Common use of Employee and Independent Contractor Matters Clause in Contracts

Employee and Independent Contractor Matters. (a) Seller agrees to use its reasonable efforts to assist Buyer in its efforts to employ any employees of Seller and engage any independent contractors of Seller. Buyer agrees to hire substantially all the employees of Seller. Any employees of Seller who accept employment with Buyer, execute any documents required by Buyer to be executed in connection therewith and begin employment with Buyer are referred to herein collectively as the “Hired Employees.” (b) Buyer will have no obligation to offer employment to, and will have no Liability to, any employee of Seller, including any employee who, on the Closing Date, is not actively employed by Seller or is on job protected leave, military service leave or layoff (whether or not with recall rights), or whose employment has been terminated (voluntarily or involuntarily) or who has retired prior to the Closing Date other than those employees on statutorily-mandated leave or military service leave set forth on Schedule 3.9(b). Seller will bear all responsibility for, and related costs associated with the termination of its employees, including complying with the federal Worker Adjustment and Retraining Notification Act (“WARN”) and similar Laws. Seller will not provide any notice to employees pursuant to WARN or similar Laws without prior approval by Buyer, which Buyer shall not unreasonably delay or withhold from Seller. (c) Prior to the Closing, Seller will terminate, effective no later than as of the close of business on the Business Day immediately preceding the Closing Date, all employees and independent contractors of Seller who have not been made any offer of employment or engagement with Buyer or declined employment or engagement with Buyer. Simultaneously with such termination, Seller will pay each such terminated employee and each such terminated independent contractors all accrued wages, salaries, and fees, accrued vacation, accrued sick and personal time, if any are owed and due under Law, and all other amounts due from Seller to such employees and independent contractors, and termination or severance pay in accordance with any contract or Law. (d) Nothing contained in this Agreement, any Ancillary Document or any other document contemplated hereby or thereby will confer upon any Hired Employee or any other present or former employee of Seller any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, any Ancillary Document or any other document contemplated hereby or thereby, including any right to employment or continued employment or to any compensation or benefits that may be provided, directly or indirectly, under any employee benefit plan, policy or arrangement of Buyer, nor will anything contained in this Agreement, any Ancillary Document or any other document contemplated hereby or thereby constitute a limitation on or restriction against the right of Buyer to amend, modify or terminate any such plan, policy or arrangement or compensation, benefits or other terms or conditions of employment. (e) Seller and Buyer agree that Seller will be liable for all Liabilities of Seller with respect to the employees and independent contractors of Seller (including all Hired Employees) arising or accruing prior to the Closing Date and including any employment Taxes imposed with respect to any payments of compensation to employees and independent contractors arising in connection with the transactions contemplated by this Agreement, regardless of whether arising on or before the Closing, and Buyer will be and become liable for all employment-related Liabilities of the Hired Employees and all Liabilities with respect to independent contractors, in each case, first arising after the Closing Date.

Employee and Independent Contractor Matters. (a) Seller agrees to use its reasonable efforts to assist Buyer Purchaser in its efforts to employ any employees of Seller and engage any independent contractors of Seller. Buyer agrees to hire substantially all the employees of Seller. Any employees of Seller who accept an offer of employment with BuyerPurchaser, execute any all documents required by Buyer Purchaser to be executed in connection therewith and begin employment with Buyer Purchaser are referred to herein collectively as the “Hired Employees.” (b) Buyer Purchaser will have no obligation to offer employment to, and will have no Liability to, any employee of Seller, including any employee who, on the Closing Date, is not actively employed by Seller or is on job job-protected leave, military service leave or layoff (whether or not with recall rights), or whose employment has been terminated (voluntarily or involuntarily) or who has retired prior to the Closing Date other than those employees on statutorily-mandated leave or military service leave set forth on Schedule 3.9(b)Date. Seller will bear all responsibility for, and related costs associated with the termination of its employees, including complying with the federal Worker Workers Adjustment and Retraining Notification Act (“WARN”) and similar Laws. Seller will not provide any notice to employees pursuant to WARN or similar Laws without prior approval by Buyer, which Buyer shall not unreasonably delay or withhold from SellerPurchaser. (c) Prior to the Closing, Seller will terminate, effective no later than as of the close of business on the Business Day immediately preceding the Closing Date, all employees and independent contractors of Seller who have not been made any offer of employment or engagement with Buyer Purchaser or declined employment or engagement with BuyerPurchaser. Simultaneously with such termination, Seller will pay each such terminated employee and each such terminated independent contractors all accrued wages, salaries, and fees, accrued vacation, accrued sick and personal time, if any are owed and due under Lawany, and all other amounts due from Seller to