Common use of Affected Employees Clause in Contracts

Affected Employees. The Purchaser shall offer employment to all employees of the Company listed on SCHEDULE A hereto effective as of the Effective Date (including those employees who are on vacation, temporary lay-off, leave of absence, sick leave or short- or long-term disability). Such personnel who accept such employment (the "AFFECTED EMPLOYEES") will be employed on substantially equivalent terms (including, without limitation, salaries and wages) under which such personnel were employed by the Company immediately prior to the Closing Date, but nothing contained in this Section 4.4.1 shall be deemed to create an employment contract between the Purchaser and/or any of its subsidiaries and any such Affected Employee. From and after the Closing Date the Affected Employees will be eligible to participate in the health, welfare and other employee plans and benefits as provided by the Purchaser and its subsidiaries to its employees, which plans and benefits may be different than that provided by the Company. With respect to any welfare benefits plans (within the meaning of Section 3(1) of ERISA) maintained by the Purchaser or one of its subsidiaries in which an Affected Employee may participate on or after the Closing Date, the Purchaser shall (i) cause to be waived any pre-existing condition limitations, (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, such employees with respect to similar types of plans maintained by the Business prior to the Closing Date and (iii) permit those Affected Employees who are eligible as of the Closing Date to participate in the Company's applicable welfare plans to participate immediately in any applicable welfare plan of the Purchaser (or one of its subsidiaries). Employees of the Company that become employees of the Purchaser or one of its subsidiaries shall be subject to all rules, regulations, requirements and policies applicable to all new hires of the Purchaser (subject to the provisions of Section 4.4.2 below), and any such employees who may be subsequently terminated will be entitled to severance benefits in accordance with the policy of the Purchaser as then applicable.

Affected Employees. The Purchaser shall offer employment to all the employees of the Company listed set forth on SCHEDULE A hereto Schedule 7.1.1 effective as of the Effective Date (including those employees who are on vacation, temporary lay-off, leave of absence, sick leave or short- or long-term disability)Closing Date. Such personnel who accept such employment (the "AFFECTED EMPLOYEES"“Affected Employees”) will be employed on substantially equivalent terms (includingby the Purchaser with the same per annum salaries, without limitation, salaries and wages) or hourly rates of pay under which such personnel Affected Employees were employed by the Company immediately prior to the Closing Date, but nothing herein contained in this Section 4.4.1 shall be deemed to create an employment contract between the Purchaser and/or any of its subsidiaries Affiliates and any such Affected Employee. From and after If any employee of the Closing Date Company shall be deemed to have been terminated solely by reason of the Affected Employees will consummation of this Agreement, all liability for severance benefits or damages, if any, shall be eligible to participate in the health, welfare and other employee plans and benefits as provided by the Purchaser and its subsidiaries to its employees, which plans and benefits may be different than that provided borne by the Company. With respect to any welfare benefits plans (within the meaning of Section 3(1) of ERISA) maintained by the Purchaser or one of its subsidiaries in which an Affected Employee may participate on or after the Closing Date, the Purchaser shall (i) cause to be waived any pre-existing condition limitations, (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, such employees with respect to similar types of plans maintained by the Business prior to the Closing Date and (iii) permit those Affected Employees who are eligible as of the Closing Date to participate in the Company's applicable welfare plans to participate immediately in any applicable welfare plan of the Purchaser (or one of its subsidiaries). Employees of the Company that become employees of the Purchaser or one of its subsidiaries shall be subject to all rules, regulations, requirements and policies applicable to all new hires of the Purchaser (subject to the provisions of except as otherwise provided in this Section 4.4.2 below7.1.1), and any such employees who may be subsequently terminated will be entitled to severance benefits in accordance with the policy of the Purchaser as then applicable, except to the extent that written agreements with such employees that are assumed by the Purchaser or subsequently entered into, provide otherwise. Notwithstanding anything to the contrary contained in this Agreement, Affected Employees shall be employees at will (unless a written employment agreement to the contrary has been entered into with such Affected Employee or expressly assumed by the Purchaser) and nothing express or implied in this Agreement will obligate the Purchaser to provide continued employment to any such Affected Employee for any specific period of time following the Closing Date. The Purchaser will be the sole judge of the number, identity and qualifications of employees necessary for the conduct of its business operations and reserves the right to take any personnel action it deems necessary or desirable with respect to Affected Employees. For notices, benefits and payments related to events occurring on or prior to the Closing Date, the Company and its ERISA Affiliates shall be responsible for any notices required to be given to employees of the Company pursuant to the Worker Adjustment and Retraining Notification Act, Health Insurance Portability and Accountability Act, Section 4980B of the Code and/or Section 402(f) of the Code, and for any payments or benefits required pursuant to such laws or on account of violation of any requirement of such laws.

