Common use of Inactive Employees Clause in Contracts

Inactive Employees. Seller represents that as of the date hereof, there is one Facility Employee who is on leave due to short-term disability and no Facility Employees who are on leave due to long-term disability (an “Inactive Employee”). With respect to the one Inactive Employee as of the date hereof, and in the event any additional Facility Employee becomes an Inactive Employee between the date hereof and the Closing Date, Seller shall use commercially reasonable efforts to continue providing such Inactive Employees with disability coverage on or after the Closing Date under the applicable Seller Benefit Plan to the extent consistent and in accordance with the terms of such plan; provided that Purchaser or a Purchaser Affiliate shall offer [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. employment on the same terms as described in Section 9.01(b) to each Inactive Employee who, within twelve (12) months after the Closing Date, becomes able to return to active work, with or without reasonable accommodation, with such employment commencing upon the first regular workday following the conclusion of such leave. Such Inactive Employee who is offered employment by Purchaser or a Purchaser Affiliate in accordance with this Section 9.01(c) shall be considered a Facility Employee under the terms of this Agreement and if such Inactive Employee accepts the offer of employment and commences work as set forth herein, such Inactive Employee shall be considered a Transferred Employee for all purposes under this Agreement.

Inactive Employees. Seller represents that With respect to Inactive Employees who are Offer Employees (each, an “Offer Inactive Employee”), Buyer or a Buyer Corporation shall be required to offer employment to such Offer Inactive Employee, in accordance with the provisions of this Article 8, effective as of the date hereofsuch Offer Inactive Employee has been cleared for, there is one Facility and presents himself or herself to Buyer or a Buyer Corporation for active employment on or prior to the expiration of the six-month period immediately following the Closing Date (or such longer period required by Applicable Law or the terms of any applicable Union Contract). In the case of any such Offer Inactive Employee who is on leave due to short-term disability and no Facility Employees who are on leave due to long-term disability accepts such offer of employment, (an “i) such Offer Inactive Employee”). With respect to the one Inactive Employee shall become a Transferred Employee as of the date hereofsuch Offer Inactive Employee has been cleared for, and presents himself or herself to Buyer or a Buyer Corporation for active employment, subject to the terms of the immediately preceding sentence, (ii) except as otherwise required by applicable Law or otherwise specifically provided in this Agreement, all references in this Agreement to the event any additional Facility Employee becomes an Inactive Employee between the date hereof and the Closing DateClosing, Seller shall use commercially reasonable efforts to continue providing such Inactive Employees with disability coverage on or after the Closing Date under and the Effective Time shall instead be deemed to refer to the date such Offer Inactive Employee becomes a Transferred Employee and (iii) Buyer or the applicable Buyer Corporation shall have no obligation to provide compensation and benefits to each such Offer Inactive Employee unless and until the date he or she becomes a Transferred Employee and only from and after such date. For the avoidance of doubt, Seller Benefit Plan and the Asset Selling Corporations shall bear and be responsible for, and shall indemnify and hold harmless Buyer against, all Liabilities (other than any applicable Transferred Pension Liabilities) related to any Offer Inactive Employee who has not been cleared for, or does not present himself or herself to Buyer or a Buyer Corporation for, active employment on or prior to the extent consistent and in accordance with expiration of the six-month period immediately following the Closing Date (or such longer period required by Applicable Law or the terms of such plan; provided that Purchaser or a Purchaser Affiliate shall offer [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. employment on the same terms as described in Section 9.01(b) to each Inactive Employee who, within twelve (12) months after the Closing Date, becomes able to return to active work, with or without reasonable accommodation, with such employment commencing upon the first regular workday following the conclusion of such leave. Such Inactive Employee who is offered employment by Purchaser or a Purchaser Affiliate in accordance with this Section 9.01(c) shall be considered a Facility Employee under the terms of this Agreement and if such Inactive Employee accepts the offer of employment and commences work as set forth herein, such Inactive Employee shall be considered a Transferred Employee for all purposes under this Agreementany applicable Union Contract).

