicable, at the same wage and benefit levels and under the same Employee Benefit Plans as covered such Scheduled Employees immediately prior to Closing.

Employee Transition Services. From the date of this Agreement through the pay period that ends on March 15, 2016 (or such shorter period as the Company may request in writing), the Bank will provide (or cause to be provided through its applicable third-party service providers) payroll and human resource services relating to the employees of the Company (the “Employees”) including, but not limited to, the payment of all salary, commission, bonus and employee benefit plan amounts due to such Employees for services performed for the benefit of the Company. The Bank agrees to provide routine human resources services and related support, and to take such actions as shall be necessary and to cooperate with the Company, in order to assist the Employees in enrolling to receive continued employee benefits through the Consolidated Omnibus Budget Reconciliation Act. The Company agrees to remit all amounts payable to all Employees, and all amounts necessary to cover any related taxes and expenses under this Section 1.2 (including for participation in Bank employee benefit plans), directly to the Bank for direct debit by the Bank or the Bank’s third-party payroll provider by the tenth and, if the Bank provides the Company with payroll services after February 29, 2016, the twenty-fifth day of March 2016, which amounts will be paid by the Bank to the Employees and to the appropriate governmental agencies for employer payroll taxes and expenses for the Employees.

Employee Transition Services. Notwithstanding anything herein to the contrary, if requested by Buyer or its Affiliates, Sellers shall enter into a transition services agreement on customary terms to be reasonably agreed upon by Buyer and Sellers (which may be terminated on no less than five (5) days’ prior written notice by Buyer or its Affiliates) (the “Benefits TSA”), effective as of the Closing and ending on the earlier of (x) a date selected by Buyer in writing, which date shall be promptly following the effective date of the establishment by Buyer or its Affiliates of employee benefit plans for the Transferred Employees (the “Benefits TSA Expiration Date”) and (y) 11:59pm on December 31, 2016 (such period, the “Benefits Transition Services Period”). Subject to the further terms and conditions included in the Benefits TSA, the Benefits TSA shall provide that either (i) Sellers or their Affiliates shall continue all Company Benefit Plans and any Covered Employee who is offered employment with Buyer or its Affiliates, and who accepts employment with Buyer or its Affiliates, shall remain employed by Sellers or their Affiliates and eligible to participate in such Company Benefit Plans for the duration of the Benefits Transition Services Period, subject to the terms and conditions of the Benefits TSA (and shall become an employee of Buyer or its Affiliates on the earlier of the Benefits TSA Expiration Date and January 1, 2017) or (ii) any Covered Employee who is offered and accepts an offer of employment with Buyer or its Affiliates shall become a Transferred Employee as of the Closing and either (A) Sellers and their Affiliates shall enable such employees to continue to participate in the Company Benefit Plans for the duration of the Benefits Transition Services Period or (B) Sellers and their Affiliates shall provide, for the duration of the Benefits Transition Services Period, any and all services reasonably required to establish, transition and administer employee benefit plans of Buyer or its Affiliates for such Transferred Employees (the services provided by Sellers or their Affiliates under (i) or (ii), the “Benefits Transition Services”). For the avoidance of doubt, if Buyer or its Affiliates requests the Benefits TSA, then Buyer or its Affiliates, in their sole discretion, shall determine whether to use either clause (i) or (ii) of this paragraph and the treatment of Inactive Employees shall be as set forth in Section 6.3(a). The Parties agree to negotiate the Benefits TSA in g...

Employee Transition Services. During the Transition Period, District shall continue to employ the Active District Employees on substantially the same terms and conditions as in effect as of immediately prior to the Closing Date, including the same job title, responsibilities, annual base salary or wage rate and eligibility to participate in District Employee Benefit Plans (the aggregate base salaries and wages incurred in respect of the Active District Employees during the Transition Period together with the prorated amount of the employer- portion of the premiums paid by the District in the month or pay period immediately preceding the Transition Date for each Active District Employee for participation in the District Employee Benefit Plans (other than premiums for coverage that AH Mendocino is financially responsible for under Section 4.1.11), the “Transition Liabilities”).

Employee Transition Services. Each Party shall endeavor to reach agreement upon the full terms and conditions of a two-way employee transition services agreement (“Employee Transition Services Agreement”), and, subject to the foregoing, on the Closing Date, Seller, Buyer and the Company shall enter into the Employee Transition Services Agreement.