Buyers to Offer Employment; Continuation of Employment. (a) The Buyers acknowledge and agree that the employment of each Mexx Canada Employee that is employed in a country or province that is an Automatic Transfer Jurisdiction (an “Automatic Transfer Employee”), including such Automatic Transfer Employees who are not actively at work, shall automatically be continued by the applicable Buyer on and after the Closing Date by reason of the Transfer Regulations. Prior to the Closing Date, the Buyers shall make written offers of employment to each Mexx Canada Employee who is not an Automatic Transfer Employee, including such Mexx Canada Employees who are not actively at work, on terms and conditions substantially similar in the aggregate to those existing immediately prior to Closing, which offer shall be subject to and effective as of the Closing. Each such offer of employment shall be provided to each applicable Mexx Canada Employee individually. The Mexx Canada Employees who accept such offers of employment as of the Closing Date from the Buyers, together with the Automatic Transfer Employees whose employment is automatically continued on and after the Closing Date as described above, are collectively referred to as “Transferred Employees”, and their employment by the Buyers shall commence on the Closing Date and shall be deemed, for all purposes consistent with applicable Law, to have occurred with no interruption or break in service and no termination of employment. Prior to the Closing, the Parties shall cooperate to develop appropriate communications to the Mexx Canada Employees regarding the Transaction, and the Sellers will not take any action that would impede, hinder, interfere or otherwise compete with the Buyers’ efforts to hire or continue any Transferred Employees.
