Common use of Business Employees Clause in Contracts

Business Employees. (a) As of the Closing Date, notwithstanding the terms of the Confidentiality Agreement, Buyer intends to make offers of employment to the Business Employees listed on Schedule 5.4(a) (including those absent due to vacation, holiday, illness, leave of absence or short-term disability, but excluding any Business Employee on long-term disability). Seller and any applicable Subsidiary shall cooperate and assist in facilitating Buyer’s or a Buyer Designee’s offers and will not take any action, or cause any of the Subsidiaries to take any action, which would impede, hinder, interfere or otherwise compete with Buyer’s or a Buyer Designee’s effort to hire any Business Employees. Promptly after the date hereof, Seller will provide to Buyer all information not provided in Schedule 5.4(a) required to be disclosed by applicable Law of the jurisdiction in which the Business Employee is located in connection with the sale of the Purchased Business. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the Business Employees to Buyer or a Buyer Designee, including with respect to notice, consultation and other procedural requirements. Business Employees who accept Buyer’s offer of employment, as of the effective date of their employment with Buyer, shall be referred to as “Transferred Employees.” Employment with Buyer or a Buyer Designee of Transferred Employees shall be effective as of the day following the close of business on the Closing Date, except that the employment of individuals receiving short-term disability benefits or on approved leave of absence on the Closing Date will become effective as of the date they present themselves for work with Buyer or a Buyer Designee or such other date as is prescribed by applicable Law.

Business Employees. (a) As Upon the Closing and effective as of the Closing Date, notwithstanding the terms Seller Parties agree to terminate the employment of all employees employed by or on behalf of any Seller Party and engaged in the Business (collectively, the “Business Employees”) at the Seller Parties’ expense. Effective as of the Confidentiality AgreementClosing Date, the Seller Parties agree to fully vest all Business Employees in their interests in each 401(k) plan maintained by any Seller Party. The Seller Parties acknowledge that Buyer intends (or Buyer’s Affiliate) may offer employment on an at-will basis effective as of the Closing Date, to make offers such of the Business Employees as Buyer deems advisable (the “Selected Business Employees”). Buyer’s (or such Buyer’s Affiliate’s) employment offered to the Business Employees listed on Schedule 5.4(a) (including those absent due pursuant to vacation, holiday, illness, leave of absence or short-term disability, but excluding any Business Employee on long-term disability). Seller and any applicable Subsidiary this Section 6.10 shall cooperate and assist in facilitating be subject to Buyer’s or a Buyer Designee’s offers standard polices and procedures applicable to new hires. The Seller Parties will not take any action, or cause any of the Subsidiaries to take any action, which would action that could impede, hinder, interfere interfere, or otherwise compete with Buyer’s (or a Buyer DesigneeBuyer’s effort Affiliated Company’s) efforts to hire any Business EmployeesEmployee, and the Seller Parties shall undertake such efforts as may be reasonably requested by Buyer to facilitate such efforts. Promptly after In no event shall Buyer (or such Buyer’s Affiliate) be considered a successor employer. To the date hereofextent permitted by applicable law, the Seller will provide Parties shall promptly furnish to Buyer all information not provided in Schedule 5.4(a) required relating to be disclosed by applicable Law of the jurisdiction in which the each Business Employee is located as Buyer may reasonably require in connection with the sale its (or such Buyer’s Affiliate’s) potential employment or employment of the Purchased Businesssuch persons, which information shall be true and correct in all respects. Without limiting the foregoing, each Party The Seller Parties shall comply with all applicable Laws in connection be solely responsible for compliance with the transfer of Workers Adjustment and Retraining Notification Act, 29 U.S. Stat. § 2101 et seq. (the Business Employees “WARN Act”) as it relates to any employment loss up to Closing. Buyer shall not assume or a Buyer Designee, including have any obligations or liabilities with respect to notice, consultation and other procedural requirements. Business Employees who accept Buyer’s offer of employment, as of the effective date of their employment with Buyer, shall be referred such employees or terminations made on or prior to as “Transferred Employees.” Employment with Buyer or a Buyer Designee of Transferred Employees shall be effective as of the day following the close of business on the Closing Date, except that the employment of individuals receiving short-term disability benefits or on approved leave of absence on the Closing Date will become effective as of the date they present themselves for work with Buyer or a Buyer Designee or such other date as is prescribed by applicable Law.

