Common use of Employee Transfer Clause in Contracts

Employee Transfer. (a) Subject to Purchaser's standard hiring requirements (including but not limited to a background check, drug screening and receipt of a motor vehicle report), Purchaser shall offer to employ on an at-will basis each of the Product Employees listed on SCHEDULE 9.1(A)(I), whether such Product Employee is actively at work or on leave of absence as of the Effective Time; PROVIDED, HOWEVER, that Purchaser shall only be required to offer employment to those Product Employees listed on SCHEDULE 9.1(A)(I) who are on a leave of absence at the Effective Time if they are able to return to work within ninety (90) days after the Effective Time. For a period of one hundred and twenty (120) days after the Effective Time, Purchaser may, in its sole discretion, offer to employ on an at-will basis each of the Product Employees who are listed on SCHEDULE 9.1(A)(II) ("POTENTIAL EMPLOYEES"). Notwithstanding the restrictions under SECTION 6.7(A), Purchaser shall be permitted to solicit and interview Potential Employees. Purchaser's employment of Product Employees listed on SCHEDULE 9.1(A)(I) who are actively at work at the Effective Time and who accept such offer of employment shall commence as of the Effective Time. Purchaser's employment of Product Employees listed on SCHEDULE 9.1(A)(I) who are not actively at work at the Effective Time and who accept such offer shall commence when they return to active work, and such Product Employees shall remain employees of Seller, Seller Sub or any of their respective Affiliates, as applicable, until they commence employment with Purchaser. Purchaser shall deliver the offers of employment required under this SECTION 9.1(A), which may be contingent upon each Product Employee satisfying Purchaser's standard hiring requirements, to applicable Product Employees at least ten (10) days prior to the Closing, PROVIDED that all of the information required to be provided by Seller pursuant to SECTION 4.12(A) has been provided to Purchaser no later than five (5) days prior to such date. Each Product Employee, including any Potential Employee, who becomes employed by Purchaser is herein referred to as a "HIRED EMPLOYEE." Product Employees listed on SCHEDULE 9.1(A)(I) who are actively at work as of the Effective Time and who accept Purchaser's offer of employment shall become Hired Employees as of the Effective Time. Product Employees listed on SCHEDULE 9.1(A)(I) who are not actively at work as of the Effective Time and who accept Purchaser's offer of employment shall become Hired Employees when they return to active work. Potential Employees who are offered employment by the Purchaser and who accept Purchaser's offer of employment shall become Hired Employees as of their date of hire. Product Employees who do not accept Purchaser's offers of employment shall not become Hired Employees. As of the Effective Time (or on the date of hire by Purchaser in the case of a Product Employee listed on SCHEDULE 9.1(a)(i) not actively employed at the Effective Time or in the case of a Potential Employee), Seller or Seller Sub shall (or shall cause their respective Affiliates to) terminate the employment of each Hired Employee who commences employment with Purchaser.

