Common use of Acquired Employees Clause in Contracts

Acquired Employees. (a) Buyer shall, or shall cause one or more of the Acquired Companies to, offer employment to all of the Business Employees who are actively at work on the Closing Date and are employed by Seller or one of its affiliates (after giving effect to the Merger) other than the Acquired Companies. Such employment will be effective as of immediately following the Closing Date. Buyer shall cause the Acquired Companies initially to continue to employ all of the Business Employees who are employed on the Closing Date. With respect to Business Employees other than Business Employees who are covered by a collective bargaining agreement (each a “Union Employee” and collectively, the “Union Employees”), such offers of employment or continued employment, as the case may be, shall be on terms and conditions substantially equivalent in the aggregate to those of similarly situated employees of any Buyer in the same or similar geographic area and business. Prior to the Closing, neither Seller nor its directors or officers shall either directly or indirectly, induce or encourage any of the Business Employees to decline Buyer’s offers of employment or become employed by Seller. Such Business Employees who accept such offer of employment and become employees of Buyer or an Acquired Company or who continue such employment with the Acquired Companies shall be referred to herein as “Acquired Employees.” (b) Except as otherwise provided in the Transition Services Agreement or elsewhere in this Article 7, (i) the Acquired Employees shall cease active participation in the Benefit Plans effective as of the Closing Date and shall commence participation in benefit plans maintained by Buyer (or its affiliates) in accordance with the terms of Buyer’s (or its affiliates’) plans; and (ii) Seller shall assume sole sponsorship of, and the Acquired Companies shall withdraw from participation in, the Benefit Plans effective as of the Closing Date.

Acquired Employees. (a) Buyer shall, or shall cause one or more of the Acquired Companies to, offer employment to to, or employ all of the Business Employees who are actively at work on the Closing Date and are employed by Seller or one of its affiliates (after giving effect to the Merger) other than the Acquired Companies. Such employment will be effective as of immediately following the Closing Date. Buyer shall cause the Acquired Companies initially to continue to employ all of the Business Employees who are employed on the Closing Date. With respect to Business Employees other than Business Employees who are covered by a collective bargaining agreement (each a “Union Employee” and collectively, the “Union Employees”), such offers of employment or continued employment, as the case may be, shall be on terms and conditions substantially equivalent in the aggregate to those of similarly situated employees of any Buyer in the same or similar geographic area and business. Prior to the Closing, neither Seller nor its directors or officers shall either directly or indirectly, induce or encourage any of the Business Employees to decline Buyer’s offers of employment or become employed by Seller. Such Business Employees who accept such offer of employment and become employees of Buyer or an Acquired Company or who continue such employment with the Acquired Companies shall be referred to herein as “Acquired Employees.” (b) Except as otherwise provided in the Transition Services Agreement or elsewhere in this Article 7, (i) the Acquired Employees shall cease active participation in the Benefit Plans effective as of the Closing Date and shall commence participation in benefit plans maintained by Buyer (or its affiliates) in accordance with the terms of Buyer’s (or its affiliates’) plans; and (ii) Seller shall assume sole sponsorship of, and the Acquired Companies shall withdraw from participation in, the Benefit Plans effective as of the Closing Date.

Acquired Employees. (a) Buyer shall, or shall cause one or more of the Acquired Companies to, offer employment to to, or employ all of the Business Employees who are actively at work on the Closing Date and are employed by Seller or one of its affiliates (after giving effect to the Merger) other than the Acquired Companies. Such employment will be effective as of immediately following the Closing Date. Buyer shall cause the Acquired Companies initially to continue to employ all of the Business Employees who are employed on the Closing Date. With respect to Business Employees other than Business Employees who are covered by a collective bargaining agreement (each a “Union Employee” and collectively, the “Union Employees”), such offers of employment or continued employment, as the case may be, shall be on terms and conditions substantially equivalent in the aggregate to those of similarly situated employees of any Buyer in the same or similar geographic area and businessBuyer. Prior to the Closing, neither Seller nor its directors or officers shall either directly or indirectly, induce or encourage any of the Business Employees to decline Buyer’s offers of employment or become employed by Seller. Such Business Employees who accept such offer of employment and become employees of Buyer or an Acquired Company or who continue such employment with the Acquired Companies shall be referred to herein as “Acquired Employees.” (b) Except as otherwise provided in the Transition Services Agreement or elsewhere in this Article 7, (i) the Acquired Employees shall cease active participation in the Benefit Plans effective as of the Closing Date and shall commence participation in benefit plans maintained by Buyer (or its affiliates) in accordance with the terms of Buyer’s (or its affiliates’) plans; and (ii) Seller shall assume sole sponsorship of, and the Acquired Companies shall withdraw from participation in, the Benefit Plans effective as of the Closing Date.

