System Employees Sample Clauses

System Employees. Upon reasonable notice, each Seller shall, and shall cause DCS to, provide Purchaser with reasonable access to the System Employees during normal business hours. Such access shall be in accordance with applicable law and for the purpose of performing drug tests, administering employment applications, interviewing employees, and informing employees about Purchaser benefit plans. Requests for the necessary information to perform background checks can be included in the employment applications. All System Employee contact by Purchaser will be done on Sellers' premises and Purchaser's representative(s) will be accompanied by DCS's Human Resource representative(s). Purchaser shall have access to System Employees two weeks before the Closing for the purpose of transition training, provided that such training does not unreasonably interfere with Sellers' operation of the Seller Business. At least 45 days prior to the Closing Date, Purchaser shall provide written notice to Sellers identifying any System Employees to whom Purchaser does not intend to extend offers of employment. Any medical plans offered by Purchaser to System Employees hired by Purchaser shall contain no restrictions or limitations with respect to pre-existing conditions, except to the extent any such restrictions or limitations actually applied to the System Employees prior to the Closing Date. Sellers shall, at their option, effective immediately prior to Closing, cause DCS to terminate or retain the employment of any System Employees not to be hired by Purchaser and, as soon as practicable after Closing, shall provide to those terminated System Employees who have not been employed by Purchaser severance benefits, if any, in accordance with the current severance arrangements covering the System Employees. Sellers shall also cause DCS to pay off all accrued vacation and sick time for all terminated System Employees and all System Employees hired by Purchaser. As of the Closing Date, all System Employees hired by Purchaser shall cease to participate as active employees in or accrue benefits under System Employee Benefit Plans or any other employee benefit plans that are sponsored by any Seller or DCS. From and after the Closing Date, Purchaser shall cause each employee benefit plan, program, agreement and arrangement maintained by Purchaser (including any 401(k) plans) in which any System Employee hired by Purchaser participates to treat all service accrued or deemed accrued prior to the Closing D...
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System Employees. SCHEDULE 7.11 sets forth a true and complete list of the names and base salaries of all employees of Xxxxxx Cellular Systems, Inc. ("DCS") primarily involved in the operation of the Seller Business (the "SYSTEM EMPLOYEES"). No Person is employed by either Seller in the operation of the Seller Business. Except as set forth on SCHEDULE 7.11, each Seller Party and their Affiliates: (i) have in all material respects withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to System Employees; (ii) are not liable for any material arrears of wages or any material taxes or any material penalty for failure to comply with any of the foregoing; and (iii) are not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any court, arbitrator or governmental or regulatory official, body or authority (including the FCC or any state body having jurisdiction over the Seller Business or any Purchased Asset), with respect to unemployment compensation benefits, social security or other benefits or obligations for System Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no material pending or to Sellers' knowledge threatened claims or actions against any Seller Party under any worker's compensation policy or long-term disability policy involving any System Employee. Except as set forth in SCHEDULE 7.11, there are no actions, suits, claims or grievances pending, or, to the knowledge of Sellers, threatened relating to any labor, safety or discrimination matters involving any System Employee, including, charges of unfair labor practices or discrimination complaints. No Seller Party nor any of their Affiliates have engaged in any unfair labor practices within the meaning of the National Labor Relations Act with respect to any System Employee or the Seller Business. Except as set forth in SCHEDULE 7.11, no Seller Party nor any of their Affiliates are presently, nor have they been in the past, a party to, or bound by, any collective bargaining agreement or other labor union contract applicable to the Seller Business and no such collective bargaining agreement is being negotiated by any Seller, DCS or any Affiliate thereof. No consent of any union (or similar group or organization) is required in connection with the consummation of the transactions contemplated hereby. The...
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System Employees. 10 1.44. System.......................................................... 10 1.45. Taxes........................................................... 10 1.46.
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System Employees. Within thirty (30) days after the execution of this Agreement, Seller shall deliver to Buyer a list ("Available Employee List") of System employees. Buyer shall have the right to contact employees of the System identified on the Available Employee List for the purpose of interviewing and evaluating such personnel, provided that such contact shall not unreasonably interfere with operations of the System and, if requested by Xxxxxx, Xxxxxx may schedule such contact at reasonable times and intervals. On and as of the Closing Date, Seller will take all action necessary to terminate the employees of the System identified on the Available Employee List and shall pay such employees all payroll sums, including, without limitation, vacation pay, "golden parachute", retiree medical, COBRA, severance pay or other benefits due to them through the close of business on the Closing Date or arising thereafter and shall indemnify, defend and hold harmless Buyer from and against all Indemnifiable Damages (as defined in Section 8.1) resulting or arising from such sums or from the termination of employment. Buyer may, in its sole discretion and without obligation, commencing within sixty (60) days prior to the Closing, offer employment to employees of the System identified on the Available Employee List on terms and conditions unilaterally proposed by Buyer effective on the Closing Date. Not less than ten (10) days prior to Closing, Buyer shall provide a list to Xxxxxx of such employees of the System to whom employment offers have been or will be made.
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System Employees. Enron has delivered the Schedule of Eligible Transition Employees on a confidential basis to the Vice President, Human Resources at EEC with the Schedule showing the name, job position, work location, base compensation and years of past service credit for all Eligible Transition Employees. Enron will provide the EOTT Parties, on a confidential basis, relevant written information in Enron's possession regarding each such individual's work qualifications, training history, and prior jobs held while employed by any affiliate of Enron or the EOTT Parties. The EOTT Parties agree to cause a member or members of the controlled group under IRC Section 1563(c)(2)(A) of which Enron is a member (the "OPERATOR CONTROLLED Group") to make offers of employment as of the Effective Date to such Eligible Transition Employees with such offers of employment to be made within thirty (30) days of the date of execution of the Agreement. Additionally, the EOTT Parties shall require that all acceptances of employment by the System Employees be received by the EOTT Parties on or before fifteen (15) days prior to the anticipated Approval Date, unless otherwise agreed between the parties. The EOTT Parties agree that such offers of employment shall be made in accordance with this Section. The offered employment shall be at levels of compensation consistent with the EOTT Parties' salary policies for jobs of similar responsibilities, but in accordance with Section 2.2 above. If the EOTT Parties offer an Eligible Transition Employee employment hereunder that requires a relocation beyond fifty (50) miles from that Eligible Transition Employee's current work location, the EOTT Parties shall pay relocation benefits in accordance with Enron's relocation policy.
Sample 1
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System Employees. (a) Acquiror shall cause all System Employees who are actively employed by the Company or the Company Subsidiary immediately prior to the Closing Date, other than those senior management System Employees listed on Section 6.06(a) of the Disclosure Schedule (the “Excluded Employees”), to remain employed by the Company or such Company Subsidiary immediately following the Effective Time (hereinafter those System Employees who remain employed by the Company or such Company Subsidiary shall be collectively referred to as the “Retained Employees”) in the same or comparable positions, and, in the aggregate, at the same or comparable total compensation (including base pay and bonus), as are offered by the Acquiror to its current employees in similar positions and in similar geographic locations. Prior to the Closing Date, the Company shall terminate the Excluded Employees from their employment with the Company or a Company Subsidiary or transfer any or all of the Excluded Employees to a position with Parent or its Affiliates (other than the Company or the Company Subsidiary). The Parent shall be responsible for any and all severance payments or other related termination obligations other than COBRA, if any, for the Excluded Employees. Neither Acquiror, the Company nor the Company Subsidiary shall have any obligations or liabilities whatsoever with respect to the Excluded Employees, other than pursuant to COBRA, which COBRA obligations shall be assumed by the Acquiror. The Acquiror shall also be responsible for any and all
Sample 1
System Employees. Effective as of the Closing Date, CMM will second each of the System Employees to the General Partner in accordance with and subject to the terms and conditions of the Employee Secondment Agreement for the purpose of performing job functions related to the Assets. By its execution of this Agreement, CMM shall be a party to this Agreement solely for purposes of the covenant contained in this Section 5.9 and not for any other purpose. This Section 5.9 shall be considered a covenant of the Seller Parties for purposes of Section 7.1 of this Agreement. Notwithstanding anything in this Agreement to the contrary, Buyer shall be entitled to specifically enforce CMM’s obligation under this Section 5.9 in accordance with Section 10.8.
Sample 1

