Common use of Business Employees Clause in Contracts

Business Employees. (a) Prior to the Closing Date, Buyer shall make (and not rescind or adversely modify) offers of employment, contingent upon the Closing, to the Business Employees set forth on Schedule 4.4 (including those absent due to vacation, holiday, illness or approved leave of absence under Seller leave policies but excluding any Business Employees on long-term disability). Such offers of employment will be substantially in the form provided to Seller prior to the Closing Date. Prior to the Closing, Buyer and its Subsidiaries will be permitted to approach any Business Employee about the terms and conditions of such offer, upon advance notification to Seller and with Seller’s consent in writing thereto (which consent will not unreasonably be withheld). All offers of employment to each Business Employee shall comply with applicable Law. Effective as of the day after the Closing Date (the “Start Date”), Buyer or one of its Subsidiaries shall hire and employ each Business Employee who accepts the offer of employment extended to such Business Employee pursuant to this Section 4.4(a). Business Employees who, on or prior to the Closing Date, accept Buyer’s offer of employment are referred to as “Transferred Employees.” Each Transferred Employee’s employment with Buyer will be effective as of the Start Date, except that the employment of individuals on approved short-term leave of absence on the Start Date will become effective as of the date after the Closing Date they present themselves for work with Buyer if such date occurs within six months following the Closing or at such later date as may be required by applicable Law or permitted under the offer.

Business Employees. (a) Prior to As of the Closing Date, notwithstanding the terms of the Confidentiality Agreement, Buyer shall intends to make (and not rescind or adversely modify) offers of employment, contingent upon the Closing, employment to the Business Employees set forth listed on Schedule 4.4 5.4(a) (including those absent due to vacation, holiday, illness or approved illness, leave of absence under Seller leave policies or short-term disability, but excluding any Business Employees Employee on long-term disability). Such Seller and any applicable Subsidiary shall cooperate and assist in facilitating Buyer’s or a Buyer Designee’s offers and will not take any action, or cause any of employment will be substantially in the form provided Subsidiaries to Seller prior take any action, which would impede, hinder, interfere or otherwise compete with Buyer’s or a Buyer Designee’s effort to the Closing Date. Prior to the Closing, Buyer and its Subsidiaries will be permitted to approach hire any Business Employee about Employees. Promptly after the terms and conditions date hereof, Seller will provide to Buyer all information not provided in Schedule 5.4(a) required to be disclosed by applicable Law of such offer, upon advance notification to Seller and with Seller’s consent the jurisdiction in writing thereto (which consent will not unreasonably be withheld). All offers of employment to each the Business Employee is located in connection with the sale of the Purchased Business. Without limiting the foregoing, each Party shall comply with all applicable Law. Effective as Laws in connection with the transfer of the day after the Closing Date (the “Start Date”), Business Employees to Buyer or one of its Subsidiaries shall hire a Buyer Designee, including with respect to notice, consultation and employ each Business Employee who accepts the offer of employment extended to such Business Employee pursuant to this Section 4.4(a)other procedural requirements. Business Employees who, on or prior to the Closing Date, who accept Buyer’s offer of employment, as of the effective date of their employment are with Buyer, shall be referred to as “Transferred Employees.” Each Transferred Employee’s employment Employment with Buyer will or a Buyer Designee of Transferred Employees shall be effective as of the Start day following the close of business on the Closing Date, except that the employment of individuals on approved receiving short-term disability benefits or on approved leave of absence on the Start Closing Date will become effective as of the date after the Closing Date they present themselves for work with Buyer if or a Buyer Designee or such date occurs within six months following the Closing or at such later other date as may be required is prescribed by applicable Law or permitted under the offerLaw.

