Common use of Employment, Employees and Employment Benefit Plans Clause in Contracts

Employment, Employees and Employment Benefit Plans. (i) Effective as of the Closing Date, Buyer shall have offered employment to all Persons who are employees of the Business on the day immediately prior to the Closing Date and who are listed on Schedule 4.21(a) (including employees who are on an approved leave of absence, short-term disability leave or military leave, but not including any individual on long-term disability leave) with titles and job descriptions similar to those applicable to such employees immediately prior to the Closing Date. Employees who accept such offer of employment are referred to herein as “Transferred Employees.” Except as otherwise provided herein or in the Transition Services Agreement, effective as of the Closing Date the Transferred Employees will cease to participate in, or accrue any benefits under, Seller’s Employee Benefit Plans with respect to the Transferred Employees. In addition, any employee welfare benefit plan (as defined in Section 3(1) of ERISA) maintained by Buyer shall provide coverage for any pre-existing health condition of any Transferred Employee (and any eligible dependents or beneficiaries thereof), but only to the extent covered under an Employee Benefit Plan as in effect as of the date of this Agreement. Notwithstanding the foregoing, the Employees of the Acquired Aether Entities shall remain employees of the Acquired Aether Entities after the Closing. (ii) Effective as of the Closing Date, Buyer will be responsible only for the obligations and associated Liabilities that arise pursuant to the continuation coverage requirements of COBRA as a result of “qualifying events,” as defined in COBRA, that occur with respect to Transferred Employees after the Closing Date.

Employment, Employees and Employment Benefit Plans. (i) Effective as of the Closing Date, Buyer TSYS shall have offered employment to all Persons who are employees of the Business on the day immediately prior to the Closing Date and who are listed on Schedule 4.21(a) (including employees who are on an approved leave of absence, short-term disability leave or military leave, but not including any individual on long-term disability leave) with titles and job descriptions similar to those applicable to such employees immediately prior to the Closing Date. Employees who accept such offer of employment are referred to herein as “Transferred Employees.” Except as otherwise provided herein or in the Transition Services Agreement, effective as of the Closing Date the Transferred Employees will cease to participate in, or accrue any benefits under, Seller’s Employee Benefit Plans with respect to the Transferred Employees. In addition, any employee welfare benefit plan (as defined in Section 3(1) of ERISA) maintained by Buyer TSYS or Parent shall provide coverage for any pre-existing health condition of any Transferred Employee (and any eligible dependents or beneficiaries thereof), but only to the extent covered under an Employee Benefit Plan as in effect as of the date of this Agreement. Notwithstanding the foregoing, the Employees of the Acquired Aether Entities shall remain employees of the Acquired Aether Entities after the Closing. (ii) Effective as of the Closing Date, Buyer TSYS will be responsible only for the obligations and associated Liabilities that arise pursuant to the continuation coverage requirements of COBRA as a result of “qualifying events,” as defined in COBRA, that occur with respect to Transferred Employees after the Closing Date.

