Common use of Hiring of Employees Clause in Contracts

Hiring of Employees. ACS shall as soon as reasonably possible following its issuance or receipt of a Termination Notice, but in no event later than ten (10) Business Days thereafter, provide to Symetra a complete and accurate list of all Substantially Dedicated Resources who were involved in providing the Services during the six (6) month period preceding ACS’ issuance or receipt of such Termination Notice. ACS shall cooperate with and assist (and shall cause its Subcontractors to cooperate with and assist) Symetra, its Affiliates and/or the Replacement Provider in offering employment, at the sole discretion of Symetra, to any or all of such employees, whether such offers are made at the time of, after or in anticipation of the Expiration Date. ACS shall be solely responsible for and shall pay to any such employees of ACS who are hired by Symetra, its Affiliates, and/or the Replacement Provider, all severance and related payments, if any are payable pursuant to ACS’ standard policies, and shall cause relevant Subcontractors to pay severance and related payments to any such employee of a Subcontractor who is hired by Symetra or its designee, if any are payable pursuant to such Subcontractors’ standard policies. ACS shall release (and shall cause its Subcontractors to release) from any restrictive covenants including, without limitation, non-compete agreements, any of the employees hired by Symetra, its Affiliates and/ by the Replacement Provider. Notwithstanding any agreements that ACS may have with its employees, ACS shall not take or fail to take any actions that would interfere with or prevent Symetra, its Affiliates and/or the Replacement Provider from hiring any or all of such Substantially Dedicated Resources. ACS shall not (and shall ensure that its Subcontractors do not) in any manner communicate disparaging information about Symetra, its Affiliates, and/or the Replacement Provider, or any of their employees, to transitioning employees or existing employees of Symetra, its Affiliates and/or the Replacement Provider.

Hiring of Employees. ACS shall as soon as reasonably possible following its issuance or receipt of a Termination Notice, but in no event later than ten (10) Business Days thereafter, provide to Symetra a complete and accurate list of all Substantially Dedicated Resources who were involved in providing the Services during the six (6) month period preceding ACS’ issuance or receipt of such Termination Notice. ACS shall cooperate with and assist (and shall cause its Subcontractors to cooperate with and assist) Symetra, its Affiliates and/or the Replacement Provider in offering employment, at the sole discretion of Symetra, to any or all of such employeesPersons, whether such offers are made at the time of, after or in anticipation of the Expiration Termination Date. ACS shall be solely responsible for and shall pay to any such employees of ACS who are hired by Symetra, its Affiliates, and/or the Replacement Provider, all severance and related payments, if any are payable pursuant to ACS’ standard policies, and shall cause relevant Subcontractors to pay severance and related payments to any such employee of a Subcontractor who is hired by Symetra or its designee, if any are payable pursuant to such Subcontractors’ standard policies. ACS shall release (and shall cause its Subcontractors to release) from any restrictive covenants including, without limitation, non-compete agreements, any of the employees Persons hired by Symetra, its Affiliates and/ by the Replacement Provider. Notwithstanding any agreements that ACS may have with its employees, ACS shall not take or fail to take any actions that would interfere with or prevent Symetra, its Affiliates and/or the Replacement Provider from hiring any or all of such Substantially Dedicated Resources. ACS shall not (and shall ensure that its Subcontractors do not) in any manner communicate disparaging information about Symetra, its Affiliates, and/or the Replacement Provider, or any of their employees, to transitioning employees or existing employees of Symetra, its Affiliates and/or the Replacement Provider.

