Continuing Employees. Nothing in this Agreement shall give rise to any obligation by Parent to retain any Current Employee, any group of Current Employees of the Company or any Company Plan following the Closing Date. Continuing Employees who become eligible to participate in any welfare benefit plan or pension plan (intended to qualify under Section 401(a) of the Code) of Parent (each a “Parent Plan”) shall receive credit for purposes of eligibility and vesting for years of service with the Company prior to the Effective Time to the extent that such service was recognized under the corresponding Company Plan prior to the Effective Time; provided that such service shall not be recognized if and to the extent that it would result in the duplication of benefits or is not possible or practical under a Parent Plan. For clarity, service credit shall not be given for benefit accrual, early retirement subsidies or entitlement purposes under any Parent Plan and shall not be given for any purpose under any Parent plans or programs other than welfare benefit plans or pension plans, including any equity plans, but excluding any personal time off plans and vacation programs.
Continuing Employees. From and after the date hereof, Seller will assist Buyer in seeking to retain certain of Seller’s employees to effectuate a smooth transition of the operation of the Properties to the Buyer. Within 10 days from the date hereof, Seller will provide Buyer with a list of employees (the “Seller Employees”) available for employment with Buyer, which will include the following data: name, job title, salary or wage, bonus eligibility, vacation eligibility, hire date, and service date. The Seller Employees that Buyer hires are referred to as the “New Employees.”
Continuing Employees. Continuing Employees shall not be terminated upon the Effective Time, but rather the rights, powers, duties, liabilities and obligations of JDSU or the relevant Subsidiary of JDSU to such Employees in respect of their relevant terms of employment in force immediately before the Effective Time shall remain with Lumentum or one (1) of its Subsidiaries or Viavi or one (1) of its Subsidiaries as required by applicable Law or this Agreement.
Continuing Employees. Each employee of the Company who continues immediately after the Closing Date as an employee of the Company, Newpark, or any of its subsidiaries ("Continuing Employee") shall be treated under Newpark's compensation, benefit plans and employment policies and practices on a basis which Newpark deems no less favorable than an employee of Newpark who performs comparable duties and responsibilities for Newpark on an equally satisfactory basis. Each Continuing Employee shall receive service credit for all purposes (including, but not limited to, vesting, eligibility and benefit accrual) under Newpark's "Benefit Plans" (as defined in Section 3.15.1, substituting "Newpark" for "the Company") and under any Benefit Plan adopted in the future for service completed with the Company as if such service had been completed with Newpark except that (a) no such employee shall receive such past service credit under a future Benefit Plan except on the same basis that Newpark's employees also receive past service credit under such plan, and (b) no such past service credit will be provided under a plan if the Internal Revenue Service determines that such credit would adversely affect the tax qualified status of such plan under Section 401 of the Code.
Continuing Employees. On and for a period of not less than three (3) months after the Closing, Parent shall provide, or cause the Company or its successor to provide, to each Continuing Employee salary and benefits (other than equity-compensation benefits and without giving effect to any Continuing Employee’s title) that are, in the aggregate, no less favorable to the salary and benefits (other than equity-compensation benefits) provided to such Continuing Employee as of immediately prior to the Closing or, in its sole discretion, Parent may provide such Continuing Employee with benefits (other than equity-compensation benefits and without giving effect to any Continuing Employee’s title) under the Parent’s employee benefit plans on substantially the same basis, in the aggregate, as those provided to similarly situated employees of Parent. If Parent chooses to provide benefits to one or more Continuing Employees under Parent’s employee benefit plans, then Parent shall use its commercially reasonable efforts to provide to such Continuing Employees participation in Parent’s 401(k) plan without a waiting period, credit for all year-to-date co-pays and deductibles under Parent’s plans incurred by any such Continuing Employees prior to Closing, waiver of all waiting periods under any plan providing life insurance or long-term disability insurance, and, to the extent applicable, credit continuous service with the Company prior to the Closing, including, without limitation, for purposes of determining the rate at which such Continuing Employees will accrue vacation and the amount of severance payable under the applicable Parent employee benefit plan. The Continuing Employees are not third-party beneficiaries of the provisions of this Section 5.8(a), and nothing herein expressed or implied will give or be construed to give any Continuing Employee any legal or equitable rights hereunder.
