Common use of Excluded Employee Clause in Contracts

Excluded Employee. The parties understand that the transfer of the employment relationships with regard to the Transferred Employees in France will be considered an automatic transfer of the employment relationships by operation of law pursuant to Article L. 1224-1 of the French Labor Code. Therefore, any employees in France not listed in Section 1.01(a)(ii) or Section 1.01(b) of the Seller Disclosure Letter dedicated to the Business Transferred may following the Closing Date request his or her automatic transfer of their employment to Purchaser (the “French Excluded Employees”). In such case: (i) the party becoming aware of such request must notify the other party within 7 Business Days of becoming so aware, (ii) upon such notification, the Seller or any of its Affiliates shall be entitled to offer to re-employ or re-engage the French Excluded Employee concerned on the terms and conditions which he/she enjoyed prior to the Closing Date, with such offer to be made within 7 Business Days of the notification in Section 7.01(o)(i), and if no such offer is made by the Seller and accepted by the French Excluded Employee concerned, the Purchaser shall be entitled, at Seller’s cost, to terminate or cause any of its Affiliates to terminate the employment relationship of such French Excluded Employee who is transferred or alleges that his or her contract of employment has transferred to Purchaser or any of Purchaser’s Affiliates by the operation of Article L. 1224-1 of the French Labor Code at the earliest possible point in time following the Closing Date, unless Purchaser or an Affiliate thereof, at its sole discretion, determines to continue employment with any such French Excluded Employee. Seller shall also cover costs related to any such claims by French Excluded Employees that his or her contract of employment shall have transferred to Purchaser or any of its Affiliates. For the avoidance of doubt, in case of such continuation of employment as elected by Purchaser, Purchaser and its Affiliates shall be barred from making any claim under Section 11.01(a)(vii)(C) with respect to Liabilities or Losses arising from the employment of such French Excluded Employee.