Affected Employees. The (a) On the Closing Date, the Purchaser shall offer employment to (i) all of the employees of the Company Seller who have any material responsibility for the conduct of the Commercial Services Business (other than the ERT Business) located at Corporate Headquarters who are listed on SCHEDULE A hereto effective as Section 9.3.1(a)(i) of the Effective Date Seller Disclosure Letter (including those the “Designated Administrative Employees”) and (ii) all of the employees of the Seller who perform sales functions for the Commercial Services Business (other than the ERT Business), who are listed on vacation, temporary laySection 9.3.1(a)(ii) of the Seller Disclosure Letter (the “Non-off, leave of absence, sick leave or short- or long-term disability)ERT Sales Employees”) . Such personnel Non-ERT Sales Employees and Designated Administrative Employees who accept such offers of employment (collectively, the "AFFECTED EMPLOYEES"“Affected Employees”) will be be, for at least twelve (12) months following the Closing Date, employed on by the Purchaser with substantially equivalent terms (including, without limitation, the same per annum base salaries and wages) or base hourly rates of pay under which such personnel Affected Employees were employed by the Company Seller immediately prior to the Closing Date. Notwithstanding the foregoing, but nothing contained in this Section 4.4.1 herein shall be deemed to create an employment contract between the Purchaser and/or any of its subsidiaries Affiliates and any such Affected Employee or otherwise restrict the Purchaser’s and/or any of their Affiliates’ ability to alter the terms and conditions of employment as it relates to any such Affected Employee. From and after the Closing Date the The Affected Employees will be eligible to participate in the health, welfare and other employee plans and benefits as provided by the Purchaser and its subsidiaries to its employees, which plans and benefits may be different than that provided by the Company. With respect to any welfare benefits plans (within the meaning of Section 3(1) of ERISA) maintained by the Purchaser or one of its subsidiaries in which an Affected Employee may participate on or after the Closing Date, the Purchaser shall (i) cause to be waived any pre-existing condition limitations, (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, such employees with respect to similar types of plans maintained by the Business prior to the Closing Date and (iii) permit those Affected Employees who are eligible as of the Closing Date to participate in the Company's applicable welfare plans to participate immediately in any applicable welfare plan of the Purchaser (or one of its subsidiaries). Employees of the Company that become employees of the Purchaser or one of its subsidiaries shall be subject to all rules, regulations, requirements and policies applicable to all new hires of the Purchaser (subject to the provisions of except as otherwise provided in this Section 4.4.2 below9.3.1), and any such employees Affected Employee who may be subsequently terminated will be entitled to severance benefits in accordance with the Purchaser’s policy of the Purchaser as then applicable, except to the extent that written agreements with such Affected Employees that are assumed by the Purchaser or subsequently entered into provide otherwise. Notwithstanding anything to the contrary contained in this Agreement, the Affected Employees shall be employees at will (unless a written employment agreement to the contrary has been entered into with such Affected Employee or expressly assumed by the Purchaser) and nothing express or implied in this Agreement will obligate the Purchaser or any Affiliate to provide continued employment to any such Affected Employee for any specific period of time following the Closing Date. As set forth in Section 1.2 hereof, neither the Purchaser nor any Affiliate is assuming any Seller Equity Plan or any other Plans of the Seller. The Purchaser shall have the right to adopt such benefit plans and provide such employee benefits as are determined from time to time by the Purchaser. For notices and payments related to events occurring on or prior to the Closing Date, the Seller and its ERISA Affiliates shall be responsible for any notices required to be given to employees of the Seller pursuant to the Workers Adjustment and Retraining Notification Act, Health Insurance Portability and Accountability Act, Section 4980B of the Code and/or Section 402(f) of the Code, and for any payments or benefits required pursuant to such laws or on account of violations of any requirements of such laws. Nothing contained in this Agreement shall entitle an Affected Employee to participate or become enrolled in any employee benefit plan maintained or sponsored by the Purchaser or any other Publicis Groupe Company. For the avoidance of doubt, the Purchaser shall have no liability with respect to any Retained Employee. The Seller shall retain all liability for all Retained Employees, including but not limited to any liability relating to employment, labor, wages and hours, withholding, social security, termination, notice upon termination, worker classification, discrimination, retaliation, immigration, payroll, bonus payments, commission payments, vacation, sick leave, workers’ compensation, unemployment benefits, severance benefits, stock option, equity-based or profit-sharing plans, COBRA, health care plans, post-retirement benefits or any liability under any applicable law or other employee plan, program or arrangement maintained or contributed to by Seller or such Retained Employee, whether such liability is incurred prior to, on, or after the Closing Date.

