Common use of Employee and Related Matters Clause in Contracts

Employee and Related Matters. (a) The transfer of employment of all Business Employees who are covered by the Directive shall be governed by the Directive. To the extent that the employment relationship of a Business Employee does not transfer by operation of applicable Legal Requirements, including the Directive as of the Closing Date, the Buyer will, or will cause a Buyer Designated Affiliate to, offer each of the Business Employees an employment position (or, in the case of the Companies, continued employment) that is suitable and appropriate for such employee's level of qualification and substantially equivalent to their current employment role and purpose. Each such Business Employee who accepts such offer of employment (or continued employment) and commences or continues such employment, and all Business Employees whose employment transfers automatically to the Buyer or a Buyer Designated Affiliate, is referred to in this Agreement as a "Transferred Employee". The Transferred Employees are intended to be transferred with the Business. For any Transferred Employee, the date such employment shall be transferred (the "Employment Transfer Date") shall be 12:01 a.m. on: the day immediately following the Closing Date. In the event that the Companies have any employees who are not Business Employees (i.e., employee seconded to an Affiliate), the Seller and the Companies shall take all commercially reasonable steps necessary for such employees to be transferred to the Seller or its Subsidiaries (other than the Companies) on or prior to the Closing Date, and on and after the Closing Date, the Seller and its Subsidiaries shall hold the Buyer and its Affiliates (including the Companies) harmless from all future Liabilities and responsibilities with respect to such employees.

Employee and Related Matters. (a) The United States based employees of the Sellers listed on Schedule 6.06(a)(i) (the “US Business Employees”) will remain employees of the Sellers after the Closing, and will not transfer to the Buyers on the Closing Date. Rather, it is the intent of employment of all the Parties that the US Business Employees will continue to provide services to the Business pursuant to the Transition Services Agreement. The Specified Employees who are covered by not US Business Employees will be transferred to the Directive shall be governed by the Directive. To the extent that the employment relationship of a Business Employee does not transfer by operation of applicable Legal Requirements, including the Directive Buyer as of the Closing Datein accordance with any applicable mandatory local rules and regulations concerning protection of employees in the context of a transfer of business (e.g., automatic transfer of employees to the Buyer willBuyers as of Closing, or will cause a Buyer Designated Affiliate to, offer each of etc.). The employees listed on Schedule 6.06(a)(i) comprise the Business Employees an to whom the Buyers or their respective Affiliates agree to offer employment position (or, in upon the case termination of the Companies, continued employment) that is suitable and appropriate applicable service for such employee's level of qualification and substantially equivalent to their current employment role and purpose. Each each such Business Employee who accepts such offer of employment set forth in the Transition Services Agreement (or continued employment) and commences or continues such employment, and all Business Employees whose employment transfers automatically to the Buyer or a Buyer Designated Affiliate, is referred to in this Agreement as a "Transferred Employee". The Transferred Employees are intended to be transferred with the Business. For any Transferred Employeecollectively, the “Specified Employees,” and such date such employment shall be transferred (the "Employment Transfer Date") shall be 12:01 a.m. on: the day immediately following the Closing Date. In the event that the Companies have any employees who are not Business Employees (i.e., employee seconded to an Affiliate)of termination of applicable service, the Seller “Transition Date”)). Where required by a specific jurisdiction, the Sellers and the Companies Buyers shall take all commercially reasonable steps necessary for such employees to carry out before Closing or the Transition Date (as applicable) the mandatory labor consultation procedure, advising each Specified Employee that his or her employment with a Seller or its respective Subsidiaries will cease effective as of the Transition Date or, where required by a specific jurisdiction, will be transferred to the Seller applicable Buyer as of the Closing. Each Specified Employee who (i) accepts the applicable Buyer or their respective Affiliates’ offer of employment and actually commences employment with a Buyer or its Subsidiaries respective Affiliates, or (other than the Companiesii) on or prior who transfers to the Closing Dateapplicable Buyer where required by applicable mandatory local rules and regulations, and on and after the Closing Date, the Seller and its Subsidiaries shall hold the Buyer and its Affiliates (including the Companies) harmless from all future Liabilities and responsibilities with respect be referred to such employeesas a “Transferred Employee.”

