Temporary, Etc Clause Samples

Temporary, Etc. Employees. Prior to the Closing Date, Purchaser shall take reasonable steps to enter into an agreement with the provider of subcontracted employees to the Business described in Section 5.9(f) of the Disclosure Schedules to enable the transfer of such subcontracted employees from the related contract of the Employee Transferors to a contract of Purchaser as of the Closing Date. Sellers will cooperate with Purchaser to affect this transfer. For the avoidance of doubt and notwithstanding anything to the contrary contained herein, Purchaser shall have no obligation for, or assume any Liabilities with respect to, any Former Employees, whether with respect to the United States Business or Non-United States Business, other than (i) any such Former Employee of a Transferred Entity and (ii) in respect of any Transferred U.S. Benefit Plan and any Transferred Foreign Benefit Plan. In addition, to the extent Purchaser or an Affiliate of Purchaser elects, in its sole discretion, not to offer employment to any Employee who would otherwise be required to be offered employment by Purchaser or an Affiliate pursuant to Section 5.9(a)(i) or Section 5.9(b)(i), and such Employee is terminated by Chemtura (or one of its Affiliates) in connection with the Closing, Purchaser shall be responsible for (x) the severance benefit (if any) payable to such terminated Employee under applicable Law and under the terms of the applicable Employee Transferor’s severance plan(s) in effect on the Closing Date and (y) all costs (including legal expenses), fine or penalties associated with any claim made by such Employee or otherwise in connection with the Employee’s termination of employment.