Common use of Employee and Related Matters Clause in Contracts

Employee and Related Matters. (a) Following the Effective Time, MB shall maintain or cause to be maintained employee benefit plans for the benefit of employees (as a group) who are employees of TCG and its Subsidiaries on the Closing Date ("Covered Employees") that provide employee benefits which, in the aggregate, are substantially comparable (and equivalent) to the employee benefits that are made available on a uniform and non-discriminatory basis to similarly situated employees of MB or its Subsidiaries (other than TCG and its Subsidiaries), as applicable; provided that (i) in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of MB or its Subsidiaries; and (ii) until such time as MB shall cause Covered Employees to participate in the benefit plans that are made available to similarly situated employees of MB or its Subsidiaries (other than TCG and its Subsidiaries), a Covered Employee's continued participation in employee benefit plans of TCG or its Subsidiaries shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the MB Benefit Plans may commence at different times with respect to each MB Benefit Plan). To the extent that a Covered Employee becomes eligible to participate in a MB Benefit Plan, MB shall cause such MB Benefit Plan to recognize years of prior service from the date of the most recent hire of such Covered Employee with TCG or its Subsidiaries for purposes of eligibility, participation, vesting and, except under any plan that determines benefits on an actuarial basis, for benefit accrual, but only to the extent that such service was recognized immediately prior to the Closing Date under a comparable TCG Benefit Plan in which such Covered Employee was eligible to participate immediately prior to the Effective Time; provided, that such recognition of service shall not operate to duplicate any benefits of a Covered Employee with respect to the same period of service.

Employee and Related Matters. (a) Following As of the Effective Time, MB shall maintain or cause to be maintained employee benefit plans Closing Date and for the benefit a period of employees (as a group) who are employees of TCG and its Subsidiaries on at least 12 months following the Closing Date ("Covered Employees") that provide employee benefits whichthe “Benefits Continuation Period”), in the aggregate, are substantially comparable (and equivalent) Buyer shall cause each of the Business Employees to be offered employment by the employee benefits that are made available on a uniform and non-discriminatory basis to similarly situated employees of MB Company or its Subsidiaries Affiliates, on terms and conditions that, at minimum, will include (i) the same or more favorable annual base salaries and incentive compensation opportunities (other than TCG and its Subsidiaries), as applicable; provided that (i) in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of MB or its Subsidiaries; and (ii) until such time as MB shall cause Covered Employees to participate in the benefit plans that are made available to similarly situated employees of MB or its Subsidiaries (other than TCG and its Subsidiaries), a Covered Employee's continued participation in employee benefit plans of TCG or its Subsidiaries shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the MB Benefit Plans may commence at different times with respect to each MB Benefit Plan). To the extent that a Covered Employee becomes eligible to participate in a MB Benefit Plan, MB shall cause such MB Benefit Plan to recognize years of prior service from the date of the most recent hire of such Covered Employee with TCG or its Subsidiaries for purposes of eligibility, participation, vesting and, except under any plan that determines benefits on an actuarial basis, for benefit accrual, but only equity-based compensation to the extent that such service was recognized applicable) as the Business Employee received immediately prior to the Closing Date under a and (ii) other compensation and employee benefits that are substantially comparable TCG Benefit Plan to or more favorable than those received by similarly situated employees of the Buyer and its Affiliates. Business Employees who accept such offers of employment from the Company or any of its Affiliates are referred to herein as “Continuing Employees.” The Seller shall cause all Continuing Employees to be terminated by the Seller’s Affiliate (the “Current Employer”) as of the Closing Date, and the Buyer shall cause all Continuing Employees to become new employees of the Company, the Buyer or any respective Affiliate thereof (the “Post-Closing Employer”), as applicable, as of the Closing Date, and such employment by the Post-Closing Employer shall be deemed for all purposes to have occurred with no interruption or break in which such Covered Employee was eligible service. The Seller shall pay or cause to participate immediately prior be paid any accrued paid time off owed to the Effective Time; providedContinuing Employees as of the Closing Date. Notwithstanding the foregoing, the Buyer shall cause the Company or its Affiliates to extend as of the Closing Date only conditional offers of employment to all of the Business Employees who, as of the Closing Date, are on leave of absence status including pursuant to military leave or other types of leave that provide a legal right of reemployment upon termination or expiration of such recognition leave (each, a “Leave Employee”), and such offers shall be conditioned as follows: (x) if the Current Employer, in consultation with the Buyer, determines that a Leave Employee is able to return to work in accordance with applicable Law at the end of service such leave and within one year of the Closing Date (or such longer period as may be required by applicable Law), the Buyer shall thereupon cause the Company or an Affiliate thereof, as applicable, to convert the conditional offer of employment to an offer of immediate employment subject to the provisions of this Section 6.10, and (y) if any such Leave Employee is not operate able to duplicate return to work within one year of the Closing Date (or such longer period as may be required by applicable Law), as determined by the Current Employer in consultation with the Buyer, the Seller shall be solely responsible for any compensation, employee benefits of a Covered Employee or other obligations, if any, with respect to the same period of servicesuch Leave Employee.

