Common use of Automatic Transfer Employees Clause in Contracts

Automatic Transfer Employees. It is intended that in accordance with the Transfer Regulations, the employment and the contracts of employment of the Automatic Transfer Employees will (other than in respect of any such employee who objects to a transfer or resigns and leaves prior to the Closing Date) transfer automatically to Buyer or one of its Affiliates as a result of the transactions contemplated in this Agreement, and accordingly each such contract of employment shall have effect from the Closing Date as if originally made between Buyer, or its applicable Affiliate, and the applicable Automatic Transfer Employee, and all rights, powers, duties, liabilities and obligations of Seller or its Affiliates in respect of, or in relation to, such Automatic Transfer Employees and their contracts of employment in force immediately before the Closing shall transfer to Buyer or its applicable Affiliate in accordance with the Transfer Regulations. Buyer and its Affiliates shall provide such information as Seller or its Affiliates may reasonably require in sufficient time to enable Seller and its Affiliates to meet any information and consultation requirements they may have pursuant to the Transfer Regulations or other applicable Law with or in relation to their employees or any Employee Representative in connection with the transactions contemplated by this Agreement. Buyer and its Affiliates shall not propose any change to any Automatic Transfer Employee’s working conditions or terms and conditions or employment or otherwise take any action (including communication with any Automatic Transfer Employee or Employee Representative) that is intended to cause an Automatic Transfer Employee to resign prior to the Closing. If the contract of employment of any Employee based in a jurisdiction where the Transfer Regulations might apply does not transfer to the Buyer or any of its Affiliates in accordance with the Transfer Regulations as intended, such Employee shall then be an Offer Employee and Buyer or its Affiliate shall offer such Employee employment in accordance with Section 6.1(b) provided that such offer shall be on the terms that would have applied, including recognition of continuity of service, had the Employee transferred to Buyer or its Affiliates pursuant to the Transfer Regulations.

Automatic Transfer Employees. It is intended that (a) Except as otherwise set forth in accordance with the Transfer Regulationsthis Agreement, the employment and the contracts of employment effective as of the Automatic Transfer Employees will Closing, all rights, powers and Liabilities of Seller and its Subsidiaries (other than the Company and its Subsidiaries) to, or in respect of, any Automatic Transfer Employee (including the rights, powers and Liabilities under, in connection with or arising from a Contract of employment or employment relationship between an Automatic Transfer Employee and Seller or any such employee who objects to a transfer or resigns of its Subsidiaries (including the Company and leaves its Subsidiaries)) in force and effect immediately prior to the Closing Date) transfer automatically to shall remain with, or be transferred by operation of law to, Buyer or one of its Affiliates as a result Subsidiaries (including for this purpose, the Company or one of its Subsidiaries). (b) Buyer shall comply (or cause its Subsidiaries (including for this purpose, the Company and its Subsidiaries) to comply) with all applicable provisions of the transactions contemplated Transfer Regulations and other similar country-specific legal standards or applicable Laws in this Agreementrespect of all Automatic Transfer Employees. In furtherance and not in limitation of the preceding sentence, Seller and accordingly each such contract of employment Buyer shall have effect from the Closing Date (and shall cause their respective Subsidiaries to, as if originally made between Buyer, or its applicable Affiliate, and applicable) comply with all required obligations under the applicable Automatic Transfer Employee, Regulations and all rights, powers, duties, liabilities and obligations of Seller other similar country-specific legal standards or its Affiliates in respect of, or in relation to, such applicable Laws to notify and/or consult with Automatic Transfer Employees or employee representatives, unions, works councils or other employee representative bodies, if any, and shall provide such reasonable information to the other Party as is required by that Party to comply with its notification and/or consultation obligations under any and all such legal standards and Laws. Seller and Buyer shall indemnify each other (and their contracts respective Subsidiaries) from and against any and all Liabilities resulting from or arising out of employment any failure of the other Party to notify and/or consult, or to provide such information in force immediately before the Closing shall transfer to Buyer or its applicable Affiliate a timely manner, in accordance with the foregoing legal standards and Laws. (c) Except as required by applicable Law or the terms of the Transition Services Agreement, from and after the Closing, the Automatic Transfer RegulationsEmployees shall cease to participate in and/or accrue further rights or benefits under any Employee Benefit Plans other than the Assumed Benefit Plans (collectively, the “Seller Benefit Plans”). Buyer After the Closing, Seller and/or its Subsidiaries (other than the Company and its Affiliates Subsidiaries) shall provide such information as Seller or its Affiliates may reasonably require in sufficient time to enable Seller be solely responsible for and will indemnify Buyer, the Company and its Affiliates to meet Subsidiaries from and against, any information and consultation requirements they may have pursuant to Liabilities under any Seller Benefit Plan except as set forth in the Transfer Regulations or other applicable Law with or Transition Services Agreement (and, for the avoidance of doubt, except as set forth in relation to their employees or any Employee Representative in connection with the transactions contemplated by this Agreement. Buyer and its Affiliates shall not propose any change to any Automatic Transfer Employee’s working conditions or terms and conditions or employment or otherwise take any action (including communication with any Automatic Transfer Employee or Employee Representative) that is intended to cause an Automatic Transfer Employee to resign prior to the Closing. If the contract of employment of any Employee based in a jurisdiction where the Transfer Regulations might apply does not transfer to the Buyer or any of its Affiliates in accordance with the Transfer Regulations as intended, such Employee shall then be an Offer Employee and Buyer or its Affiliate shall offer such Employee employment in accordance with Section 6.1(b) provided that such offer shall be on the terms that would have applied, including recognition of continuity of service, had the Employee transferred to Buyer or its Affiliates pursuant to the Transfer Regulations8.3).

