Common use of Labor and Employment Law Matters Clause in Contracts

Labor and Employment Law Matters. Purchaser and Seller Parent shall, and shall cause their respective Affiliates to, cooperate to take all steps, on a timely basis, as are required under applicable Law (including the Transfer of Undertakings Laws) or any Collective Bargaining Agreement to notify, consult with, or negotiate the effect, impact, terms or timing of the transactions contemplated by this Agreement with each works council, union, labor board, employee group (or employees directly) or Governmental Authority related to the foregoing. Seller Parent shall regularly review with Purchaser the progress of the notifications, consultations and negotiations with each such works council, union, labor board, employee group (or employees directly) and Governmental Authority regarding the effect, impact or timing of the transactions contemplated by this Agreement. Purchaser and Seller Parent shall, and shall cause their respective Affiliates to, comply with all applicable Laws, directives and regulations relating to the Business Employees in connection with this Section 6.6(l). To the extent required by Law or Collective Bargaining Agreement (and within the time periods required by Law or Collective Bargaining Agreement), Purchaser shall or shall cause its applicable Affiliate to (i) become a party to any Collective Bargaining Agreement with respect to applicable Transferred Employees and shall be responsible for all Liabilities under any Collective Bargaining Agreement with respect to any Business Employee or Former Business Employee, regardless of whether arising prior to, on or after the Closing Date, and (ii) join any industrial, employer or similar association or federation. Purchaser shall indemnify Seller Parent and its Affiliates for any Liabilities incurred by Seller Parent and its Affiliates with respect to Purchaser or its Affiliates’ failure to comply with the obligations under this Section 6.6(l), which shall be considered Purchaser Assumed Employee Liabilities in accordance with Section 6.6(a)(i). Seller Parent shall indemnify Purchaser and its Affiliates for any Liabilities incurred by Purchaser and its Affiliates with respect to Seller Parent’s or its Affiliates’ failure to comply with the obligations under this Section 6.6(l).

Labor and Employment Law Matters. Purchaser (a) Buyer and Seller Parent shall, and shall cause their respective applicable Affiliates to, cooperate to take all steps, on a timely basis, as are required under applicable Law (including the Transfer of Undertakings Laws) or any Collective Bargaining Agreement to notify, consult with, or negotiate the effect, impact, terms or timing of the transactions contemplated by this Agreement with each works council, union, labor board, employee group (or employees directly) or Governmental Authority related to the foregoingEntity where so required under applicable Law. Seller Parent shall regularly review with Purchaser Buyer the progress of the notifications, consultations and negotiations with each such works council, union, labor board, employee group (or employees directly) and Governmental Authority Entity regarding the effect, impact or timing of the transactions contemplated by this Agreement. Purchaser Buyer and Seller Parent shall, and shall cause their respective applicable Affiliates to, comply with all applicable Laws, directives and regulations relating to the Business Employees in connection with this Section 6.6(l)of the Business. To the extent required by Law that any of Seller or Collective Bargaining Agreement (and within any of its Affiliates are, immediately prior to the time periods required by Law or Collective Bargaining Agreement)Closing, Purchaser shall or shall cause its applicable Affiliate to (i) become a party to any a Collective Bargaining Agreement with respect to any Transferred Employee, Buyer or its applicable Transferred Employees Affiliate shall become a party to such Collective Bargaining Agreement and shall, or shall cause its Affiliates to, be responsible for all Liabilities related to periods after the Closing arising under any Collective Bargaining Agreement with respect to any Business Employee Transferred Employee. If required to become party to a Collective Bargaining Agreement pursuant to the preceding sentence, Buyer shall, or Former Business Employee, regardless of whether arising prior shall cause its Affiliates to, on or after the Closing Date, and (ii) join any industrial, employer or similar association or federationfederation if membership is required for the currently applicable Collective Bargaining Agreement to continue to apply. Purchaser Buyer shall indemnify Seller Parent and its Affiliates for any Liabilities incurred by Seller Parent and or its Affiliates with respect to Purchaser Buyer’s material and uncured or uncurable noncompliance with the foregoing obligations, after the parties reasonably cooperate to cure such noncompliance. (b) Buyer shall, and shall cause each of its Affiliates’ failure applicable Affiliates to, comply with all applicable Laws, directives and regulations relating to the Transferred Employees, including providing any required notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended and any similar state or local Law (“WARN”), with respect to events occurring on or after the Closing. Seller shall, and shall cause each of their applicable Affiliates to, comply with all applicable Laws, directives and regulations relating to the Employees of the Business, including providing any required notice under WARN, with respect to events occurring prior to the Closing. Seller shall provide Buyer with all information relating to actions taken prior to the Closing in order for Buyer and each of its applicable Affiliates to comply with the obligations under this Section 6.6(l)applicable Laws, which shall be considered Purchaser Assumed Employee Liabilities in accordance with Section 6.6(a)(i). Seller Parent shall indemnify Purchaser directive and its Affiliates for any Liabilities incurred by Purchaser and its Affiliates with respect to Seller Parent’s or its Affiliates’ failure to comply with the obligations under this Section 6.6(l)regulations described above.

