Common use of Transferred Employees Clause in Contracts

Transferred Employees. (a) At least five (5) days prior to (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on at least the same terms and conditions with respect to base salary or hourly wages as those in effect immediately prior to the Closing Date. The Buyer shall extend an offer of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred Employees.”

Transferred Employees. (a) At least five fifteen (515) calendar days prior to (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on effective as of the Closing Date, Purchaser agrees that it shall offer employment to all Branch Employees (it being understood that offers of employment will be made to such employees of Seller or its Affiliates then working at least the same terms Branches and conditions with respect will also be subsequently extended to base salary or hourly wages as those in effect immediately any individuals subsequently hired for employment at the Branches prior to the Closing Date. The Buyer shall extend an offer of employment to employees normally employed at the Stores ), and Distribution Centers subject to Assumed Real Property Leases will employ each Branch Employee who are on an approved leave of absence for workers compensationhas not declined such offer, disability, military, family illness or parental leave effective as of the Closing Date or applicable assignment date (or, with respect to a Branch Employee who is on (x) disability leave at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date, who actively commences employment with Purchaser within 180 calendar days after the Closing Date, or (y) military leave at the Closing Date, who actively commences employment with Purchaser within the time period mandated by applicable law, in each case effective as of the date such Branch Employee actively commences employment with Purchaser). The individuals who accept offers On and after the Closing Date, each Branch Employee employed by Purchaser, as of the first day of such Branch Employee’s active employment extended by with Purchaser or one of its Affiliates, shall be defined as a “Transferred Employee” for purposes of this Agreement. Each Transferred Employee’s employment with Seller shall cease as of the Buyer pursuant applicable Transfer Date. Subject to the provisions of this Section 7.6(a8.7, Transferred Employees shall be subject to the employment terms, conditions and rules applicable to other similarly situated employees of Purchaser. Nothing contained in this Agreement shall be construed as an employment contract between Purchaser and any Branch Employee or Transferred Employee. For a period of five years following the Closing Date, Seller shall not, directly or through an affiliate or entity or otherwise, solicit for employment any Transferred Employee; provided, however, that nothing shall be deemed to prohibit Seller and/or its Affiliates from (i) using general solicitations not targeted at Transferred Employees (including, without limitation, job announcements in newspapers and industry publications or on the Internet), (ii) using employee search firms, so long as such employee search firms are hereinafter referred not advised by Seller or its Affiliates after the date hereof to as the “engage in targeted solicitations of Transferred Employees, (iii) discussing employment with any Transferred Employee who contacts Seller and/or its Affiliates independently without any solicitation by Seller or its Affiliates that is otherwise prohibited by this Section 8.7(a) or (iv) soliciting any Transferred Employee who ceases to be employed by Purchaser prior to Seller and/or any of its Affiliates soliciting such Transferred Employee.”

Transferred Employees. (a) At least five (5) days prior to (i) Effective as of the Closing Date with respect Date, Buyer shall offer employment pursuant to those Stores or Distribution Centers offer letters (subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on at least the same terms and conditions with respect thereof) to base salary those employees or hourly wages as those in effect immediately prior to the Closing Date. The Buyer shall extend an offer independent contractors of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases Sellers who are actively employed or engaged in the Business (or on an approved protected leave of absence for workers compensation, disability, military, family illness or parental leave with a Seller) as of the Closing Date or applicable assignment and whose names are set forth on Schedule 7.8(a) (the “Closing Date Business Employees”).1 Upon the earlier to occur of (i) five (5) calendar days following the issuance to Buyer of a Private Patrol Operator license by the Bureau of Security and Investigative Services of the State of California and (ii) the date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to that is ninety (90) days following the Closing Date, Buyer shall offer employment pursuant to offer letters (subject to the terms and conditions thereof) to those employees or independent contractors of Seller who are actively employed or engaged in the Business (or on protected leave with a Seller) as of such time and whose names are set forth on Schedule 7.8(b) (the “Post-Closing Business Employees” and together with the Closing Date Business Employees, the “Business Employees”). The individuals Business Employees who accept offers Buyer’s offer of employment extended by the and become employees of Buyer pursuant to this Section 7.6(a) are hereinafter shall be referred to herein as the “Transferred Employees.”” Except as expressly set forth in the Transition Services Agreement with respect to the Post-Closing Business Employees, Sellers agree that Buyer shall have no Liability whatsoever (including under Section 4980B of the Code) with respect to any Business Employee who is offered employment but who does not become a Transferred Employee, and Sellers shall retain, bear and discharge all Liabilities with respect to all employees and former employees of Sellers who do not become Transferred Employees (including liabilities under Section 4980B of the Code).