Employee and Related Matters. (a) Following the Effective Time, MB shall maintain or cause Prior to be maintained employee benefit plans for the benefit of employees (as a group) who are employees of TCG and its Subsidiaries on the Closing Date Date, Buyer has made, or has caused an Affiliate of Buyer ("Covered Employees") that provide employee benefits which, in the aggregate, are substantially comparable (and equivalent“Employer”) to make, a Qualifying Offer of employment to each of the employee benefits that are made available Business Employees. For purposes of this Agreement, a “Qualifying Offer” shall (i) be a written offer of employment substantially consistent with the terms of this Section 6.05 to a Business Employee for employment with Employer, (ii) be on a uniform and non-discriminatory basis terms or conditions comparable to similarly situated employees of MB Employer (with credit for years of service solely for purposes of vacation, paid time, sick leave, disability and severance entitlement and vesting and eligibility under any employee benefit plan (as defined in Section 3(3) of ERISA) maintained by Employer or its Subsidiaries (other than TCG and its SubsidiariesAffiliate for similarly situated employees of Employer), (iii) offer employment at a principal work place no more than fifty (50) miles from such Business Employee’s principal work place as applicable; of the date of the Qualifying Offer, (iv) provide the same or more favorable annualized base salary as such Business Employee received as of the date of the Qualifying Offer, (v) provide that such employment will be effective (contingent upon the Business Employee’s timely acceptance of the Qualifying Offer in accordance with its terms and conditions, which Qualifying Offer shall provide that the Business Employee has until 2:00 p.m. Central Standard Time on April 1, 2019 for the Business Employee to accept) as of the Closing Date except as provided that below, and (vi) otherwise be subject to the applicable employee screening and testing policies and procedures of Buyer or Employer and not inconsistent in any material respect with Buyer’s or Employer’s standard terms, conditions and policies of employment. A Business Employee who signifies his or her acceptance of a Qualifying Offer, but does not report for work as specified in the Qualifying Offer and does not otherwise satisfy each of the terms and conditions of such Qualifying Offer, shall be deemed not to have accepted the Qualifying Offer. A Business Employee who accepts and complies with the terms and conditions of a Qualifying Offer and assumes employment with Employer shall become an employee of Employer (a “Transferred Employee”) as of the following date and time: (i) in no event shall any Covered the case of a Business Employee be eligible to participate in any closed or frozen plan who is not on a leave of MB or its Subsidiariesabsence on the Closing Date, 12:00 a.m. of the day after the Closing Date; and (ii) until such time as MB shall cause Covered Employees to participate in the benefit plans that are made available to similarly situated employees case of MB or its Subsidiaries (other than TCG and its Subsidiaries)a Business Employee who is on any approved leave absence on the Closing Date, a Covered Employee's continued participation in employee benefit plans as of TCG or its Subsidiaries shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the MB Benefit Plans may commence at different times with respect to each MB Benefit Plan). To the extent that a Covered Employee becomes eligible to participate in a MB Benefit Plan, MB shall cause such MB Benefit Plan to recognize years of prior service from the date of the most recent hire of such Covered Business Employee commences active employment with TCG or its Subsidiaries for purposes of eligibility, participation, vesting and, except under any plan that determines benefits on an actuarial basis, for benefit accrual, but only to the extent Employer (provided that such service was recognized immediately prior to commencement of active employment occurs no later than 90 days following the Closing Date or such later time as may be required by Applicable Law). Without limiting Buyer’s obligation under the first sentence of this Section 6.05(a), if Employer does not make a comparable TCG Benefit Plan in which Qualifying Offer to a Business Employee, Employer shall pay such Covered Business Employee was eligible to participate immediately prior to the Effective Time; provided, that such recognition one (1) year of service shall not operate to duplicate any benefits of a Covered Employee with respect to the same period of servicebase salary as severance therefor.