Labor and Employment Law Matters. Purchaser No later than seven (7) days prior to any consultation with a works council, union, labor board, employee group or Governmental Authority regarding the effect, impact or timing of the transactions contemplated by this Agreement, Abbott will discuss with Mylan the approach and Seller Parent details to be discussed as part of such consultation and will include reasonable comments from Mylan that have been provided not later than three (3) days prior to such consultation. Mylan and Abbott shall, and shall cause their respective Affiliates to, cooperate to take all steps, on a timely basis, as are required under applicable Law (including the Transfer of Undertakings Laws) or any Collective Bargaining Agreement to notify, consult with, with or negotiate the effect, impact, terms impact or timing of the transactions contemplated by this Agreement with each works council, union, labor board, employee group (or employees directly) or Governmental Authority related to the foregoingwhere so required under applicable Law. Seller Parent Abbott shall regularly review with Purchaser Mylan the progress of the notifications, consultations and negotiations with each such works council, union, labor board, employee group (or employees directly) and Governmental Authority regarding the effect, impact or timing of the transactions contemplated by this Agreement. Purchaser Mylan and Seller Parent Abbott shall, and shall cause their respective applicable Affiliates to, comply with all applicable Laws, directives and regulations relating to the Business Employees in connection with this Section 6.6(l)Employees. To the extent required by Law New Mylan or Collective Bargaining Agreement (and within the time periods required by Law or Collective Bargaining Agreement), Purchaser shall or shall cause its applicable Affiliate to (i) shall become a party to any Collective Bargaining Agreement collective bargaining (including national, sector or local), works council or similar agreement with respect to applicable any Transferred Employees Employee and shall, or shall cause its Affiliates to, be responsible for all Liabilities related to periods after the Closing arising under any Collective Bargaining Agreement collective bargaining (including any national, sector or local), works council or similar agreement with respect to any Business Employee Transferred Employee. New Mylan shall, or Former Business Employee, regardless of whether arising prior shall cause its Affiliates to, on or after the Closing Date, and (ii) join any industrial, employer or similar association or federation. Purchaser shall indemnify Seller Parent and its Affiliates federation if membership is required for any Liabilities incurred by Seller Parent and its Affiliates with respect the currently applicable collective bargaining, works council or similar agreement to Purchaser or its Affiliates’ failure continue to comply with the obligations under this Section 6.6(l), which shall be considered Purchaser Assumed Employee Liabilities in accordance with Section 6.6(a)(i). Seller Parent shall indemnify Purchaser and its Affiliates for any Liabilities incurred by Purchaser and its Affiliates with respect to Seller Parent’s or its Affiliates’ failure to comply with the obligations under this Section 6.6(l)apply.