Employee Transfer. The Authority and DBFM Co agree that the Transfer Regulations shall apply to the transfer on one or more dates agreed by the parties (aeach a “Relevant Service Transfer Date”) Subject to Purchaser's standard hiring requirements DBFM Co of responsibility for provision of (or procuring the provision by Service Providers of) the Services in accordance with this Agreement and that an Employee Transfer shall take place on each Relevant Service Transfer Date (or such date as may be determined by Law). The Relevant Service Transfer Date in respect of the Services is specified in [ l ]]. As a consequence of Clause 25.1 and in accordance with the Transfer Regulations, the contracts of employment of all Transferring Employees shall (subject to Regulation 4(7) of the Transfer Regulations) have effect after the Relevant Service Transfer Date (or such other date as may be determined by Law) as if originally made between those employees and DBFM Co or the relevant Service Provider except insofar as such contracts relate to an occupational pension scheme (in accordance with Regulation 10 of the Transfer Regulations). The Authority and DBFM Co agree and intend and shall take all reasonable steps to procure that there shall be an Employee Transfer on each occasion on which the identity of a Service Provider changes pursuant to this Agreement and that the contracts of employment of all those employees of the relevant Service Provider wholly or mainly engaged in the provision of the relevant Service or Services immediately before the change of identity of the Service Provider shall have effect (subject to Regulation 4 (7) of the Transfer Regulations) thereafter as if originally made between those employees and the relevant Service Provider except insofar as such contracts relate to an occupational pension scheme (in accordance with Regulation 10 of the Transfer Regulations). DBFM Co shall procure that both the former and the new Service Provider shall comply with their obligations under the Transfer Regulations. [If DBFM Co or the relevant Service Provider dismisses by reason of redundancy a Transferring Authority Employee who had he or she been so dismissed before the Relevant Service Transfer Date would have been entitled to a payment pursuant to [section 45 of the Xxxxxxx Agreement or section 16 of Agenda for Change] then DBFM Co shall provide, or shall procure that the relevant Service Provider shall provide, such employee with a payment or other benefit calculated in the same manner as would have been applied on dismissal by reason of redundancy immediately before the Relevant Service Transfer Date. For these purposes a dismissal by reason of redundancy is one so defined in section 139 of the Employment Rights Act 1996. If the provisions of this Clause 25.4 and the provisions of Clause 26.8 apply (or would apply but for this provision) to the same circumstances, then the provisions of Clause 26.8 shall apply instead of this Clause 25.4.] The Authority shall comply with its obligations under the Transfer Regulations in respect of each Employee Transfer pursuant to this Agreement and DBFM Co shall comply, and shall procure that the relevant Service Provider shall comply, with its obligations (including but not limited without limitation the obligation under Regulation 13 of the Transfer Regulations) in respect of each Employee Transfer pursuant to a background check, drug screening this Agreement and receipt of a motor vehicle report), Purchaser shall offer to employ on an at-will basis each of the Product Employees listed on SCHEDULE 9.1(A)(I), whether such Product Employee is actively at work or on leave of absence as of Authority and DBFM Co shall indemnify the Effective Time; PROVIDED, HOWEVER, that Purchaser shall only be required to offer employment to those Product Employees listed on SCHEDULE 9.1(A)(I) who are on a leave of absence at the Effective Time if they are able to return to work within ninety (90) days after the Effective Time. For a period of one hundred and twenty (120) days after the Effective Time, Purchaser may, in its sole discretion, offer to employ on an at-will basis each of the Product Employees who are listed on SCHEDULE 9.1(A)(II) ("POTENTIAL EMPLOYEES"). Notwithstanding the restrictions under SECTION 6.7(A), Purchaser shall be permitted to solicit and interview Potential Employees. Purchaser's employment of Product Employees listed on SCHEDULE 9.1(A)(I) who are actively at work at the Effective Time and who accept such offer of employment shall commence as of the Effective Time. Purchaser's employment of Product Employees listed on SCHEDULE 9.1(A)(I) who are not actively at work at the Effective Time and who accept such offer shall commence when they return to active work, and such Product Employees shall remain employees of Seller, Seller Sub or other against any of their respective Affiliates, as applicable, until they commence employment with Purchaser. Purchaser shall deliver the offers of employment required under this SECTION 9.1(A), which may be contingent upon each Product Employee satisfying Purchaser's standard hiring requirements, to applicable Product Employees at least ten (10) days prior to the Closing, PROVIDED that all of the information required to be provided by Seller pursuant to SECTION 4.12(A) has been provided to Purchaser no later than five (5) days prior to such date. Each Product Employee, including any Potential Employee, who becomes employed by Purchaser is herein referred to Direct Losses sustained as a "HIRED EMPLOYEE." Product Employees listed on SCHEDULE 9.1(A)(I) who are actively at work as result of the Effective Time and who accept Purchaser's offer any breach of employment shall become Hired Employees as of the Effective Time. Product Employees listed on SCHEDULE 9.1(A)(I) who are not actively at work as of the Effective Time and who accept Purchaser's offer of employment shall become Hired Employees when they return to active work. Potential Employees who are offered employment this Clause 25.5 by the Purchaser and who accept Purchaser's offer of employment shall become Hired Employees as of their date of hire. Product Employees who do not accept Purchaser's offers of employment shall not become Hired Employees. As of the Effective Time (or on the date of hire by Purchaser party in the case of a Product Employee listed on SCHEDULE 9.1(a)(i) not actively employed at the Effective Time or in the case of a Potential Employee), Seller or Seller Sub shall (or shall cause their respective Affiliates to) terminate the employment of each Hired Employee who commences employment with Purchaserdefault.

