Common use of Accrued Vacation Clause in Contracts

Accrued Vacation. Effective as of the applicable Transfer Time, to the extent permitted by applicable Law or the terms of any applicable CBA, Purchaser shall assume Liability for all vacation days or other annual leave (other than “banked” vacation days, as such term is used under Seller’s vacation policies) accrued or earned but not yet taken by each Transferred Employee as of the applicable Transfer Time, as determined pursuant to Seller’s policies and reflected on Seller’s books and records (the “Accrued Vacation Days”), which Liabilities shall be Assumed Liabilities. Seller shall pay each Transferred Employee, within 20 Business Days following the applicable Transfer Time, an amount equal to any “banked” vacation days standing to such Transferred Employee’s credit as of the applicable Transfer Time. In the event that any Transferred Employee is entitled under applicable Law or the terms of any applicable CBA to be paid for any Accrued Vacation Days on or after the applicable Transfer Time, (i) Purchaser or its applicable subsidiary or, solely to the extent required by applicable Law or the terms of any applicable CBA (as reasonable determined by Seller), Seller or its applicable subsidiary, shall pay any required amounts to such Transferred Employee, (ii) such amounts, whether or not paid by Seller or its applicable subsidiary, shall remain Assumed Liabilities and (iii) to the extent any such amounts are paid by Seller or its subsidiaries, Seller or the applicable subsidiary shall be 57 entitled to indemnification pursuant to Section 10.02 with respect thereto. From and after the applicable Transfer Time, Purchaser shall, and shall cause its subsidiaries (including the Transferred Entity) to, honor all the Accrued Vacation Days for which payment is not made pursuant to the immediately preceding sentence. In the event that Purchaser is required by applicable Law or the terms of any applicable CBA to assume any “banked” vacation days standing to a Transferred Employee’s credit as of the applicable Transfer Time, Liability for such “banked” vacation days shall remain Retained Liabilities and Purchaser shall be entitled to indemnification pursuant to Section 10.02 with respect thereto.

Accrued Vacation. Effective as Purchaser shall give each Continuing Employee credit for years of service with Seller for purposes of calculating such Continuing Employee’s vacation accrual rate with Purchaser. For Continuing Employees located in all jurisdictions other than India, the applicable Transfer TimeUnited States, to and the extent permitted by applicable Law or the terms of any applicable CBAUnited Kingdom, Purchaser shall assume Liability for all permit each Continuing Employee to carry over to Purchaser any vacation days or other time accrued but unused with Seller, up to a maximum of fifty percent (50%) of such Continuing Employee’s annual leave (other than “banked” vacation daysaccrual rate with Purchaser, as and Seller shall pay to such term is used under Seller’s Continuing Employee the remainder of any accrued but unused vacation policies) accrued or earned but not yet taken by each Transferred Employee as of time. For Continuing Employees located in India, on the applicable Transfer Time, as determined pursuant to Seller’s policies and reflected on Seller’s books and records (the “Accrued Vacation Days”), which Liabilities shall be Assumed Liabilities. Closing Date Seller shall pay each Transferred EmployeeContinuing Employee for all accrued but unused vacation time through the Closing Date. For Continuing Employees located in the United States, within 20 Business Days following on the Closing Date Seller shall pay each Continuing Employee for all accrued but unused vacation time through the Closing Date, unless the Continuing Employee consents to the partial payout and carryover described in the first sentence of this Section 5.7(d)(i). For Continuing Employees located in the United Kingdom, all Continuing Employees shall carry over to Purchaser all accrued and unused vacation time in accordance with applicable Transfer Time, Law. The Purchase Price shall be reduced by an amount equal to any “banked” the value of all vacation days standing time carried over by Continuing Employees to such Transferred Purchaser, calculated on the basis of each Continuing Employee’s credit base compensation rate as of the applicable Transfer Time. In the event that any Transferred Employee is entitled under applicable Law or the terms of any applicable CBA to be paid for any Accrued Vacation Days on or after the applicable Transfer Time, (i) Purchaser or its applicable subsidiary or, solely in effect immediately prior to the extent Effective Time (or on such other basis, if higher, as Seller actually uses in calculating the payments it makes or is required by applicable Law or the terms of any applicable CBA (as reasonable determined by Seller), Seller or its applicable subsidiary, shall pay any required amounts to such Transferred Employee, (ii) such amounts, whether or not paid by Seller or its applicable subsidiary, shall remain Assumed Liabilities and (iii) make to the extent any such amounts are paid by Seller or its subsidiaries, Seller or the applicable subsidiary shall be 57 entitled to indemnification pursuant to Section 10.02 with respect thereto. From and after the applicable Transfer Time, Purchaser shall, and shall cause its subsidiaries (including the Transferred Entity) to, honor all the Accrued Vacation Days for which payment is not made Continuing Employees pursuant to the immediately preceding sentenceforegoing provisions of this Section 5.7(d)(i)). In At least two (2) Business Days before the event Closing Date, Seller shall deliver to Purchaser a certificate of Seller’s chief financial officer setting forth the amount of vacation time that Purchaser is required by applicable Law will have accrued through (and including) the Closing Date for each Business Employee, the dollar amount of each such employee’s salary (or hourly wage rate), and the terms resulting value of any applicable CBA to assume any “banked” each such employee’s accrued vacation days standing to a Transferred Employee’s credit as of the applicable Transfer Time, Liability for such “banked” vacation days shall remain Retained Liabilities and Purchaser shall be entitled to indemnification pursuant to Section 10.02 with respect theretotime.

