Hired Employee Sample Clauses

Hired Employee. 6.1.1 ICGC..................................................................................... 3.1(c) Indemnified Party........................................................................ 8.2(d) Indemnifying Party....................................................................... 8.2(d) Intellectual Property.................................................................... 4.12(a) Lanigan Employment Agreement............................................................. 2.1.2(f) Lanigan Note Receivable.................................................................. 2.1.2(e) Licensed Intellectual Property........................................................... 4.12(c) Loss..................................................................................... 8.2(a) Material Adverse Effect.................................................................. 4.1(a) Material Contracts....................................................................... 4.9
Sample 1
Hired Employee. All Hired Employees shall be eligible to participate in the employee benefit plans, programs and policies, and fringe benefits of Purchaser on the same basis (after application of paragraph (c) below) as such plans, programs, policies and benefits are offered to similarly situated employees of Purchaser.
Sample 1
Hired Employee. Any System Employee who is offered and accepts employment by the Transferee or its Affiliate pursuant to Section 7.3.
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Hired Employee. Any Inactive Employee who returns to active employment within six (6) months of the Closing Date, or such longer period as required by applicable Law, and who satisfies Buyer’s employment policies regarding employee documentation, drug testing, background screening, and other similar matters shall be considered a Hired Employee upon such Inactive Employee’s commencement of employment with Buyer, provided such date is within six (6) months of the Closing Date. Buyer and its Affiliates shall only be responsible for Liabilities relating to an Inactive Employee from and after the date such Inactive Employee becomes a Hired Employee. From the Closing Date through the first anniversary of the Closing Date, Buyer shall not terminate any Hired Employee other than (1) for Cause or (2) due to the occurrence of any material adverse change to the Business (including as a result of any Change in Healthcare Laws) during such twelve (12) month period.
Sample 1
Hired Employee. Any Inactive Employee who returns to active employment on or prior to the later of (i) the date that is six (6) months after the Closing Date or (ii) the latest date on which the Buyer would be required to rehire such Inactive Employee pursuant to applicable Law and who satisfies Buyer’s employment policies regarding employee documentation, drug testing, background screening, and other similar matters shall be considered a “Hired Employee” upon such Inactive Employee’s commencement of employment with Buyer. From the Closing Date through the date six (6) months following the Closing Date, Buyer shall not terminate any Hired Employee other than (i) for Cause or (ii) due to the occurrence of any material adverse change to the Business, and if any Hired Employee is terminated during the one (1) year period following the Closing Date other than for Cause or due to the occurrence of any material adverse change to the Business, Buyer will pay that Hired Employee an amount equal to the base salary that such Hired Employee would have earned during the remainder of the one (1) year period following the Closing Date (the “Severance Payment”) in lieu of any other severance payments, unless such Hired Employee has a contractual right (whether in such Hired Employee’s employment agreement with Affinity or in a change in control agreement between such Hired Employee and Affinity) as set forth on Section 6.05(a) of the Disclosure Schedules that provides for a greater benefit upon termination, in which case Buyer will pay the Hired Employee solely the benefits provided in accordance with such agreement as set forth on Section 6.05(a) of the Disclosure Schedules. For the avoidance of doubt, any termination payments described in the immediately preceding sentence that are made will be considered to be inclusive of any amounts due under the Worker Adjustment and Retraining Notification Act of 1988.
Sample 1
Hired Employee. Any AT&T System Employee who is offered and accepts employment by a Transferred Entity or is an employee of a Transferred Entity, in either case in accordance with Section 7.5.
Sample 1
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Hired Employee 
Sample 1