Employee Transfer. As soon as practicable, but in no event later than one (a1) Subject Business Day following the Effective Date, the Parties shall begin to Purchasercooperate, and shall thereafter continue cooperating as expeditiously as is practicable, to permit Kos to distribute to BPI's standard hiring requirements primary care sales force, BPI's cardiovascular specialty sales force, and such employees of BPI's United States headquarters site as have been notified of the termination of their employment with BPI as a result of this Agreement (including but not limited to a background check, drug screening and receipt of a motor vehicle reportall such employees being the "AFFECTED EMPLOYEES"), Purchaser such forms, documents, e-mails and voice mails relating to their employment or potential employment by Kos as Kos may reasonably request. The Parties agree that, prior to the Effective Date, BPI may select such employees as it shall offer decide in its sole discretion from its primary care and cardiovascular sales forces for transfer to employ on an at-will basis each its dermatology sales force, and such employees shall not be Affected Employees. As soon as practicable, but in no event later than ten (10) Business Days following the Effective Date, Kos shall make, or shall cause one of its Affiliates to make, offers of employment to at least **** employees of BPI employed by BPI in its primary care or cardiovascular sales forces and home office personnel who are responsible for the sale or marketing of the Product Employees listed on SCHEDULE 9.1(A)(I(each such employee who receives such an offer of employment is a "SELECTED EMPLOYEE"), whether on such Product terms and conditions of employment as Kos shall determine, but including at a minimum terms and conditions that: (i) are, in the aggregate as to each individual, as favorable as the employment terms and conditions, including employee benefits, currently provided by BPI to such Selected Employees, and (ii) do not require relocation by the Selected Employee is actively without their consent; provided, however that Kos shall be relieved of its obligation to make offers to at work or on leave least **** such BPI employees to the extent that at least **** of absence as such Selected Employees have previously accepted such offer of the Effective Time; PROVIDEDemployment. Such offers shall be contingent on, HOWEVER, that Purchaser and shall only be required contingent on, (i) the Closing having occurred, (ii) such Selected Employee demonstrating reasonably satisfactory results of a drug test and (iii) such Selected Employee demonstrating a reasonably satisfactory driving record. Except as specified below or unless otherwise agreed to offer by the Parties, Kos or its Affiliates shall require that such offers of employment to those Product Selected Employees listed on SCHEDULE 9.1(A)(Ibe accepted within two (2) who are on a leave Business Days of absence at the Effective Time if they are able to return to work within ninety offer or it shall be withdrawn, and employment of such Selected Employees shall be effective commencing as of May 10, 2005 or such earlier date as may be specified in the offer letter (90) days after which date shall be the Effective Time"IMMEDIATE TRANSFER DATE" for the Selected Employees). For a period of one hundred and twenty (120) days after the Effective Time, Purchaser may, in its sole discretion, offer to employ on an at-will basis each of the Product Employees any Selected Employee who are listed on SCHEDULE 9.1(A)(II) ("POTENTIAL EMPLOYEES"). Notwithstanding the restrictions under SECTION 6.7(A), Purchaser shall be permitted to solicit and interview Potential Employees. Purchaser's employment of Product Employees listed