Maintenance of Terms and Conditions Sample Clauses

Maintenance of Terms and Conditions. (a) For a period of at least eighteen (18) months commencing on the Closing Date or such longer period as required by Applicable Law (the “Continuation Period”), Buyer shall provide, or shall cause its Affiliates to provide, each Continuing Employee who remains employed or becomes employed by Buyer or one of its Subsidiaries upon and following the Closing Date with (i) at least the same base salary or wage rate provided to such Continuing Employee immediately prior to the Closing Date, (ii) short and long-term incentive compensation opportunities, in each case which are no less favorable in the aggregate to the short and long-term compensation opportunities provided to such Continuing Employee (including all cash and equity based compensation) in the aggregate immediately prior to the Closing Date; provided that any long-term incentive award opportunities may be provided in the form of cash or equity or a combination thereof, and (iii) other compensation and employee benefits, including paid time-off, severance benefits and protections and health savings account contributions, which are no less favorable in the aggregate to such other compensation and employee benefits provided to such Continuing Employee immediately prior to the Closing Date; provided, that notwithstanding anything to the contrary herein, such compensation and employee benefits provided by Buyer (or one of its Subsidiaries) shall be of the type and at levels sufficient to comply with Applicable Law or the terms of any collective bargaining, works council or other agreement with any employee representative group.
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Maintenance of Terms and Conditions. The terms and conditions of employment agreed to and set forth in Schedules A - G, attached hereto, shall be maintained by the County during the life of this Agreement.
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Maintenance of Terms and Conditions. 44.1 The parties agree that once the Award has been subjected to a section 89A exercise the parties will then agree to include matters arising out of the Award that are deemed by the Australian Industrial Relations Commission to be non-allowable matters to form part of this agreement till the agreement reaches its nominal expiry date.
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Maintenance of Terms and Conditions. For the period commencing on the Closing Date and ending on the twelve (12)-month anniversary thereof (the “Continuation Period”), except to the extent as may be agreed between JV NewCo (or one of its Subsidiaries, including, following the Closing, an Emerald Entity) and the applicable Transferred Employee, JV NewCo shall, and shall cause its Subsidiaries (including the Emerald Entities) to, provide each Transferred Employee with (a) a base salary or wage rate that is at least equal to the base salary or wage rate provided to such Transferred Employee immediately prior to the Applicable Transfer Time, (b) target short-term cash incentive compensation opportunities (including annual bonus, commission opportunities and profit-sharing opportunities but excluding equity and equity-based incentive opportunities and any one-time, retention, transaction, change-in-control 140 or similar payments) that are, in each case, at least equal to each of the target short-term cash incentive compensation opportunities (including annual bonus, commission opportunities and profit-sharing opportunities but excluding equity and equity-based incentive opportunities and any one-time, retention, transaction, change-in-control or similar payments) provided to such Transferred Employee immediately prior to the Applicable Transfer Time and (c) employee benefits, fringe benefits and perquisites that are substantially comparable in the aggregate to the employee benefits, fringe benefits and perquisites (including the value of any defined benefit pension benefits, but understanding the form of benefit may vary, but excluding any equity and equity-based incentive compensation opportunities, any deferred compensation benefits and any retiree health or welfare benefits) provided to Transferred Employees immediately prior to the Applicable Transfer Time (provided that, for purposes of this subsection (c), the value of defined benefit pension benefits shall be determined by JV NewCo in good faith consultation with Exxxxxx and determined by reference to (1) the projected value as of the assumed future retirement date, using reasonable assumptions and taking into account future wage growth, of the defined benefit pension benefits provided to Transferred Employees by Exxxxxx and its Subsidiaries (as if the transactions contemplated by this Agreement had not occurred), less (2) the projected value as of the same future retirement date, using the same reasonable assumptions, of the defined benef...
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Maintenance of Terms and Conditions. Subject to the other provisions of this ‎Article 9, as applicable, Buyer agrees that it shall provide (or cause its Subsidiaries or the applicable Third-Party Employer to provide) each Transferred
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Maintenance of Terms and Conditions. For the period commencing on the Effective Time and ending on December 31, 2023, provided that if the Effective Time occurs following March 21, 2023, such period will end on the one-year anniversary of the Closing (the “Continuation Period”), Buyer shall, and shall cause its Subsidiaries (including the Purchased Subsidiaries) to, provide each Transferred Employee with (a) a base salary or wage rate that is at least equal to the base salary or wage rate provided to such Transferred Employee immediately prior to the Effective Time, (b) annual target cash and short-term and target long-term incentive compensation opportunities (including annual equity and equity-based incentive, annual bonus, and commission opportunities) that are no less favorable in the aggregate than the target cash and short-term and long-term incentive compensation opportunities (including annual equity and equity-based incentive, annual bonus, and commission opportunities, and excluding any one-time, retention, transaction, completion, signing or other similar bonus payments) provided to such Transferred Employee immediately prior to the Effective Time and (c) employee benefits (except as otherwise provided in Section 7.5 below), fringe benefits and perquisites that are substantially comparable in the aggregate to the employee benefits, fringe benefits and perquisites provided to such Transferred Employee immediately prior to the Effective Time. Notwithstanding anything in this Article VII to the contrary, the terms and conditions provided to Transferred Employees following the Applicable Transfer Time shall be subject to the requirements of Applicable Law and all Seller Collective Agreements.
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Maintenance of Terms and Conditions. Subject to Sections ‎7.4(c), ‎7.4(l) and ‎7.4(m), and unless otherwise agreed to in writing, as applicable, Buyer agrees that, with respect to each Transferred Employee, for the period commencing at the Applicable Transfer Time for such Transferred Employee and ending on the 12-month anniversary of such Applicable Transfer Time (the “Relevant Period”), it shall provide (or cause its Affiliates to provide) such Transferred Employee with, annual base salary, target incentive compensation opportunities (including bonus and commission opportunities, but excluding special, one-time or Transaction-related bonuses) and employee benefits (other than retiree medical or other post-employment benefits) that are substantially similar in the aggregate to his or her annual base salary, target incentive compensation opportunities (including ordinary course bonus opportunities but excluding special, one-time or Transaction-related bonuses) and employee benefits (pursuant to Seller Benefit Plans) in effect immediately prior to such Applicable Transfer Time, as disclosed to Buyer in Schedule 3.9(a) and Schedule 3.10(d) (and as such amounts may be amended or modified following the Closing in accordance with the terms of the Transition Services Agreement).
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Maintenance of Terms and Conditions. (a) For a period of at least twelve (12) months commencing on the earliest Closing Date under this Agreement or such longer period as required by Applicable Law (the “Continuation Period”), Buyer shall provide, or shall cause one of its Affiliates to provide, each Continuing Employee who remains employed or becomes employed by Buyer or one of its Subsidiaries (including an Acquired Entity) upon and following the Closing Date with (i) at least the same base salary or wage rate provided to such Continuing Employee immediately prior to the Closing Date, (ii) a target short-term incentive compensation opportunity, based solely on the target percentage of base salary or wage rate and not the attainability of applicable performance metrics, that are no less favorable than the short-term incentive compensation opportunity provided to such Continuing Employee immediately prior to the Closing Date, and (iii) other employee benefits, including, paid time-off and severance benefits and protections, which are no less favorable in the aggregate to such other compensation and employee benefits provided to similarly situated employees of Buyer and its Affiliates; provided, that notwithstanding anything to the contrary herein, such compensation and employee benefits provided by Buyer (or one of its Subsidiaries) shall be of the type and at levels sufficient to comply with Applicable Law or the terms of any collective bargaining, works council or other agreement with any employee representative group.
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Related to Maintenance of Terms and Conditions