Related to Hired Employee

  • Transferred Employees Harpoon’s employment of the Transferred Employees shall terminate at 11:59 p.m. Pacific Time on the Series B Closing Date. Prior to or in conjunction with the Series B Closing, Maverick shall in good faith offer employment to the Transferred Employees, pursuant to terms of written offer letters, with such employment to commence on the first Business Day immediately following the Series B Closing Date. In the event that any such Transferred Employee accepts Maverick’s offer of employment either before or after the Series B Closing, Maverick shall be responsible for all Liabilities (including salaries and benefits, including the maintenance of appropriate levels of workers’ compensation insurance) arising out of any such employment from and after the initial date of the Transferred Employee’s employment with Maverick. Harpoon shall be responsible for providing notice and health continuation coverage under COBRA to any Transferred Employee (and his/her qualified beneficiaries) who experiences a qualifying event after the Series B Closing Date. With respect to all confidentiality and invention assignment provisions applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing, Harpoon shall enforce such provisions on behalf of Maverick, at Maverick’s request and expense, to the extent that Maverick cannot enforce such Contracts directly. Effective upon the Series B Closing, Harpoon hereby waives (x) any non-competition or similar provisions and (y) any confidentiality provisions, to the extent restricting disclosure or use of the Transferred Intellectual Property or use of the license set forth in Section 2.2(a), in each case ((x) and (y)) applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing.

  • Continuing Employees “Continuing Employees” is defined in Section 6.4 of the Agreement.

  • Affected Employees Affected Employees" shall mean employees of the Seller who are employed by Buyer immediately after the Closing Date.

  • Business Employees Immediately after the date of this Agreement, Buyer shall offer employment to each Business Employee set forth on Schedule 6.6(a). Buyer shall reimburse Seller for severance obligations (if any) arising as a result of the rejection of Buyer’s offer of employment by any Business Employee. Buyer shall cause each offer of employment to a Business Employee pursuant to this Section 6.6(a) to provide for (i) an annual salary or hourly wage rate (as applicable), (ii) annual and long-term bonus and incentive compensation opportunities (other than incentive compensation opportunities related to the transactions contemplated by this Agreement), and (iii) employee benefit plans, programs and arrangements (collectively “Employment Terms”) that are substantially comparable, in the aggregate, to those provided to Buyer’s employees in similar positions. In addition, Buyer may offer employment to the Business Employees set forth on Schedule 6.6(b), on terms to be mutually agreed upon, at the Buyer’s sole discretion. Buyer shall reimburse Seller for severance obligations (as set forth on Schedule 6.6(c)), actually paid by Sellers or Parent, arising as a result of the rejection of Buyer’s offer of employment by any Business Employee or arising as a result of Buyer’s failure to offer employment to any Business Employee if such Business Employee is terminated by Seller within thirty (30) days of the Closing Date. Any Business Employee who accepts Buyer’s offer of employment pursuant to this Agreement shall be a “Transferred Employee.” Nothing herein shall restrict the right of Buyer or a Subsidiary of Buyer to terminate the employment of any Transferred Employee after the Closing Date. Any reimbursement of severance obligations by Buyer to Seller, as set forth above, shall occur within ten (10) days of a reimbursement request from Seller.

  • 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.

  • Active Employees At or before the Effective Time, New Ceridian shall, or shall cause its Subsidiaries to, employ or continue to employ each New Ceridian Employee who, at the time such action is taken, is actively employed. Any employment agreement between New Ceridian and such an employee shall (i) supersede any employment agreement between such employee and the Corporation and (ii) release the Media Information Indemnitees from all Liabilities and responsibility with respect to any Employment Related Claims arising prior to the Effective Time or in connection with the transactions contemplated by this Agreement or the Distribution Agreement. Any employment agreement between the Corporation and a New Ceridian Employee shall, as of the Effective Time and subject to any contrary provisions of such agreement, be deemed to be assigned to New Ceridian.

  • 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.

  • Post-Employment Benefits A. If Employee's employment is terminated by ARAMARK for any reason other than Cause, Employee shall be entitled to the following post-employment benefits:

  • Termination of Employee Plans The Company shall have provided Parent with evidence, reasonably satisfactory to Parent, as to the termination of the benefit plans referred to in Section 5.9.

  • 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.

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