Hiring of Employees. ACS Provider shall as soon as reasonably possible following (i) its issuance or receipt of a Termination Notice, but in no event later than ten 10 (10ten) Business Days thereafter, or (ii) the date that is 6 (six) months prior to the end of the Term, but in no event longer than 10 (ten) Business Days thereafter, provide to Symetra Service Recipient a complete and accurate list of all Substantially Dedicated Resources Provider Employees and/or Subcontractors employees who were substantially involved in providing the Services during the six 6 (6six) month period preceding ACS’ Provider's issuance or receipt of such Termination NoticeNotice or the 6 (six) month period preceding the end of the Term, as the case may be. ACS Subject to the provisions of clause 33.13, Provider shall cooperate with and assist (and shall cause its Subcontractors to cooperate with and assist) SymetraService Recipient, its Affiliates and/or the Replacement Provider in offering allowing Service Recipient to (i) continue to use the services of the Provider Employees and/or Subcontractor employees, during the Disengagement Period, or (ii) offer employment, at the sole discretion of SymetraService Recipient, to any or all of such employees, whether such offers are made at the time of, after or in anticipation of the Expiration Date, provided that Service Recipient will not be required to pay to the Provider or any Subcontractors any placement fees for such Employees. ACS Provider shall be solely responsible for and shall pay to any such employees of ACS Provider who are hired by SymetraService Recipient, its Affiliates, and/or the Replacement Provider, all payments due to the Employees in terms of Applicable Laws (including, severance and related payments, if any payments are payable pursuant to ACS’ Provider's standard policies, ) and shall cause relevant Subcontractors to pay all amounts due to the Employees in terms of Applicable Laws (including severance and related payments to any such employee of a Subcontractor who is hired by Symetra Service Recipient or its designee, if any are as may be payable pursuant to such Subcontractors’ ' standard policies). ACS Provider shall release (and shall cause its Subcontractors to release) from any restrictive covenants undertakings including, without limitation, non-compete restraint agreements, any of the employees Employees hired by SymetraService Recipient, its Affiliates and/ and/or by the Replacement Provider. Notwithstanding any agreements that ACS Provider may have with its employeesEmployees or Subcontractors, ACS Provider shall not not, and shall procure that its Subcontractors shall not, take or fail to take any actions that would interfere with or prevent SymetraService Recipient, its Affiliates and/or the Replacement Provider from hiring any or all Provider Employees (and any or all employees of such Substantially Dedicated ResourcesProvider's Subcontractors) who were substantially involved in the provision of Services during the 6 (six) month period preceding Provider's issuance or receipt of a Termination Notice or the 6 (six) month period preceding the end of the Term. ACS Provider shall not (and shall ensure that its Subcontractors do not) in any manner communicate disparaging information about SymetraService Recipient, its Affiliates, and/or the Replacement Provider, or any of their employees, to transitioning employees or existing employees of SymetraService Recipient, its Affiliates and/or the Replacement Provider. Should any court or competent authority find that the employment of the employees as contemplated above amounts to a transaction that falls within section 197 of the Labour Relations Act, 1995, Provider indemnifies Service Recipient as contemplated in clause 33.13 for any and all Losses which Service Recipient may suffer as a result of the employment of such employees or as a result of the termination or expiry of this Agreement, as the case may be.

Hiring of Employees. ACS shall as soon as reasonably possible following its issuance During Disentanglement, regardless of whether all or receipt any portion of a Termination Notice, but in no event later than ten (10) Business Days thereafter, provide to Symetra a complete and accurate list of all Substantially Dedicated Resources who were involved in providing the Services during the six (6) month period preceding ACS’ issuance or receipt of such Termination Notice. ACS are being terminated, Vendor shall cooperate with and assist (and shall use all commercially reasonable efforts to cause its Subcontractors to timely cooperate with and assist) Symetrawith the Commonwealth’s (or its designee’s) offering of employment to those Vendor and Subcontractor employees who are selected by the Commonwealth, in its Affiliates and/or sole discretion, and whose then-current job functions or positions are directly related to the Replacement Provider Services being terminated, and in offering employment, at effecting the sole discretion transition of Symetra, to any or all of such employees, whether such offers are made at the time of, after or in anticipation of the Expiration Date. ACS shall be solely responsible for and shall pay to any such employees of ACS who are hired by Symetra, its Affiliates, and/or