Labor and Employment Law Matters. Purchaser and the Seller Parent shall, and shall cause their respective applicable Affiliates to, cooperate to take all steps, on a timely basis, as are required under applicable Law (including the Transfer of Undertakings Laws) or any Collective Bargaining Agreement to notify, consult with, or negotiate the effect, impact, terms or timing of the transactions contemplated by this Agreement Transactions with each works council, union, labor board, employee group, or Governmental Authority where so required under applicable Law. The Seller shall regularly review with Purchaser the progress of such notifications, consultations and negotiations with each works council, union, labor board, employee group (or employees directly) or Governmental Authority related to the foregoing. Seller Parent shall regularly review with Purchaser the progress of the notifications, consultations and negotiations with each such works council, union, labor board, employee group (or employees directly) and Governmental Authority regarding the effect, impact or timing of the transactions contemplated by this AgreementTransactions. Purchaser and the Seller Parent shall, and shall cause their respective applicable Affiliates to, comply with all applicable Laws, directives and regulations relating to the Business Employees in connection with this Section 6.6(l)Employees. To the extent required by Law Purchaser or Collective Bargaining Agreement (and within the time periods required by Law or Collective Bargaining Agreement), Purchaser shall or shall cause its applicable Affiliate to (i) shall become a party to any Collective Bargaining Agreement with respect to any Transferred Employee; provided that, Purchaser or its applicable Transferred Employees and Affiliate may replace employee benefit plans sponsored by the Seller with alternative plans providing comparable benefits in the aggregate so long as Purchaser commences, only after the Closing, any discussions with the applicable union in respect of such alternative benefit plans under a Collective Bargaining Agreement. In addition, Purchaser shall, or shall cause its Affiliates to, be responsible for all Liabilities arising under any Collective Bargaining Agreement with respect to any Business Employee Transferred Employee. Purchaser shall, or Former Business Employee, regardless of whether arising prior shall cause its Affiliates to, on or after the Closing Date, and (ii) join any industrial, employer or similar association or federationfederation if membership is required for the currently applicable Collective Bargaining Agreement to continue to apply. Purchaser shall indemnify the Seller Parent and its Affiliates Indemnitees for any Liabilities incurred by Seller Parent and its Affiliates any of them with respect to Purchaser or its Affiliates’ failure to comply Purchaser’s noncompliance with the obligations under foregoing obligations. For the avoidance of doubt, nothing in this Section 6.6(l), which 7.06(j) shall be considered result in any Liability to Purchaser Assumed Employee Liabilities in accordance with Section 6.6(a)(i). Seller Parent shall indemnify Purchaser and its Affiliates for any Liabilities incurred by Purchaser and its Affiliates with respect to any Seller ParentQualified Plan (including the Pension Plan for Hourly Employees of Ashland Chemical Company (Calumet City Facility)) or modify the Seller’s or its Affiliates’ failure obligations pursuant to comply with the obligations under this Section 6.6(l7.06(f).

Labor and Employment Law Matters. (a) Purchaser and Seller Parent shall, and shall cause their respective Affiliates to, cooperate to take all steps, on a timely basis, as are required under applicable Law (including the Transfer of Undertakings Laws) or any Collective Bargaining Agreement collective bargaining agreement or works council agreement to notify, consult with, or negotiate the effect, impact, terms or timing of the transactions contemplated by this Agreement with each works council, union, labor board, employee group (or employees directly) group, or Governmental Authority related to Entity where so required under applicable Law, including the foregoingTransfer of Undertakings Directive. Seller Parent shall regularly review with Purchaser the progress of the notifications, consultations and negotiations with each such works council, union, labor board, employee group (or employees directly) and Governmental Authority Entity regarding the effect, impact or timing of the transactions contemplated by this Agreement. Purchaser and Seller Parent shall, and shall cause their respective applicable Affiliates to, comply with all applicable Laws, directives and regulations relating to the Business Employees in connection with this Section 6.6(l)Employees. To the extent required by Law Purchaser or Collective Bargaining Agreement (and within the time periods required by Law or Collective Bargaining Agreement), Purchaser shall or shall cause its applicable Affiliate to (i) shall become a party to any Collective Bargaining Agreement collective bargaining (including national, sector or local), works council or similar agreement with respect to applicable any Transferred Employees Employee and shall, or shall cause its Affiliates to, be responsible for all Liabilities related to periods after the Closing arising under any Collective Bargaining Agreement collective bargaining (including any national, sector or local), works council or similar agreement with respect to any Business Employee Transferred Employee. Purchaser shall, or Former Business Employee, regardless of whether arising prior shall cause its Affiliates to, on or after the Closing Date, and (ii) join any industrial, employer or similar association or federationfederation if membership is required for the currently applicable collective bargaining, works council or similar agreement to continue to apply. Purchaser shall indemnify the Seller Parent and its Affiliates Group for any Liabilities incurred by the Seller Parent and its Affiliates Group with respect to Purchaser’s noncompliance with the foregoing obligations. (b) Purchaser or shall, and shall cause each of its Affiliates’ failure to applicable Affiliates to, comply with all applicable Laws, directives and regulations relating to the obligations Transferred Employees, including providing any required notice under this Section 6.6(lthe Worker Adjustment and Retraining Notification Act of 1988, as amended, and any similar non-U.S., state or local Law (“WARN”), which shall be considered Purchaser Assumed Employee Liabilities in accordance with Section 6.6(a)(i). Seller Parent shall indemnify Purchaser and its Affiliates for any Liabilities incurred by Purchaser and its Affiliates with respect to events occurring on or after the Closing. Seller Parent’s or shall, and shall cause each of its Affiliates’ failure to applicable Affiliates to, comply with all applicable Laws, directives and regulations relating to the obligations Business Employees, including providing any required notice under this Section 6.6(l)WARN, with respect to events occurring prior to the Closing.