Acquired Employees. (a) Buyer shall, or shall cause one or more of the Acquired Companies to, offer employment to to, or employ all of the Business Employees who are actively at work on the Closing Date and are employed by Seller or one of its affiliates (after giving effect to the Merger) other than the Acquired Companies. Such employment will be effective as of immediately following the Closing Date. Buyer shall cause the Acquired Companies initially to continue to employ all of the Business Employees who are employed on the Closing Date. With respect to Business Employees other than Business Employees who are covered by a collective bargaining agreement (each a “Union Employee” and collectively, the “Union Employees”), such offers of employment or continued employment, as the case may be, shall be on terms and conditions substantially equivalent in the aggregate to those of similarly situated employees of any Buyer in the same or similar geographic area and businessBuyer. Prior to the Closing, neither Seller nor its directors or officers shall either directly or indirectly, induce or encourage any of the Business Employees to decline Buyer’s offers of employment or become employed by Seller. Such Business Employees who accept such offer of employment and become employees of Buyer or an Acquired Company or who continue such employment with the Acquired Companies shall be referred to herein as “Acquired Employees.” (b) Except as otherwise provided in the Transition Services Agreement or elsewhere in this Article 7, (i) the Acquired Employees shall cease active participation in the Benefit Plans effective as of the Closing Date and shall commence participation in benefit plans maintained by Buyer (or its affiliates) in accordance with the terms of Buyer’s (or its affiliates’) plans; and (ii) Seller shall assume sole sponsorship of, and the Acquired Companies shall withdraw from participation in, the Benefit Plans effective as of the Closing Date.

