Common use of Employment of Business Employees Clause in Contracts

Employment of Business Employees. (a) Prior to the Closing Date, the Purchaser shall make an offer of employment or, as the case may be with the Transferred Subs and their respective subsidiaries, continued employment, effective as of the Closing Date to each employee of the Seller and the Business Subs who is employed in the Business other than inactive employees (which shall not include persons on maternity or family leave) and those other employees listed on Schedule 5.7(a)(i) (the "Excluded Employees") on terms and conditions that, with respect to salary shall be the same as currently offered by the Seller and the Business Subs as of the Closing Date and with respect to bonus and benefits are comparable to those offered to employees of Purchaser at similar levels. Each employee offered employment as set forth above who accepts such employment shall be deemed to be a "Transferred Employee." The Purchaser agrees to assume and thereafter pay, perform or otherwise discharge any liability or obligation for any severance and related termination costs (including but not limited to, accrued but unpaid vacation benefits) of any Transferred Employee pursuant to the severance policy of Purchaser set forth on Schedule 5.7(a)(ii). The Purchaser shall be responsible for any (i) accrued but unpaid vacation days or (ii) earned but unpaid incentive or bonus compensation that any Transferred Employee is entitled to in connection with his or her service with the Seller or Selling Sub prior to the Closing. The Seller shall be responsible for any severance, unpaid vacation days and earned but unpaid wages, incentive or bonus compensation or other benefits for the Excluded Employees. The Purchaser shall be responsible for any severance of any employee who accepts the Purchaser's offer of employment only to the extent set forth on Schedule 5.7(a)(ii).

Employment of Business Employees. (a) Prior The Parties intend that the Business Employees will become employees of the Purchaser or its Affiliates as part of the transactions contemplated by this Agreement. Accordingly, if the employment of any Business Employee does not automatically transfer to the Closing DatePurchaser or one of its Affiliates in accordance with Applicable Law, the Purchaser shall make offer, or cause one of its Affiliates to offer, employment to each such Business Employee in a substantially comparable position with the Purchaser’s Group on terms and conditions that comply with this Section 6.08. Such offer of employment shall be made no later than thirty (30) days before the Closing Date (or such longer period of time before the Closing Date as shall be required in order to comply with any applicable Contract or Applicable Law) and shall be stated to be conditional on Closing and to take effect on the Closing Date immediately following the Closing. The Parties acknowledge and agree that (i) any Deferred Employee shall be treated for all purposes under this Agreement as if such Deferred Employee were a Business Employee, to the extent applicable; (ii) the Purchaser’s obligations under this Section 6.08 shall apply in respect of each Deferred Employee in the same way as they do to each Business Employee; and (iii) if any Deferred Employee accepts an offer of employment or, as made by the case may be with the Transferred Subs and their respective subsidiaries, continued employment, effective as of the Closing Date to each employee of the Seller and the Business Subs who is employed in the Business other than inactive employees (which shall not include persons on maternity or family leavePurchaser under this Section 6.08(a) and those other employees listed reports to work with Purchaser or any of its Affiliates on Schedule 5.7(a)(i) (the "Excluded Employees") on terms and conditions thatstart date set forth in such Deferred Employee’s offer letter, with respect to salary such Deferred Employee shall be the same treated for all purposes under this Agreement as currently offered by the Seller and the Business Subs as of the Closing Date and with respect to bonus and benefits are comparable to those offered to employees of Purchaser at similar levels. Each employee offered employment as set forth above who accepts such employment shall be deemed to be a "Transferred Employee." The Purchaser agrees to assume and thereafter pay, perform or otherwise discharge any liability or obligation for any severance and related termination costs (including but not limited to, accrued but unpaid vacation benefits) of any Transferred Employee pursuant commencing on the day such Deferred Employee reports to the severance policy of Purchaser set forth on Schedule 5.7(a)(ii). The Purchaser shall be responsible for any (i) accrued but unpaid vacation days or (ii) earned but unpaid incentive or bonus compensation that any Transferred Employee is entitled to in connection work with his or her service with the Seller or Selling Sub prior to the Closing. The Seller shall be responsible for any severance, unpaid vacation days and earned but unpaid wages, incentive or bonus compensation or other benefits for the Excluded Employees. The Purchaser shall be responsible for any severance of any employee who accepts the Purchaser's offer of employment only to the extent set forth on Schedule 5.7(a)(ii).

Employment of Business Employees. (a) Prior to the Closing Date, the Purchaser shall make an offer of employment or, as the case may be with the Transferred Subs and their respective subsidiaries, continued employment, effective as of the Closing Date to each employee of the Seller and the Business Subs who is employed in the Business other than inactive employees (which shall not include persons on maternity or family leave) and those other employees listed on Schedule 5.7(a)(i) (the "“Excluded Employees"”) on terms and conditions that, with respect to salary shall be the same as currently offered by the Seller and the Business Subs as of the Closing Date and with respect to bonus and benefits are comparable to those offered to employees of Purchaser at similar levels. Each employee offered employment as set forth above who accepts such employment shall be deemed to be a "“Transferred Employee." ” The Purchaser agrees to assume and thereafter pay, perform or otherwise discharge any liability or obligation for any severance and related termination costs (including but not limited to, accrued but unpaid vacation benefits) of any Transferred Employee pursuant to the severance policy of Purchaser set forth on Schedule 5.7(a)(ii). The Purchaser shall be responsible for any (i) accrued but unpaid vacation days or (ii) earned but unpaid incentive or bonus compensation that any Transferred Employee is entitled to in connection with his or her service with the Seller or Selling Sub prior to the Closing. The Seller shall be responsible for any severance, unpaid vacation days and earned but unpaid wages, incentive or bonus compensation or other benefits for the Excluded Employees. The Purchaser shall be responsible for any severance of any employee who accepts the Purchaser's ’s offer of employment only to the extent set forth on Schedule 5.7(a)(ii).