Transition Employees. Crown and Constar have agreed that the employees listed in Appendix C will be classified as “Transition Employees.” For the “Applicable Period” (as described below), these Transition Employees will continue to be employed by Crown but will provide services exclusively to Constar in accordance with the Research and Development Agreement. At the end of the Applicable Period, or earlier, if mutually agreed to by the Parties, the Transition Employees shall be terminated by Crown and shall be offered employment with Constar. The “Applicable Period” with respect to Transition Employees who, as of the Closing Date, are in the process of seeking permanent residency in the United States, shall be the later of (i) 18 months from the Closing Date, and (ii) the period from the Closing Date until the date permanent residency is granted. The “Applicable Period” with respect to Transition Employees who, as of the Closing Date, are not in the process of seeking permanent residency shall be six months from the Closing Date. At such time as the Transition Employees become employed by Constar (the “Transition Date”), the Transition Employees shall be considered Active Constar Employees and will subject to all of the terms of this Agreement as of the Transition Date.
Transition Employees. In the event that any Transition Employee's employment terminates prior to the Effective Date of Employment (as defined above), Sellers, after consulting with Purchaser, shall use commercially reasonable efforts to replace such Transition Employee in order to maintain staffing levels that are appropriate with respect to the Business. Any such replacement employee shall be deemed to be a Transition Employee for purposes of this Agreement. During the period between the Closing Date and the Effective Date of Employment, the Transition Employees shall remain employees of Sellers or their Affiliates. During such period, Sellers will provide the administrative services requested by Purchaser that are reasonably necessary to service and administer the Business in accordance with the Transition Services Agreement. Up to the Effective Date of Employment, the Transition Employees shall perform the activities requested by Purchaser but shall remain under the direction and control of Sellers and Sellers shall retain the right to terminate such Transition Employees. In the event that Sellers terminate a Transition Employee without Purchaser's consent (which consent shall not be unreasonably withheld), Sellers shall be responsible for payment of related severance costs, if any. Purchaser will pay or reimburse Sellers for all costs for providing the services of the Transition Employees, including but not limited to Sellers' Fully Loaded Costs. Other than increases in salary or wages in the ordinary course of business and any changes in benefits disclosed in Schedule 5.01(A), Purchaser shall not be responsible for reimbursement for increases in the compensation and benefits of Transition Employees during the period between the Closing Date and the Effective Date of Employment without the prior written approval of Purchaser. In the event that the bonus and/or benefits paid to or provided on behalf of any Transition Employee during or for such period include amounts attributable to an entire year or any portion of a year greater than the period of time during which the Transition Employee was providing services under this Section 5.19(b), then Purchaser shall reimburse to Sellers only the pro rata portion of such bonus and/or benefits based on the period of time during which the Transition Employee provided services under this Section 5.19(b).
Transition Employees. In respect of any of the Persons who provide to the Purchaser and its Affiliates services pursuant to the Commodities Trading and Services Agreements, the Purchaser and the Seller Parties shall at least 30 days in advance of the conclusion of the term of the applicable Commodities Trading and Services Agreements identify any such employees the Purchaser wishes to continue to employ (the “Scheduled Transition Employees”). The Seller Parties shall notify the Purchaser within a reasonable period and at least 15 days prior to the conclusion of the term of the applicable Commodities Trading and Services Agreements whether it consents to permit the Purchaser and its Affiliates to continue to employ to some or all of the Scheduled Transition Employees (such employees, the “Designated Scheduled Transition Employees”).
Transition Employees. The Parties agree that the individuals providing services under the Transition Services Agreement (the “Transition Employees”) shall be employed by the SVM Group during a transition period beginning on the Business Separation and ending on a date to be agreed upon between ServiceMaster and TruGreen (for each such Transition Employee, the “Transfer Date”). Except as provided in this Agreement, the Transition Employees will be treated as ServiceMaster Employees for purposes of this Agreement.
Transition Employees. Within 30 days after the date hereof, Buyer shall notify Primestar in writing of the names of any of the employees of the Sellers which Buyer would like the Sellers to continue to employ after the Closing Date ("Potential Transition Employees"), but in no event beyond a date specified in writing by Buyer within six months following the Closing Date ("Wind-up Date"). Buyer may revise its list of Potential Transition Employees at any time. Potential Transition Employees who remain actively employed on the Closing Date (including employees absent solely by reason of vacation, but excluding employees absent for any other reason) shall constitute "Transition Employees," and Seller shall continue to employ and to make available to Buyer the services of each such employee from the Closing Date through the earlier of (i) the Wind-up Date or (ii) with respect to any such employee, any date designated in a written notice provided by Buyer to Sellers, at least 30 calendar days prior to such date ("Transition Period"). The Transition Period need not be the same for each Transition Employee, and the provision for 30 days prior notice by Buyer of its termination of any Transition Employee's services shall not be required if such termination is for "cause" (as determined by Buyer in good faith in accordance with its policies with respect to its employees).
Transition Employees. The Parties shall use commercially reasonable efforts to ensure that the Transition Employees become Administrator’s employees at a mutually agreeable time without interference to servicing of Legacy Policies. (B)
Transition Employees. Section 6.17(a). 1.65.52. Triple X Facility. Section 2.8.4. 1.65.53. Triple X Calculation. Section 2.8.4.
Transition Employees. The Buyer shall extend offers of temporary employment to those employees of the Seller or NLT set forth on SCHEDULE 10.4(f) (who shall be in addition to the Transferred Employees) (the "TRANSITION
Transition Employees. Not less than five (5) business days prior to the termination of the Transition Period, Buyer may, in Buyer’s sole discretion, offer employment to one or more Transition Employees, and simultaneously therewith Buyer shall notify Seller of such offer of employment, if any. Transition Employees so hired shall be treated as new employees of Buyer, and, with respect to such hired Transition Employees, Buyer shall have no obligations which may have accrued on or before the date of hire, including, without limitation, with respect to salaries, sales commissions, payroll taxes, and fringe benefits. With respect to any such Transition Employee accepting employment, Seller shall terminate the employment of such Transition Employee accepting employment with Buyer and thereafter shall have no liability to Buyer or to such Transition Employees with respect to employment after the conclusion of the Transition Period and, except as the Parties may expressly otherwise agree in writing, any such personnel shall be independent of, and have no further obligations to, Seller. All obligations of Seller to such Transition Employees that are accrued through the conclusion of the Transition Period (regardless of when such claim is filed), including obligations for salaries, sales commissions, payroll taxes, workers compensation, unemployment insurance, and fringe benefits, shall remain the obligations of Seller. Buyer acknowledges and agrees that Seller’s employees may elect, at their sole discretion, to decline Buyer’s offer of employment, and therefore it is expressly agreed that Seller is not responsible for any liability, cost or expense, nor shall it bear any obligation or liability to Buyer as a result of any employee’s refusal of Buyer’s employment offer.
Transition Employees. (i) For the Transition Period, Buyer or Valero shall provide, or cause to be provided, compensation (including any minimum bonus referred to in Schedule 4(o) prorated for the Transition Period) to each Transition Employee at a level no less favorable to such Transition Employee than the compensation level for such Transition Employee in effect immediately prior to the Closing Date. For any period of time that a Transition Employee remains employed by the Company following the last day of the Transition Period, Buyer or Valero shall provide, or cause to be provided, until the first anniversary of the Closing, severance benefits to such Transition Employee that are no less favorable to such Transition Employee than those provided by the Company immediately prior to the Closing Date to terminated employees, and, for purposes of determining such severance benefits, each Terminated Employee shall be given full credit for such Terminated Employee's prior service with the Company and its predecessors.