the Replacement Provider, all severance and related payments, if any are payable pursuant to ACS’ standard policies, and shall cause relevant Subcontractors to pay severance and related payments to any such employee of a Subcontractor who is hired by Symetra Commonwealth or its designee). Such cooperation and assistance shall include allowing the Commonwealth (or its designee) to meet with such employees at Vendor’s or its Subcontractor’s facilities and providing the Commonwealth, if subject to any are payable pursuant necessary consent of the Vendor or Subcontractor employee, with all relevant and pertinent details regarding the salary and benefits then being received by each Vendor or Subcontractor employee then occupying any such positions or performing any such functions, so as to such Subcontractors’ standard policies. ACS enable the Commonwealth to make a reasonable and comparable offer and Vendor shall release (not, and shall cause its Subcontractors to release) from any restrictive covenants includingnot, without limitation, non-compete agreements, any interfere or impair the Commonwealth’s ability to make such offers of the employees hired by Symetra, its Affiliates and/ by the Replacement Provideremployment. Notwithstanding any agreements that ACS may have with its employeesthe immediately preceding sentence, ACS Vendor shall not take or fail be required to take any actions that would interfere constitute a breach of any agreement, in existence as of the Effective Date, with or prevent Symetra, its Affiliates and/or the Replacement Provider from hiring any or all a Subcontractor regarding non-solicitation of such Substantially Dedicated ResourcesSubcontractor’s employees. ACS Such offers of employment by the Commonwealth (or its designee), if any, shall not be made during the period starting on the Disentanglement Commencement Date and ending on the date that is ninety (90) days after the Expiration Date. Vendor shall be solely responsible for, and shall ensure pay, all financial obligations owing or accruing with respect to the period prior to the date that the Commonwealth (or its Subcontractors do notdesignee) in hires any manner communicate disparaging information about Symetra, its Affiliates, and/or the Replacement Provider, or any of their employees, to transitioning employees or existing such employees of SymetraVendor, and Vendor shall use all commercially reasonable efforts to cause each Subcontractor to pay any such financial obligations owing or accruing with respect to the period prior to the date that the Commonwealth (or its Affiliates and/or designee) hires any such employees of such Subcontractor, in accordance with the Replacement Providerprovisions of this Agreement and all Schedules attached hereto. On the Expiration Date, Vendor shall execute and deliver to the Commonwealth a written agreement in which Vendor makes, as of the Termination Date, the same representations and warranties to the Commonwealth with regard to the employees of Vendor that are being hired by the Commonwealth in connection with such Disentanglement as any made herein by the Commonwealth to Vendor regarding the Affected Employees being hired by Vendor.

Hiring of Employees. ACS Buyer shall use commercially reasonable efforts to hire as soon of the Initial Closing Date no less than eight (8) employees of the Business that perform asset management and collection functions, and may hire any other employees of the Business as reasonably possible following Buyer deems necessary, all on at least the same base salary in effect immediately prior to the Initial Closing Date and with employee benefits and employee compensation programs that are substantially similar in the aggregate to those provided by Buyer to its issuance or receipt of similarly-situated employees. Buyer has delivered to Sellers a Termination Notice, but in no event later than ten (10) Business Days thereafter, provide to Symetra a complete and accurate list of all Substantially Dedicated Resources who were involved in providing the Services during the six (6) month period preceding ACS’ issuance or receipt written description of such Termination Noticeemployee benefits and aggregate data on employee compensation programs. ACS With respect to each such Business employee who accepts Buyer’s offer of employment (a “Transferred Employee”), Buyer shall cooperate with (i) maintain for twelve (12) months after the Initial Closing Date at least the same base salary as in effect immediately prior to the Initial Closing Date and assist employee benefits and employee compensation programs provided by Buyer to its similarly-situated employees (including severance benefits), and (ii) subject to the approval of the Buyer’s Pension Committee which approval shall not be unreasonably withheld (and Buyer hereby agrees to cause the Pension Committee to consider granting such approval at its next meeting and that, promptly after such meeting, Buyer shall cause its Subcontractors notify Sellers whether such approval has been granted), credit the Transferred Employees’ entire periods of service prior to cooperate with the Initial Closing for purposes of determining eligibility, vesting, and assistbenefit entitlement (but not benefit accruals under any pension