on SCHEDULE 9.1(A)(I) who are actively at work at the Effective Time and who accept such offer of employment shall commence as of the Effective Time. Purchaser's employment of Product Employees listed on SCHEDULE 9.1(A)(I) who are is not actively at work at immediately before the Effective Time applicable Immediate Transfer Date as a result of an approved leave of absence from employment with BPI or absence from employment with BPI on account of short term or long term disability, such employment shall be effective only if and when such Selected Employee actually returns to work, provided that such return to work is within the time permitted by, and otherwise complies with, the terms of such approved leave of absence or the applicable short term or long term disability plan (and the date that such employment becomes effective is referred to as the Selected Employee's "SUBSEQUENT TRANSFER DATE"). All Immediate Transfer Dates and Subsequent Transfer Dates are referred to hereafter as "TRANSFER DATES." All Selected Employees who accept such offer shall commence when they return to active work, and such Product Employees shall remain employees of Seller, Seller Sub or any of their respective Affiliates, as applicable, until they commence employment with Purchaser. Purchaser shall deliver the offers of employment required under specified in this SECTION 9.1(A), which may be contingent upon each Product Employee satisfying Purchaser's standard hiring requirements, Section 7.1 by reporting to applicable Product Employees at least ten (10) days prior to the Closing, PROVIDED that all of the information required to be provided by Seller pursuant to SECTION 4.12(A) has been provided to Purchaser no later than five (5) days prior to such date. Each Product Employee, including any Potential Employee, who becomes employed by Purchaser is herein referred to as a "HIRED EMPLOYEE." Product Employees listed on SCHEDULE 9.1(A)(I) who are actively at work as of the Effective Time and who accept Purchaser's offer applicable Transfer Date are referred to as "TRANSFERRED EMPLOYEES." Subject to making the number of employment shall become Hired Employees as of the Effective Time. Product Employees listed on SCHEDULE 9.1(A)(I) who are not actively at work as of the Effective Time and who accept Purchaser's offer of employment shall become Hired Employees when they return to active work. Potential Employees who are offered employment by the Purchaser and who accept Purchaser's offer of employment shall become Hired Employees as of their date of hire. Product Employees who do not accept Purchaser's offers of employment shall not become Hired Employees. As of the Effective Time (or on the date terms described above, Kos reserves the right to amend, modify or terminate any employee benefit plan, program or arrangement in accordance with the applicable terms of hire by Purchaser in the case of a Product Employee listed on SCHEDULE 9.1(a)(i) not actively employed at the Effective Time such employee benefit plan, program or in the case of a Potential Employee)arrangement, Seller or Seller Sub shall (or shall cause their respective Affiliates to) to terminate the employment of any employee, in its discretion at any time. Kos shall notify BPI in writing of each Hired of the following events as soon as reasonably practicable, but in all cases, within one (1) Business Day after the occurrence of (i) an offer of employment by Kos (or its Affiliates) to a Selected Employee who commences (including identification of such employee and the anticipated start date of such employment), (ii) receipt of acceptance or rejection of employment with Purchaserby such Selected Employee and (iii) the commencement of employment by such Selected Employee.