Automatic Transfer Employees. It is intended that in accordance with the Transfer Regulations, the employment and the contracts of employment of the Automatic Transfer Employees will (other than in respect of any such employee who objects to a transfer or resigns and leaves prior to the Closing Date) transfer automatically to Buyer or one of its Affiliates as a result of the transactions contemplated in this Agreement, and accordingly each such contract of employment shall have effect from the Closing Date as if originally made between Buyer, or its applicable Affiliate, and the applicable Automatic Transfer Employee, and all rights, powers, duties, liabilities and obligations of Seller or its Affiliates in respect of, or in relation to, such Automatic Transfer Employees and their contracts of employment in force immediately before the Closing shall transfer to Buyer or its applicable Affiliate in accordance with the Transfer Regulations. Buyer and its Affiliates shall provide such information as Seller or its Affiliates may reasonably require in sufficient time to enable Seller and its Affiliates to meet any information and consultation requirements they may have pursuant to the Transfer Regulations or other applicable Law with or in relation to their employees or any Employee Representative in connection with the transactions contemplated by this Agreement. Buyer and its Affiliates shall not propose any change to any Automatic Transfer Employee’s working conditions or terms and conditions or employment or otherwise take any action (including communication with any Automatic Transfer Employee or Employee Representative) that is intended to cause an Automatic Transfer Employee to resign prior to the Closing. If the contract of employment of any Employee based in a jurisdiction where the Transfer Regulations might apply does not transfer to the Buyer or any of its Affiliates in accordance with the Transfer Regulations as intended, such Employee shall then be an Offer Employee and Buyer or its Affiliate shall offer such Employee employment in accordance with Section 6.1(b) provided that such offer shall be on the terms that would have applied, including recognition of continuity of service, had the Employee transferred to Buyer or its Affiliates pursuant to the Transfer Regulations. 56 (d) Delayed Transfer Employees. Notwithstanding anything set forth in Section 6.1(b) to the contrary, each Delayed Transfer Employee who has a legal or contractual right to return to employment with a Transferred FH Company or Closing Subsidiary shall become a Transferred Employee effective as of the date on which such Delayed Transfer Employee is eligible to return to active service; provided, that all references in this Agreement to events that take place with respect to Offer Employees as of the Closing shall take place with respect to any Delayed Transfer Employee as of such Delayed Transfer Employee’s commencement of employment with Buyer or one of its Affiliates.