Inactive Employees. Seller represents that With respect to any Business Employee to whom TKO or one of its Affiliates is required to make an offer of employment pursuant to Section 7.02(a) or Section 7.02(d), and who, as of the date hereofClosing Date (or, there is one Facility with respect to Corporate Business Employees, the last day of the Corporate Business Employee who Transition Period), (i) is on an approved leave due of absence from work with the EDR Parties or their Affiliates (excluding any vacation or other paid time off or other short term leave of absence) and (ii) is eligible to short-term disability and no Facility Employees who are on leave due return to long-term disability active service in the future under an applicable policy of the EDR Parties or their Affiliates or applicable Law (each, an “Inactive Employee”). With , TKO shall offer employment to such Inactive Employee on the earliest practicable date following the return of such individual to work with the EDR Parties or their Affiliates and otherwise on terms and conditions consistent with Section 7.02(a) and Section 7.02(d); provided that such Inactive Employee returns to work within one hundred eighty (180) days following the Closing Date (or, with respect to Corporate Business Employees, within one hundred eighty (180) days following the one Inactive Employee as last day of the date hereof, and in Corporate Business Employee Transition Period) or such later time as required by applicable Law (the event any additional Facility Employee becomes last day on which an Inactive Employee between is eligible to return, his or her “Inactive Return End Date”). In the date hereof and case of any Inactive Employee who becomes a Transferred Employee following the Closing Date, Seller all references in this Agreement to (A) the Closing Date shall use commercially reasonable efforts be deemed to continue providing be references to the date on which such individual becomes a Transferred Employee and (B) the Transfer Time shall be deemed to be references to 12:01 A.M., local time, on the date that such individual becomes a Transferred Employee. Notwithstanding the foregoing, to the extent any Inactive Employee remains employed by the Remaining EDR Group following the Closing Date (or, with respect to Corporate Business Employees, the last day of the Corporate Business Employee Transition Period), any Liabilities the Remaining EDR Group incurs in respect of Inactive Employees with disability coverage on or from and after the Closing Date under and through and including the earlier of the date that the Inactive Employee commences employment with TKO or one of its Affiliates (including, following the Closing, the Transferred Entities) or such Inactive Employee’s Inactive Return End Date (including (I) all compensation and benefits (including pass-through costs (without mark-up) actually incurred by the Remaining EDR Group in providing such compensation and benefits (including disability or other paid leave)), provided that the restrictions set forth in Sections 5.01(g) or 5.01(h) shall apply to all compensation and benefits actions for such Inactive Employee, (II) all applicable Seller Benefit Plan fees, Taxes, social or national insurance contributions, unemployment insurance and other amounts owed to any Governmental Authority or other third party in respect of such Inactive Employee, and (III) all Liabilities related to actions or omissions of such Inactive Employee) shall constitute Assumed Employee Liabilities (including, for the extent consistent and avoidance of doubt, severance or termination costs or expenses incurred as a result of such Inactive Employees not timely becoming Transferred Employees in accordance with the terms of this Section 7.02(b) or due to such planInactive Employee’s employment being terminated by the Remaining EDR Group following the Inactive Return End Date); provided that Purchaser any severance or termination costs or expenses incurred as a Purchaser Affiliate shall offer [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTresult of any action taken or omission not taken by the EDR Group shall, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. employment on solely to the same terms as described in Section 9.01(b) to each Inactive Employee who, within twelve (12) months after the Closing Date, becomes able to return to active work, with extent such act or without reasonable accommodation, with such employment commencing upon the first regular workday following the conclusion omission is a breach of such leave. Such Inactive Employee who is offered employment by Purchaser or a Purchaser Affiliate in accordance with this Section 9.01(c) shall be considered a Facility Employee under the terms of this Agreement a Benefit Plan or applicable Law, be deemed and if shall constitute Excluded Employee Liabilities. The EDR Parties shall provide to the TKO Parties with reasonable evidence of payment or provision of compensation and benefits and calculation of applicable fees, Taxes, social or national insurance contributions, unemployment insurance and other amounts owed to any Governmental Authority or other third party in respect of such Inactive Employee accepts in respect of all Assumed Employee Liabilities required to be reimbursed by the offer of employment and commences work as set forth herein, such Inactive Employee shall be considered a Transferred Employee for all purposes TKO Parties under this AgreementSection 7.02.

Inactive Employees. Seller represents that as of the date hereof, there is one Facility Employee who is on leave due to short-term disability and no Facility Employees who are on leave due to long-term disability (an “Inactive Employee”). With respect to the one Inactive Employee as of the date hereof, and in the event any additional Facility Employee becomes an Inactive Employee between the date hereof and the Closing Date, Seller shall use commercially reasonable efforts to continue providing such Inactive Employees with disability coverage on or after the Closing Date under the applicable Seller Benefit Plan to the extent consistent and in accordance with the terms of such plan; provided that Purchaser or a Purchaser Affiliate shall offer [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. employment on the same terms as described in Section 9.01(b) to each Inactive Employee who, within twelve (12) months after the Closing Date, becomes able to return to active work, with or without reasonable accommodation, with such employment commencing upon the first regular workday following the conclusion of such leave. Such Inactive Employee who is offered employment by Purchaser or a Purchaser Affiliate in accordance with this Section 9.01(c) shall be considered a Facility Employee under the terms of this Agreement and if such Inactive Employee accepts the offer of employment and commences work as set forth herein, such Inactive Employee shall be considered a Transferred Employee for all purposes under this Agreement.