Individual Employee Agreements Sample Clauses

Individual Employee Agreements. SpinCo shall, or shall cause another member of the SpinCo Group to retain exclusive responsibility for all Employee Agreements with Employees and Former Employees and Parent shall have no responsibility whatsoever therefore. Such Employment Agreements are Business Plans or shall become Business Plans on or after the Split Date.
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Individual Employee Agreements. Within ten (10) Business Days after the execution of the Merger Agreement, the Company shall provide to Parent a true and complete list of all individuals who are a party to a Retention Agreement, including the aggregate retention payment due to each individual under the applicable Retention Agreement. Each SpinCo Group Member and Direct Sale Transferred Subsidiary shall retain exclusive responsibility at and after the Distribution Effective Time for all Employee Agreements applicable to such SpinCo Group Member or Direct Sale Transferred Subsidiary. As of the applicable Employment Commencement Date, SpinCo and Direct Sale Purchaser shall, or shall cause their respective Affiliates to, assume all obligations of the Company and its Affiliates (other than SpinCo Group Members and Direct Sale Transferred Subsidiaries) under all Employee Agreements for any Continuing Employees or Former Tiger Employees to which the Company or any of its Affiliates (other than SpinCo Group Members and any Direct Sale Transferred Subsidiaries) has any obligation, contingent or otherwise; provided, however, that the Company or such Affiliates shall be exclusively responsible for making any payments that vest as of the Closing Date (the “Closing Payments”) under the Retention Agreements, and Parent and its Affiliates shall be exclusively responsible for making any payments that vest under the Retention Agreements following the Closing Date for all Continuing Employees; provided further that, to the extent that the aggregate amount of such payments required to be made by Parent and its Affiliates exceeds $32,500,000, the Company or one of its Affiliates shall promptly pay Parent an amount equal to such excess. All Tax deductions with respect to the Closing Payments shall be for the account of the Company and its Affiliates, and the SpinCo Group and Direct Sale Purchaser shall not claim any such deductions.
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Individual Employee Agreements. Neither Purchaser nor any of its Affiliates shall assume any obligations under or Liabilities with respect to individual employment, retention, termination, severance and other similar agreements (collectively, “Employee Agreements”) relating to any Product Employee or other Person employed by GE or any of its Affiliates as of the Closing Date.
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Individual Employee Agreements. The Company shall retain exclusive responsibility on and after the Closing Date for all individual employment, retention, termination, severance and other similar agreements (collectively, “Employee Agreements”) between the Company and any Transferred Employee.
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Individual Employee Agreements. As of the Transfer Date, the Successor Employer shall assume all obligations of Sellers and its Affiliates under all individual employment, retention, termination, severance and other similar agreements set forth in Schedule 7.11(a)(iv) (collectively, “Employee Agreements”) pursuant to which Sellers or any of its Affiliates has any obligation, contingent or otherwise to any of the Transferred Employees.
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Individual Employee Agreements. Each New Entity and its Corresponding Group shall Assume or retain exclusive responsibility for all individual employment, retention, termination, severance and other similar agreements (collectively, “Employee Agreements”) in respect of any of its Corresponding Employees. As at the Effective Time, each New Entity shall Assume all Employee Agreements in respect of its Corresponding Employees. Each of CW Media and the New Entities will cooperate to take all reasonable steps and fulfill all of their respective obligations under applicable Law, including obtaining any prior approvals or consents, or engaging in any prior discussions or consultations, on a timely basis, in connection with the Transfer and Assumption of all Liabilities relating to such Employee Agreements.
Sample 1
Individual Employee Agreements. Each Purchased Subsidiary shall retain exclusive responsibility for all individual employment, retention, termination, severance and other similar Contracts with any Transferred Employee to which such Purchased Subsidiary is a party (collectively, “Employee Agreements”). As of the Closing Date, Purchaser shall, or shall cause its Affiliates to, assume all obligations of Seller under all Employee Agreements pursuant to which Seller has any obligation, contingent or otherwise.
Sample 1
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Related to Individual Employee Agreements

  • Employee Agreements The Company will cause each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement.

  • Employee Agreement The Employee Agreement entered into by and between the Company and the Employee as it may be amended from time to time.