Continuing Employees. All employees and independent contractors of the Companies (collectively, the “Offered Employees”), will be offered continued employment on an at-will basis by or with the Purchaser or one of its Subsidiaries (including the Companies). The Offered Employees who accept employment with the with the Purchaser or one of its Subsidiaries (including the Companies) shall be referred to herein as “Continuing Employees.” Continuing Employees shall be eligible to participate in the health, welfare and other benefit programs of the Company. Notwithstanding the foregoing, nothing contained in this Section 6.2 shall (i) be treated as an amendment of any particular employee benefit plan, program, policy, agreement or arrangement, (ii) give any third party, including any Offered Employee, any Continuing Employee, any former employee of the Company or any beneficiary representative thereof, any right to enforce the provisions of this Section 6.2 or (iii) operate to duplicate any benefit provided to any Continuing Employee or the funding of any such benefit. Nothing contained in this Agreement (x) confers (or is intended to confer) upon any Offered Employee, any Continuing Employee or any other Person any right to continued employment after the Closing or (y) prevents (or is intended to prevent) the Purchaser or any of its Affiliates from amending, modifying or terminating any employee benefit plan, program, policy, agreement or arrangement at any time.
Continuing Employees. All Continuing Employees shall cease to be employees of Seller and its Affiliates as of the time immediately preceding their Employment Date and shall become employees of Holly Tulsa or HEP Tulsa, as applicable, as of their Employment Date and, at such time, the applicable Buyer shall, subject to Section 6.3.13, assume and be responsible for and indemnify and hold harmless the Seller and its Affiliates against payment of all salaries or wages and benefits and all other claims, costs, expenses and Liabilities relating to the Continuing Employees’ employment with or termination of employment with that Buyer and its Affiliates that arise on or after their Employment Date. Subject to Section 6.3.2 and Section 6.3.3, the Seller shall retain Liability and be responsible for and indemnify and hold harmless the Buyers against all salaries or wages and benefits and all other claims, costs, expenses and Liabilities related to or arising out of Seller’s employment decisions or practices relating to its employment or termination of the Continuing Employees prior to their Employment Date. Subject to Section 6.3.13, nothing in this Agreement shall limit the right of a Buyer that initially employs a Continuing Employee to later terminate the employment of that Continuing Employee following his or her Employment Date, with or without cause; provided, however, that the Buyers and their Affiliates shall not terminate the employment of a Continuing Employee or take any other action if such termination or action gives rise to any obligation or Liability on behalf of the Seller or any of its Affiliates under the WARN Act (including penalties under the WARN Act and any pay made in lieu of WARN Act-required notice). For purposes of clarity, it is agreed that any termination of employment by the Seller or its Affiliates of any Current Employee or Retained Employee shall not relieve the Buyers and their Affiliates of their obligations not to terminate the employment of a Continuing Employee or take any other action with respect to a Continuing Employee, or reduce the Buyers’ Liability with respect thereto, if such termination or action by the Buyers will give rise to any obligation or Liability under the WARN Act on behalf of the Seller or any of its Affiliates. The Seller waives any claims against the Buyers and the Continuing Employees arising under any employment, confidentiality or non-disclosure agreement, or non-competition agreement between any such Continuing Employee and ...
Continuing Employees. New LLC shall offer to employ the employees of Seller listed on Schedule 6.2(a) (the “Continuing Employees”) as of the Closing Date, on the terms and conditions established by New LLC in its sole discretion. Such offer of employment by New LLC shall not be deemed to create a continuing right to employment for any Continuing Employees. Seller shall be solely responsible for all liabilities relating, directly or indirectly, to any of Seller’s employees who do not accept New LLC’s offer of employment. Seller shall be solely responsible for any employment-related claims filed by any employees of Seller which relate to facts and circumstances existing on and prior to the Closing Date, or arise from or relate to completion of the transactions contemplated by this Agreement or the Transaction Documents, regardless of when filed.
Continuing Employees. The first observation shall be completed by January 15. The second observation shall be completed by May 1.Summary evaluations shall be completed by June 1 of each year.
Continuing Employees. Until December 31, 2020, Synacor will provide, or will cause to be provided, to each employee of Qumu or its Subsidiaries as of immediately prior to the Effective Time (including any employee on leave who has a right to reemployment) who continues to be employed by Synacor or the Surviving Corporation as of immediately after the Effective Time (individually, a “Continuing Employee” and collectively, “Continuing Employees”) with (i) a base salary or wage rate that is no less favorable than the base salary or wage rate provided to such Continuing Employee as of immediately prior to the Effective Time; (ii) target cash bonus opportunity that is no less favorable in the aggregate than the target cash bonus opportunity provided to such Continuing Employee as of immediately prior to the Effective Time (excluding for purposes of this paragraph (a) and for the avoidance of doubt, equity and equity-based incentives, sales commissions and, subject to Section 7.7(d), severance benefits) and (iii) with respect to any Qumu Terminating Plan, until December 31, 2020, with a substitute benefit if and as then provided to similarly situated employees of Synacor and their dependents (after giving effect to the provisions of Section 7.7(d)).