Affected Employees. The Purchaser shall offer employment to all employees the Business Employees of the Company listed on SCHEDULE A hereto effective as of the Effective Date (including those employees who are on vacation, temporary lay-off, leave of absence, sick leave or short- or long-term disability)Closing Date. Such personnel The Business Employees who accept such employment (the "AFFECTED EMPLOYEES") will be employed on substantially equivalent terms (including, without limitation, by the Purchaser with the same salaries and wages) wages under which such personnel Affected Employees were employed by one of the Company Companies immediately prior to the Closing Date, but nothing herein contained in this Section 4.4.1 shall be deemed to create an employment contract between the Purchaser and/or any of its subsidiaries affiliates and any such Affected Employee. From and after the Closing Date the Affected Employees will be eligible to participate in the healthIn addition, welfare and other employee plans and benefits as provided by the Purchaser and its subsidiaries to its employees, which plans and benefits may be different than that provided by the Company. With respect to any welfare benefits plans (within the meaning of Section 3(1) of ERISA) maintained by the Purchaser or one of its subsidiaries in which an Affected Employee may participate on or after effective the Closing Date, the Purchaser shall adopt the Companies' health and medical plan applicable to the Business (ithe "ASSUMED MEDICAL PLAN") cause and accordingly, from and after the Closing Date until otherwise determined by the senior management of the Purchaser and DAS, the Purchaser shall provide the Affected Employees with the health and welfare benefits provided under the Assumed Medical Plan. Notwithstanding anything contained in the Agreement to be waived the contrary, the Purchaser assumes no liability or responsibility for health and medical coverage (through COBRA or otherwise) of any Business Employee who is not an Affected Employee; such liability and responsibility being solely that of the Companies. However, the Purchaser will administer any claims made by such Business Employees. In its adoption of the Medical Plan, Purchaser shall provide for the waiver under its welfare benefit plans covering Affected Employees on and after the Closing Date of any conditions to coverage with respect to pre-existing condition limitationsmedical conditions. However, (ii) give effect, in determining any deductible other benefit plans and maximum out-of-pocket limitations, programs to claims incurred and amounts paid by, and amounts reimbursed to, such employees with respect to similar types of plans maintained be instituted by the Business prior Purchaser, may differ from those currently provided by the Companies to the Affected Employees. Notwithstanding the foregoing, except for Lindx Xxxxxx xxx Kathxxxxx Xxxxxx xxx shall become employees of the Purchaser on the Closing Date and (iii) permit those Affected Employees Date, an offer of employment by the Purchaser to any individual who are eligible was a Business Employee as of the Closing Date to participate in the Company's applicable welfare plans to participate immediately in any applicable welfare plan and who is receiving sick-leave or short-term disability benefits under a Company sick-leave or short-term disability program or who is on an approved leave of absence as of the Purchaser Closing, and who is entitled to reinstatement under applicable Federal or state law (or one of its subsidiariesa "BUSINESS EMPLOYEE ON LEAVE"). Employees of the Company that become employees of the Purchaser or one of its subsidiaries , shall be subject to all rules, regulations, requirements and policies the following conditions (except to the extent that such conditions are not applicable to all new hires of the reason for such person's absence): (i) that such individual is released by his or her physician to return to active employment; (ii) that such individual