Common use of Business Employees Clause in Contracts

Business Employees. Buyer shall (or will cause one of its Subsidiaries to) (i) continue the employment on and after the Closing Date of each Business Employee who is employed by a Purchased Subsidiary and (ii) on or prior to the Closing Date, make an offer of employment to each other Business Employee listed on Section 9.01 of the Disclosure Schedules, in both cases on the terms set forth in this Section 9.01. For the avoidance of doubt, Business Employees include any Business Employee who is, immediately prior to the Closing, absent from work on account of paid time-off, vacation, sick or personal leave, short- or long-term disability or leave of absence and any Business Employee for whom an obligation to recall, rehire or otherwise return to employment exists under a contractual obligation or law; provided that, with respect to any Business Employee who is not actively at work as of the Closing, Buyer shall offer employment, effective as of the date such employee can first return to active employment (so long as such date is within six months of the Closing Date), as soon as practicable after such Business Employee notifies Buyer of his or her ability to return to active employment. All Business Employees who (i) accept in writing Buyer’s offer of employment, do not revoke such acceptance, and report to work for Buyer or (ii) otherwise continue in employment immediately following the Closing with a Purchased Subsidiary shall collectively be the “Transferred Employees”. Seller shall not make any competing offers of employment to, or otherwise solicit the employment of, any Business Employee from the date hereof until six months following Closing.

Business Employees. Buyer shall (or will cause one of its Subsidiaries to) (i) continue the employment on and after the Closing Date of each Business Employee who is employed by a Purchased Subsidiary New Sub, if it is formed and (ii) on or prior to the Closing Date, make an offer of employment to each other Business Employee listed on Section 9.01 of the Disclosure Schedules, in both cases on the terms set forth in this Section 9.01. For the avoidance of doubt, Business Employees include any Business Employee who is, immediately prior to the Closing, absent from work on account of paid time-off, vacation, sick or personal leave, short- or long-term disability or leave of absence and any Business Employee for whom an obligation to recall, rehire or otherwise return to employment exists under a contractual obligation or law; provided that, with respect to any Business Employee who is not actively at work as of the Closing, Buyer shall offer employment, effective as of the date such employee can first return to active employment (so long as such date is within six months of the Closing Date), as soon as practicable after such Business Employee notifies Buyer of his or her ability to return to active employment. All Business Employees who (i) accept in writing Buyer’s offer of employment, do not revoke such acceptance, and report to work for Buyer or (ii) otherwise continue in employment immediately following the Closing with a Purchased Subsidiary the New Sub, if it is formed shall collectively be the “Transferred Employees”. Seller shall not make any competing offers of employment to, or otherwise solicit the employment of, any Business Employee from the date hereof until six months following Closing.

Business Employees. Buyer shall (or will cause one of its Subsidiaries to) (i) continue the employment on and after the Closing Date of each Business Employee who is employed by a Purchased Subsidiary and (ii) on or prior to the Closing Date, make an offer of employment to (or be willing to continue the employment by any Purchased Subsidiary of) each other Business Employee listed on Section 9.01 of the Disclosure SchedulesSchedule, in both cases on the terms set forth in this Section 9.01. For the avoidance of doubt, Business Employees include any Business Employee who is, immediately prior to the Closing, absent from work on account of paid time-off, vacation, sick or personal leave, short- or long-term disability or leave of absence and any Business Employee for whom an obligation to recall, rehire or otherwise return to employment exists under a contractual obligation or law; provided that, with respect to any Business Employee who is not actively at work as of the Closing, Buyer shall offer employment (or continued employment), effective as of the date such employee can first return to active employment (so long as such date is within six months of the Closing Date), as soon as practicable after such Business Employee notifies Buyer (or the applicable Purchased Subsidiary) of his or her ability to return to active employment; and provided further, that Buyer shall have no obligation to make or hold open any offer of employment (or continued employment) to any Business Employee whose employment with the Business is terminated, whether voluntarily or involuntarily, prior to the Closing. All Business Employees who (i) accept in writing Buyer’s offer of employment (or continued employment), do not revoke such acceptanceacceptance or resign their employment with a Purchased Subsidiary on or prior to the Closing Date, and report to work for Buyer or its Affiliate (iiincluding, as of the Closing, the Purchased Subsidiaries) otherwise continue in employment immediately following on the Closing with a Purchased Subsidiary Date shall collectively be the “Transferred Employees”. Seller shall not make any competing offers of employment to, or otherwise solicit the employment of, any Business Employee from the date hereof until six months following Closing.

Business Employees. Buyer shall (or Except as otherwise agreed by the Parties, on the Closing Date, the Purchaser will cause one the Purchaser or its Affiliate to offer at-will employment to all hourly and salaried employees of its Subsidiaries to) (i) continue the employment Seller with respect to the Business that are either plant level employees or are described and identified on and after the Closing Date of each Business Employee Schedule 3.16(a), but only who is employed by a Purchased Subsidiary and (ii) on or immediately prior to the Closing Datewere actively employed by the Seller, make an or on approved leave of absence from the Seller (including, without limitation, maternity, disability, medical and non-medical leave) (collectively, the "Business Employees"), which offer of employment shall be subject to each other Business Employee listed on Section 9.01 the Purchaser's standard employment policies. As to those three employees of the Disclosure Schedules, Business separately identified in both cases on the terms set forth in this Section 9.01. For the avoidance of doubt, Business Employees include any Business Employee who is, immediately prior Schedule 5.14 to the Closing, absent from work on account of paid time-off, vacation, sick or personal leave, short- or long-term disability or leave of absence and any Business Employee for whom an obligation to recall, rehire or otherwise return to employment exists under a contractual obligation or law; provided that, with respect to any Business Employee who is Purchaser will not actively at work as of the Closing, Buyer shall offer employment, effective as of the date such employee can first return to active employment (Purchaser will nevertheless offer severance pay in accordance with Seller's severance pay plan set forth on Schedule 2.1(e) hereto, so long as such date is within employees are terminated by the Seller on or before the Closing Date and not subsequently rehired for a period of six months (6) months. The Purchaser shall offer to Business Employees past service credit under the Purchaser's benefit plans for service rendered to Seller. In no event shall "Business Employee" include any employee who provides any services to the Seller which do not relate to the Business. Notwithstanding any of the Closing Date)foregoing, as soon as practicable after such Business Employee notifies Buyer of his or her ability the Purchaser is not assuming any Liability with respect to return to active employment. All Business Employees who (i) accept in writing Buyer’s offer of any employment, do not revoke such acceptancedeferred compensation, and report to work for Buyer or similar Contract with any Business Employee, (ii) otherwise continue in employment immediately following the Closing with a Purchased Subsidiary shall collectively be the “Transferred Employees”. Seller shall not make any competing offers of employment toseverance obligation to any Business Employee, or otherwise solicit any other employee of the employment ofSeller, or (iii) any Business Employee Company Plan. Further, the Parties agree that Seller, at its sole cost and expense, shall be solely responsible for any continuation coverage required under COBRA (including continuation coverage resulting from the date hereof until six months following Closingany transactions prior to or contemplated by this Agreement).