GSAM Subject Employees Clause Samples

GSAM Subject Employees. (a) Prior to the Closing, one (1) or more GSRP Entities shall make offers of employment to certain employees of GSAM or its Affiliates who are located in the United States or Spain and primarily devote their business time to the Business, each of whom is set forth on Exhibit H hereto, which Exhibit H shall be promptly updated to reflect any changes (including with respect to the addition or removal of GSAM Subject Employees) that occur prior to the Closing. The offers of employment applicable to each GSAM Subject Employee shall include compensation terms that are, in the aggregate, not materially less favorable than the total compensation applicable to each such GSAM Subject Employee immediately prior to the Closing. GSAM will cooperate with and assist in the transition of the GSAM Subject Employees to the GSRP Entities, as applicable, including by (i) waiving any requirement that GSAM Subject Employees provide a period of notice before the termination of their employment; (ii) waiving the application of any non-competition, non-disclosure and client non-solicitation covenant with respect to GSAM Subject Employees’ association with or performance of services on behalf of the GSRP Entities; (iii) waiving the application of any employee non-solicitation covenant with respect to soliciting or hiring GSAM Subject Employees to associate with or be employed by the GSRP Entities; and (iv) offering to waive any non-competition and client non-solicitation, as well as any employee non-solicitation restrictions with respect to soliciting or hiring GSAM Subject Employees to associate with or perform services on behalf of the GSRP Entities, in conjunction with the offer of accelerated vesting provided in Section 2.02(b), below. Except as expressly set forth in the preceding sentence, GSAM is not waiving any restrictive covenants binding any GSAM Subject Employee. In no case will GSAM be required to provide any personnel records to the GSRP Entities relating to the GSAM Subject Employees unless a GSRP Entity is required by applicable Law to maintain a copy of such personnel records with respect to a Transferring Employee, in which case GSAM shall make the applicable personnel record available to GSRP or its designee. Any employees hired by GSAM or its Affiliates to provide services with respect to the Business at the request of ▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇ from the date of this Agreement until Closing will be deemed to be GSAM Subject Employees for all purposes of this Agreement,...