Employment, Employees and Employment Benefit Plans. (i) Effective as of Prior to the Closing Date, Buyer shall have offered employment effective as of the Closing Date to all Persons set forth on Schedule 4.15 who are employees of the Business on at the day immediately prior to time the Closing Date and who are listed on Schedule 4.21(a) offer is made (including employees who are on an approved leave of absence, short-term disability leave or military leave, but but, to the extent permitted by Applicable Law, not including any individual on long-term disability leave) with titles and titles, job descriptions and other terms and conditions of employment substantially similar to those applicable to such employees immediately prior to the Closing Date. Employees who accept such offer of employment are referred to herein as “Transferred Employees.” Except as otherwise provided herein or in under the Transition Services Agreementterms of an applicable Seller Employee Plan, effective as of the Closing Date the Transferred Employees will cease to participate in, or accrue any benefits under, Seller’s Seller Employee Plans. For a period of at least one year following the Closing Date, Buyer will use reasonable commercial efforts to provide each Transferred Employee with compensation (including salary or wage rate, as applicable, and bonus and incentive opportunity) and employee benefits that are no less favorable, in the aggregate, than the compensation and employee benefits that are provided to such Transferred Employee immediately prior to the Closing Date. As of the Closing Date, such Transferred Employees shall be permitted to participate in the plans, programs and arrangements of Buyer and/or its Affiliates relating to compensation and employee benefits (“Buyer Employee Plans”). For purposes of all Buyer Employee Benefit Plans and other employment agreements, arrangements and policies of Buyer under which a Transferred Employee’s benefits depend, in whole or in part, on length of service, credit will be given to Transferred Employees for service with respect Seller and its Affiliates prior to the Transferred EmployeesClosing Date for all purposes, provided that such crediting of service does not result in any duplication of benefits. In addition, any Buyer Employee Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA) maintained by Buyer (A) shall provide not limit or exclude coverage for on the basis of any pre-existing health condition of any such Transferred Employee or dependent and (B) shall provide each Transferred Employee or dependent full credit, for the plan year during which the Closing occurs, with any deductible already incurred by the Transferred Employee or dependent under any Seller Employee Plan and with any eligible dependents other co-payments or beneficiaries thereof), but only to the extent covered under an out-of-pocket expenses that count against any maximum out-of-pocket expense provision of any Seller Employee Benefit Plan as in effect as of the date of this Agreementor Buyer Employee Plan. Notwithstanding the foregoing, except as provided in Section 6.3(g), Buyer shall not be restricted nor shall incur any liability in connection with the Employees termination of the Acquired Aether Entities shall remain employment of any Transferred Employee who fails to adequately perform the duties of their position, engages in any violation of the code of conduct for employees of the Acquired Aether Entities after Buyer as may be in effect from time to time, or if a reduction in workforce is required in the Closingreasonable business judgment of the Buyer’s board of directors. (ii) Effective Notwithstanding any other provision of this Agreement, effective as of the Closing Date, Buyer will be become responsible only for payment of all salaries and benefits and all other claims, costs, expenses, liabilities and other obligations related to Buyer’s employment of the obligations and associated Liabilities Transferred Employees that arise pursuant or relate to events occurring or conditions existing on or after the Closing Date other than the Sale-related Payments. Buyer shall be solely responsible for satisfying the notice and continuation coverage requirements of COBRA as a result of “qualifying events,” as defined in COBRA, that occur with respect to for all Transferred Employees (and their eligible dependents and beneficiaries) who are entitled to elect COBRA continuation coverage on account of a qualifying event occurring on and after the Closing Date. (iii) Effective on the Closing Date, Buyer shall have in effect a tax-qualified defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code and that accepts “eligible rollover distributions” (as defined in Section 402(c)(4) of the Code) including eligible rollover distributions including promissory notes (the “Buyer’s 401(k) Plan”). Effective as of the Closing, the Transferred Employees who have an account balance in a Seller Employee Plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (“Seller’s 401(k) Plan”) shall be entitled to receive a distribution of their vested account balance in accordance with the terms of Seller’s 401(k) Plan and shall be permitted to roll over their eligible rollover distributions to Buyer’s 401(k) Plan. Such distribution from Seller’s 401(k) Plan may include distributions of any promissory notes thereunder.

Employment, Employees and Employment Benefit Plans. (i) Effective as of Prior to the Closing Date, Buyer shall have offered employment effective as of the Closing Date to all Persons individuals set forth on Schedule 4.15 who are employees of the Business on at the day immediately prior to time the Closing Date and who are listed on Schedule 4.21(a) offer is made (including employees who are on an approved leave of absence, short-term disability leave or military leave, but but, to the extent permitted by Applicable Law, not including any individual on long-term disability leave) with titles and titles, job descriptions similar and other terms and conditions of employment substantially comparable, in the aggregate, to those applicable to such employees immediately prior to the Closing DateDate under the Plans set forth on Schedule 4.10 and as set forth on Schedule 4.15 (excluding all equity-based compensation). Employees who accept such offer of employment are referred to herein as “Transferred Employees.” Except as otherwise provided herein or in under the Transition Services Agreementterms of an applicable Seller Employee Plan, effective as of the Closing Date the Transferred Employees will cease to participate in, or accrue any benefits under, Seller Employee Plans. For a period of at least six (6) months following the Closing Date, Buyer will provide each Transferred Employee with compensation (including salary or wage rate, as applicable, and bonus and incentive opportunity) and employee benefits that are substantially comparable, in the aggregate, to the terms contained in the offer of employment. As of the Closing Date, such Transferred Employees shall be permitted to participate in the plans, programs and arrangements of Buyer and/or its Affiliates relating to compensation and employee benefits (“Buyer Employee Plans”). For purposes of all Buyer Employee Plans and other employment agreements, arrangements and policies of Buyer under which a Transferred Employee’s benefits depend, in whole or in part, on length of service, credit will be given to Transferred Employees for service with Seller and its Affiliates prior to the Closing Date for all purposes, provided that such crediting of service does not result in any duplication of benefits. Buyer agrees to credit each Transferred Employee with all accrued and unused paid time off under Seller’s Employee Benefit Plans with respect to paid time off policy through the Transferred EmployeesClosing Date. In addition, any Buyer Employee Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA) maintained by Buyer (A) shall provide not limit or exclude coverage for on the basis of any pre-existing health condition of any such Transferred Employee or dependent that was not also excluded under the applicable Seller medical or disability plan and (B) shall provide each Transferred Employee or dependent full credit, for the plan year during which the Closing occurs, with any deductible already incurred by the Transferred Employee or dependent under any Seller Employee Plan and with any eligible dependents other co-payments or beneficiaries thereof), but only to the extent covered under an out-of-pocket expenses that count against any maximum out-of-pocket expense provision of any Seller Employee Benefit Plan as in effect as of the date of this Agreement. Notwithstanding the foregoing, the Employees of the Acquired Aether Entities shall remain employees of the Acquired Aether Entities after the Closingor Buyer Employee Plan. (ii) Effective Notwithstanding any other provision of this Agreement, effective as of the Closing Date, Buyer will be become responsible only for payment of all salaries and benefits and all other claims, costs, expenses, liabilities and other obligations related to Buyer’s employment of the obligations and associated Liabilities Transferred Employees that arise pursuant or relate to events occurring or conditions existing on or after the Closing Date. Buyer shall be solely responsible for satisfying the notice and continuation coverage requirements of COBRA as a result of “qualifying events,” as defined in COBRA, that occur with respect to for all Transferred Employees (and their eligible dependents and beneficiaries) who are entitled to elect COBRA continuation coverage on account of a qualifying event occurring on and after the Closing Date. (iii) Effective as soon as administratively practical after the Closing Date, Buyer shall put in effect a tax-qualified defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code and that accepts “eligible rollover distributions” (as defined in Section 402(c)(4) of the Code) including eligible rollover distributions including promissory notes (the “Buyer’s 401(k) Plan”). Effective as of the Closing, the TransferredEmployees who have an account balance in a Seller Employee Plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (“Seller’s 401(k) Plan”) shall be entitled to receive a distribution of their vested and unvested account balance in accordance with the terms of Seller’s 401(k) Plan and shall be permitted to roll over their eligible rollover distributions to Buyer’s 401(k) Plan. Such distribution from Seller’s 401(k) Plan may include distributions of any promissory notes thereunder.