Related to System Employees

  • Term Employees (a) On termination, a term employee, with or without dependants, who leases unfurnished accommodations, or who leases furnished accommodations or owns his/her own home, will be provided financial assistance on a percentage basis for years of completed service, as defined in Table A-6.

  • 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

  • TIME EMPLOYEES 61.01 Definition Part-time employee means an employee whose weekly scheduled hours of work on average are less than those established in Article 24 (Hours of Work) but not less than those prescribed in the Federal Public Sector Labour Relations Act.

  • Auxiliary Employees (a) An auxiliary employee shall receive a letter of appointment clearly stating their employment status and expected duration of employment.

  • Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.

  • Contract Employees Contained in Annexure D.

  • Fixed Term Employees 31. The only terms of this Agreement that apply to employees who are not regular employees are those that are set out in Articles 31A, 32, 33 and 34. ARTICLE 31A – FIXED-TERM EMPLOYEES OTHER THAN SEASONAL, STUDENT AND GO TEMP EMPLOYEES (FXT) 31A.1 Articles 31A.2 to 31A.16 apply only to fixed-term employees other than seasonal, student and GO Temp employees.

  • Rehired Employees Amounts forfeited upon termination of employment because of the failure to meet the applicable vesting requirements shall not be reinstated or re-credited if an individual is subsequently rehired or re-employed by the School Corporation. However, if the Board shall have approved a leave of absence of not more than one (1) fiscal year for an employee, such period of leave shall not result in forfeiture provided the employee shall promptly return to employment following the expiration of the period of the leave.

  • 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.

  • Newly Hired Employees All employees hired to an insurance eligible position must make their benefit elections by their initial effective date of coverage as defined in this Article, Section 5C. Insurance eligible employees will automatically be enrolled in basic life coverage. If employees eligible for a full Employer Contribution do not choose a health plan administrator and a primary care clinic by their initial effective date, and do not waive medical coverage, they will be enrolled in a Benefit Level Two clinic (or Level One, if available) that meets established access standards in the health plan with the largest number of Benefit Level One and Two clinics in the county of the employee’s residence at the beginning of the insurance year. If an employee does not choose a health plan administrator and primary care clinic by their initial effective date, but was previously covered as a dependent immediately prior to their initial effective date, they will be defaulted to the plan administrator and primary care clinic in which they were previously enrolled.

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