Common use of Maintenance of Terms and Conditions Clause in Contracts

Maintenance of Terms and Conditions. (a) For a period of at least eighteen (18) months commencing on the Closing Date or such longer period as required by Applicable Law (the “Continuation Period”), Buyer shall provide, or shall cause its Affiliates to provide, each Continuing Employee who remains employed or becomes employed by Buyer or one of its Subsidiaries upon and following the Closing Date with (i) at least the same base salary or wage rate provided to such Continuing Employee immediately prior to the Closing Date, (ii) short and long-term incentive compensation opportunities, in each case which are no less favorable in the aggregate to the short and long-term compensation opportunities provided to such Continuing Employee (including all cash and equity based compensation) in the aggregate immediately prior to the Closing Date; provided that any long-term incentive award opportunities may be provided in the form of cash or equity or a combination thereof, and (iii) other compensation and employee benefits, including paid time-off, severance benefits and protections and health savings account contributions, which are no less favorable in the aggregate to such other compensation and employee benefits provided to such Continuing Employee immediately prior to the Closing Date; provided, that notwithstanding anything to the contrary herein, such compensation and employee benefits provided by Buyer (or one of its Subsidiaries) shall be of the type and at levels sufficient to comply with Applicable Law or the terms of any collective bargaining, works council or other agreement with any employee representative group. (b) Buyer will recognize and assume the liability with respect to accrued but unused vacation time and sick leave as of the Closing Date for all Continuing Employees in which such recognition is permitted or required by Applicable Law. (c) With respect to any employee benefit plan maintained by Buyer or any of its Affiliates in which any Continuing Employee becomes a participant, for purposes of determining eligibility to participate, vesting, vacation, paid time-off and severance plan and other benefit plan accruals, each Continuing Employee’s service with Seller or any of its Affiliates (as well as service with any predecessor employer, to the extent recognized by Seller or any of its Affiliates) shall be treated as service with Buyer and its Affiliates; provided, however, that such service need not be recognized (i) to the extent that such recognition would result in any duplication of benefits or (ii) such service was not recognized under a comparable Seller Benefit Plan immediately prior to the Closing. (d) Buyer shall use reasonable best efforts to waive, or shall cause its Affiliates to waive, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods (or other equivalent requirements for each applicable jurisdiction) under any welfare benefit plan maintained by Buyer or any of its Affiliates in which any Continuing Employees (and such Continuing Employees eligible dependents) will be eligible to participate from and after the Closing, except to the extent that such items would not have been satisfied or waived under the comparable Seller Benefit Plan immediately prior to the Closing. Where a waiting period cannot be waived, Buyer will cover the costs of employee COBRA coverage for the duration of the intervening period. Buyer shall use reasonable best efforts to recognize, or shall cause its Affiliates to recognize, all co-payments, deductibles and similar expenses and out- of-pocket maximums incurred by each Continuing Employee (and such Continuing Employees eligible dependents) prior to the Closing during the plan year in which Closing occurs for purposes of satisfying any comparable deductible and co-payment limitations and out-of-pocket requirements under the relevant welfare benefit plans in which such Continuing Employee (and such Continuing Employees eligible dependents) will be eligible to participate from and after the Closing during the plan year in which Closing occurs.

