Transition Issues. 1. With respect to all sales and other exploitations of Pre-Conversion Product prior to the Conversation Date, RCA will account to AD on a royalty basis. -------- [***] Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
Transition Issues. TERMINATION OF LEASE; ASSUMPTION OF CERTAIN OBLIGATIONS
Transition Issues. Warrxx Xxxxxxx xxxll return the Company car currently in his possession on or before the date that is fifteen (15) days after the Effective Date, and the Company shall maintain the existing automobile insurance coverage on such car until such date. Warrxx Xxxxxxx xxxll have the right to purchase (i) the cellular phone he currently uses, (ii) the personal computer currently in his office, and (iii) the personal computer, printer, fax machine and cellular phone currently used by his executive assistant, each for a purchase price equal to the depreciated value of such equipment; provided, however, that all Company-related information shall be deleted from the two personal computers before they are sold to Warrxx Xxxxxxx.
Transition Issues. In the event Purchasing Partners terminates this Agreement pursuant to Sections 9.1 or 9.2 above as a result of an uncured Substantial Breach (as defined below) by PHx, Purchasing Partners and Participating Members shall be deemed to have a fully paid license to continue their use of the PHx e-Commerce System for a period of time equal to [***]. Such license shall be non-assignable and non-sublicenseable and shall be limited to the right to use the PHx e-Commerce System to support the reasonable electronic commerce requirements of Participating Members with at least the same level of connectivity by and among Participating Members, Vendors and Distributors that existed immediately prior to the effective date of termination. Further, in the event of any such termination by Purchasing Partners: (i) PHx shall provide at no charge transition and maintenance support of the PHx e-Commerce System for a period of [***] from the date of termination; and (ii) Purchasing Partners shall be deemed to have a fully paid, perpetual, non-assignable, non-sublicenseable license to use the PHx database of purchasing activity information relating to Participating Members existing as of the date of termination for the limited purpose of supporting Participating Members' reasonable electronic commerce requirements. In no event shall Purchasing Partners use the licenses described in this Section 9.3 in a manner other than is necessary to support the reasonable electronic commerce requirements of Participating Members and Purchasing Partners may not use any aspect of the PHx e-Commerce System to provide services to any person that is not a Participating Member or a Vendor or Distributor (provided, however, that any such services to a Vendor or Distributor must relate solely to Participating Members). This Section 9.3 shall survive the termination of this Agreement. * Confidential Treatment Requested
Transition Issues. 1. The parties agree that if an employee of a predecessor Company fails a drug test when transitioning from one supplier to another, the employee will be offered the opportunity to complete a certified drug rehabilitation program, at no cost to the Company to correct the issue. If the employee refuses the placement, then the successor Company will have no obligation to retain the employee. The employee will enter a certified drug rehabilitation program within thirty calendar days from the date the successor Company received the results of the drug test. If the employee successfully completes the drug rehabilitation program within sixty days, which includes a drug test, and submits satisfactory evidence to the successor Company of this fact, the employee will be offered employment, with no loss of seniority, and be subject to random drug testing for twelve consecutive months following the date of commenced employment. If an employee fails a criminal background check, a review of the employee’s reason for failure will be discussed between the national parties.
Transition Issues a. Between the Agreement Date and the Termination Date (the “Transition”), Employee will report to the Board of Directors of the Company or its designee (the “Board”). Employee agrees to perform agreed upon duties as assigned by the Board, and assist and cooperate with the Board during the Transition, as requested by the Board. Such duties may include but are not limited to assisting in (1) the search for a replacement CEO; (2) the transition of responsibilities to the next CEO and/or an interim individual performing the CEO function, to the extent one is chosen and begins employment prior to the Termination Date; (3) continued development of strategy, budgets and planning for 2008 operations; and (4) customer, investor and public relations.
Transition Issues. Seller shall continue to provide maintenance of subsidiary ledgers, payroll, cash management and general ledger for a period of up to six months from Closing Date for an administrative fee of $4000 per week. Purchaser shall give Seller 30 days' prior written notice of its intent to cancel the maintenance services of Seller. Seller shall continue to provide current medical and dental coverage to Company's employees through December 31, 1997. Purchaser agrees to reimburse Seller for the costs of the premiums. Employees. From the date hereof until the date two years from the Closing Date, the Seller and its subsidiaries and affiliates shall not directly induce or encourage any current employee of the Company or Purchaser to terminate or otherwise interfere with his or her employment relationship with the Company or Purchaser. Should the current General Manager of the Company choose not to continue his employment with the Company after Closing yet remain employed by Seller or its affiliates, Seller will arrange for the current General Manager to continue to render services to the Company for up to six months after the Closing, provided that (i) the current General Manager consents to such arrangement and (ii) Purchaser or the Company pays the current General Manager for such services.
Transition Issues. It is the intention of both parties that the separation and/or use of utilities on the site will be accomplished in the most cost-effective and equitable manner possible for both parties. The Port and Georgia-Pacific will separate the utilities used by the Tissue Mill from the utilities to be demolished and from those utilities needed for the Remaining Buildings and systems to be owned by the Port. Georgia-Pacific will be responsible for the cost of the isolation of utilities to separate the ongoing Tissue Mill operation from the demolition area, including the cost of demolition of the unneeded aboveground utilities outside the Remaining Buildings. The Port will be responsible for the cost to reconnect any needed utilities to the Remaining Buildings and infrastructure on the demolition site. Examples include, but are not limited to, the following:
Transition Issues. (a) Except as otherwise set forth in this Section 1.5, as of the date hereof, all data processing, accounting, insurance, banking, personnel, legal, communications and other products or services provided to the Company by Shareholders or any Affiliate of the Shareholders, including any agreements or understandings (written or oral) with respect thereto, are hereby terminated; provided that all of the parties agree that the Company shall continue until January 31, 2000 to obtain its long distance service under the terms of that certain agreement between MCI/Worldcom and Medaphis dated February 2, 1998 (the "MCI Agreement"); provided, however, that Medaphis shall reimburse the Company for an amount equal to the excess (if any) of the cost per minute under the MCI Agreement over the cost per minute for comparable telephone service under Purchaser's long distance telephone service provider agreement as in effect from time to time. In the event that the Company closes or opens any locations prior to January 31, 2000, it shall use its commercially reasonable efforts to continue (at relocated or new locations) to obtain its long distance service under the MCI Agreement (whether by maintenance of then existing phone numbers, adding lines and numbers at new locations to the MCI Agreement or otherwise).
Transition Issues. 5.01 EMPLOYEES...........................................................7 5.02
