Remaining Employees Clause Samples

The 'Remaining Employees' clause defines the rights, obligations, or status of employees who continue their employment after a significant event, such as a business sale, merger, or restructuring. Typically, this clause outlines how the terms and conditions of employment, benefits, or job roles will be maintained or modified for these employees, and may specify protections or transition arrangements. Its core function is to provide clarity and assurance to both the employer and the affected employees regarding their ongoing relationship, thereby minimizing uncertainty and potential disputes during organizational changes.
Remaining Employees. See Section 11.1(d).
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Remaining Employees. Seller shall be solely responsible for terminating the employment of all employees that are not Acquired Employees (collectively, the “Remaining Employees”) or transferring the employment of all Remaining Employees to Seller prior to the Closing, and all liabilities associated with the termination or transfer of all Remaining Employees shall be borne exclusively by Seller.
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Remaining Employees. Defined in Section 13.1(a).
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Remaining Employees. If, following the Closing Date, it is established to the reasonable satisfaction of the Seller that the Contract of employment or employment (as applicable) of an ARD Employee identified by the Seller or its Affiliates as such prior to the Closing Date and set forth on Schedule 1.1(c) did not transfer in accordance with the Transfer Regulations other than as a result of the ARD Employee exercising his or her right not to transfer or as a result of any additional statutory timeframe for the transfer of Protected ARD Employees due to local legal requirements (“Remaining ARD Employee”), then: (i) the Buyer, or its applicable Affiliate, in consultation with the Seller, shall as soon as reasonably possible but in any event within fourteen (14) Business Days of being so requested by the Seller or its Affiliates, make to each such Remaining ARD Employee an offer in writing to employ him/her on their existing terms and conditions and such Remaining ARD Employee shall be treated as an ARD Employee for the purposes of this Agreement; (ii) upon acceptance of the offer made pursuant to Section 6.6(g)(i) above, or in the event an offer of employment was: (A) not made in accordance with Section 6.6(g)(i) above or (B) was not accepted by the expiry of the seven (7) Business Day period following an offer being made in accordance with Section 6.6(g)(i), the Seller or its Affiliates will terminate the employment of any Remaining ARD Employee concerned with immediate effect and without notice; and (iii) the Buyer or its applicable Affiliate shall indemnify the Selling Group and its Affiliates against any Employment Losses arising out of or in connection with the employment and/or termination of the Contract of employment of any Remaining ARD Employee after the Closing Date, except to the extent that any Remaining ARD Employee did not accept the offer of employment by the Buyer made in accordance with Section 6.6(g)(i) or termination arises as a result of Section 6.6(g)(ii)(B) above, in which case any such Liabilities will remain with the Seller.
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Remaining Employees. As of the time immediately after Closing, all other individuals who are employed by Cody Energy and its subsidiaries immediately prior to Closing, whether or not actively at work, will remain employees of Cody Energy, as a wholly-owned subsidiary of Acquiror (the "Cody ---- Energy Employees"). Thereafter Cody Energy may terminate the employment of any ---------------- Cody Energy Employee in its sole discretion at any time. The Cody Energy Employees shall receive the amounts to which they are entitled under the Transaction Bonus Plan or the Equity Appreciation Incentive Plan at Closing or as soon as administratively practicable after Closing and those Cody Energy Employees who are participants in the Supplemental Executive Retirement Plan shall receive payment of their benefit under such plan on the first day of the month following the Closing or as soon as administratively practicable thereafter. Payments under the Transaction Bonus Plan, Equity Appreciation Incentive Plan, and Supplemental Executive Retirement Plan shall be made only if all conditions for payment under such plans shall have been satisfied.
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Remaining Employees. (a) Schedule 6.2(a) sets forth a preliminary list of the titles and locations of individuals who are employed by TDCC and its Affiliates outside of the United States in connection with the Business (other than the Affected French Business Employees) and who have been identified by TDCC as being in-scope with respect to the transactions contemplated by this Agreement (the “Remaining Employees”). Notwithstanding anything contained in Section
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Remaining Employees. Defined in SECTION 15.01(a).
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Related to Remaining Employees

  • Existing Employees Existing employees who are covered by the Coverage Clause of this agreement may become Union members at any time. Employees shall, from the date of advising the employer that they are an APEX member, be bound by all benefits and obligations relating to employees under this agreement subject to meeting the requirements of the Employment Relations Act 2000 regarding when a collective agreement will apply to an employee who was/is a member of another union.

