Accrued Vacation, Sick Leave and Personal Time. If required by applicable Law, upon termination of employment with Seller or its Affiliates as contemplated by this Section 5.7, Seller or its applicable Affiliate shall pay to the applicable Business Employees any accrued but unused vacation, gratuity payments, person hours or days earned and sick or other paid time off of the Business Employees accrued by or otherwise required to make available to such Business Employees (“Accrued PTO”) and such amounts shall be treated as Retained Liabilities; provided, however, Purchaser shall promptly (and, in any event, within ten (10) Business Days following the later of the Employment Transfer Date and the date of the applicable payment) reimburse Seller for any payments made by Seller or its Affiliates to any Transferred Business Employees in respect of Accrued PTO that become due as a result of the transfer of employment contemplated by this Section 5.7. To the extent that payment of Accrued PTO is not required by applicable Law upon termination of employment with the Seller or its Affiliates, Purchaser will recognize and assume all Liabilities with respect to Accrued PTO for all applicable Transferred Business Employees (including any Liabilities to such Transferred Business Employees for payments in respect of Accrued PTO that arise as a result of the transfer of employment contemplated by this Section 5.7) (and such amounts will be Assumed Liabilities). Purchaser shall allow Transferred Business Employees to use the vacation, sick leave and personal time recognized or established in accordance with the immediately preceding sentence in accordance with the terms of Purchaser’s and its applicable Affiliates’ programs in effect immediately prior to the applicable Employment Transfer Date (in addition to, and not in lieu of, any vacation accrued under the applicable vacation plans or policies of Purchaser or its Affiliates on or following the applicable Employment Transfer Date).
Accrued Vacation, Sick Leave and Personal Time. Solely to the extent required by applicable Law, Seller shall pay each Transferred Business Employee all accrued but unused vacation, sick leave, personal time and paid time-off for periods prior to the Closing Date as soon as administratively practicable following the Closing Date or as otherwise required by applicable Law. To the extent that applicable Law does not require Seller to pay any accrued but unused vacation, sick leave and personal time to any Transferred Business Employee in accordance with this Section 5.6(l), Purchaser shall recognize and assume all Liabilities with respect to such Transferred Business Employee’s accrued but unused vacation, sick leave and personal time to the extent that such Liabilities are reflected in the final Service Provider List.
Accrued Vacation, Sick Leave and Personal Time. Purchaser will cause the Company to, and the Company will, recognize and assume all Liabilities with respect to accrued but unused vacation time for all Transferred Business Employees (including, without limitation, any Liabilities to Transferred Business Employees for payments in respect of earned but unused vacation time that arise as a result of the transfer of employment contemplated by this Article VI). Purchaser shall cause the Company to, and the Company shall, promptly (and, in any event, within ten (10) Business Days following the later of the Closing Date and the date of the applicable payment) reimburse Parent or its applicable Affiliates for any payments made by them to any Transferred Business Employees in respect of earned but unused vacation time that become due as a result of the transfer of employment contemplated by this Article VI. Purchaser shall cause the Company to, and the Company shall, allow Transferred Business Employees to use the vacation, sick leave and personal time recognized or established in accordance with the first sentence of this Section 6.5 in accordance with the terms of the Parent Group programs in effect immediately prior to the Closing Date (in addition to, and not in lieu of, any vacation accrued under the applicable vacation plans or policies of the Company or its Affiliates on or following the Closing).
Accrued Vacation, Sick Leave and Personal Time. The Buyer will recognize and assume the liability with respect to accrued but unused vacation time for Business Employees and RD-180 Business Employees to the extent reflected as a liability in the Final Closing Date Statement (with respect to Business Employees) and to the extent accrued as of the RDA Closing (with respect to RD-180 Business Employees). Notwithstanding the foregoing, the Seller shall pay any accrued but unused vacation time or paid time off for Business Employees and RD-180 Business Employees with respect to whom such a payment is required by Requirements of Law; provided, that to the extent paid by the Seller prior to or at the Closing, no liability shall be reflected on the Final Closing Date Statement in respect of such vacation time or paid time off. Current, pre-funded and unused sick leave accounts as reflected on the Seller’s books and records will be Excluded Liabilities. The Buyer shall allow Business Employees and RD-180 Business Employees to use the vacation time recognized in accordance with the first sentence of this Section 6.2(f) in accordance with the terms of those Company Group or PWPG programs (as applicable) in effect immediately prior to the Closing or RDA Closing (as applicable). During the Continuation Period, except as otherwise specifically provided in this Section 6.2(f), the Buyer’s policies of vacation and the Buyer’s payroll policies will be substantially similar in all material respects to the policies that were in effect for Business Employees and RD-180 Business Employees immediately prior to the Closing or RDA Closing (as applicable).