actually returns to active employment immediately upon such release; and (iii) such release is prior to such individual's becoming eligible for long-term disability benefits under a Company long-term disability program; provided, however, that the Purchaser (shall have no obligation to offer any such individual employment after six months following the Closing. A Business Employee on Leave shall, subject to the provisions foregoing and as otherwise provided in respect of Section 4.4.2 below)Lindx Xxxxxx xxx Kathxxxxx Xxxxxx, and xxcome an employee of Purchaser on the date he or she begins active employment with Purchaser. The participation of each Affected Employee in any such employees who may be subsequently terminated will be entitled to severance benefits in accordance with the policy of the Purchaser as then applicable.Company employee

Affected Employees. The Purchaser shall offer employment to all employees of the Company listed on SCHEDULE A hereto effective as of the Effective Date (including those employees who are on vacation, temporary lay-off, leave of absence, sick leave or short- or long-term disability)Closing Date. Such personnel who accept such employment (the "AFFECTED EMPLOYEESAffected Employees") will be employed on substantially equivalent terms (including, without limitation, by the Purchaser with the same salaries and wages) wages under which such personnel Affected Employees were employed by the Company immediately prior to the Closing DateDate (other than as may be provided in the Employment Agreements referred to in Section 4.1 above). In addition, but nothing contained in this Section 4.4.1 shall be deemed to create an employment contract between the Purchaser and/or any of its subsidiaries and any such Affected Employee. From from and after the Closing Date Date, the Purchaser shall use its best efforts to provide Affected Employees will be eligible to participate in with the health, substantially similar health and welfare benefits and other employee plans and benefits 401(k) plan as provided by the Purchaser and its subsidiaries HMG to its employees, which plans and benefits may be different than that provided by the Companyemployees generally. With respect to any welfare benefits plans (within the meaning of Section 3(1) of ERISA) , maintained by the Purchaser or one another subsidiary of its subsidiaries HMG in which an Affected Employee may participate on or after the Closing Date, the Purchaser shall use its best efforts to (i) cause to be waived any pre-existing condition limitations, (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, such employees with respect to similar types of plans maintained by the Business prior to the Closing Date and (iii) permit those Affected Employees who are eligible as of the Closing Date to participate in the Company's applicable welfare plans to participate immediately in any applicable welfare plan of the Purchaser Purchaser; (or one of its subsidiaries)ii) to waive any pre-existing condition limitations and (iii) to give effect in determining deductible and maximum out-of-pocket limitations to claims incurred and amounts paid by and amounts reimbursed to, such employees with respect to similar plans maintained by the Company prior to the Closing Date. Employees of the Company that become employees of the Purchaser or one of its subsidiaries shall be subject to all rules, regulations, requirements and policies applicable to all new hires of the Purchaser (subject to Purchaser, which shall be the provisions same as currently provided for employees of Section 4.4.2 below)HMG, and any such employees who may be subsequently terminated will be entitled to severance benefits in accordance with the policy of the Purchaser as then applicable, which shall be the same as currently provided for employees of HMG. In addition, the Purchaser shall recognize the service credited to the Affected Employee as of the Closing Date to the extent recognized by the Company in determining seniority and vacation eligibility.