Automatic Transfer Employees. It is intended that (a) Except as otherwise set forth in accordance this Agreement, effective as of the Closing, all rights, powers and Liabilities of Seller and its Subsidiaries to, or in respect of, any Automatic Transfer Employee (including the rights, powers and Liabilities under, in connection with the Transfer Regulations, the employment and the contracts or arising from a Contract of employment of the or employment relationship between an Automatic Transfer Employees will (other than Employee and Seller or any of its Subsidiaries) in respect of any such employee who objects to a transfer or resigns force and leaves effect immediately prior to the Closing Date) transfer automatically to shall remain with, or be transferred by operation of law to, Buyer or one of its Affiliates as a result Subsidiaries. (b) Buyer shall comply (or cause its Subsidiaries to comply) with all applicable provisions of the transactions contemplated Transfer Regulations and other similar country-specific legal standards or applicable Laws in this Agreementrespect of all Automatic Transfer Employees. In furtherance and not in limitation of the preceding sentence, Seller, Selling Subsidiary and accordingly each such contract of employment Buyer shall have effect from the Closing Date (and shall cause their respective Subsidiaries to, as if originally made between Buyer, or its applicable Affiliate, and applicable) comply with all required obligations under the applicable Automatic Transfer Employee, Regulations and all rights, powers, duties, liabilities and obligations of Seller other similar country-specific legal standards or its Affiliates in respect of, or in relation to, such applicable Laws to notify and/or consult with Automatic Transfer Employees or employee representatives, unions, works councils or other employee representative bodies, if any, and shall provide such reasonable information to the other Party as is required by that Party to comply with its notification and/or consultation obligations under any and all such legal standards and Laws. Seller, Selling Subsidiary and Buyer shall indemnify and hold harmless each other (and their contracts respective Indemnified Parties) from and against, and shall compensate and reimburse each other (and their respective Indemnified Parties) for, any and all Losses resulting from or arising out of employment any failure of the other Party to notify and/or consult, or to provide such information in force immediately before the Closing shall transfer to Buyer or its applicable Affiliate a timely manner, in accordance with the Transfer Regulations. Buyer foregoing legal standards and its Affiliates shall provide such information as Seller or its Affiliates may reasonably require in sufficient time to enable Seller and its Affiliates to meet any information and consultation requirements they may have pursuant to the Transfer Regulations or other applicable Law with or in relation to their employees or any Employee Representative in connection with the transactions contemplated by this Agreement. Buyer and its Affiliates shall not propose any change to any Automatic Transfer Employee’s working conditions or terms and conditions or employment or otherwise take any action (including communication with any Automatic Transfer Employee or Employee Representative) that is intended to cause an Automatic Transfer Employee to resign prior to the Closing. If the contract of employment of any Employee based in a jurisdiction where the Transfer Regulations might apply does not transfer to the Buyer or any of its Affiliates in accordance with the Transfer Regulations as intended, such Employee shall then be an Offer Employee and Buyer or its Affiliate shall offer such Employee employment in accordance with Section 6.1(b) provided that such offer shall be on the terms that would have applied, including recognition of continuity of service, had the Employee transferred to Buyer or its Affiliates pursuant to the Transfer RegulationsLaws.

Automatic Transfer Employees. It is intended The Parties agree that in accordance with where the Transfer Regulationstransfer of the Business will constitute the transfer of an undertaking or business (or part thereof) for the purposes of the ARD, the employment and the contracts of employment of the Automatic Transfer Employees will (other than in respect of any such employee who objects to a transfer or resigns and leaves prior to the Closing Date) transfer automatically to Buyer or one of its Affiliates as a result of the transactions contemplated in this Agreement, and accordingly each such contract of employment shall have effect from the Closing Date as if originally made between Buyer, or its applicable Affiliate, and the applicable Automatic Transfer Employee, and all rights, powers, duties, liabilities and obligations of the Seller Parent or its Affiliates the Employing Subsidiaries, as applicable, in respect of, or in relation to, of such Automatic Transfer Employees and their contracts of employment in force immediately before the Closing shall employment, will automatically transfer to the Buyer Parent or its applicable Affiliate a Buyer at the First Closing in accordance with the Transfer RegulationsARD. Buyer and its Affiliates shall provide such information as Seller or its Affiliates may reasonably require in sufficient time With respect to enable Seller and its Affiliates to meet any information and consultation requirements they may have pursuant to the Transfer Regulations or other applicable Law with or in relation to their employees or any Employee Representative in connection with the transactions contemplated by this Agreement. Buyer and its Affiliates shall not propose any change to any each Automatic Transfer Employee’s working conditions or , the Seller Parent and the Buyer Parent accept and agree to apply and comply with the ARD and all of its applicable provisions, and accept and agree that the terms and conditions or of employment or otherwise take any action (including communication with any of each such Automatic Transfer Employee will transfer effective as of the First Closing on such terms as may be prescribed under the ARD and as if such terms and conditions were originally made or Employee Representative) that is intended to cause an agreed between the Buyer Parent and the applicable Automatic Transfer Employee. The Seller Parent and the Buyer Parent shall inform and consult in good faith with any appropriate Employee to resign prior Representative Bodies or the Automatic Transfer Employees or other employees to the Closingextent required by applicable Law. If the contract of employment of any SSD Business Employee based in a jurisdiction where the Transfer Regulations ARD might apply does not transfer to the Buyer Parent or any one of its Affiliates the other Buyers in accordance with the Transfer Regulations ARD as intended, such SSD Business Employee shall then be an Offer Employee and the Buyer Parent or its Affiliate one of the other Buyers shall offer such SSD Business Employee employment in accordance with Section 6.1(b) ); provided that such offer shall be on the terms and conditions that would have applied, including recognition of continuity of service, applied had the SSD Business Employee transferred to the Buyer Parent or its Affiliates one of the other Buyers pursuant to the Transfer RegulationsARD.