Employee and Related Matters. Prior to the Closing, Buyer or an Affiliate of Buyer shall offer at will employment with Buyer or an Affiliate of Buyer to each individual listed on Schedule 5.2 (aeach, an “Offered Employee”), subject to Buyer’s or the Affiliate’s normal hiring procedures and background checks. Such “at will” employment arrangements (each, an “Offer Letter”) Following will be contingent on the Effective Time, MB Closing and shall maintain supersede any prior employment agreements and other arrangements in effect with respect to such employee and Seller or cause an Affiliate of Seller or with Buyer or an Affiliate of Buyer prior to be maintained employee benefit plans for the benefit of employees (as a group) who are employees of TCG and its Subsidiaries on the Closing Date ("Covered Employees") that provide employee benefits which, in the aggregate, are substantially comparable (and equivalent) to the employee benefits that are made available on a uniform and non-discriminatory basis to similarly situated employees of MB or its Subsidiaries (other than TCG any proprietary rights, confidentiality, noncompetition and its Subsidiaries), as applicable; provided that (i) in no event shall any Covered Employee be eligible to participate in any closed or frozen plan assignment of MB or its Subsidiaries; and (ii) until such time as MB shall cause Covered Employees to participate in the benefit plans that are made available to similarly situated employees of MB or its Subsidiaries (other than TCG and its Subsidiaries), a Covered Employee's continued participation in employee benefit plans of TCG or its Subsidiaries shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the MB Benefit Plans may commence at different times with respect to each MB Benefit Planinventions agreements). To the extent that a Covered Employee becomes eligible to participate in a MB Benefit Plan, MB Each Offer Letter shall cause such MB Benefit Plan to recognize years of prior service from the date of the most recent hire of such Covered Employee with TCG or its Subsidiaries provide for purposes of eligibility, participation, vesting and, except under any plan that determines benefits on an actuarial basisinitial base salary and cash incentive compensation opportunities (excluding, for benefit accrualthe avoidance of doubt, but only equity incentives) as were provided to the extent that such service was recognized employee pursuant to any written Seller Employee Plan immediately prior to the Closing Date under and health and welfare benefits that are no less favorable than those provided to similarly-situated employees of the Buyer. Each of the Offered Employees who executes and delivers his or her acceptance of an Offer Letter within the deadline set forth in the Offer Letter and becomes an employee of Buyer or an Affiliate of Buyer, in addition to each of the Key Employees, shall be referred to herein as a comparable TCG Benefit Plan in which such Covered Employee was eligible to participate immediately prior “Continuing Employee.” Seller hereby consents to the Effective Timehiring and engagement by Buyer or its Affiliates of the Continuing Employees and any former Seller employees, and agrees not to assert against Buyer, any Continuing Employee or any former Seller employee any noncompetition, nonsolicitation, nondisclosure, or other restrictive covenant restrictions in connection with the hiring and engagement by Buyer or its Affiliates of the Continuing Employees and former Seller employees and operation of the Purchased Assets; provided, that such recognition of service shall however, Seller does not operate waive any right to duplicate any benefits of a Covered Employee assert confidentiality obligations against Continuing Employees or former Seller employees with respect to the same period of serviceany Excluded Assets.