Affected Employees. The Purchaser Effective on the Closing Date, Buyer shall offer employment employment, as a "successor employer" (as such term is used or defined in the Employee Benefit Plans/Agreements), to all Facility Employees who are active employees of the Company listed on SCHEDULE A hereto effective as of the Effective Date (including those employees who are on vacation, temporary lay-off, leave of absence, sick leave or short- or long-term disability). Such personnel who accept such employment (the "AFFECTED EMPLOYEES") will be employed on substantially equivalent terms (including, without limitation, salaries and wages) under which such personnel were employed by the Company Business immediately prior to the Closing Date, but nothing contained in this Section 4.4.1 Effective Time. The Facility Employees who accept Buyer's employment offer are hereinafter referred to as "Affected Employees." Buyer shall be deemed to create an employment contract between the Purchaser and/or any of its subsidiaries and any such Affected Employee. From and after the Closing Date provide the Affected Employees with coverage under a "group health plan" (as defined in Section 4980B(g)(2) of the Code) sufficient to prevent any "qualified beneficiary" (as defined in Section 4980B(g)(1) of the Code) under any medical plan applicable to the Affected Employees from incurring a loss of coverage by reason of the sale of the Business. Buyer agrees to cause the benefit plans applicable to the Affected Employees to recognize all previous service with Company or its Affiliates for the purpose of determining eligibility and vesting (provided that service with Company or its Affiliates will not be eligible counted for purposes of benefit accrual under any pension plan of Buyer). Buyer agrees to participate in the health, welfare cause its group health plan to recognize all deductibles and other employee plans and benefits as provided coinsurance payments accrued by the Purchaser and its subsidiaries to its employees, which plans and benefits may be different than that provided by the Company. With respect to any welfare benefits plans (within the meaning of Section 3(1) of ERISA) maintained by the Purchaser or one of its subsidiaries in which an Affected Employee may participate on or after the Closing Date, the Purchaser shall (i) cause to be waived any pre-existing condition limitations, (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, such employees with respect to similar types of plans maintained by the Business Employees prior to the Closing Date and, except to the extent any Affected Employee is subject to any preexisting condition limitation under any Company Employee Plan/Agreement, to waive any preexisting condition limitations for the Affected Employees. Buyer agrees that for the remainder of the calendar year in which the Closing occurs and (iii) permit those for the succeeding year in the event the Closing takes place on December 31, the vacation and holiday plan offered to Affected Employees who are eligible as shall be equal to and in place of what Company would have provided the Affected Employees had they remained employees of Company. Effective upon the Closing, Buyer shall provide to Affected Employees the benefits described in Exhibit 6.1.(a) for a period of at least twelve (12) months following the Closing Date Date. Buyer shall not be under an obligation to participate in provide the Company's applicable welfare plans to participate immediately in any applicable welfare Affected Employees with coverage under an employee stock ownership plan of the Purchaser (or one of its subsidiaries). Employees of the Company that become employees of the Purchaser or one of its subsidiaries shall be subject to all rules, regulations, requirements and policies applicable to all new hires of the Purchaser (subject to the provisions of Section 4.4.2 below), and any unless Buyer currently maintains such employees who may be subsequently terminated will be entitled to severance benefits in accordance with the policy of the Purchaser as then applicablea plan.

Affected Employees. The Purchaser For purposes of this Agreement, the term “Affected Employees” shall offer employment refer to all employees of persons actively employed by the Company listed on SCHEDULE A hereto effective Subsidiaries as of the Effective Closing Date (including those and employees who are not actively at work due to being on vacation, temporary layshort-off, term disability as of the Closing Date (the “STD Employees”) or other approved leave of absence, sick leave or short- or each of whom shall continue to be employed by the applicable Subsidiary immediately following the Closing. Listed in Schedule 5.2 are the names, base salary and job title of each individual who would be an Affected Employee if the Closing Date was the date hereof, which list shall be updated by Sellers periodically prior to the Closing. Affected Employees shall not include persons who are not actively employed due to being on approved long-term disabilitydisability leave as of the Closing Date (the “LTD Former Employees”). Such personnel who accept such employment Prior to the Closing, Sellers shall assume and be solely responsible for all liabilities with respect to the LTD Former Employees (whether arising or attributable to the "AFFECTED EMPLOYEES"period prior to, on or after the Closing) will be employed on substantially equivalent terms (and including, without limitation, salaries