such employees and independent contractors, and termination or severance pay in accordance with any contract or Law. (d) Nothing contained in this Agreement, any Ancillary Document Related Agreement or any other document contemplated hereby or thereby will confer upon any Hired Employee or any other present or former employee of Seller any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, any Ancillary Document Related Agreement or any other document contemplated hereby or thereby, including any right to employment or continued employment or to any compensation or benefits that may be provided, directly or indirectly, under any employee benefit plan, policy or arrangement of BuyerPurchaser, nor will anything contained in this Agreement, any Ancillary Document Related Agreement or any other document contemplated hereby or thereby constitute a limitation on or restriction against the right of Buyer Purchaser to amend, modify or terminate any such plan, policy or arrangement or compensation, benefits or other terms or conditions of employment. (e) Seller and Buyer agree that Seller will be liable for all Liabilities of Seller with respect to the employees and independent contractors of Seller (including all Hired Employees) arising or accruing on or prior to the Closing Date and including any employment and payroll Taxes imposed with respect to any payments of compensation to employees and independent contractors arising in connection with the transactions contemplated by this Agreement, regardless of whether arising on or before the Closing, and Buyer Purchaser will be and become liable for all employment-related Liabilities of the Hired Employees and all Liabilities with respect to independent contractors, in each case, first arising after the Closing Date.

Employee and Independent Contractor Matters. (a) Seller agrees Sellers agree to use its their commercially reasonable efforts to assist Buyer Purchasers in its efforts to employ any the Key Employees and substantially all employees of Seller Sellers, other than the Equityholders (except for any Equityholder who is a Key Employee), who are able to pass the background check that is a part of Purchasers’ internal hiring requirements and engage any substantially all of the independent contractors of Seller. Buyer agrees to hire substantially all Sellers, and the parties acknowledge and agree that employees of SellerSellers may contract with Purchaser to provide services to Purchasers following the Closing. Any employees of Seller Sellers who accept an offer of employment with Buyer, execute any documents Purchasers may be required by Buyer Purchasers to be executed execute documents in connection therewith and begin employment with Buyer or service to Purchasers are referred to herein collectively as the “Hired EmployeesService Providers”.” (b) Buyer RGA Purchaser will have no obligation to offer employment toto substantially all employees of RGA, and will have no Liability toother than the Equityholders, any employee who are able to pass the background check that is a part of SellerRGA Purchaser’s internal hiring requirements, including any employee who, on the Closing Date, is not actively employed by Seller RGA or is on job job-protected leave, military service leave or layoff (whether or not with recall rights), or on terms and conditions of employment at least equivalent to those provided by RGA on the Closing Date. RGA Purchaser will offer all acquired employees comprehensive employee benefit packages equivalent to that provided to RGA Purchaser’s other similarly situated employees. Purchasers will not have any Liability to any individual, whose employment with RGA has been terminated (voluntarily or involuntarily) or who has retired prior to the Closing Date other than those employees on statutorily-mandated leave or military service leave set forth on Schedule 3.9(b)Date. Seller RGA will bear all responsibility for, and related costs associated with the termination of its employees, including complying with the federal Worker Workers Adjustment and Retraining Notification Act (“WARN”) and similar state or local Laws. Seller Sellers will not provide any notice to employees pursuant to WARN or similar state or local Laws without prior approval by Buyer, which Buyer shall not unreasonably delay or withhold from Sellernotice to RGA Purchaser. (c) Prior to the Closing, Seller RGA will terminate, effective no later than as of the close of business on the Business Day immediately preceding the Closing Date, all employees and independent contractors of Seller RGA who have not been made any offer of employment or engagement with Buyer RGA Purchaser or declined employment or engagement with BuyerPurchaser. Simultaneously with such termination, Seller RGA will pay each such terminated employee and each such terminated independent contractors contractor all accrued wages, salaries, and fees, accrued vacation, accrued sick and personal time, if any are owed and due under Lawany, and all other amounts due from Seller RGA to such employees and independent contractors, and termination or severance pay in accordance with any contract or Law. (d) Nothing contained in this Agreement, any Ancillary Document Related Agreement or any other document contemplated hereby or thereby thereby, will confer upon any Hired Employee Service Provider or any other present or former employee of Seller RGA any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, any Ancillary Document Related Agreement or any other document contemplated hereby or thereby, including any right to employment or continued employment or to any compensation or benefits that may be provided, directly or indirectly, under any employee benefit plan, policy or arrangement of BuyerPurchasers, nor will anything contained in this Agreement, any Ancillary Document Related Agreement or any other document contemplated hereby or thereby constitute a limitation on or restriction against the right of Buyer