Employee Transfer. (a1) Subject to Purchaser's standard hiring requirements (including but not limited to a background check, drug screening and receipt of a motor vehicle report), Purchaser The Seller shall offer to employ on an at-will basis each of the Product Employees listed on SCHEDULE 9.1(A)(I), whether such Product Employee is actively at work or on leave of absence as of the Effective Time; PROVIDED, HOWEVER, that Purchaser shall only be required to offer employment to those Product Employees listed on SCHEDULE 9.1(A)(I) who are on a leave of absence at the Effective Time if they are able to return to work within ninety (90) days after the Effective Time. For a period of one hundred and twenty (120) days after the Effective Time, Purchaser may, in its sole discretion, offer to employ on an at-will basis each of the Product Employees who are listed on SCHEDULE 9.1(A)(II) ("POTENTIAL EMPLOYEES"). Notwithstanding the restrictions under SECTION 6.7(A), Purchaser shall be permitted to solicit and interview Potential Employees. Purchaser's employment of Product Employees listed on SCHEDULE 9.1(A)(I) who are actively at work at the Effective Time and who accept such offer of employment shall commence as of the Effective Time. Purchaser's employment of Product Employees listed on SCHEDULE 9.1(A)(I) who are not actively at work at the Effective Time and who accept such offer shall commence when they return to active work, and such Product Employees shall remain employees of Seller, Seller Sub or any of their respective Affiliates, as applicable, until they commence employment with Purchaser. Purchaser shall deliver the offers of employment required under this SECTION 9.1(A), which may be contingent upon each Product Employee satisfying Purchaser's standard hiring requirements, to applicable Product Employees at least update Schedule 3.18 no later than ten (10) days prior to the ClosingClosing Date to reflect, PROVIDED that all of with respect to the Business Employees, the most current information required to be provided by Seller pursuant to SECTION 4.12(A) has been provided to Purchaser no later than five (5) days included on such Schedule for the Business Employees of the Seller, including, all hires, promotions, demotions, terminations, transfers or other status, compensation and benefit changes and attrition, and further accruals or reductions in the Ordinary Course of Business, and as soon as reasonably practicable prior to such datethe Closing Date, the Seller shall provide the Buyer with written notice of any changes to the most recent updated Schedule 3.18. Each Product Employee, including any Potential Employee, The Buyer shall (1) offer employment to each Business Employee of the Seller who becomes employed by Purchaser is herein referred to Active (as a "HIRED EMPLOYEE." Product Employees listed on SCHEDULE 9.1(A)(Ihereafter defined) who are actively at work as of the Effective Time Closing Date; provided, however, that such offer shall be contingent upon (i) such Business Employee's timely completion of Form I-9 and confirmation of employment authorization by E-Verify, (ii) such Business Employee’s execution of the Buyer's offer letter (such offer letter will contain only the applicable contingencies provided for in this Section 9.4(a)), and (iii) with respect to salaried Business Employees, such Business Employee’s execution of the Buyer’s standard confidentiality agreement (collectively, the "Hiring Conditions"), and (2) hire each Business Employee who satisfies the Hiring Conditions and accepts the offer of employment. The Buyer may rescind any such offer of employment if the Business Employee fails to satisfy the applicable Hiring Conditions; in which case, such Business Employee shall not be considered to have been employed by the Buyer. The Buyer shall have no Liabilities with respect to any Business Employee who fails to satisfy the Hiring Conditions or who does not accept Purchaser's the Buyer’s offer of employment. In addition, for any Business Employee who is not Active as of the Closing Date, the Buyer shall, within its sole discretion, consider for employment any such Business Employee who presents himself or herself to the Buyer for “Active” employment in the Business on or prior to the first anniversary of the Closing Date. The terms and conditions of any such offer of employment shall become Hired Employees as be in the Buyer's sole discretion, subject to applicable Law. Each Business Employee of the Effective Time. Product Employees listed on SCHEDULE 9.1(A)(I) Seller to whom the Buyer makes an offer of employment, who are not actively at work as of accepts the Effective Time and who accept PurchaserBuyer's offer of employment shall become Hired Employees when they return to active work. Potential Employees employment, who are offered employment by satisfies the Purchaser Buyer's Hiring Conditions, and who accept Purchaser's offer of employment shall become Hired Employees as of their date of hire. Product Employees who do not accept Purchaser's offers of employment shall not become Hired Employees. As of the Effective Time (or on the date of hire by Purchaser in the case of a Product Employee listed on SCHEDULE 9.1(a)(i) not actively employed at the Effective Time or in the case of a Potential Employee), Seller or Seller Sub shall (or shall cause their respective Affiliates to) terminate the employment of each Hired Employee who actually commences employment with Purchaserthe Buyer is referred to herein as a "Hired Employee." For purposes of this Section 9.4(a), a Business Employee shall be "Active" if the Business Employee is not listed as "inactive" on Schedule 3.18 or any updated information provided with respect to Schedule 3.18.