Transition of Employees. From and after the Closing Date, Purchaser and Seller shall cooperate to ensure an orderly transition of the Employees who accept employment with Purchaser.
Transition of Employees. 1. Definition of “Transition”
Transition of Employees. From and after the Closing Date, Buyer and Seller agree to cooperate to ensure an orderly transition and subsequent administration of the Acquired Employees. Upon reasonable notice a Party will provide, or cause to be provided, such information and assistance to the other Party as may reasonably be requested by that Party in connection with any employment-related litigation, claim, grievance, arbitration, discovery, or other proceeding with respect to Employees or Acquired Employees, to which Buyer or Seller or any of their affiliates is or may become a party.
Transition of Employees. Seller and Buyer shall cooperate to ensure an orderly transition of the Transferred Employees.
Transition of Employees. Any employees hired by Provider to provide the Services (or those employees of Provider who are already providing Services to zulily under a previous agreement between the Parties) may be eligible for full-time employment with zulily, at zulily’s sole discretion and with Provider’s permission, which must be in writing and which will not be unreasonably withheld as long as (i) zulily is not in default under this Agreement or any SOW executed pursuant to this Agreement, (ii) the minimum headcounts and hour volumes identified in the SOW attached as Exhibit A hereto are met, (iii) the tenure requirements in this Section 1.3 are met, and (iv) such hiring is consistent with the provisions of Exhibit B attached hereto. Provider in its sole discretion may allow zulily to hire a Provider employee without meeting such conditions. Subject to zulily satisfying the foregoing conditions at the time of any hiring of Provider employees, zulily may begin to transition Provider’s employees to zulily effective June 1, 2014 and in accordance with Exhibit B. The number of Provider employees zulily may transition to [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. zulily pursuant to Exhibit B shall be cumulative and in accordance with the “Total Staff Converted” line of Exhibit B. For clarity and by way of example only, if Exhibit B allows zulily to transfer [*] Provider employees to zulily in June 2014 and another [*] Provider employees in July 2014, if zulily doesn’t transition any Provider employees in June 2014, zulily may transfer [*] Provider employees to zulily in July 2014. In no case shall zulily transfer more than [*] employees within a calendar month. When transitioning Provider employees to zulily in accordance with Exhibit B, zulily will first attempt to hire Provider employees who have been employed with Provider at a Facility for at least [*]. To the extent zulily meets the other conditions set forth in this Section 1.3 at the time of any hiring of Provider employees and is not able to meet the hiring targets set forth in Exhibit B solely from Provider employees who have been employed with Provider at a Facility for at least [*], zulily may hire Provider employees of lesser tenure (with a goal to have such tenure be as close to [*] with Provider as reasonably possible but in no case less than [*] ...
Transition of Employees. From and after the expiration of the Study Period, provided that Purchaser has elected to proceed with the transaction, the Parties shall meet and cooperate to effect an orderly transition of ownership and possession of the Property on the Closing Date. Purchaser shall not contact (or otherwise discuss this transaction with) any supervisory personnel or other employees at the Hotel (“Hotel Employees”) without Seller’s prior written consent, which consent shall not be unreasonably withheld. At the Closing, Seller shall transfer and/or terminate or cause to be transferred and/or terminated all of the employees at the Hotel and Purchaser shall offer employment to a sufficient number of such terminated employees to make any requirements of the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 2101 (and any comparable State law) (collectively, the “WARN Act”) inapplicable to this transaction. Seller shall defend, indemnify and hold harmless Purchaser and the Purchaser Related Parties from and against all claims, losses, costs, actions, judgments, liabilities, damages and expenses arising out of or in connection with any Property-related employment matters accruing prior to the Closing (provided, however, that Seller shall have no liability hereunder for any claims, losses, costs, actions, judgments, liabilities, damages and expenses relating to or arising from Purchaser’s failure to perform its obligations under this Section 9.5), and Purchaser shall defend, indemnify and hold harmless Seller, and the other Released Parties from and against any and all claims, losses, costs, actions, judgments, liabilities, damages and expenses arising out of or in connection with (i) any Property-related employment matters accruing on or after the Closing and/or (ii) the WARN Act. Notwithstanding anything to the contrary contained in this Agreement, Purchaser may (but no sooner than ten (10) Business Days prior to the Closing Date) interview and/or train Employees (“Employee Transition Process”), and Seller shall cooperate with Purchaser throughout the entire Employee Transition Process (“Transition Cooperation”). Purchaser shall reimburse Seller for any additional payroll expenses directly attributable to Hotel Employees’ participation in the Employee Transition Process.