Transferred Employees. Assignee shall, or shall cause one of its Affiliates (aas defined in Section 4(j) At least five (5below) days prior to (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4to, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees who remain employed by the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such make offers of employment to other each of the employees of Assignor identified on Schedule C (the Seller Group, including employees employed at the Headquarters Building, at the sole discretion “Affected Employees”) effective as of the Buyer. Offers Closing on substantially the same terms and conditions of employment extended as are in effect for the Affected Employees as of the date of this Agreement. Any such offer of employment shall be made in writing by Assignee on or before the Buyer Closing. Each Affected Employee shall commence employment with Assignee or an Affiliate of Assignee and shall be deemed to non-managerial employees have accepted Assignee’s or Assignee’s Affiliate’s offer of employment by reporting for work at his or her normal work location (i) for Affected Employees who are actively employed as of the Closing, immediately following the Closing, and (ii) for Affected Employees who, as of the Closing, are absent due to a leave of absence, upon such Affected Employees return to active employment. Affected Employees who accept employment with Assignee or an Affiliate of Assignee in accordance with this Section 7.6(a) the preceding sentence are referred to as “Transferred Employees.” Assignor and its Affiliates shall be terminate for positions with job duties substantially similar to all purposes the job duties employment of the position that the employees held all Affected Employees effective immediately prior to the Closing Date and on and, except as otherwise set forth in this Section 4, Assignor shall, or shall cause its Affiliates to, pay out to the Transferred Employees at least the same terms and conditions Closing all amounts payable with respect to base salary or hourly earned but unpaid wages as those in effect immediately and unpaid expense reimbursement amounts accrued by Transferred Employees prior to the Closing Date. The Buyer shall extend an offer in accordance with applicable policies of employment to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as the “Transferred EmployeesAssignor and/or its Affiliates.”

Transferred Employees. (a) At least five (5) days On or prior to the date hereof, Seller has delivered to Purchaser a list of all Branch Employees by name, date of hire, position, status as full or part-time and active or on leave and base salary or wages, as of the most recent practicable date. Purchaser shall have the opportunity to meet each Branch Employee (iexcluding those absent, to the extent within job reinstatement rights period, due to vacation, holiday, leave of absence or illness upon the terms and conditions described below) within 15 days of the date hereof, subject to Seller’s reasonable approval, and shall, or shall cause one of its Affiliates to, offer employment at will effective as of the Closing Date with respect to all Branch Employees (including those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with Section 1.4absent, the Buyer shall deliver, in writing individually or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed within job reinstatement rights period, due to vacation, holiday, leave of absence or illness upon the terms and conditions described below); provided, however, that all further communications between Purchaser and the Branch Employees shall be made at such times and in a writing signed by the Buyer such manner as Seller and Purchaser mutually agree. Branch Employees who accept such employee)offer of employment, to substantially all as of the employees who remain employed by the Seller Group and are employed at the applicable Store effective date of their employment with Purchaser or Distribution Center. one of its Affiliates, shall be referred to as “Immediately Transferred Employees.” In addition, the Buyer may deliver such Purchaser shall, or shall cause one of its Affiliates to, make offers of employment to other employees any Branch Employee who is, as of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion of the Buyer. Offers of employment extended by the Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar to the job duties of the position that the employees held immediately prior to the Closing Date and on at least the same terms and conditions with respect to base salary or hourly wages as those in effect immediately prior to the Closing Date. The Buyer shall extend an offer of employment , absent due to employees normally employed at the Stores and Distribution Centers subject to Assumed Real Property Leases who are on an approved leave of absence for workers compensation, disability, military, family illness and is able and willing to return to work in accordance with the terms of such Branch Employee’s leave under Seller’s or parental its Affiliates’ policies. Each such Branch Employee who accepts such offer and actually returns to work in accordance with the terms of such Branch Employee’s leave as of the Closing Date under Seller’s or applicable assignment date to at least the same extent, if any, as such employees would its Affiliates’ policies shall be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to the Closing Date. The individuals who accept offers of employment extended by the Buyer pursuant to this Section 7.6(a) are hereinafter referred to as a “Subsequently Transferred Employee,” and the Immediately Transferred Employees and the Subsequently Transferred Employees shall be referred to collectively as the “Transferred Employees” for purposes of this Agreement. The date on which a Transferred Employee’s employment with Purchaser or one of its Affiliates, as applicable, becomes effective and actively commences is herein referred to as that Transferred Employee’s “Transfer Date.”” Effective as of a Transferred Employee’s Transfer Date, a Branch Employee’s employment with Seller shall terminate.

