Common use of Accrued Paid Time Off Clause in Contracts

Accrued Paid Time Off. Prior to the Distribution Date, to the extent required by applicable Law, RemainCo shall solicit in writing the consent of each RemainCo Employee to rollover to RemainCo or another RemainCo Entity, such RemainCo Employee’s Accrued PTO as of the Effective Time (the “Rollover Consents”). With respect to each RemainCo Employee who (w) is not required to consent to such a rollover under applicable Law or (x) timely provides such Rollover Consent to RemainCo and consents to such a rollover, RemainCo shall (directly or through another RemainCo Entity) recognize and honor the Accrued PTO credited to each RemainCo Employee by such individual’s employer immediately prior to the Effective Time. To the extent permitted and/or required under applicable Law, the Accrued PTO of any RemainCo Employee who (y) elects in his or her Rollover Consent to receive a payment of his or her Accrued PTO or (z) does not timely provide a Rollover Consent to RemainCo, shall be paid to such individual(s) in a cash lump sum upon the transfer of such individual’s employment between the RemainCo Entities and the SpinCo Entities in connection with the Internal Distribution and/or the External Distribution. RemainCo shall reimburse SpinCo for any Accrued PTO paid to RemainCo Employees by any SpinCo Entity upon their transfer of employment from any SpinCo Entity to any RemainCo Entity in connection with the Internal Distribution and/or the External Distribution. Notwithstanding the foregoing, (x) all Accrued PTO shall be used in accordance with the terms and conditions of the post-External Distribution employer’s applicable policies and programs, to the extent permissible by Law, and (y) any paid-time-off accruals in respect of post-External Distribution services (if any) shall be made in accordance with the terms and conditions of the post-External Distribution employer’s applicable policies and programs (except to the extent otherwise provided in an applicable SpinCo Individual Agreement or RemainCo Individual Agreement).

Accrued Paid Time Off. Prior to the Distribution DateSeparation Time, to the extent required by applicable Law, RemainCo LiveWire shall solicit in writing the consent of each RemainCo LiveWire Employee to rollover to RemainCo LiveWire or another RemainCo Entitymember of the LiveWire Group, such RemainCo LiveWire Employee’s Accrued PTO as of the Effective Separation Time (the “Rollover Consents”). With respect to each RemainCo LiveWire Employee who (wi) is not required to consent to such a rollover under applicable Law or (xii) timely provides such Rollover Consent to RemainCo LiveWire and consents to such a rollover, RemainCo LiveWire shall (directly or through another RemainCo Entitymember of the LiveWire Group) recognize and honor the Accrued PTO credited to each RemainCo LiveWire Employee by such individual’s employer immediately prior to the Effective Separation Time. To the extent permitted and/or required under applicable Law, the Accrued PTO of any RemainCo LiveWire Employee who (yA) elects in his or her Rollover Consent to receive a payment of his or her Accrued PTO or (zB) does not timely provide a Rollover Consent to RemainCoLiveWire, shall be paid by HD to such individual(s) in a cash lump sum upon the transfer of such individual’s employment between the RemainCo Entities HD Group and the SpinCo Entities in connection with LiveWire Group prior to the Internal Distribution and/or Separation, and, for the External Distribution. RemainCo avoidance of doubt, HD shall reimburse SpinCo be solely responsible and liable for any Accrued PTO paid to RemainCo Employees by any SpinCo Entity upon their transfer of employment from any SpinCo Entity to any RemainCo Entity in connection with the Internal Distribution and/or the External Distributionsuch payments. Notwithstanding the foregoing, (x) all Accrued PTO shall be used in accordance with the terms and conditions of the post-External Distribution Separation employer’s applicable policies and programs, to the extent permissible by Law, and (y) any paid-time-off accruals in respect of post-External Distribution Separation services (if any) shall be made in accordance with the terms and conditions of the post-External Distribution Separation employer’s applicable policies and programs (except to the extent otherwise provided in an applicable SpinCo LiveWire Individual Agreement or RemainCo HD Individual Agreement).

Accrued Paid Time Off. Prior to To the Distribution extent not prohibited by Law, (i) Seller shall, or shall cause its Affiliates to, pay out all accrued but unused vacation, sick leave and paid time off for all Transferred Business Employees (other than ARD Employees) accrued as of the Closing Date, and (ii) during the balance of the calendar year in which the Closing occurs, Purchaser shall permit Transferred Business Employees to take paid time off on an unpaid or partially paid basis (to the extent required accrued time off with Purchaser does not cover a requested vacation), subject to reasonable supervisor approval. In respect of all ARD Employees, and to the extent such payout is not allowed by applicable Lawlaw in respect of any other Transferred Business Employees, RemainCo Purchaser shall solicit in writing the consent of each RemainCo Employee to rollover to RemainCo or another RemainCo Entityrecognize all unused vacation, such RemainCo Employee’s Accrued PTO sick leave and paid time off for all Transferred Business Employees accrued as of the Effective Time (the “Rollover Consents”). With respect to each RemainCo Employee who (w) is not required to consent to such a rollover under applicable Law or (x) timely provides such Rollover Consent to RemainCo Closing Date, which days and consents to such a rollover, RemainCo shall (directly or through another RemainCo Entity) recognize and honor the Accrued PTO credited to each RemainCo Employee by such individual’s employer immediately prior to the Effective Time. To the extent permitted and/or required under applicable Law, the Accrued PTO of any RemainCo Employee who (y) elects in his or her Rollover Consent to receive a payment of his or her Accrued PTO or (z) does not timely provide a Rollover Consent to RemainCo, corresponding value shall be paid disclosed to such individual(sPurchaser in the form of Section 5.7(g) in a cash lump sum upon of Seller Disclosure Schedules within fifteen (15) days after the transfer Closing Date. For periods after the Closing Date, and except for unpaid time off allowed for under the first sentence of such individual’s employment between this Section 5.7(g), including, for the RemainCo Entities avoidance of doubt, amounts recognized for ARD Employees, and the SpinCo Entities in connection subject to applicable law and its compliance with the Internal Distribution and/or ARD, Purchaser shall allow Transferred Business Employees to use the External Distribution. RemainCo shall reimburse SpinCo for any Accrued PTO vacation, sick leave and paid to RemainCo Employees by any SpinCo Entity upon their transfer of employment from any SpinCo Entity to any RemainCo Entity in connection with the Internal Distribution and/or the External Distribution. Notwithstanding the foregoing, (x) all Accrued PTO shall be used time off in accordance with the terms and conditions of the post-External Distribution employerPurchaser’s applicable policies and programsTransferred Business Employees shall receive paid time off benefits consistent with Purchaser’s policies. Seller shall, or shall cause its Affiliates to, reimburse Purchaser for any amounts recognized by Purchaser and disclosed to Purchaser in accordance with this Section 5.7(g) as soon as practicable but in any event within thirty (30) days following the Closing Date, but solely to the extent permissible by Law, and (y) any paid-time-off accruals that such amounts are not reflected in respect of post-External Distribution services (if any) shall be made in accordance with the terms and conditions of the post-External Distribution employer’s applicable policies and programs (except to the extent otherwise provided in an applicable SpinCo Individual Agreement or RemainCo Individual Agreement)Net Working Capital.