Transition of Employees. Within thirty (30) days of the Effective Date, Aurum will extend offer letters of at-will employment to be effective as of the Implementation Date, to those Customer employees listed in Schedule H (each, an “Employee Offeree”) in accordance with Aurum’s normal employment policies, subject to the allowances and provisions set forth in this Article. Aurum’s offer letter to the Employee Offerees shall not be construed as a promise or commitment of continuing employment. Each Employee Offeree who accepts Aurum’s offer of employment pursuant to Aurum’s normal employment policies and this Article will become, on the Implementation Date, an Aurum employee (each, a “Transitioned Employee”) and will be eligible to participate in all employee benefit plans or employment policies and programs available to similarly situated Aurum employees.
Transition of Employees. A. Attached to this Letter Agreement as Exhibit B is a partial list of Sunset Harbor’s employees, their positions and salaries, as of the Transition Date (the “Immediate Employees”). Sunset Harbor shall terminate the Immediate Employees on the Transition Date. Tender Loving Care hereby agrees to hire the Immediate Employees as of the Transition Date, and further agrees either to promptly reimburse the Immediate Employees for COBRA payments related to the continuation of health insurance benefits until such time as the Immediate Employees are eligible to participate in Tender Loving Care’s group health insurance plan or to offer comparable health insurance benefits beginning on the Transition Date. Sunset Harbor represents and warrants that there are not EEOC liabilities and/or any outstanding Worker’s Compensation liabilities. In addition, Tender Loving Care hereby agrees to retain the Immediate Employees for a period of not less than sixty (60) calendar days following the Transition Date. Notwithstanding the foregoing, the hiring of each of the Immediate Employees shall be subject to the satisfaction of any and all background checks and policies currently in effect by Tender Loving Care, and any continued employment shall be subject to each such employee’s compliance with all policies and procedures currently in effect or which may be instituted in the future.
Transition of Employees. Seller covenants and hereby agrees to waive any employment restrictions as such restrictions or covenants may apply to any Employee who renders services in connection with the Business to the extent necessary to permit any such Employee to accept employment with Purchaser and perform his or her duties pursuant to such employment. From and after the Closing Date, Purchaser and Seller shall cooperate to ensure an orderly transition of the Transferred Employees. Seller agrees to (i) pay timely all compensation due any Employees through the day prior to the Closing Date, (ii) to pay timely all severance pay, if any, due Employees as a result of the transactions contemplated by this Agreement or otherwise, and (iii) remit timely to all applicable Governmental Authorities and quasi- Governmental Authorities all income, social security, payroll withholding and employment taxes due in connection with the Business prior to the Closing Date. As of and subsequent to the Closing Date, Purchaser shall: (a) provide the Transferred Employees with service credit for purposes of eligibility, participation, vesting and levels of benefits (but not for benefit accruals under any defined benefit pension plan), under any employee benefit or compensation plan, program or arrangement adopted, maintained or contributed to by Purchaser or an Affiliate in which Transferred Employees are eligible to participate (the “Purchaser Plans”) for all periods of employment with Seller prior to the Closing Date; (b) cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any Purchaser Plans to be waived with respect to the Transferred Employees and their eligible dependents, to the extent waived under the corresponding plan in which the applicable Transferred Employee participated immediately prior to the Closing Date; and (c) give the Transferred Employees and their eligible dependents credit for the plan year in which the Closing Date occurs for annual out- of-pocket limits for expenses incurred prior to the Closing Date, in each case, to the extent permitted by applicable Law and the Purchaser Plans.
Transition of Employees. The Parties agree to work together in good faith to assist each Employee who is currently working for Seller under a temporary working visa (such as H-1B or L-1 visa) in such Employee’s transfer of employment from Seller to Buyer. In connection therewith and to the extent deemed reasonably practicable by Seller at its sole discretion, Seller will retain such Employee as an employee of Seller for such a period of time as may be determined by Seller in its sole discretion to facilitate such Employee’s application for a temporary working visa for such Employee’s employment with Buyer; provided that nothing herein shall require Seller to take any action that may violate any of the applicable law or the policies of Seller.