  • Transferred Employees Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

  • Continuing Employees (a) For a period of one year following the Closing Date, or, if shorter, for the duration of the applicable individual’s employment (the “Protected Period”), Buyer shall provide each Employee employed by a Transferred Company immediately prior to the Closing Date (each, a “Continuing Employee”) with base compensation for such period at a rate not less than such Continuing Employee’s base compensation as in effect immediately prior to the Closing Date. (b) Seller shall cause the employment of each Employee who is not actively employed as of immediately prior to the Closing Date (including, but not limited to, due to a leave of absence, short-term or long-term disability or otherwise) (any such Employee, a “Leave Employee”) to be transferred to Seller or any of its Affiliates (other than the Transferred Companies) immediately prior to the Closing Date. Seller shall cause the employment of any Leave Employee who returns to active employment within 12 months following the Closing Date to be transferred to a Transferred Company designated by Buyer. (c) During the Protected Period, Buyer shall, or shall cause an Affiliate of Buyer (including the Transferred Companies) to, provide each Continuing Employee with employee benefits (other than defined benefit pension, retiree medical and equity-related benefits), including target annual cash incentive compensation opportunities, that are no less favorable in the aggregate than the employee benefits (other than defined benefit pension, retiree medical and equity-related benefits) made available by Buyer to similarly situated employees of Buyer and its Affiliates. (d) Effective as of the Closing Date, each Continuing Employee shall commence participation in the “employee benefit plans” (within the meaning of Section 3(3) of ERISA), programs and arrangements of Buyer or its Affiliates (including group health) in which he or she is eligible to participate and for which he or she satisfies the applicable eligibility requirements for participation therein (after giving effect to pre-Closing service credit in accordance with Section 5.3(e))(collectively, “Buyer Benefit Plans”). Buyer shall waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively at work requirements and waiting periods under any Buyer Benefit Plan (other than with respect to any short-term disability plan) that is a welfare benefit plan in which Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Closing Date. Buyer shall recognize and credit, or cause to be recognized and credited, the dollar amount of all co-payments, deductibles and similar expenses incurred by each Continuing Employee (and his or her eligible dependents) under Benefit Plans providing group health benefits during the plan year in which the Closing Date occurs for purposes of satisfying such year’s deductible and out-of-pocket maximums under the relevant Buyer Benefit Plans providing group health benefits in which they will be eligible to participate from and after the Closing Date. (e) Except as otherwise set forth in this Section 5.3, for purposes of eligibility and vesting under any Buyer Benefit Plans and for purposes of benefit accrual and determining benefits under any Buyer Benefit Plan providing for severance and paid time-off, Buyer shall give each Continuing Employee credit for such Continuing Employee’s service with Seller and its Affiliates (as well as service with any predecessor employer) to the same extent recognized by Seller or its Affiliates immediately prior to the Closing Date under a similar Benefit Plan, except to the extent that such credit would result in duplication of benefits. (f) To the extent allowable by Applicable Law, Buyer shall take any and all necessary action to cause the trustee of a tax-qualified defined contribution plan of Buyer or one of its Affiliates, if requested to do so by a Continuing Employee, to accept a direct “rollover” of all of such Continuing Employee’s distribution from Seller’s tax qualified defined contribution plan (including plan loans). (g) From and after the Closing Date, Buyer shall, or shall cause an Affiliate of Buyer (including the Transferred Companies) to satisfy all Pre-Closing Payroll Obligations. The Pre-Closing Payroll Obligations in respect of any unpaid 2016 or 2017 annual, monthly and quarterly bonuses and commissions shall be determined using the applicable methodology set forth on Section 5.3(g) of the Disclosure Schedule. From and after the Closing Date, Buyer and its Affiliates (including the Transferred Companies) shall establish an annual, monthly and quarterly bonus and commission opportunity for the Continuing Employees for the remainder of such performance period using the applicable methodology set forth on Section 5.3(g) of the Disclosure Schedule. (h) With respect to each Continuing Employee (including any beneficiary or the dependent thereof), Seller shall retain all liabilities and obligations for any medical, dental, health, accident, life or disability claim to the extent that such liability or obligation relates to claims incurred (whether or not reported or paid) prior to the Closing Date and Buyer and its Affiliates shall be liable for any such claim incurred on or following the Closing Date. For purposes of this Section 5.3(h) a claim shall be deemed to be incurred when, with respect to medical, dental, health-related, accident and disability (including workmen’s compensation) benefits, the medical, dental, health-related, accident or disability services giving rise to such claim are performed.

  • Shift Employees Employees who work rotating shift patterns or those who work qualifying shifts shall be entitled, on completion of 12 months employment on shift work, to up to an additional 5 days annual leave, based on the number of qualifying shifts worked. The entitlement will be calculated on the annual leave anniversary date. Qualifying shifts are defined as a shift which involves at least 2 hours work performed outside the hours of 8.00am to 5.00pm, excluding overtime. Number of qualifying shifts per annum Number of days additional leave per annum 121 or more 5 days 96 – 120 4 days 71 – 95 3 days 46 – 70 2 days 21 – 45 1 day

  • Retired Employees An employee who retires from University service, at age 55 with five (5) years of service, age 50 with fifteen (15) years of service or at any age with thirty (30) years of service, who is eligible to maintain participation in the UPlan, may indefinitely maintain medical and dental coverage with the University at his/her own expense. Medicare coverage is primary for retirees over 65, and for totally disabled employees who qualify for Medicare, and must coordinate with the UPlan Retiree Medical plan options. If retired or totally disabled employees elect not to continue coverage in the UPlan at the time they leave employment, they may not elect to do so at a later date. (see also Section 5E.)