Maintenance of Terms and Conditions. (a) For a period of at least eighteen twelve (1812) months commencing on the earliest Closing Date under this Agreement or such longer period as required by Applicable Law (the “Continuation Period”), Buyer shall provide, or shall cause one of its Affiliates to provide, each Continuing Employee who remains employed or becomes employed by Buyer or one of its Subsidiaries (including an Acquired Entity) upon and following the Closing Date with (i) at least the same base salary or wage rate provided to such Continuing Employee immediately prior to the Closing Date, (ii) short and longa target short-term incentive compensation opportunitiesopportunity, in each case which based solely on the target percentage of base salary or wage rate and not the attainability of applicable performance metrics, that are no less favorable in than the aggregate to the short and longshort-term incentive compensation opportunities opportunity provided to such Continuing Employee (including all cash and equity based compensation) in the aggregate immediately prior to the Closing Date; provided that any long-term incentive award opportunities may be provided in the form of cash or equity or a combination thereof, and (iii) other compensation and employee benefits, including including, paid time-off, off and severance benefits and protections and health savings account contributionsprotections, which are no less favorable in the aggregate to such other compensation and employee benefits provided to such Continuing Employee immediately prior to the Closing Datesimilarly situated employees of Buyer and its Affiliates; provided, that notwithstanding anything to the contrary herein, such compensation and employee benefits provided by Buyer (or one of its Subsidiaries) shall be of the type and at levels sufficient to comply with Applicable Law or the terms of any collective bargaining, works council or other agreement with any employee representative group. (b) Buyer and its Affiliates will recognize and assume the liability with respect to accrued but unused vacation time and sick leave as of the Closing Date for all Continuing Employees in which such recognition is permitted or required by Applicable Law. (c) With respect to any employee benefit plan maintained by Buyer or any of its Affiliates in which any Continuing Employee becomes a participant, for purposes of determining eligibility to participate, vesting, vacation, paid time-off and severance plan and other benefit plan accruals, each Continuing Employee’s service with Seller or any of its Affiliates (as well as service with any predecessor employer, to the extent recognized by Seller or any of its Affiliates) shall be treated as service with Buyer and its Affiliates; provided, however, that such service need not be recognized (i) to the extent that such recognition would result in any duplication of benefits or (ii) such service was not recognized under a comparable Seller Business Benefit Plan immediately prior to the Closing. (d) Buyer shall use reasonable best efforts to waive, or shall cause its Affiliates to waive, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods (or other equivalent requirements for each applicable jurisdiction) under any welfare benefit plan maintained by Buyer or any of its Affiliates in which any Continuing Employees (and such Continuing Employees eligible dependents) will be eligible to participate from and after the Closing, except to the extent that such items would not have been satisfied or waived under the comparable Seller Business Benefit Plan immediately prior to the Closing. Where a waiting period cannot be waived, Buyer will cover the costs of employee COBRA coverage for the duration of the intervening period. Buyer shall use reasonable best efforts to recognize, or shall cause its Affiliates to recognize, all co-payments, deductibles and similar expenses and out- out-of-pocket maximums incurred by each Continuing Employee (and such Continuing Employees eligible dependents) prior to the Closing during the plan year in which Closing occurs for purposes of satisfying any comparable deductible and co-payment limitations and out-of-pocket requirements under the relevant welfare benefit plans in which such Continuing Employee (and such Continuing Employees eligible dependents) will be eligible to participate from and after the Closing during the plan year in which Closing occurs.

Maintenance of Terms and Conditions. (a) For a the period of at least eighteen (18) months commencing on the Closing Date or such longer period as required by Applicable Law and ending on the twelve (12)-month anniversary thereof (the “Continuation Period”), Buyer shall provide, or shall cause its Affiliates except to provide, each Continuing Employee who remains employed or becomes employed by Buyer the extent as may be agreed between JV NewCo (or one of its Subsidiaries upon and Subsidiaries, including, following the Closing Date Closing, an Emerald Entity) and the applicable Transferred Employee, JV NewCo shall, and shall cause its Subsidiaries (including the Emerald Entities) to, provide each Transferred Employee with (ia) a base salary or wage rate that is at least equal to the same base salary or wage rate provided to such Continuing Transferred Employee immediately prior to the Closing DateApplicable Transfer Time, (iib) short and longtarget short-term cash incentive compensation opportunitiesopportunities (including annual bonus, commission opportunities