Employee and Related Matters. Prior to the Closing, Buyer or an Affiliate of Buyer shall offer at will employment with Buyer or an Affiliate of Buyer to each individual listed on Schedule 5.2 (aeach, an “Offered Employee”), subject to Buyer’s or the Affiliate’s normal hiring procedures and background checks. Such “at will” employment arrangements (each, an “Offer Letter”) The transfer of employment of all Business Employees who are covered by the Directive shall will be governed by the Directive. To the extent that the employment relationship of a Business Employee does not transfer by operation of applicable Legal Requirements, including the Directive as of contingent on the Closing Date, the Buyer will, and shall supersede any prior employment agreements and other arrangements in effect with respect to such employee and Seller or will cause a Buyer Designated an Affiliate to, offer each of the Business Employees an employment position (or, in the case of the Companies, continued employment) that is suitable and appropriate for such employee's level of qualification and substantially equivalent to their current employment role and purpose. Each such Business Employee who accepts such offer of employment (Seller or continued employment) and commences or continues such employment, and all Business Employees whose employment transfers automatically to the with Buyer or a an Affiliate of Buyer Designated Affiliate, is referred to in this Agreement as a "Transferred Employee". The Transferred Employees are intended to be transferred with the Business. For any Transferred Employee, the date such employment shall be transferred (the "Employment Transfer Date") shall be 12:01 a.m. on: the day immediately following the Closing Date. In the event that the Companies have any employees who are not Business Employees (i.e., employee seconded to an Affiliate), the Seller and the Companies shall take all commercially reasonable steps necessary for such employees to be transferred to the Seller or its Subsidiaries (other than the Companies) on or prior to the Closing DateDate (other than any proprietary rights, confidentiality, noncompetition and assignment of inventions agreements). Each Offer Letter shall provide for an initial base salary and cash incentive compensation opportunities (excluding, for the avoidance of doubt, equity incentives) as were provided to such employee pursuant to any written Seller Employee Plan immediately prior to the Closing Date and health and welfare benefits that are no less favorable than those provided to similarly-situated employees of the Buyer. Each of the Offered Employees who executes and delivers his or her acceptance of an Offer Letter within the deadline set forth in the Offer Letter and becomes an employee of Buyer or an Affiliate of Buyer, in addition to each of the Key Employees, shall be referred to herein as a “Continuing Employee.” Seller hereby consents to the hiring and engagement by Buyer or its Affiliates of the Continuing Employees and any former Seller employees, and on agrees not to assert against Buyer, any Continuing Employee or any former Seller employee any noncompetition, nonsolicitation, nondisclosure, or other restrictive covenant restrictions in connection with the hiring and after the Closing Date, the Seller and its Subsidiaries shall hold the engagement by Buyer and or its Affiliates (including of the Companies) harmless from all future Liabilities Continuing Employees and responsibilities former Seller employees and operation of the Purchased Assets; provided, however, Seller does not waive any right to assert confidentiality obligations against Continuing Employees or former Seller employees with respect to such employeesany Excluded Assets.

Employee and Related Matters. (a) The transfer of employment of all Business Employees who are covered by the Directive shall be governed by the Directive. To the extent that the employment relationship of a Business Employee does not transfer by operation of applicable Legal Requirements, including the Directive as of the Closing Date, the Buyer will, or will cause a Buyer Designated Affiliate to, offer each of the Business Employees an employment position (or, in the case of the Companies, continued employment) that is suitable and appropriate for such employee's level of qualification and substantially equivalent to their current employment role and purpose. Each such Business Employee who accepts such offer of employment (or continued employment) and commences or continues such employment, and all Business Employees whose employment transfers automatically to the Buyer or a Buyer Designated Affiliate, is referred to in this Agreement as a "Transferred Employee". The Transferred Employees are intended to be transferred with the Business. For any Transferred Employee, the date such employment shall be transferred (the "Employment Transfer Date") shall be 12:01 a.m. on: the day immediately following the Closing Date. In the event that the Companies have any employees who are not Business Employees (i.e., employee seconded to an Affiliate), the Seller and the Companies shall take all commercially reasonable steps necessary for such employees to be transferred to the Seller or its Subsidiaries (other than the Companies) on or prior Prior to the Closing Date, Buyer shall (or shall cause one its Affiliates) to offer employment commencing as of the date specified in the Buyer Employment Documents to each Business Employee (the offering entity, the “Employer”). Such offers of employment by Buyer or one of its Affiliates shall be (i) for at will employment, (ii) contingent on the occurrence of the Closing, and (iii) contingent on the employee’s satisfaction of the Employer’s hiring procedures and policies; provided that, such hiring procedures and policies shall be limited to (1) customary background checks and (2) the employee’s timely execution of the Buyer Employment Documents and delivery thereof to the Employer within the time period specified therein. Parent and Buyer shall reasonably cooperate to provide an orderly administrative transition to the Employer of each Transferred Employee (as defined below) including the provision by Parent to the Buyer of records, documents, and tax information reasonably requested by the Buyer with respect to the Transferred Employees to the extent not prohibited under applicable Law. Parent shall use commercially reasonable efforts to cause each Business Employee to accept the offers of employment from the applicable Employer. The Business Employees who accept continued employment with the Employer and satisfy the Employer’s hiring procedures and policies described above in this Section 6.3(a) shall be referred to herein as “Transferred Employees.” Parent consents to the hiring of the Transferred Employees by the Employer and waives, with respect to the employment of the Transferred Employees by the Employer, any claims or rights Parent has under any confidentiality, exclusivity, nonsolicitation, noncompetition or similar restrictive covenants with any of the Transferred Employees; provided that such waiver shall not otherwise affect any Transferred Employee’s obligations to comply with such restrictive covenants. The employees of Parent who are not offered employment with the Employer, who do not accept employment with the Employer, or who do not satisfy the hiring procedures and policies as described above in this Section 6.3(a) shall be referred to herein as “Non-Transferred Employees.” Neither Buyer nor any of its Affiliates shall have any Liability with respect to (i) any Non-Transferred Employee regardless of when such Liability arises or occurred (whether on, prior to or after the Closing Date); or (ii) any Transferred Employee, to the Seller extent such Liability arose prior to the commencement of employment of such Transferred Employee with the Employer. Notwithstanding anything in this Agreement to the contrary, no Business Employee, Transferred Employee, and its Subsidiaries no other employee or contractor of the Parent or the Company shall hold the Buyer and its Affiliates (including the Companies) harmless from all future Liabilities and responsibilities with respect be deemed to such employeesbe a third-party beneficiary of this Agreement.