plan) Symetraunder severance, its Affiliates and/or vacation, pension benefits, retiree medical and life insurance benefits, and all other compensation and benefit plans, programs and policies maintained by Buyer for the Replacement Provider in offering employment, at the sole discretion of Symetra, to any or all benefit of such employeesemployees after the Initial Closing. Notwithstanding the foregoing, whether such offers Buyer shall not be prohibited by this Section 6.2(a) from terminating the employment of any Transferred Employee following the Initial Closing Date, subject, however to Buyer’s compliance with all applicable Requirements of Law or agreements to which Buyer is a party or by which it is bound. Employees of the Business who are made on approved leaves of absence at the time of, after or in anticipation they accept an offer of employment from Buyer shall become Transferred Employees as of the Expiration Date. ACS shall be solely responsible for date they return from such leave of absence and shall pay to any such employees of ACS who are hired by Symetra, its Affiliates, and/or the Replacement Provider, all severance and related payments, if any are payable pursuant to ACS’ standard policies, and shall cause relevant Subcontractors to pay severance and related payments to any such employee of a Subcontractor who is hired by Symetra or its designee, if any are payable pursuant to such Subcontractors’ standard policies. ACS shall release (and shall cause its Subcontractors to release) from any restrictive covenants including, without limitation, non-compete agreements, any of the employees hired by Symetra, its Affiliates and/ by the Replacement Provider. Notwithstanding any agreements that ACS may have accept employment with its employees, ACS shall not take or fail to take any actions that would interfere with or prevent Symetra, its Affiliates and/or the Replacement Provider from hiring any or all of such Substantially Dedicated Resources. ACS shall not (and shall ensure that its Subcontractors do not) in any manner communicate disparaging information about Symetra, its Affiliates, and/or the Replacement Provider, or any of their employees, to transitioning employees or existing employees of Symetra, its Affiliates and/or the Replacement ProviderBuyer.

Hiring of Employees. ACS shall as soon as reasonably possible following its issuance or receipt of a Termination NoticeDuring Disentanglement, but in no event later than ten (10) Business Days thereafter, provide to Symetra a complete and accurate list of all Substantially Dedicated Resources who were involved in providing the Services during the six (6) month period preceding ACS’ issuance or receipt of such Termination Notice. ACS shall Supplier will cooperate with and assist (and shall will use all commercially reasonable efforts to cause its Subcontractors to timely cooperate with and assist) Symetra(i) with Sprint’s (or its designee’s) offering of employment to those Supplier and Subcontractor employees who are selected by Sprint, in its Affiliates and/or sole discretion, and who (A) are dedicated at least [*****] to providing Services being terminated, (B) are Key Personnel or (C) are approved by Supplier and (ii) in effecting, in a manner favorable to Sprint, the Replacement Provider in offering employment, at the sole discretion transition of Symetra, to any or all of such employees, whether such offers are made at the time of, after or in anticipation of the Expiration Date. ACS shall be solely responsible for and shall pay to any such employees of ACS who are hired by Symetra, its Affiliates, and/or the Replacement Provider, all severance and related payments, if any are payable pursuant to ACS’ standard policies, and shall cause relevant Subcontractors to pay severance and related payments to any such employee of a Subcontractor who is hired by Symetra Sprint or its designee, if any are payable pursuant designee (although such employees will not be hired until Supplier no longer needs them to such Subcontractors’ standard policies. ACS shall release (perform the Service and shall cause its Subcontractors to release) from any restrictive covenants including, without limitation, non-compete agreements, any of the employees hired by Symetra, its Affiliates and/ by the Replacement ProviderDisentanglement Services under this Agreement). Notwithstanding any agreements that ACS may have with its employeesthe foregoing, ACS shall Supplier will not take or fail be required to take any actions that would interfere constitute a breach of any agreement, in existence as of the Effective Date, with or prevent Symetra, its Affiliates and/or the Replacement Provider from hiring any or all a Subcontractor regarding non-solicitation of such Substantially Dedicated ResourcesSubcontractor’s employees. ACS shall not Such offers of employment by Sprint (or its designee), if any, will be made during the period starting on the Disentanglement Commencement Date and shall ensure ending on the date that is ninety (90) days after the expiration date. Supplier will be solely responsible for, and will pay, all financial obligations owing or accruing with respect to the period prior to the date that Sprint (or its Subcontractors do notdesignee) in hires any manner communicate disparaging information about Symetra, its Affiliates, and/or the Replacement Provider, or any of their employees, to transitioning employees or existing such employees of SymetraSupplier, and Supplier will use all commercially reasonable efforts to cause each Subcontractor to pay any such financial obligations owing or accruing with respect to the period prior to the date that Sprint (or its Affiliates and/or designee) hires any such employees of such Subcontractor, in accordance with the Replacement Provider.provisions of this Agreement and all Schedules, Exhibits and Attachments attached hereto. [*****] Confidential — Subject to Nondisclosure Obligations SPRINT AND SUPPLIER CONFIDENTIAL