Purchasers to amend, modify or terminate any such plan, policy or arrangement or compensation, benefits or other terms or conditions of employment. (e) Seller Sellers and Buyer Purchasers agree that Seller Sellers will be liable for all employment-related Liabilities of Seller Sellers with respect to the employees (including the employment Taxes imposed with respect thereto) and independent contractors of Seller Sellers (including all Hired EmployeesService Providers) first arising or accruing prior to the Closing Date and including any employment Taxes imposed with respect to any payments of compensation to employees and independent contractors arising in connection with the transactions contemplated by this Agreement, regardless of whether arising or accruing on or before the Closing (for the avoidance of doubt, with respect to services provided on or prior to Closing), and Buyer Purchasers will be and become liable for all employment-related Liabilities of the Hired Employees Service Providers (including the employment Taxes imposed with respect thereto) and all Liabilities with respect to independent contractors, in each case, first arising on or after the Closing Date, provided however, Purchasers shall not be responsible for (and Sellers shall be responsible for) any such expenses which constitute Transaction Expenses under Section 9.11 (including any bonuses paid on the Closing Date to employees). Purchasers and each Seller will adopt the “standard procedure” for preparing and filings Forms W-2, as described in Revenue Procedure 2004-53.

Employee and Independent Contractor Matters. (a) Seller agrees not to use its reasonable efforts to assist Buyer impede Purchaser in its efforts to interview and employ any employees of Seller and engage any independent contractors of Seller. Buyer agrees to hire substantially all , and the parties acknowledge and agree that employees of SellerSeller may contract with Purchaser to provide services to Purchaser following the Closing. Any employees of Seller who accept an offer of employment with BuyerPurchaser, execute any all documents required by Buyer Purchaser to be executed in connection therewith and begin employment with Buyer or service to Purchaser are referred to herein collectively as the “Hired EmployeesService Providers.” (b) Buyer Purchaser will have no obligation to offer employment to, and will have no Liability to, any employee or independent contractor of Seller, including any employee who, on the Closing Date, is not actively employed by Seller or is on job job-protected leave, military service leave or layoff (whether or not with recall rights), or whose employment has been terminated (voluntarily or involuntarily) or who has retired on or prior to the Closing Date other than those employees on statutorily-mandated leave or military service leave set forth on Schedule 3.9(b)Date. Seller will bear all responsibility for, and related costs associated with the termination of its employees, including complying with the federal Worker Workers Adjustment and Retraining Notification Act (“WARN”) and similar state or local Laws. Seller will not provide any notice to employees pursuant to WARN or similar state or local Laws without prior written approval by Buyer, which Buyer shall not unreasonably delay or withhold from SellerPurchaser. (c) Prior to the Closing, Seller will terminate, effective no later than as of the close of business on the Business Day immediately preceding the Closing Date, all employees and independent contractors of Seller who have not been made any accepted an offer of employment or engagement with Buyer or declined employment or engagement with BuyerPurchaser. Simultaneously with such termination, Seller will pay each such terminated employee and each such terminated independent contractors contractor all accrued wages, salaries, and fees, accrued vacation, COBRA benefits, accrued sick and personal time, if any are owed and due under Lawany, and all other amounts due from Seller to such employees and independent contractors, and termination or severance pay in accordance with any contract or Law. (d) Nothing contained in this Agreement, any Ancillary Document Related Agreement or any other document contemplated hereby or thereby will confer upon any Hired Employee Service Provider or any other present or former employee of Seller any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, any Ancillary Document Related Agreement or any other document contemplated hereby or thereby, including any right to employment or continued employment or to any compensation or benefits that may be provided, directly or indirectly, under any employee benefit plan, policy or arrangement of BuyerPurchaser, nor will anything contained in this Agreement, any Ancillary Document Related Agreement or any other document contemplated hereby or thereby constitute a limitation on or restriction against the right of Buyer Purchaser to amend, modify or terminate any such plan, policy or arrangement or compensation, benefits or other terms or conditions of employment. (e) Seller and Buyer Purchaser agree that Seller will be liable for all Liabilities of Seller with respect to the employees and independent contractors of Seller (including all Hired EmployeesService Providers) arising or accruing on or prior to the Closing Date and including any employment Taxes imposed with respect to any payments of compensation to employees and independent contractors arising in connection with the transactions contemplated by this Agreement, regardless of whether arising on or before or as a result of the Closing, Seller will not be liable for any Liabilities arising from or with respect to Hired Service Providers after the Closing, and Buyer Purchaser will be and become liable for all employment-related Liabilities of the Hired Employees Service Providers and all Liabilities with respect to independent contractors, in each case, first arising after the Closing Date.