Business Employees. (a) As of Prior to the Closing Date, notwithstanding the terms of the Confidentiality Agreement, Buyer intends to will make offers of employment or provide welcome letters, contingent upon the Closing, to the Business Employees listed on Schedule 5.4(a) (including those absent due that Buyer, in its sole discretion, desires to vacationhire or retain. Prior to the Closing, holiday, illness, leave of absence or short-term disability, but excluding Buyer and its Subsidiaries will be permitted to approach any Business Employee on long-term disability)about the terms and conditions of such offer or letter, upon advance notification to Seller, however in the case of Automatic Transfer Employees, subject to prior completion of information and consultation obligations with the relevant employee representatives as required by applicable Laws of each relevant jurisdiction. Seller and any To the extent required under applicable Subsidiary shall cooperate and assist in facilitating Buyer’s Laws or a Buyer Designee’s offers and will not take any action, or cause any of the Subsidiaries to take any action, which would impede, hinder, interfere or otherwise compete with Buyer’s or a Buyer Designee’s effort to hire any Business Employees. Promptly after the date hereofContract, Seller will shall (i) give all notices, effect all consultations and provide to Buyer all such other information not provided in Schedule 5.4(a) required to be disclosed by applicable Law given to, and (ii) seek such approvals or consents from, any Employees, collective bargaining unit, works council or other representative body representing any group of the jurisdiction Employees in which the Business Employee is located in connection accordance with the sale of the Purchased Business. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer transactions contemplated by this Agreement. All offers of the employment and welcome letters to each Business Employees to Buyer or a Buyer Designee, including Employee shall comply with respect to notice, consultation and other procedural requirementsapplicable Law. Business Employees who accept Buyer’s offer of employment, as of the effective date of their employment with Buyer, shall be referred to as “Transferred Employees.” Employment with Buyer or a Buyer Designee of Transferred Employees shall be effective Effective as of the day following the close of business on after the Closing Date, except that Buyer or one of its Subsidiaries shall hire and employ each Business Employee who accepts the offer of employment of individuals receiving short-term disability benefits or on approved leave of absence on welcome letter extended to such Business Employee pursuant to this Section 4.6 (or in the Closing Date will become effective as case of the date they present themselves for work Automatic Transfer Employees, each Business Employee who is eligible to receive a notice of transfer under the Transfer Regulations or a new contract of employment from the Buyer or its Subsidiaries). Seller and its Affiliates shall not take any action that would reasonably be expected to cause any Business Employee to fail to, (i) accept employment with Buyer or a its Affiliates, or (ii) continue his or her employment with the Buyer Designee or such other date as is prescribed by applicable Lawits Affiliates.

Business Employees. (a) As of the Closing Date, notwithstanding the terms of the Confidentiality Agreement, Buyer intends to shall make offers of employment to to, or otherwise employ by operation of law, the Business Employees listed on Schedule 5.4(a3.10(a) (including those absent due to vacation, holiday, illness, leave of absence or short-term disability, but excluding any Business Employee on long-term disability). Seller and any applicable Subsidiary shall cooperate and assist in facilitating Buyer’s or a Buyer Designee’s offers and will not take any action, or cause any of the Subsidiaries to take any action, which would impede, hinder, interfere or otherwise compete with Buyer’s or a Buyer Designee’s effort to hire any Business Employees. Promptly after the date hereof, Seller will provide to Buyer all information not provided in Schedule 5.4(a3.10(a) required to be disclosed by applicable Law of the jurisdiction in which the Business Employee is located in connection with the sale of the Purchased Mobility Business. Without limiting the foregoing, each Party shall comply with all applicable Laws in connection with the transfer of the Business Employees to Buyer or a Buyer Designee, including with respect to notice, consultation and other procedural requirements. The parties will enter into an Assignment and Bxxx of Sale and Assumption Agreement for relevant jurisdictions outside the United States where necessary or appropriate for the transfer of such Business Employees and shall cooperate to complete all requisite consultation and related objection periods prior to the Closing Date. Business Employees who accept Buyer’s offer of employmentemployment or otherwise transfer to Buyer or a Buyer Designee by operation of Law, as of the effective date of their employment with Buyer, shall be referred to as “Transferred Employees.” Employment with Buyer or a Buyer Designee of Transferred Employees shall be effective as of the day following the close of business on the Closing Date, except that the employment of individuals receiving short-term disability benefits or on approved leave of absence on the Closing Date will become effective as of the date they present themselves for work with Buyer or a Buyer Designee or such other date as is prescribed by applicable Law.