Employment, Employees and Employment Benefit Plans. (i) Effective as of the Closing Date, Buyer shall have offered employment to all Persons who are employees of the Business on the day immediately prior to the Closing Date and who are listed on Schedule 4.21(a) (including employees who are on an approved leave of absence, short-term disability leave or military leave, but not including any individual on long-term disability leave) with titles and job descriptions similar to those applicable to such employees immediately prior to the Closing Date. Employees who accept such offer of employment are referred to herein as “Transferred Employees"TRANSFERRED EMPLOYEES.” " Except as otherwise provided herein or in the Transition Services Agreement, effective as of the Closing Date the Transferred Employees will cease to participate in, or accrue any benefits under, Seller’s 's Employee Benefit Plans with respect to the Transferred Employees. In addition, any employee welfare benefit plan (as defined in Section 3(1) of ERISA) maintained by Buyer shall provide coverage for any pre-existing health condition of any Transferred Employee (and any eligible dependents or beneficiaries thereof), but only to the extent covered under an Employee Benefit Plan as in effect as of the date of this Agreement. Notwithstanding the foregoing, the Employees of the Acquired Aether Entities shall remain employees of the Acquired Aether Entities after the Closing. (ii) Effective as of the Closing Date, Buyer will be responsible only for the obligations and associated Liabilities that arise pursuant to the continuation coverage requirements of COBRA as a result of “"qualifying events,” " as defined in COBRA, that occur with respect to Transferred Employees after the Closing Date.

Employment, Employees and Employment Benefit Plans. (i) Effective as of the Closing Date, Buyer TSYS shall have offered employment to all Persons who are employees of the Business on the day immediately prior to the Closing Date and who are listed on Schedule 4.21(a) (including employees who are on an approved leave of absence, short-term disability leave or military leave, but not including any individual on long-term disability leave) with titles and job descriptions similar to those applicable to such employees immediately prior to the Closing Date. Employees who accept such offer of employment are referred to herein as “Transferred Employees"TRANSFERRED EMPLOYEES.” " Except as otherwise provided herein or in the Transition Services Agreement, effective as of the Closing Date the Transferred Employees will cease to participate in, or accrue any benefits under, Seller’s 's Employee Benefit Plans with respect to the Transferred Employees. In addition, any employee welfare benefit plan (as defined in Section 3(1) of ERISA) maintained by Buyer TSYS or Parent shall provide coverage for any pre-existing health condition of any Transferred Employee (and any eligible dependents or beneficiaries thereof), but only to the extent covered under an Employee Benefit Plan as in effect as of the date of this Agreement. Notwithstanding the foregoing, the Employees of the Acquired Aether Entities shall remain employees of the Acquired Aether Entities after the Closing. (ii) Effective as of the Closing Date, Buyer TSYS will be responsible only for the obligations and associated Liabilities that arise pursuant to the continuation coverage requirements of COBRA as a result of “"qualifying events,” " as defined in COBRA, that occur with respect to Transferred Employees after the Closing Date.