  • Acceptance of Terms and Conditions Seller, by signing this Agreement, or delivering the supplies or performing the services identified herein, agrees to comply with all the terms and conditions and all specifications and other documents that this Agreement incorporates by reference or attachment. Company hereby objects to any terms and conditions contained in any acknowledgment of this Agreement that are different from or in addition to those mentioned in this document. Failure of Company to enforce any of the provisions of this Agreement shall not be construed as evidence to interpret the requirements of this Agreement, nor a waiver of any requirement, nor of the right of Company to enforce each and every provision. All rights and obligations shall survive final performance of this Agreement.

  • General Terms and Conditions In consideration of the mutual promises contained in this Agreement, and intending to be legally bound, pursuant to Section 252 of the Act, Verizon and PNG hereby agree as follows:

  • Covenants and Conditions; Construction of Agreement All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

  • Standard Terms and Conditions Executive expressly understands and acknowledges that the Standard Terms and Conditions attached hereto are incorporated herein by reference, deemed a part of this Agreement and are binding and enforceable provisions of this Agreement. References to “this Agreement” or the use of the term “hereof” shall refer to this Agreement and the Standard Terms and Conditions attached hereto, taken as a whole.

  • Construction of Terms Nothing herein expressed or implied is intended, or shall be construed, to confer upon or give any person, firm or corporation, other than the parties hereto or their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

  • ADDITIONAL TERMS AND CONDITIONS This Annex A to the Second Amended and Restated Servicing Agreement, dated October 31, 2021 (the “Agreement”), among Xxxxx Bank and Xxxxx Trust Company, as Sellers, the Bank Assets Purchaser and, upon execution of the Joinder Agreement, the Delaware Trust Assets Purchaser, as Purchasers, and Guarantor (solely for purposes of Section 9.5 of the Agreement), is incorporated into and deemed part of the Agreement in all respects.

  • Acceptance of Terms of Agreement THE RECEIPT AND ACCEPTANCE OF THE CERTIFICATE BY THE CERTIFICATEHOLDER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE CERTIFICATEHOLDER OF ALL THE TERMS AND PROVISIONS OF THIS AGREEMENT, AND SHALL CONSTITUTE THE AGREEMENT OF THE OWNER TRUSTEE, ON BEHALF OF THE OWNER TRUST, THAT THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE OWNER TRUSTEE AND THE CERTIFICATEHOLDER.

  • SPECIAL TERMS AND CONDITIONS It is the intent of TIPS to award to reliable, high performance vendors to supply products and services to government and educational agencies. It is the experience of TIPS that the following procedures provide TIPS, the Vendor, and the participating agency the necessary support to facilitate a mutually beneficial relationship. The specific procedures will be negotiated with the successful vendor.

  • Modification of Terms; etc No Pledgor shall rescind or cancel any obligations evidenced by any Receivable or modify any term thereof or make any adjustment with respect thereto except in the ordinary course of business consistent with prudent business practice, or extend or renew any such obligations except in the ordinary course of business consistent with prudent business practice or compromise or settle any dispute, claim, suit or legal proceeding relating thereto or sell any Receivable or interest therein except in the ordinary course of business consistent with prudent business practice without the prior written consent of the Collateral Agent. Each Pledgor shall timely fulfill all obligations on its part to be fulfilled under or in connection with the Receivables.

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