Employee and Independent Contractor Matters. (a) Seller agrees Sellers agree to use its their reasonable commercial efforts to assist Buyer Purchaser in its efforts to employ any employees of Seller Sellers and engage any independent contractors of Seller. Buyer agrees to hire substantially all Sellers, and the Parties acknowledge and agree that employees of SellerSellers may contract with Purchaser to provide services to Purchaser following the Closing. Any employees of Seller Sellers who accept an offer of employment with BuyerPurchaser, execute any all documents required by Buyer Purchaser to be executed in connection therewith and begin employment with Buyer or service to Purchaser are referred to herein collectively as the “Hired EmployeesService Providers.” (b) Buyer Purchaser will have no obligation to offer employment to, and will have no Liability to, any employee or independent contractor of SellerSellers, including any employee who, on the Closing Date, is not actively employed by Seller Sellers or is on job job-protected leave, military service leave or layoff (whether or not with recall rights), or whose employment has been terminated (voluntarily or involuntarily) or who has retired on or prior to the Closing Date other than those employees on statutorily-mandated leave or military service leave set forth on Schedule 3.9(b)Date. Seller Sellers will bear all responsibility for, and related costs associated with the termination of its employees, including complying with the federal Worker Workers Adjustment and Retraining Notification Act (“WARN”) and similar state or local Laws. Seller Sellers will not provide any notice to employees pursuant to WARN or similar state or local Laws without prior written approval by Buyer, which Buyer shall not unreasonably delay or withhold from SellerPurchaser. (c) Prior to the Closing, Seller Sellers will terminate, effective no later than as of the close of business on the Business Day immediately preceding the Closing Date, all employees and independent contractors of Seller Sellers who have not been made any accepted an offer of employment or engagement with Buyer or declined employment or engagement with BuyerPurchaser. Simultaneously with such termination, Seller Sellers will pay each such terminated employee and each such terminated independent contractors contractor all accrued wages, salaries, and fees, accrued vacation, COBRA benefits, accrued sick and personal time, if any are owed and due under Lawany, and all other amounts due from Seller Sellers to such employees and independent contractors, and termination or severance pay in accordance with any contract or Law. (d) Nothing contained in this Agreement, any Ancillary Document Related Agreement or any other document contemplated hereby or thereby thereby, will confer upon any Hired Employee Service Provider or any other present or former employee of Seller Sellers any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, any Ancillary Document Related Agreement or any other document contemplated hereby or thereby, including any right to employment or continued employment or to any compensation or benefits that may be provided, directly or indirectly, under any employee benefit plan, policy or arrangement of BuyerPurchaser, nor will anything contained in this Agreement, any Ancillary Document Related Agreement or any other document contemplated hereby or thereby constitute a limitation on or restriction against the right of Buyer Purchaser to amend, modify or terminate any such plan, policy or arrangement or compensation, benefits or other terms or conditions of employment. (e) Seller Sellers and Buyer Purchaser agree that Seller Sellers will be liable for all Liabilities of Seller Sellers with respect to the employees and independent contractors of Seller Sellers (including all Hired EmployeesService Providers) arising or accruing on or prior to the Closing Date and including any employment Taxes imposed with respect to any payments of compensation to employees and independent contractors arising in connection with the transactions contemplated by this AgreementAgreement and related to any COBRA benefits, regardless of whether arising on or before or as a result of the Closing, and Buyer Purchaser will be and become liable for all employment-related Liabilities of the Hired Employees Service Providers and all Liabilities with respect to independent contractors, in each case, first arising after the Closing Date.