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 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).