Common use of Accrued Vacation, Sick Leave and Personal Time Clause in Contracts

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. If required by applicable Law, upon termination of employment with Seller or its Affiliates as contemplated by this Section 5.7No less than five Business Days prior to the Closing Date, Seller or its applicable Affiliate shall pay provide to Buyer a schedule setting forth the applicable Business Employees any accrued but unused vacation, gratuity payments, person hours or days earned sick leave and sick or other paid personal time off of the Business Employees accrued by or otherwise required to make available to such Business Employees (“Accrued PTO”) of all TMA Business Employees that has accrued as of a date not more than ten Business Days prior to the Closing Date. Buyer will recognize and such amounts assume all Liabilities included as current liabilities in the calculation of Closing Working Capital as finally determined pursuant to Section 2.8 with respect to unused PTO of the Transferred TMA Business Employees that accrued prior to the Closing Date under any Benefit Plan solely to the extent reflected in the schedule provided to Buyer in accordance with the prior sentence. With respect to any Delayed Transfer Employees, Buyer will recognize and assume all Liabilities accrued with respect to unused PTO that occur between the Closing Date and the applicable Employee Transfer Date and Buyer will not recognize and assume PTO used by Delayed Transfer Employees between the Closing Date and the applicable Employee Transfer Date. Buyer shall, or shall be treated as Retained Liabilities; provided, however, Purchaser shall promptly (and, in any eventcause its Affiliates to, within ten (10) Business Days following the later of the Employment applicable Employee Transfer Date and the date of the applicable payment) , reimburse Seller for any payments made by Seller or its Affiliates any other member of the Seller Group to any Transferred TMA Business Employees in respect of Accrued any Liabilities (i) included as current liabilities in the final calculation of Closing Working Capital with respect to unused PTO that accrued prior to the Closing Date and (ii) with respect to any Delayed Transfer Employees, with respect to unused PTO that accrued between the Closing Date and the applicable Employee Transfer Date, in each case, that become due as a result of the transfer of employment contemplated by this Section 5.7Article VI in accordance with the terms of the applicable Benefit Plan or applicable Law. To Seller shall retain all Liability for any payments made by Seller or any other member of the extent Seller Group to any TMA Business Employee who does not become a Transferred TMA Business Employee in respect of earned but unused PTO that payment becomes due as a result of Accrued PTO is not required by applicable Law upon the TMA Business Employee’s termination of employment contemplated by this Article VI in accordance with the Seller terms of the applicable Benefit Plan 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 Law. Buyer shall allow such Transferred TMA Business Employees for payments Employee to use the PTO recognized or established in respect accordance with the first sentence of Accrued PTO this Section 6.6, less any amounts that arise become due 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 Article VI in accordance with the terms of Purchaser’s and its the applicable Affiliates’ programs Benefit Plan or applicable Law, materially in effect immediately accordance with the terms of the Benefit Plan applicable prior to the applicable Employment Employee Transfer Date (in addition to, and not in lieu of, any vacation PTO accrued under the applicable vacation PTO plans or policies of Purchaser Buyer or its Affiliates on or following the applicable Employment Employee Transfer Date).

Accrued Vacation, Sick Leave and Personal Time. If Purchaser will, or will cause an Affiliate (including the Transferred Entities) to, recognize and assume all Liabilities with respect to accrued but unused vacation time for all Transferred Business Employees (including any Liabilities to Transferred Business Employees for payments in respect of earned but unused vacation time and accrued but unused time off in lieu of overtime pay that arise as a result of the transfer of employment contemplated by this Article VI), but solely to the extent such amounts are reflected in Working Capital. Purchaser shall cause the Transferred Entities to, and the Transferred Entities 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 applicable policies and programs of Purchaser or its relevant Affiliates as may be in effect from time to time. Notwithstanding the foregoing, solely to the extent required by applicable Law, upon termination of employment on or immediately prior to the Closing Date (or, with Seller respect to an Inactive Employee, the date such Inactive Employee becomes a Transferred Business Employee), Parent or its Affiliate shall pay, or cause to be paid, to each Transferred Business Employee, any earned amounts that are required to be paid by Parent or its Affiliates as a result of the Pre-Closing Restructuring or the transactions contemplated by in this Section 5.7Agreement, Seller or its applicable Affiliate shall pay to the applicable Business Employees any including but unused vacation time, accrued but unused vacationtime off in lieu of overtime pay, gratuity long-service awards and termination 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 Closing Date and the date of the applicable payment) reimburse Seller for any payments made by Seller Parent 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 Affiliate 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)payment.

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 the liability with respect to Accrued PTO accrued but unused vacation time to the extent included as a “Current Liability” in Working Capital and specifically reflected or reserved for on the Final Working Capital and Net Indebtedness Statement for all applicable Transferred Business Employees (including other than any Liabilities Business Employees with respect to whom a transfer of such accrued but unused vacation time balances would require the applicable Business Employee’s consent and who do not consent to such Transferred transfer (which vacation balances for such non-consenting Business Employees for payments in respect of Accrued PTO that arise shall be paid to such Business Employees by Parent and the Sellers upon the Closing and not be included as a result of “Current Liability” in Working Capital or reflected or reserved for on the Final Working Capital and Net Indebtedness Statement). Purchaser will advise the Parent Group as soon as reasonably practicable, but in no event more than three (3) days after the Closing Date, which Business Employees do not consent to the transfer of employment contemplated by this Section 5.7) (and such amounts will be Assumed Liabilities)their vacation balances. During the Continuation Period, 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 first two sentences of this Section 6.5 in accordance with the terms of Purchaser’s and its applicable Affiliates’ those Parent Group programs in effect immediately prior to the applicable Employment Transfer Closing Date. As to each Business Employee, Purchaser will credit periods of service prior to the Closing Date (in addition tofor purposes of determining accrual rates under Purchaser’s vacation, sick leave and not in lieu ofpersonal time off policies; provided, any however, that accrued vacation balances will be recognized only for those Business Employees who consent to the transfer of accrued under the applicable but unused vacation plans or policies of Purchaser or its Affiliates on or following the applicable Employment Transfer Date)if such consent was required.