Accrued Vacation, Sick Leave and Personal Time. Buyer shall recognize and assume all Liabilities with respect to accrued but unused (as of the Closing Date) vacation, sick leave and personal time for all Transferred Employees who are not represented by a labor union or otherwise covered by the terms of a CBA. Following the Closing Date and until the first anniversary of the Closing Date, Buyer shall allow all Transferred Employees who are not represented by a labor union or otherwise covered by the terms of a CBA to use the vacation, sick leave and personal time recognized or established in accordance with the first sentence hereof in accordance with the terms of the Seller Plans in effect immediately prior to the Closing Date. For the avoidance of doubt, (i) the covenants in this Section 5.2(h) shall govern the Transferred Employees’ post-Closing use of accrued but unused vacation, sick leave, and personal time, but not the post-Closing accrual of vacation, sick leave, or personal time (which shall be governed by the covenants in Section 5.2(c)(i)), and (ii) the treatment of vacation, sick leave, and personal time off for all Transferred Employees represented by a labor union or otherwise covered by the terms of a CBA shall be governed by the terms of the applicable CBA, rather than the terms of this Section 5.2(h).
Accrued Vacation, Sick Leave and Personal Time. Purchaser will recognize all accrued but unused vacation, sick leave and personal time for all Transferred Business Employees, which shall be treated as current Liabilities in the Post-Closing Statement and the Final Purchase Price on a dollar-for-dollar basis. To the extent required by applicable Law, Seller or its Affiliates shall pay to each Transferred Business Employee all amounts in respect of earned but unused vacation time that become due as a result of the transfer of employment contemplated by this Section 5.7, in which case such amounts will be excluded from all calculations of Funded Debt and Working Capital. In addition to, and not in lieu of, any vacation and paid time off accrued under the applicable vacation plans or policies of Purchaser or its Affiliates, Purchaser shall allow Transferred Business Employees to use the vacation, sick leave and personal time recognized or established in accordance with the first sentence of this Section 5.7(e) in accordance with the terms of Seller’s and its applicable Affiliates’ programs in effect immediately prior to the Closing Date (the terms of which shall be furnished to Purchaser within thirty (30) days after the date hereof).
Accrued Vacation, Sick Leave and Personal Time. HoldCo shall, or shall cause its applicable Affiliate to, recognize and assume all liabilities with respect to accrued but unused vacation time for all Continuing Employees (including any liabilities to Continuing Employees for payments in respect of earned but unused vacation time that arise as a result of the transfer of employment contemplated by this Section 8.6). HoldCo shall, or shall cause its applicable Affiliate to, promptly (and, in any event, within ten (10) business days following the later of the Closing Date and the date of the applicable payment) reimburse United or its applicable Affiliate for an amount such that United and its Affiliates bear, whether directly or indirectly, fifty percent (50%) of any payments made by them to any Continuing Employees in respect of earned but unused vacation time that became due as a result of the transfer of employment contemplated by this Section 8.6.
Accrued Vacation, Sick Leave and Personal Time. Seller shall pay each Acquired Employee all accrued but unused vacation and paid time-off for periods prior to the Closing Date as soon as administratively practicable following the Closing Date.
Accrued Vacation, Sick Leave and Personal Time. Purchaser shall, and shall cause its Affiliates to, honor all accrued but unused vacation, holiday pay, sick pay, personal time and other paid time off for all Transferred Business Employees.
Accrued Vacation, Sick Leave and Personal Time. Purchaser will (a) recognize and assume all Liabilities with respect to accrued but unused vacation, sick leave and personal time for all Transferred Business Employees (including, without limitation, any Liabilities to Transferred Business Employees for payments in respect of earned but unused vacation, sick leave and personal time that arise as a result of the transfer of employment contemplated by this Article VI) and (b) allow the Transferred Business Employees to use such vacation, sick leave and personal time in accordance with the applicable Benefit Plan as in effect immediately prior to the Closing Date and honor all previously scheduled vacation, sick leave and personal time of such Transferred Business Employees. Purchaser shall promptly (and, in any event, within ten (10) Business Days following the later of the Closing Date and the date of the applicable payment) reimburse Parent or its applicable Affiliates for any payments made by them to any Transferred Business Employees in respect of earned but unused vacation, sick leave and personal time that become due as a result of the transfer of employment contemplated by this Article VI.