Accrued Vacation. Effective As soon as of practicable after the applicable Transfer TimeClosing Date, to the extent permitted by applicable Law or the terms of any applicable CBA, Purchaser shall assume Liability for all vacation days or other annual leave (other than “banked” vacation days, as such term is used under Seller’s vacation policies) accrued or earned but not yet taken by each Transferred Employee as of the applicable Transfer Time, as determined pursuant to Seller’s policies and reflected on Seller’s books and records (the “Accrued Vacation Days”), which Liabilities shall be Assumed Liabilities. Seller shall pay each Transferred Employee, within 20 Business Days following the applicable Transfer Time, an amount equal to Employee for any “banked” unused vacation days standing and any personal and sickness days which a Transferred Employee is eligible to such Transferred Employee’s credit take during calendar year 1996 (including any carryover vacation and personal and sickness days, if any, from calendar years earlier than 1996) in accordance with the vacation and personnel policies and labor agreements of Seller or its Affiliates in effect as of the applicable Transfer TimeClosing Date, and Buyer shall have no responsibility to Transferred Employees therefor. In If the event Closing occurs after December 31, 1996, Seller and Buyer shall allocate liabilities for vacation days entitled to be taken by Transferred Employees during calendar year 1997 as follows: Seller shall determine the aggregate accrued vacation liability for Transferred Employees for calendar year 1997 based upon compensation and service data as of January 1, 1997, in accordance with Seller's vacation policy as in effect on the date of this Agreement and consistent with past practice (the "1997 Accrued Vacation Liability"). Seller's portion of the 1997 Accrued Vacation Liability shall be determined by the product of the 1997 Vacation Liability multiplied by a fraction, the numerator of which is the number of days elapsed during calendar year 1997 as of the day immediately preceding the Closing Date and the denominator of which is 365 ("Seller's Vacation Portion"). To the extent that any the vacation time actually used as of the Closing (as determined by multiplying each vacation period used by a Transferred Employee multiplied by his base compensation or salary as in effect on January 1, 1997 for such period) exceeds the Seller's Vacation Portion, Buyer shall reimburse Seller for such difference as soon as practicable after the Closing. On the other hand, if the vacation time actually used as of the Closing is entitled under applicable Law or less than Seller's Vacation Portion, Seller shall reimburse Buyer for such difference as soon as practicable after the terms Closing. If the Closing occurs after December 31, 1996, (a) Buyer shall honor unused 1997 vacation periods of any applicable CBA to be paid for any Accrued Vacation Days Transferred Employees accrued on or after January 1, 1997 under Seller's vacation policy in effect on the applicable Transfer Time, (i) Purchaser or its applicable subsidiary or, solely to the extent required by applicable Law or the terms date of this Agreement and Seller shall be liable for any applicable CBA (as reasonable determined by Seller), Seller or its applicable subsidiary, shall pay increased vacation costs resulting from any required amounts to changes in such Transferred Employee, (ii) vacation policy after such amounts, whether or not paid by Seller or its applicable subsidiary, shall remain Assumed Liabilities date and (iiib) Buyer may offset against any 1997 vacation periods to the extent any such amounts are paid by Seller or its subsidiaries, Seller or the applicable subsidiary shall be 57 which Transferred Employees would otherwise become entitled to indemnification pursuant to Section 10.02 with respect thereto. From under Buyer's vacation policy all 1997 vacation periods accrued on and after January 1, 1997 under Seller's vacation policy as in effect on the applicable Transfer Time, Purchaser shall, and shall cause its subsidiaries (including the Transferred Entity) to, honor all the Accrued Vacation Days for which payment is not made pursuant to the immediately preceding sentence. In the event that Purchaser is required by applicable Law or the terms date of any applicable CBA to assume any “banked” vacation days standing to a Transferred Employee’s credit as of the applicable Transfer Time, Liability for such “banked” vacation days shall remain Retained Liabilities and Purchaser shall be entitled to indemnification pursuant to Section 10.02 with respect theretothis Agreement.

