Common use of Czech Republic Employees Clause in Contracts

Czech Republic Employees. This Section 6.10(c) applies only to Employees employed in the Czech Republic by HON Czech Controls (“Czech Republic Employees”). (i) The parties understand and agree that after the Closing, contracts of employment for Czech Republic Employees, including the individuals listed in Section 6.10(c) of the Disclosure Schedule, will, to the extent required by applicable Law, remain in effect, and the Czech Republic Employees’ rights and obligations arising from their employment relationships (i.e., the terms and conditions of employment) will remain unchanged and unaffected by and after the Closing unless changes are permitted by applicable Law or unless Czech Republic Employees and HON Czech Controls mutually agree to amend or terminate any of the contracts of employment for such Czech Republic Employees. (ii) Sellers represent that, to the Knowledge of the Sellers, Section 6.10(c) of the Disclosure Schedule lists all Czech Republic Employees; however, for the avoidance of doubt, Purchaser agrees to continue to employ all Czech Republic Employees, regardless of whether they are listed in Section 6.10(c) of the Disclosure Schedule. (iii) Purchaser or HON Czech Controls shall be solely responsible for any amounts becoming payable to Czech Republic Employees under the statutory severance plan or other applicable Laws as a result of their separation from employment with Purchaser or HON Czech Controls at any time on or after the Closing Date, notwithstanding that such amount must be calculated by reference to periods of employment with HON Czech Controls and the Sellers and their Affiliates prior to Closing as well as periods of employment with Purchaser and HON Czech Controls after the Closing. (iv) On and after the Closing Date, HON Czech Controls shall be obliged to pay when due all Liabilities of the Sellers or HON Czech Controls relating to accrued wages, accrued cash bonuses payable pursuant to the MIP for the period from January 1, 2011 through the Closing (in the event the Closing occurs after January 1, 2011), accrued cash bonuses payable pursuant to the SIP, earned but unused vacation, and accrued leave as of the Closing Date with respect to Czech Republic Employees, in each case (other than Liabilities in the nature of wages that would constitute Assumed Liabilities pursuant to Section 2.4(d)(ii) or (iii)), solely to the extent reflected as a Liability in Final Net Working Capital. For the avoidance of doubt, regardless of the date on which the Closing occurs, the Sellers shall retain and pay when due the cash bonuses payable pursuant to the MIP for calendar year 2010 to the Czech Republic Employees who earned such bonuses.

Appears in 3 contracts

Samples: Asset and Stock Purchase Agreement (Sensata Technologies Holding N.V.), Asset and Stock Purchase Agreement (Sensata Technologies B.V.), Asset and Stock Purchase Agreement (Sensata Technologies Holding N.V.)

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Czech Republic Employees. This Section 6.10(c) applies only to Employees employed in the Czech Republic by HON Czech Controls (“Czech Republic Employees”). (i) The parties understand and agree that after the Closing, contracts of employment for Czech Republic Employees, including the individuals listed in Section 6.10(c) of the Disclosure Schedule, will, to the extent required by applicable Law, remain in effect, and the Czech Republic Employees’ rights and obligations arising from their employment relationships (i.e., the terms and conditions of employment) will remain unchanged and unaffected by and after the Closing unless changes are permitted by applicable Law or unless Czech Republic Employees and HON Czech Controls mutually agree to amend or terminate any of the contracts of employment for such Czech Republic Employees. (ii) Sellers represent that, to the Knowledge of the Sellers, Section 6.10(c) of the Disclosure Schedule lists all Czech Republic Employees; however, for the avoidance of doubt, Purchaser agrees to continue to employ all Czech Republic Employees, regardless of whether they are listed in Section 6.10(c) of the Disclosure Schedule. (iii) Purchaser or HON Czech Controls shall be solely responsible for any amounts becoming payable to Czech Republic Employees under the statutory severance plan or other applicable Laws as a result of their separation from employment with Purchaser or HON Czech Controls at any time on or after the Closing Date, notwithstanding that such amount must be calculated by reference to periods of employment with HON Czech Controls and the Sellers and their Affiliates prior to Closing as well as periods of employment with Purchaser and HON Czech Controls after the Closing. (iv) On and after the Closing Date, HON Czech Controls shall be obliged to pay when due all Liabilities of the Sellers or HON Czech Controls relating to accrued wages, accrued cash bonuses payable pursuant to the MIP for the period from January 1, 2011 through the Closing (in the event the Closing occurs after January 1, 2011), accrued cash bonuses payable pursuant to the SIP, earned but unused vacation, and accrued leave as of the Closing Date with respect to Czech Republic Employees, in each case (other than Liabilities in the nature of wages that would constitute Assumed 66 Liabilities pursuant to Section 2.4(d)(ii) or (iii)), solely to the extent reflected as a Liability in Final Net Working Capital. For the avoidance of doubt, regardless of the date on which the Closing occurs, the Sellers shall retain and pay when due the cash bonuses payable pursuant to the MIP for calendar year 2010 to the Czech Republic Employees who earned such bonuses.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement

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