and wages) any liabilities under which any Employee Plan or related to such personnel were employed by transfer of employment. Buyer shall not be responsible for the Company immediately prior employment of any LTD Former Employee. Except to the Closing Date, but nothing contained extent otherwise specifically set forth in this Section 4.4.1 Agreement, Sellers shall be deemed to create an employment contract between assume at the Purchaser and/or any of its subsidiaries and any such Affected Employee. From and after the Closing Date the Affected Employees will be eligible to participate in the health, welfare and other employee plans and benefits as provided by the Purchaser and its subsidiaries to its employees, which plans and benefits may be different than that provided by the Company. With respect to any welfare benefits plans (within the meaning of Section 3(1) of ERISA) maintained by the Purchaser or one of its subsidiaries in which an Affected Employee may participate on or after the Closing Date, the Purchaser shall (i) cause to be waived any pre-existing condition limitations, (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid byClosing, and amounts reimbursed tobe solely responsible for, such employees all liabilities with respect to similar types of plans maintained by Affected Employees arising or attributable to the Business period prior to or on the Closing. Nothing in this Agreement shall require Buyer to retain any Affected Employees for any period of time on or following the Closing Date and (iii) permit those Affected Employees who are eligible as of the Closing Date to participate in the Company's applicable welfare plans to participate immediately in any applicable welfare plan of the Purchaser (or one of its subsidiaries). Employees of the Company that become employees of the Purchaser or one of its subsidiaries shall be and, subject to all rulesrequirements of applicable Laws, regulationsBuyer reserves the right, requirements at any time following the Closing, to terminate such employment and policies applicable to all new hires amend, modify or terminate any term and condition of employment including, without limitation, any employee benefit plan, program, policy, practice or arrangement or the Purchaser (subject to the provisions compensation or working conditions of Section 4.4.2 below), and any such employees who may be subsequently terminated will be entitled to severance benefits in accordance with the policy of the Purchaser as then applicableAffected Employees.

Affected Employees. The Purchaser shall offer employment to all of the employees of the Company listed on SCHEDULE A hereto effective as of the Effective Date (including those employees who are on vacation, temporary lay-off, leave of absence, sick leave or short- or long-term disability)Closing Date. Such personnel who accept such employment (the "AFFECTED EMPLOYEESAffected Employees") will be employed on substantially equivalent terms (including, without limitation, by the Purchaser with the same salaries and wages) wages under which such personnel Affected Employees were employed by the Company immediately prior to the Closing DateDate (other than as may be provided in the Employment Agreements referred to in Section 8.8 above), but nothing herein contained in this Section 4.4.1 shall be deemed to create an employment contract between the Purchaser and/or any of its subsidiaries affiliates and any such Affected Employee. From and after the Closing Date the Affected Employees will be eligible to participate in the health, welfare and other employee plans and benefits as provided by the Purchaser and its subsidiaries to its employees, which plans and benefits may be different than that provided by the Company. With respect to any welfare benefits plans (within the meaning of Section 3(1) of ERISA) maintained by the Purchaser or one of its subsidiaries Paradise in which an Affected Employee may participate on or after the Closing Date, the Purchaser or Paradise shall use its reasonable commercial efforts (i) cause to be waived waive any pre-existing condition limitations, (ii) to give effect, effect in determining any deductible and maximum out-of-pocket limitations, limitations to claims incurred and amounts paid by, by and amounts reimbursed to, such employees with respect to similar types of plans maintained by the Business Company prior to the Closing Date and (iii) to permit those Affected Employees who are eligible as of the Closing Date to participate in the Company's applicable welfare plans to participate immediately in any applicable welfare plan of the Purchaser (or one Paradise. In the event any employee of its subsidiaries)the Company shall be deemed to have been terminated solely by reason of the consummation of this Agreement, all liability for severance benefits or damages shall be borne by the Company. Employees of the Company that become employees of the Purchaser or one of its subsidiaries shall be subject to all rules, regulations, requirements and policies applicable to all new hires of the Purchaser (subject to the provisions of except as otherwise provided in this Section 4.4.2 below10.3), and any such employees who may be subsequently terminated will be entitled to severance benefits in accordance with the policy of the Purchaser as then applicable, except to the extent that written agreements with such employees that are assumed by the Purchaser or subsequently entered into, provide otherwise.