Accrued Vacation. Effective as of the applicable Transfer Time, to the extent permitted by applicable Law or the terms of any applicable CBA, Purchaser shall assume Liability for all vacation days or other annual leave (other than “banked” vacation days, as such term is used under Seller’s vacation policies) accrued or earned but not yet taken by each Transferred Employee as of the applicable Transfer Time, as determined pursuant to Seller’s policies and reflected on Seller’s books and records (the “Accrued Vacation Days”), which Liabilities shall be Assumed Liabilities. Seller shall pay each Transferred Employee, within 20 Business Days following the applicable Transfer Time, an amount equal to any “banked” vacation days standing to such Transferred Employee’s credit as of the applicable Transfer Time. In the event that any Transferred Employee is entitled under applicable Law or the terms of any applicable CBA to be paid for any Accrued Vacation Days on or after the applicable Transfer Time, (i) Purchaser or its applicable subsidiary or, solely to the extent required by applicable Law or the terms of any applicable CBA (as reasonable determined by Seller), Seller or its applicable subsidiary, shall pay any required amounts to such Transferred Employee, (ii) such amounts, whether or not paid by Seller or its applicable subsidiary, shall remain Assumed Liabilities and (iii) to the extent any such amounts are paid by Seller or its subsidiaries, Seller or the applicable subsidiary shall be 57 entitled to indemnification pursuant to Section 10.02 with respect thereto. From and after the applicable Transfer Time, Purchaser shall, and shall cause its subsidiaries (including the Transferred Entity) to, honor all the Accrued Vacation Days for which payment is not made pursuant to the immediately preceding sentence. In the event that Purchaser is required by applicable Law or the terms of any applicable CBA to assume any “banked” vacation days standing to a Transferred Employee’s credit as of the applicable Transfer Time, Liability for such “banked” vacation days shall remain Retained Liabilities and Purchaser shall be entitled to indemnification pursuant to Section 10.02 with respect thereto.

Accrued Vacation. Effective as Purchaser shall give each Continuing Employee credit for years of service with Seller for purposes of calculating such Continuing Employee’s vacation accrual rate with Purchaser. For Continuing Employees located in all jurisdictions other than India, the applicable Transfer TimeUnited States, to and the extent permitted by applicable Law or the terms of any applicable CBAUnited Kingdom, Purchaser shall assume Liability for all vacation days or other annual leave (other than “banked” vacation dayspermit – 48 – [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. each Continuing Employee to carry over to Purchaser any vacation time accrued but unused with Seller, up to a maximum of fifty percent (50%) of such term is used under SellerContinuing Employee’s annual vacation policies) accrual rate with Purchaser, and Seller shall pay to such Continuing Employee the remainder of any accrued or earned but not yet taken by each Transferred Employee as of unused vacation time. For Continuing Employees located in India, on the applicable Transfer Time, as determined pursuant to Seller’s policies and reflected on Seller’s books and records (the “Accrued Vacation Days”), which Liabilities shall be Assumed Liabilities. Closing Date Seller shall pay each Transferred EmployeeContinuing Employee for all accrued but unused vacation time through the Closing Date. For Continuing Employees located in the United States, within 20 Business Days following on the Closing Date Seller shall pay each Continuing Employee for all accrued but unused vacation time through the Closing Date, unless the Continuing Employee consents to the partial payout and carryover described in the first sentence of this Section 5.7(d)(i). For Continuing Employees located in the United Kingdom, all Continuing Employees shall carry over to Purchaser all accrued and unused vacation time in accordance with applicable Transfer Time, Law. The Purchase Price shall be reduced by an amount equal to any “banked” the value of all vacation days standing time carried over by Continuing Employees to such Transferred Purchaser, calculated on the basis of each Continuing Employee’s credit base compensation rate as of the applicable Transfer Time. In the event that any Transferred Employee is entitled under applicable Law or the terms of any applicable CBA to be paid for any Accrued Vacation Days on or after the applicable Transfer Time, (i) Purchaser or its applicable subsidiary or, solely in effect immediately prior to the extent Effective Time (or on such other basis, if higher, as Seller actually uses in calculating the payments it makes or is required by applicable Law or the terms of any applicable CBA (as reasonable determined by Seller), Seller or its applicable subsidiary, shall pay any required amounts to such Transferred Employee, (ii) such amounts, whether or not paid by Seller or its applicable subsidiary, shall remain Assumed Liabilities and (iii) make to the extent any such amounts are paid by Seller or its subsidiaries, Seller or the applicable subsidiary shall be 57 entitled to indemnification pursuant to Section 10.02 with respect thereto. From and after the applicable Transfer Time, Purchaser shall, and shall cause its subsidiaries (including the Transferred Entity) to, honor all the Accrued Vacation Days for which payment is not made Continuing Employees pursuant to the immediately preceding sentenceforegoing provisions of this Section 5.7(d)(i)). In At least two (2) Business Days before the event Closing Date, Seller shall deliver to Purchaser a certificate of Seller’s chief financial officer setting forth the amount of vacation time that Purchaser is required by applicable Law will have accrued through (and including) the Closing Date for each Business Employee, the dollar amount of each such employee’s salary (or hourly wage rate), and the terms resulting value of any applicable CBA to assume any “banked” each such employee’s accrued vacation days standing to a Transferred Employee’s credit as of the applicable Transfer Time, Liability for such “banked” vacation days shall remain Retained Liabilities and Purchaser shall be entitled to indemnification pursuant to Section 10.02 with respect theretotime.