  • Post-Agreement Employment In the event the Executive remains in the employ of the Company or any of its Affiliates following termination of this Agreement, by the expiration of the Term or otherwise, then such employment shall be at will.

  • Employees; Benefit Plans (a) Following the Closing Date, BHB may choose to maintain any or all of the LSBG Benefit Plans in its sole discretion. Effective no later than the day immediately preceding the Closing Date, LSBG shall terminate any LSBG Benefit Plans for which participant consent is not required and that BHB has requested to be terminated by providing written notice to LSBG at least fifteen (15) days prior to the Closing Date. No later than the day immediately preceding the Closing Date, LSBG shall provide BHB with evidence that such LSBG Benefit Plans have been terminated. However, for any LSBG Benefit Plan terminated for which there is a comparable BHB Benefit Plan of general applicability (other than the defined benefit pension plan or any nonqualified deferred compensation plans or arrangements maintained by BHB), BHB shall take all reasonable action so that employees of LSBG shall be entitled to participate in such BHB Benefit Plan to the same extent as similarly-situated employees of BHB (it being understood that inclusion of the employees of LSBG in the BHB Benefit Plans may occur at different times with respect to different plans). BHB shall cause each BHB Benefit Plan in which employees of LSBG are eligible to participate to take into account for purposes of eligibility and vesting under the BHB Benefit Plans (but not for purposes of benefit accrual) the service of such employees with LSBG and its Subsidiaries to the same extent as such service was credited for such purpose by LSBG (other than for the defined benefit pension plan or any nonqualified deferred compensation plans or arrangements maintained by BHB); provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of BHB to amend or terminate any of the LSBG Benefit Plans or BHB Benefit Plans in accordance with their terms at any time; provided, however, that BHB shall continue to maintain the LSBG Benefit Plans (other than stock-based or incentive plans and the defined benefit pension plan and any nonqualified deferred compensation plans or arrangements) for which there is a comparable BHB Benefit Plan until the LSBG Employees are permitted to participate in the BHB Benefit Plans, unless such BHB Benefit Plan has been frozen or terminated with respect to similarly-situated employees of BHB or any Subsidiary of BHB.

  • Employment Benefit Plans Employee may participate in employee benefit plans in which other similarly situated employees may participate, according to the terms of applicable policies and as stated in the Employee Handbook. Employee acknowledges receipt of the Employee Handbook available on the intercompany website and will review and abide by its terms.

  • Employer The term “Employer” means the Company and/or any subsidiary of the Company that employed the Executive immediately prior to the Effective Date.

  • Post-Employment Activities 6.1 During the term of employment hereunder, and for a period of one year after termination of employment, regardless of the reason for such termination other than by the Corporation or Partnership without Cause or by the Executive for Good Reason, the Executive shall not directly or indirectly become employed by, act as a consultant to, or otherwise render any services to any person, corporation, partnership or other entity which is engaged in, or about to become engaged in, the retail shopping center business or any other business which is competitive with the business of the Corporation, the Partnership or any of their subsidiaries nor shall Executive use Executive's talents to make any such business competitive with the business of the Corporation, the Partnership or any of their subsidiaries. For the purpose of this Section, a retail shopping center business or other business shall be deemed to be competitive if it involves the ownership, operation, leasing or management of any retail shopping centers which draw from the same related trade area, which is deemed to be within a radius of 10 miles from the location of (a) any then existing shopping centers of the Corporation, the Partnership or any of their subsidiaries or (b) any proposed centers for which the site is owned or under contract, is under construction or is actively being negotiated. The Executive shall be deemed to be directly or indirectly engaged in a business if Executive participates therein as a director, officer, stockholder, employee, agent, consultant, manager, salesman, partner or individual proprietor, or as an investor who has made advances or loans, contributions to capital or expenditures for the purchase of stock, or in any capacity or manner whatsoever; provided, however, that the foregoing shall not be deemed to prevent the Executive from investing in securities if such class of securities in which the investment is so made is listed on a national securities exchange or is issued by a company registered under Section 12(g) of the Securities Exchange Act of 1934, so long as such investment holdings do not, in the aggregate, constitute more than 1% of the voting stock of any company's securities.

  • Not Employment Contract The Employee acknowledges that this Agreement does not constitute a contract of employment, does not imply that the Company will continue his/her employment for any period of time and does not change the at-will nature of his/her employment.

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