Business Employees. (a) Prior to On the Closing Date, Buyer shall make (and not rescind or adversely modify) offers will offer employment to those employees of employment, contingent upon the Closing, to the Business identified on Exhibit 5.9(a) (the “Offered Employees”), with such employment to commence immediately following the Closing Date (subject to each such Offered Employee’s satisfaction of any pre-employment conditions imposed by Buyer), and, thereafter, Seller will terminate the Offered Employees set forth on Schedule 4.4 (including those absent due to vacation, holiday, illness or approved leave as of absence under Seller leave policies but excluding any Business Employees on long-term disability). Such offers of employment will be substantially in the form provided to Seller prior to the Closing Date. Prior to the Closing, Any such offers of employment by Buyer and its Subsidiaries will be permitted to approach any Business on an “at will” basis and will be contingent upon each Offered Employee about accepting employment with Buyer on the terms set forth in Section 5.9(g) and such additional terms and conditions as Buyer may determine, including the satisfactory outcome of Buyer’s normal background screening process. Those Offered Employees who accept such offer, upon advance notification to Seller and with Seller’s consent in writing thereto (which consent will not unreasonably be withheld). All offers of employment to each Business Employee shall comply with applicable Law. Effective effective as of immediately following the day Closing Date and who successfully satisfy all conditions of employment established by Buyer will be referred to herein as the “Buyer Employees”. Prior to and through the Closing Date, Seller will be liable for all accrued but unpaid salaries, wages, vacation or other paid time off, incentive compensation or other Liabilities related to the employment of the Offered Employees. Notwithstanding anything contained in this Section 5.9 or elsewhere, (i) Seller will remain responsible for payment of any and all wages, severance, retention, change in control or other similar compensation or benefits which are or may become payable in connection with the consummation of the Transactions; and (ii) Buyer will be responsible for the payment of compensation, bonus or other payment owed to any Buyer Employee arising after the Closing Date (the “Start Date”), Buyer or one as a result of its Subsidiaries shall hire and employ each Business Employee who accepts the offer of employment extended to such Business Employee pursuant to this Section 4.4(a). Business Employees who, on or prior to the Closing Date, accept Buyer’s offer of employment are referred to as “Transferred Employees.” Each Transferred Employee’s employment with Buyer will be effective as of the Start Date, except that the employment of individuals on approved short-term leave of absence on the Start Date will become effective as of the date after the Closing Date they present themselves for work with such Buyer if such date occurs within six months following the Closing or at such later date as may be required by applicable Law or permitted under the offerEmployee.

Business Employees. (a) Prior to Notwithstanding the Closing Date, Buyer shall make (and not rescind or adversely modify) offers of employment, contingent upon the Closing, Notice delivered to the Business Employees set forth pursuant Section 9.1 hereof and Section 613a para. 5 German Civil Code, promptly following the execution and delivery of this Agreement, and in any event no later than five (5) calendar days after Sellers advise Buyer in writing of the adoption of the Social Plan by the Works Council, the Buyer shall deliver, in writing, an offer of employment (a copy of each such offer to be provided to the Sellers prior to delivery to the employees) to each of the Business Employees, such employment to commence on Schedule 4.4 the day immediately following the Closing (including those absent due to vacation, holiday, illness or approved leave of absence under Seller leave policies but excluding any the Business Employees on long-term disability). Such accepting offers of employment with the Buyer or any of its Affiliates commencing on the day immediately following the Closing or within sixty (60) days thereafter, the “Continuing Employees”). The terms offered to each such Business Employee will be on terms substantially in similar to the form provided terms applicable to Seller such employee immediately prior to the date hereof. The Buyer shall provide to the Sellers upon the request of Sellers on the status of acceptance and rejection of such offers of employment to the Business Employees and shall deliver to the Sellers a preliminary schedule of the names of the Continuing Employees, to the extent then known by the Buyer, no later than three (3) calendar days prior to the Closing, and a revised final schedule of the names of the Continuing Employees on the Closing Date. Prior The Buyer and the Sellers shall use their respective commercially reasonable efforts to cause the applicable Business Employees to accept such offers. The Sellers hereby consent to the Closing, hiring by the Buyer and its Subsidiaries will be permitted to approach any Business Employee about the terms and conditions of such offer, upon advance notification to Seller and with Seller’s consent in writing thereto (which consent will not unreasonably be withheld). All offers of employment to each Business Employee shall comply with applicable Law. Effective as or an Affiliate of the day after Buyer of the Closing Date (Continuing Employees. Each Seller shall use its commercially reasonable efforts to assist the “Start Date”), Buyer or one of in complying with its Subsidiaries shall hire and employ each Business Employee who accepts the offer of employment extended to such Business Employee obligations pursuant to this Section 4.4(a). Business Employees who, on or prior to the Closing Date, accept Buyer’s offer of employment are referred to as “Transferred Employees4.7.” Each Transferred Employee’s employment with Buyer will be effective as of the Start Date, except that the employment of individuals on approved short-term leave of absence on the Start Date will become effective as of the date after the Closing Date they present themselves for work with Buyer if such date occurs within six months following the Closing or at such later date as may be required by applicable Law or permitted under the offer.