Acquired Employees. From and after the date of this Agreement until the Closing Date, Seller shall deliver to Purchaser, on a periodic basis as reasonably requested by Purchaser, an updated Business Employee List, including the information described in Section 3.10(f) with respect to each Business Employee. No later than 10 days prior to the Closing Date, Purchaser (aor an Affiliate of Purchaser) Buyer shall, or shall cause one or more of the Acquired Companies toin writing, offer employment to all of Business Employees. The offered employment must (i) not require the Business Employee to work from a ​ ​ principal place of employment that is more than 35 miles from the Business Employee’s assigned office location immediately prior to Closing and (ii) be at a base salary or wage at least equal to the Business Employee’s base salary or wage on the Closing Date (the “Required Terms”). Any Business Employee who is offered employment by Purchaser (or Purchaser’s Affiliate) and who accepts such offer of employment shall commence employment with Purchaser (or Purchaser’s Affiliate) as of and contingent upon the Closing (such employee who commences employment with Purchaser, an “Acquired Employee”). All Acquired Employees shall be employed solely on an “at will” basis, except as required by applicable Law. As of and contingent upon the Closing, the Seller (or Seller’s applicable Affiliate) shall terminate the employment (or enter into a mutual termination agreement) of (or with) each Acquired Employee. Any Business Employee who are is not actively at work on the Closing Date due to an approved leave of absence or to a short-term disability (an “Inactive Employee”) shall be offered employment with Purchaser (or Purchaser’s Affiliate) on the Required Terms when and are employed by Seller if such Business Employee presents himself or one of its affiliates herself to Purchaser (after giving effect to or Purchaser’s Affiliate) for active employment during the Merger) other than the Acquired Companies. Such employment will be effective as of immediately following the Closing Date. Buyer shall cause the Acquired Companies initially to continue to employ all of the Business Employees who are employed six-month period beginning on the Closing DateDate (or such longer period that may be required under applicable Law). With respect to Business Employees other than Business Employees Any such Inactive Employee who are covered by a collective bargaining agreement accepts employment with Purchaser (each a “Union Employee” and collectively, the “Union Employees”), such offers of employment or continued employment, as the case may be, Purchaser’s Affiliate) shall be on terms and conditions substantially equivalent in the aggregate to those of similarly situated employees of any Buyer in the same or similar geographic area and business. Prior to the Closing, neither Seller nor its directors or officers shall either directly or indirectly, induce or encourage any of the Business Employees to decline Buyer’s offers of employment or become employed by Seller. Such Business Employees who accept such offer of employment and become employees of Buyer or treated as an Acquired Company Employee under this Section 6.11 beginning on the individual’s date of hire with Purchaser (or Purchaser’s Affiliate). Any Inactive Employee who continue such does not present himself or herself for active employment with Purchaser (or Purchaser’s Affiliate) within the Acquired Companies shall be referred to herein as “Acquired Employees.” (b) Except as otherwise provided in the Transition Services Agreement or elsewhere in this Article 7, (i) the Acquired Employees shall cease active participation in the Benefit Plans effective as of six-month period beginning on the Closing Date and shall commence participation in benefit plans maintained by Buyer (or its affiliatessuch longer period that may be required under applicable law) in accordance shall not be offered continued employment with the terms of Buyer’s Purchaser (or its affiliates’Purchaser’s Affiliate) plans; and (ii) Seller and, notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume sole sponsorship of, and the Acquired Companies shall withdraw from participation in, the Benefit Plans effective as any liabilities in respect of the Closing Datesuch Inactive Employee.

Acquired Employees. (a) Xxx shall, after notifying Buyer of its intent thereto and after first allowing Buyer to be present at and to participate during or in connection with such notification (if Buyer desires), provide all Business Employees with notification of the sale of the Business and the termination of each such employee’s employment with Xxx on the Closing Date as a result thereof. Xxx shall pay final wages to each Business Employee for work performed up to the Closing Date within such time period as required by applicable state Law. Buyer shall, or shall cause one or more of the Acquired Companies its Affiliates to, offer employment to to, and employ all of the Business Employees who are actively at work employed by Xxx on the Closing Date (each a “Hired Employee” and are employed by Seller or one of its affiliates (after giving effect to collectively, the Merger) other than the Acquired Companies“Hired Employees”). Such employment will be effective as of immediately following the Closing Date. Buyer shall cause the Acquired Companies initially to continue to employ all of the Business Employees who are employed on the Closing Date. With respect to Business Employees other than Business Employees who are covered by a collective bargaining agreement (each a “Union Employee” and collectively, the “Union Employees”), such offers of employment or continued employment, as the case may be, shall be on terms and conditions substantially equivalent in the aggregate to those of similarly situated currently received by such Business Employee (excluding any Benefit Plan or plan comparable thereto not currently offered to the employees of any Buyer in the same or similar geographic area and businessits Affiliates). Prior to the Closing, neither Seller Xxx nor its directors or officers Representatives shall either directly or indirectly, induce or encourage any of the Business Employees to decline Buyer’s offers of employment or become employed by Seller. Such Business Employees who accept such offer of employment and become employees of Buyer or an Acquired Company or who continue such employment with the Acquired Companies shall be referred to herein as “Acquired EmployeesXxx.” (b) Except as otherwise provided in the Transition Services Agreement or elsewhere in this Article 76, (i) the Acquired Hired Employees shall cease active participation in the Benefit Plans effective as of the Closing Date and shall commence participation in benefit plans maintained by Buyer (or its affiliatesAffiliates) in accordance with the terms of Buyer’s (or its affiliatesAffiliates’) plans; and (ii) Seller shall assume sole sponsorship of, and the Acquired Companies shall withdraw from participation in, the Benefit Plans effective as of the Closing Date.

