Common use of Certain Foreign National Employees Clause in Contracts

Certain Foreign National Employees. The parties recognize that certain of the U.S. Transferred Employees and possibly Other U.S. Manitowoc Foodservice Employees are in nonimmigrant visa status or have applications for lawful permanent residence pending with the relevant governmental authorities (the “Affected Foreign National Employees”). The parties further recognize that new or amended petitions with respect to such Affected Foreign National Employees may be required in certain of these cases, unless Manitowoc Foodservice is deemed the “successor-in-interest” to Manitowoc ParentCo (as such term is used in pronouncements by the U.S. Citizenship and Immigration Service (“USCIS”)) with respect to such Affected Foreign National Employees. Accordingly, Manitowoc Foodservice hereby expressly agrees to assume, and Manitowoc ParentCo hereby assigns, in each case effective as of the Manitowoc Foodservice Employment Date, all of the immigration related liabilities of the Affected Foreign National Employees (including, without limitation, any obligations, liabilities and undertakings arising from or under attestations made in each certified and still effective Labor Condition Application filed by Manitowoc ParentCo with respect to any such Affected Foreign National Employees). The parties each agree to take such actions as may reasonably be requested at and following the Manitowoc Foodservice Employment Date to document to the USCIS or such other governmental agency, as the case may be, the “successor-in-interest” relationship with respect to any Affected Foreign National Employees.

Certain Foreign National Employees. The parties recognize that certain of the U.S. Transferred Specified Employees and possibly Other U.S. Manitowoc Foodservice Employees listed on Schedule 9.3 are in nonimmigrant visa status or have applications for lawful permanent residence pending with the relevant governmental authorities Governmental Entities (the “Affected Foreign National Employees”). The parties further recognize that new or amended petitions with respect to such Affected Foreign National Employees may be required in certain of these casescases identified on Schedule 9.3, unless Manitowoc Foodservice the Purchaser (or any of the Purchaser’s Affiliates, as the case may be), is deemed the “successor-in-in- interest” to Manitowoc ParentCo the Seller (as such term is used in pronouncements by the U.S. Citizenship and Immigration Service (“USCIS”)) with respect to such Affected Foreign National Employees. Accordingly, Manitowoc Foodservice the Purchaser hereby expressly agrees to assume, and Manitowoc ParentCo hereby assigns, in each case effective the Seller’s obligations to the USCIS as of “successor-in-interest” under such pending applications with respect to the Manitowoc Foodservice Employment Date, all of the immigration related liabilities of the Affected Foreign National Employees (including, without limitation, including any obligations, liabilities and undertakings obligations arising from or under attestations made in each certified and still effective Labor Condition Application (“LCA”) filed by Manitowoc ParentCo the Seller with respect to any such Affected Foreign National Employees); provided that such assumption shall not grant to any such Affected Foreign National Employee any rights enforceable by such employee against the Purchaser. The parties each agree Each party agrees to use commercially reasonable efforts to take such actions as may reasonably be requested at and following the Manitowoc Foodservice Employment Closing Date to document to the USCIS or such other governmental agencyGovernmental Entity, as the case may be, as may be necessary to memorialize the “successor-in-interest” relationship with respect to any Affected Foreign National Employees. The Seller shall provide the Purchaser with true and complete copies of all applications, petitions and other documentation related to the Affected Foreign National Employees’ immigration status on or before the Closing Date.

Certain Foreign National Employees. The parties recognize that certain of the U.S. Transferred Specified Employees and possibly Other U.S. Manitowoc Foodservice Employees listed on Schedule 9.4 are in nonimmigrant visa status or have applications for lawful permanent residence pending with the relevant governmental authorities Governmental Entities (the “Affected Foreign National Employees”). The parties further recognize that new or amended petitions with respect to such Affected Foreign National Employees may be required in certain of these casescases identified on Schedule 9.4, unless Manitowoc Foodservice the Purchaser (or any of the Purchaser’s Affiliates, as the case may be), is deemed the “successor-in-in- interest” to Manitowoc ParentCo the Seller (as such term is used in pronouncements by the U.S. Citizenship and Immigration Service (“USCIS”)) with respect to such Affected Foreign National Employees. Accordingly, Manitowoc Foodservice the Purchaser hereby expressly agrees to assume, and Manitowoc ParentCo hereby assigns, in each case effective the Seller’s obligations to the USCIS as of “successor-in-interest under such pending applications with respect to the Manitowoc Foodservice Employment Date, all of the immigration related liabilities of the Affected Foreign National Employees (including, without limitation, including any obligations, liabilities and undertakings obligations arising from or under attestations made in each certified and still effective Labor Condition Application (“LCA”) filed by Manitowoc ParentCo the Seller with respect to any such Affected Foreign National Employees); provided that such assumption shall not grant to any such Affected Foreign National Employee any rights enforceable by such employee against the Purchaser. The parties each agree Each party agrees to use commercially reasonable efforts to take such actions as may reasonably be requested at and following the Manitowoc Foodservice Employment Closing Date to document to the USCIS or such other governmental agencyGovernmental Entity, as the case may be, as may be necessary to memorialize the “successor-in-interest” relationship with respect to any Affected Foreign National Employees. The Seller shall provide the Purchaser with true and complete copies of all applications, petitions and other documentation related to the Affected Foreign National Employees’ immigration status on or before the Closing Date.

Certain Foreign National Employees. The parties recognize that certain of the U.S. Transferred Specified Employees and possibly Other U.S. Manitowoc Foodservice Employees listed on Schedule 6.6(d) are in nonimmigrant visa status or have applications for lawful permanent residence pending with the relevant governmental authorities Governmental Entities (the “Affected Foreign National Employees”). The parties further recognize that new or amended petitions with respect to such Affected Foreign National Employees may be required in certain of these casescases identified on Schedule 6.6(d), unless Manitowoc Foodservice Lantiq US (or any of its Affiliates, as the case may be) is deemed the “successor-in-in- interest” to Manitowoc ParentCo Seller (as such term is used in pronouncements by the U.S. Citizenship and Immigration Service (“USCIS”)) with respect to such Affected Foreign National Employees. Accordingly, Manitowoc Foodservice Lantiq US hereby expressly agrees to assume, and Manitowoc ParentCo hereby assigns, in each case effective assume Seller’s obligations to the USCIS as of “successor-in-interest” under such pending applications with respect to the Manitowoc Foodservice Employment Date, all of the immigration related liabilities of the Affected Foreign National Employees (including, without limitation, including any obligations, liabilities and undertakings obligations arising from or under attestations made in each certified and still effective Labor Condition Application (“LCA”) filed by Manitowoc ParentCo Seller with respect to any such Affected Foreign National Employees); provided that such assumption shall not grant to any such Affected Foreign National Employee any rights enforceable by such employee against Lantiq US. The parties each agree Each party agrees to use commercially reasonable efforts to take such actions as may reasonably be requested at and following the Manitowoc Foodservice Employment Closing Date to document to the USCIS or such other governmental agencyGovernmental Entity, as the case may be, as may be necessary to memorialize the “successor-in-interest” relationship with respect to any Affected Foreign National Employees. Seller shall provide Purchaser with true and complete copies of all applications, petitions and other documentation related to the Affected Foreign National Employees’ immigration status on or before the Closing Date.