Transferred Employees. (a) At least five (5) days prior Subject to (i) the Closing Date with respect to those Stores or Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer on the Closing Date or (ii) the expected assignment date with respect to those Stores and Distribution Centers subject to Assumed Real Property Leases to be assigned to the Buyer after the Closing Date in accordance with the provisions of this Section 1.48, the Buyer shall deliver, in writing individually may offer employment to any or generally, an offer of employment commencing on the Closing Date or assignment date, as applicable, and contingent upon the Closing or such assignment, on an at-will basis (except to the extent otherwise expressly agreed in a writing signed by the Buyer and such employee), to substantially all of the employees identified by Seller to Buyer who remain employed by are necessary for the Seller Group and are employed at the applicable Store or Distribution Center. In addition, the Buyer may deliver such offers of employment to other employees operation of the Seller Group, including employees employed at the Headquarters Building, at the sole discretion Business as of the Buyerdate of this Agreement (the “Employees”). Offers of employment extended by Prior to the Closing, Seller will permit Buyer reasonable access to information relating to the Employees in order to allow Buyer to non-managerial employees in accordance with this Section 7.6(a) shall be for positions with job duties substantially similar determine whether it wishes to the job duties of the position that the employees held immediately prior to the Closing Date and on at least the same terms and conditions with respect to base salary or hourly wages as those in effect immediately prior to the Closing Date. The Buyer shall extend an offer of employment to such Employees. Seller will provide reasonable cooperation to assist Buyer for a period of up to two (2) months after the Closing to facilitate the transition of Seller’s employees normally employed at the Stores and Distribution Centers to Buyer. Such employment will be subject to Assumed Real Property Leases who are Buyer’s established policies generally applicable to new employees. With regard to the Employees listed on an approved leave Schedule 8.1(a), Buyer will deliver written offers of absence for workers compensation, disability, military, family illness employment (the “Offer”) to such Employees by or parental leave as of the Closing Date or applicable assignment date to at least the same extent, if any, as such employees would be entitled to reemployment under either Applicable Law or the Seller Group’s policies and procedures in existence immediately prior to on the Closing Date. The individuals Upon Closing, Buyer may hire those Employees to whom it has made an offer in accordance with this Section 8.1 and who accept offers of employment extended such offer in the manner and within the time frame reasonably established by Buyer (“Designated Employees”). With regard to the Employees listed on Schedule 8.1(b) (“Designated TSA Employees”), Buyer will deliver Offers to such Employees on a date mutually agreed to by the Parties on or following the Closing. Upon delivery of the Offer, Buyer pursuant may hire the Designated TSA Employees who accept such Offer in the manner and within the time frame reasonably established by Buyer. Each such Designated Employee or Designated TSA Employee who is employed by Seller prior to this Section 7.6(a) are hereinafter the date of the respective Offer and who actually transfers to employment with Buyer at or after the date of the respective Offer is hereafter referred to as the a “Transferred EmployeesEmployee.”