Common use of Employee and Benefit Plan Matters Clause in Contracts

Employee and Benefit Plan Matters. (a) CEOC and CERP agree to, as promptly as reasonably practicable following the Effective Date, use commercially reasonable efforts to transfer, or cause their respective Subsidiaries to transfer, to the Company, the employment of the individuals with positions set forth on Schedule II attached hereto (the “Transferring Employees”) and assign to the Company all employment-related obligations associated therewith, including, as applicable, (i) employment agreements, (ii) collective bargaining agreements and (iii) where Transferring Employees are represented by a union but their terms and conditions of employment are not set forth in any collective bargaining agreement, the obligation to bargain and negotiate with the applicable union. All individuals set forth on Schedule II, including newly hired employees who replace any such individual who terminates employment following the Effective Date, shall be Transferring Employees, even if any such individual is on a leave of absence, including paid or unpaid leave, disability, medical, personal, layoff, jury duty, bereavement or any other form of authorized leave. The parties hereto understand and agree that the positions identified on Schedule II attached hereto may be expanded or eliminated in the ordinary course of business consistent with past practice. Notwithstanding the foregoing, if the Steering Committee determines in its discretion that the transfer of employment and employment-related obligation in respect of any Transferring Employee or group of Transferring Employees, including, any Transferring Employees who are represented by a union, as contemplated by this Section 7.13(a) is not permitted under applicable Law or could result in material liability to any of CEOC, CERP, CGPH or any of their respective Subsidiaries, which liability can be avoided or mitigated in any respect by delaying such transfer, then the Steering Committee may delay such transfer until such time as the Steering Committee determines in its sole discretion that applicable Law so permits or that the likelihood of any material liability to any of CEOC, CERP, CGPH or their respective Subsidiaries resulting from such transfer has been reduced.

Employee and Benefit Plan Matters. (a) CEOC Each of the Parties shall cooperate and CERP agree use commercially reasonable best efforts to, as promptly as reasonably practicable following the Effective Datedate hereof, use commercially reasonable efforts identify any Property Employee who provides a supervisory function to transferone or more of the Casinos, on the one hand, and to other facilities owned or operated by the Caesars Parties (other than the Purchased Entities or their Subsidiaries) on the other hand (such employees, the “Management Employees”). The Caesars Parties shall, and shall cause each of their respective Subsidiaries to transferto, to the Company, transfer and assign the employment of the individuals with positions set forth on Schedule II attached hereto (the “Transferring Employees”) of, and assign to the Company all employment-related obligations associated therewith, including, as applicable, (iincluding but not limited to employment Contracts) employment agreements, (ii) collective bargaining agreements and (iii) where Transferring Employees are represented by a union but their terms and conditions of employment are not set forth in any collective bargaining agreement, the obligation to bargain and negotiate with the applicable union. All individuals set forth on Schedule II, including newly hired employees who replace any such individual who terminates employment following the Effective Date, shall be Transferring Employees, even if any such individual is on a leave of absence, including paid or unpaid leave, disability, medical, personal, layoff, jury duty, bereavement or any other form of authorized leave. The parties hereto understand and agree that the positions identified on Schedule II attached hereto may be expanded or eliminated in the ordinary course of business consistent with past practice. Notwithstanding the foregoing, if the Steering Committee determines in its discretion that the transfer of employment and employment-related obligation in respect of any Transferring Employee or group of Transferring Employees, includingof, any Transferring Management Employees who are represented employed by a union, as contemplated by this Section 7.13(a) is not permitted under applicable Law or could result in material liability to any of CEOC, CERP, CGPH the Company Parties or any of the Purchased Entities (or their respective Subsidiaries) to Services Co. effective as of the Closing Date (or, which liability can be avoided if Services Co. has not then been established, to CEOC or mitigated in any respect by delaying one of its Affiliates), such transferthat, then as of the Steering Committee may delay such transfer until such time as Closing Date, none of the Steering Committee determines in its sole discretion that applicable Law so permits or that the likelihood of any material liability to any of CEOC, CERP, CGPH Purchased Entities or their respective Subsidiaries resulting from is an employer of any Management Employees. The Caesars Parties shall, and shall cause each of their respective Subsidiaries to, transfer and assign the employment of, and all employment-related obligations (including but not limited to employment Contracts) of, any Property Employees (other than Management Employees) employed by the Caesars Parties or their Subsidiaries (other than the Purchased Entities or their respective Subsidiaries) to the Purchased Entities or their respective Subsidiaries prior to the Closing Date, such transfer has been reducedthat, as of the Closing Date, a Purchased Entity or its Subsidiary is the employer of the then-current Property Employees.