Common use of Delayed Employees Clause in Contracts

Delayed Employees. In the event that Seller or Parent hires any individual as a replacement for any Business Employee on or following the twentieth (20th) Business Day prior to the Closing Date (each such individual, a “Delayed Employee”), (i) Seller and Capital One shall cooperate in good faith to facilitate the transfer of such Delayed Employee’s employment from Seller or its Affiliate to Capital One as soon as reasonably practicable following the Closing Date, subject to and conditioned upon the Delayed Employee’s satisfactory completion of Capital One’s standard employment processes and a background check (including a criminal background check), (ii) during the period between the Closing Date and the date the Delayed Employee transfers employment to Capital One, Seller and its Affiliates shall continue to employ such Delayed Employee at Seller’s and its Affiliate’s sole expense and (iii) any liabilities relating to such Delayed Employee that are assumed by Capital One in accordance with this Section 5.8 shall be assumed as of the date the Delayed Employee commences employment with Capital One (and not on the Closing Date).

Delayed Employees. In the event that Seller or Parent hires any individual as a replacement for any Business Employee on or following the twentieth (20th) Business Day prior to the Closing Date (each such individual, a “Delayed Employee”), (i) Seller and Capital One Purchaser shall cooperate in good faith to facilitate the transfer of such Delayed Employee’s employment from Seller or its Affiliate to Capital One Purchaser as soon as reasonably practicable following the Closing Date, subject to and conditioned upon the Delayed Employee’s satisfactory completion of Capital OnePurchaser’s standard employment processes and a background check (including a criminal background check), (ii) during the period between the Closing Date and the date the Delayed Employee transfers employment to Capital OnePurchaser, Seller and its Affiliates shall continue to employ such Delayed Employee at Seller’s and its Affiliate’s sole expense and (iii) any liabilities relating to such Delayed Employee that are assumed by Capital One Purchaser in accordance with this Section 5.8 5.7 shall be assumed as of the date the Delayed Employee commences employment with Capital One Purchaser (and not on the Closing Date).