Accrued Vacation. Effective As soon as of practicable after the applicable Transfer TimeClosing ---------------- Date, to the extent permitted by applicable Law or the terms of any applicable CBA, Purchaser shall assume Liability for all vacation days or other annual leave (other than “banked” vacation days, as such term is used under Seller’s vacation policies) accrued or earned but not yet taken by each Transferred Employee as of the applicable Transfer Time, as determined pursuant to Seller’s policies and reflected on Seller’s books and records (the “Accrued Vacation Days”), which Liabilities shall be Assumed Liabilities. Seller shall pay each Transferred Employee, within 20 Business Days following the applicable Transfer Time, an amount equal to Employee for any “banked” unused vacation days standing and any personal and sickness days which a Transferred Employee is eligible to such Transferred Employee’s credit take during calendar year 1996 (including any carryover vacation and personal and sickness days, if any, from calendar years earlier than 1996) in accordance with the vacation and personnel policies and labor agreements of Seller or its Affiliates in effect as of the applicable Transfer TimeClosing Date, and Buyer shall have no responsibility to Transferred Employees therefor. In If the event Closing occurs after December 31, 1996, Seller and Buyer shall allocate liabilities for vacation days entitled to be taken by Transferred Employees during calendar year 1997 as follows: Seller shall determine the aggregate accrued vacation liability for Transferred Employees for calendar year 1997 based upon compensation and service data as of January 1, 1997, in accordance with Seller's vacation policy as in effect on the date of this Agreement and consistent with past practice (the "1997 Accrued Vacation Liability"). Seller's portion of the 1997 Accrued Vacation Liability shall be determined by the product of the 1997 Vacation Liability multiplied by a fraction, the numerator of which is the number of days elapsed during calendar year 1997 as of the day immediately preceding the Closing Date and the denominator of which is 365 ("Seller's Vacation Portion"). To the extent that any the vacation time actually used as of the Closing (as determined by multiplying each vacation period used by a Transferred Employee multiplied by his base compensation or salary as in effect on January 1, 1997 for such period) exceeds the Seller's Vacation Portion, Buyer shall reimburse Seller for such difference as soon as practicable after the Closing. On the other hand, if the vacation time actually used as of the Closing is entitled under applicable Law or less than Seller's Vacation Portion, Seller shall reimburse Buyer for such difference as soon as practicable after the terms Closing. If the Closing occurs after December 31, 1996, (a) Buyer shall honor unused 1997 vacation periods of any applicable CBA to be paid for any Accrued Vacation Days Transferred Employees accrued on or after January 1, 1997 under Seller's vacation policy in effect on the applicable Transfer Time, (i) Purchaser or its applicable subsidiary or, solely to the extent required by applicable Law or the terms date of this Agreement and Seller shall be liable for any applicable CBA (as reasonable determined by Seller), Seller or its applicable subsidiary, shall pay increased vacation costs resulting from any required amounts to changes in such Transferred Employee, (ii) vacation policy after such amounts, whether or not paid by Seller or its applicable subsidiary, shall remain Assumed Liabilities date and (iiib) Buyer may offset against any 1997 vacation periods to the extent any such amounts are paid by Seller or its subsidiaries, Seller or the applicable subsidiary shall be 57 which Transferred Employees would otherwise become entitled to indemnification pursuant to Section 10.02 with respect thereto. From under Buyer's vacation policy all 1997 vacation periods accrued on and after January 1, 1997 under Seller's vacation policy as in effect on the applicable Transfer Time, Purchaser shall, and shall cause its subsidiaries (including the Transferred Entity) to, honor all the Accrued Vacation Days for which payment is not made pursuant to the immediately preceding sentence. In the event that Purchaser is required by applicable Law or the terms date of any applicable CBA to assume any “banked” vacation days standing to a Transferred Employee’s credit as of the applicable Transfer Time, Liability for such “banked” vacation days shall remain Retained Liabilities and Purchaser shall be entitled to indemnification pursuant to Section 10.02 with respect theretothis Agreement.