Acquired Employees. Subject to the provisions of this Article 8 and to any offer letters to be executed by any Acquired Employees on or prior to the Closing Date (a) Buyer each an “Offer Letter”), the Acquired Employees will remain at-will employees of the Acquired Companies immediately following the Effective Time, unless otherwise required by applicable Law. With respect to all Acquired Employees, except as otherwise set forth in an Offer Letter, Purchaser agrees that it shall, or shall cause one the Company or more a subsidiary of the Acquired Companies Company and/or the Surviving Corporation (such employing entity, the “Employer”) to: (1) offer continuing employment at a compensation level substantially comparable to similarly situated Purchaser employees, offer employment to all of the Business Employees who are actively at work on the Closing Date and are employed by Seller or one of its affiliates (after giving effect to the Merger) other but not less than the Acquired Companies. Such employment will be effective Employees’ compensation (including, but not limited to, base wages) with the Company (or the employing subsidiary) as of immediately following prior to the Closing Date. Buyer shall cause the ; and (2) arrange for each Acquired Companies initially Employee to continue to employ all of the Business Employees who are employed on the Closing Date. With respect to Business Employees other than Business Employees who are covered by a collective bargaining agreement (each a “Union Employee” and collectively, the “Union Employees”), such offers of employment or continued employment, as the case may be, shall be on terms and conditions eligible for benefits substantially equivalent comparable in the aggregate as those provided to those of similarly situated employees of any Buyer Purchaser, in the same or similar geographic area and business. Prior to the Closingeach case, neither Seller nor its directors or officers shall either directly or indirectly, induce or encourage any of the Business Employees to decline Buyer’s offers of employment or become employed by Seller. Such Business Employees who accept such offer of employment and become employees of Buyer or an Acquired Company or who continue such employment with the Acquired Companies shall be referred to herein as “Acquired Employees.” (b) Except as otherwise provided in the Transition Services Agreement or elsewhere in this Article 7, (i) the Acquired Employees shall cease active participation in the Benefit Plans effective as of the Closing Date and shall commence participation in benefit plans maintained by Buyer (or its affiliates) in accordance with the terms of Buyer’s (or its affiliates’) plans; and (ii) Seller shall assume sole sponsorship of, and the Acquired Companies shall withdraw from participation in, the Benefit Plans effective as of the Closing Date. All Acquired Employees shall be given credit for all service with the Company, the employing subsidiary or any predecessors (or service credited by the Company or the employing subsidiary) for purposes of eligibility and vesting (but not benefit accruals) under all employee benefit plans, programs, policies and arrangements (except with respect to equity award vesting) and employment policies maintained by Purchaser and/or the Employer in which they become participants, except where doing so would cause a duplication of benefits. To the extent practicable and commercially reasonable, the Purchaser shall, or shall cause the Employer to, or shall use commercially reasonable efforts to cause its third-party administrator to provide Acquired Employees and their eligible dependents with credit for any co-payments and deductibles paid under the benefit plans of the Company (or the employing subsidiary) for the year in which the Closing occurs under Purchaser’s benefit plans for purposes of satisfying any applicable co-payments and deductibles in the year in which the Closing occurs. To the extent practicable and commercially reasonable, the Purchaser shall, or shall cause the Employer to, or shall use commercially reasonable efforts to cause its third-party administrator to waive any waiting period, evidence of insurability requirement or pre-existing condition exclusions that may be applicable Acquired Employees (or their dependents) participating in a group health plan of Purchaser or the Employer.