and profit-sharing opportunities but excluding equity and equity-based incentive opportunities and any one-time, retention, transaction, change-in-control or similar payments) that are, in each case which case, at least equal to each of the target short-term cash incentive compensation opportunities (including annual bonus, commission opportunities and profit-sharing opportunities but excluding equity and equity-based incentive opportunities and any one-time, retention, transaction, change-in-control or similar payments) provided to such Transferred Employee immediately prior to the Applicable Transfer Time and (c) employee benefits, fringe benefits and perquisites that are no less favorable substantially comparable in the aggregate to the short employee benefits, fringe benefits and longperquisites (including the value of any defined benefit pension benefits, but understanding the form of benefit may vary, but excluding any equity and equity-term based incentive compensation opportunities opportunities, any deferred compensation benefits and any retiree health or welfare benefits) provided to such Continuing Employee (including all cash and equity based compensation) in the aggregate Transferred Employees immediately prior to the Closing Date; Applicable Transfer Time (provided that any long-term incentive award opportunities may be provided in the form of cash or equity or a combination thereof, and (iii) other compensation and employee benefits, including paid time-off, severance benefits and protections and health savings account contributions, which are no less favorable in the aggregate to such other compensation and employee benefits provided to such Continuing Employee immediately prior to the Closing Date; provided, that notwithstanding anything to the contrary herein, such compensation and employee benefits provided by Buyer (or one of its Subsidiaries) shall be of the type and at levels sufficient to comply with Applicable Law or the terms of any collective bargaining, works council or other agreement with any employee representative group. (b) Buyer will recognize and assume the liability with respect to accrued but unused vacation time and sick leave as of the Closing Date for all Continuing Employees in which such recognition is permitted or required by Applicable Law. (c) With respect to any employee benefit plan maintained by Buyer or any of its Affiliates in which any Continuing Employee becomes a participantthat, for purposes of determining eligibility this subsection (c), the value of defined benefit pension benefits shall be determined by JV NewCo in good faith consultation with Exxxxxx and determined by reference to participate(1) the projected value as of the assumed future retirement date, vestingusing reasonable assumptions and taking into account future wage growth, vacation, paid time-off of the defined benefit pension benefits provided to Transferred Employees by Exxxxxx and severance plan and other benefit plan accruals, each Continuing Employee’s service with Seller or any of its Affiliates Subsidiaries (as well if the transactions contemplated by this Agreement had not occurred), less (2) the projected value as service with any predecessor employerof the same future retirement date, using the same reasonable assumptions, of the defined benefit pension benefits provided to Transferred Employees that were retained by Exxxxxx and the Retained Subsidiaries (reflecting the transactions contemplated by this Agreement). Notwithstanding anything in this ‎Article 7 to the extent recognized by Seller or any of its Affiliates) contrary, the terms and conditions provided to Transferred Employees following the Applicable Transfer Time shall be treated as service with Buyer and its Affiliates; provided, however, that such service need not be recognized (i) subject to the extent that such recognition would result in any duplication requirements of benefits or (ii) such service was not recognized under a comparable Seller Benefit Plan immediately prior to the ClosingApplicable Law and all applicable collective bargaining and works council agreements. (d) Buyer shall use reasonable best efforts to waive, or shall cause its Affiliates to waive, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods (or other equivalent requirements for each applicable jurisdiction) under any welfare benefit plan maintained by Buyer or any of its Affiliates in which any Continuing Employees (and such Continuing Employees eligible dependents) will be eligible to participate from and after the Closing, except to the extent that such items would not have been satisfied or waived under the comparable Seller Benefit Plan immediately prior to the Closing. Where a waiting period cannot be waived, Buyer will cover the costs of employee COBRA coverage for the duration of the intervening period. Buyer shall use reasonable best efforts to recognize, or shall cause its Affiliates to recognize, all co-payments, deductibles and similar expenses and out- of-pocket maximums incurred by each Continuing Employee (and such Continuing Employees eligible dependents) prior to the Closing during the plan year in which Closing occurs for purposes of satisfying any comparable deductible and co-payment limitations and out-of-pocket requirements under the relevant welfare benefit plans in which such Continuing Employee (and such Continuing Employees eligible dependents) will be eligible to participate from and after the Closing during the plan year in which Closing occurs.