Hiring of Employees. ACS Subject to the provisions of Section 14.4(a), the parties intend that there will be continuity of employment with respect to all of the Employees, as set forth below. It is agreed that prior to, or in connection with, the Closing, the Buyer shall take no action to cause the Sellers or any Manager to terminate the employment of any Employee, and neither the Sellers nor any Manager shall be under any obligation to terminate any Employee prior to or on the Closing Date. It is further agreed that effective as soon as reasonably possible following its issuance of the Closing Date, the Buyer shall (or receipt shall cause the applicable manager to) offer (or continue the) employment at each Property to all Employees (including but not limited to the Union Represented Employees), including those on vacation, leave of a Termination Noticeabsence, but in no event later than ten (10) Business Days thereafterdisability or layoff, provide to Symetra a complete and accurate list of all Substantially Dedicated Resources who were involved employed by the Manager at such Property on the day immediately preceding the Closing Date. Such offer of (or continued) employment shall be on the same terms (including compensation, salary, fringe benefits, job responsibility and location) as those provided to such Employees by such Manager on the day immediately preceding the Closing Date. Those Employees who accept the Buyer's (or its manager's) offer of employment and commence (or continue) employment with the Buyer (or its manager) on the Closing Date shall hereafter be referred to as “Transferred Employees”. The Buyer shall be liable for any amounts to which any Employee becomes entitled under any benefits or severance policy, plan, agreement, arrangement or program which exists or arises, or may be deemed to exist or arise, as a result of or in providing connection with the Services during transactions contemplated by this Agreement, whether under the six Union Agreement (6to the extent such Employees are covered by the Union Agreement), applicable law or otherwise. The Sellers and the Buyer acknowledge and agree that if the Buyer and any manager enter into any new management agreement (in lieu of the Buyer's assumption of an existing Management Agreement) month period preceding ACS’ issuance as of the Closing, all Employees at the applicable Property as of the Closing Date shall be offered employment by such manager after the Closing Date. The Sellers and the Buyer also agree that, upon the expiration or receipt earlier termination of the Interim Management Agreement, the Buyer shall cause the successor to WHM as manager of the Hilton Boston Property to comply with the terms of this subsection 14.4(b), except that all references to the “Closing” or the “Closing Date” contained in this subsection shall be deemed to refer to the date of such Termination Notice. ACS shall cooperate with and assist (and shall cause its Subcontractors to cooperate with and assist) Symetra, its Affiliates and/or the Replacement Provider in offering employment, at the sole discretion of Symetra, to any expiration or all of such employees, whether such offers are made at the time of, after or in anticipation of the Expiration Date. ACS shall be solely responsible for and shall pay to any such employees of ACS who are hired by Symetra, its Affiliates, and/or the Replacement Provider, all severance and related payments, if any are payable pursuant to ACS’ standard policies, and shall cause relevant Subcontractors to pay severance and related payments to any such employee of a Subcontractor who is hired by Symetra or its designee, if any are payable pursuant to such Subcontractors’ standard policies. ACS shall release (and shall cause its Subcontractors to release) from any restrictive covenants including, without limitation, non-compete agreements, any of the employees hired by Symetra, its Affiliates and/ by the Replacement Provider. Notwithstanding any agreements that ACS may have with its employees, ACS shall not take or fail to take any actions that would interfere with or prevent Symetra, its Affiliates and/or the Replacement Provider from hiring any or all of such Substantially Dedicated Resources. ACS shall not (and shall ensure that its Subcontractors do not) in any manner communicate disparaging information about Symetra, its Affiliates, and/or the Replacement Provider, or any of their employees, to transitioning employees or existing employees of Symetra, its Affiliates and/or the Replacement Providertermination.