Acquired Employees. (a) Within ten (10) days prior to the Closing, (i) Seller shall provide Buyer with a list of Business Employees as of such date and (ii) Seller shall use commercially reasonable efforts to provide Buyer with a list of employees who provide services with respect to the Business who are not Business Employees as of such date. Buyer shall, or shall cause one or more of the Acquired Companies to, offer employment to to, or employ all of the Business Employees who are actively at work on the Closing Date and are employed by Seller or any Seller Entity or one of its affiliates (after giving effect to the Merger) other than the Acquired Companies. Such employment will be effective as of immediately following the Closing Date. Buyer shall cause the Acquired Companies initially to continue to employ all of the Business Employees who are employed on the Closing Date. With respect to Business Employees other than Business Employees who are covered by a collective bargaining agreement (each a “Union Employee” and collectively, the “Union Employees”), such offers of employment or continued employment, as the case may be, shall be on terms and conditions substantially equivalent in the aggregate to those of similarly situated employees of any Buyer in the same or similar geographic area and businessbusiness as the Business. Prior to the Closing, neither Seller, the Seller Entities, nor its their respective directors or officers shall either directly or indirectly, induce or encourage any of the Business Employees to decline Buyer’s offers offer of employment or become employed by Sellerany of the Seller Entities. Such Business Employees who accept such offer of employment and become employees of Buyer or an Acquired Company or who continue such employment with the Acquired Companies shall be referred to herein as “Acquired Employees.” (b) Except as otherwise provided in the Transition Services Agreement or elsewhere in this Article 7, (i) the Acquired Employees shall cease active participation in the Benefit Plans effective as of the Closing Date and shall commence participation in benefit plans maintained by Buyer (or its affiliates) in accordance with the terms of Buyer’s (or its affiliates’) plans; and (ii) Seller shall assume sole sponsorship of, and the Acquired Companies shall withdraw from participation in, the Benefit Plans effective as of the Closing Date.

Acquired Employees. (a) Xxx shall, after notifying Buyer of its intent thereto and after first allowing Buyer to be present at and to participate during or in connection with such notification (if Buyer desires), provide all Business Employees with notification of the sale of the Business and the termination of each such employee’s employment with Xxx on the Closing Date as a result thereof. Xxx shall pay final wages to each Business Employee for work performed up to the Closing Date within such time period as required by applicable state Law. Buyer shall, or shall cause one or more of the Acquired Companies its Affiliates to, offer employment to to, and employ all of the Business Employees who are actively at work employed by Xxx on the Closing Date (each a “Hired Employee” and are collectively, the “Hired Employees”), provided, however, that each Hired Employee shall be employed by Seller or one of its affiliates (after giving effect on an “at will” basis and may be discharged, subject to the Merger) other than the Acquired Companiesprovisions of Section 6.3, at any time with or without cause and with or without notice. Such employment will be effective as of immediately following the Closing Date. Buyer shall cause the Acquired Companies initially to continue to employ all of the Business Employees who are employed on the Closing Date. With respect to Business Employees other than Business Employees who are covered by a collective bargaining agreement (each a “Union Employee” and collectively, the “Union Employees”), such offers of employment or continued employment, as the case may be, shall be on terms and conditions substantially equivalent in the aggregate to those of similarly situated currently received by such Business Employee (excluding any Benefit Plan or plan comparable thereto not currently offered to the employees of any Buyer in the same or similar geographic area and businessits Affiliates). Prior to the Closing, neither Seller Xxx nor its directors or officers Representatives shall either directly or indirectly, induce or encourage any of the Business Employees to decline Buyer’s offers of employment or become employed by Seller. Such Business Employees who accept such offer of employment and become employees of Buyer or an Acquired Company or who continue such employment with the Acquired Companies shall be referred to herein as “Acquired EmployeesXxx.” (b) Except as otherwise provided in the Transition Services Agreement or elsewhere in this Article 76, (i) the Acquired Hired Employees shall cease active participation in the Benefit Plans effective as of the Closing Date and shall commence participation in benefit plans maintained by Buyer (or its affiliatesAffiliates) in accordance with the terms of Buyer’s (or its affiliatesAffiliates’) plans; and (ii) Seller shall assume sole sponsorship of, and the Acquired Companies shall withdraw from participation in, the Benefit Plans effective as of the Closing Date.