Common use of Non-U.S. Employees Clause in Contracts

Non-U.S. Employees. In addition to Section 6.6 as applicable to Non-U.S. Employees, this Section 6.7 applies only to Non-U.S. Employees and certain former non-U.S. Employees (“Non-U.S. Former Employees”). (a) This Section 6.7 and Section 6.7(a) of the Disclosure Letter shall contain covenants and agreements of the Parties on and as of the Closing Date with respect to: (i) the Non-U.S. Employees; and (ii) Non-U.S. Benefit Plans listed in Section 6.7(a)(ii) of the Disclosure Letter, which shall be provided to Purchaser within thirty (30) days following the date of this Agreement, provided or covering such Non-U.S. Employees and Non-U.S. Former Employees. (b) Seller Parent, Seller and Purchaser and their respective Subsidiaries shall comply with all obligations either under the Transfer Regulations or other applicable Laws to notify and/or consult with Non-U.S. Employees or employee representatives, unions, works councils or other employee representative bodies, if any, and shall provide such information to the other Party as is required by that Party to comply with its notification and/or consultation obligations. Seller Parent, Seller and Purchaser shall indemnify each other against all Losses resulting from any failure of the other to notify and/or consult or to provide such information in a timely manner. (c) Seller and its Subsidiaries will not, without Purchaser’s consent, make any material changes to the working conditions of the Non-U.S. Employees that have not either been announced or agreed to under a collectively bargained agreement between the signing of this Agreement and the Closing Date. (d) Seller shall provide Purchaser with a supplemental schedule of collective bargaining agreements in those countries that are not covered by Section 4.14 of the Disclosure Letter no later than 30 days prior to the Closing Date. (e) The Parties acknowledge and agree that all provisions contained in this Section 6.7 with respect to employees are included for the sole benefit of the respective Parties and shall not create any right (i) in any other Person, including, without limitation, any employees, former employees, any participant in any Seller Plan or any beneficiary thereof or (ii) to continued employment with Seller or Purchaser. (f) Seller Parent, Seller and Purchaser agree that to the extent the transactions contemplated by this Agreement would result in an acceleration of maturity of amounts payable under obligations described in Section 6.7(f) of the Disclosure Letter (the “Section 6.7(f) Obligations”), unless otherwise required by Law, Seller Parent, Seller and their Subsidiaries and Purchaser will waive any such acceleration and to the extent necessary will amend or modify such Section 6.7(f) Obligations to provide for such Section 6.7(f) Obligations when held by Purchaser after the Closing to mature on the same terms as would have applied to such Section 6.7(f) Obligations if the transactions contemplated hereby did not occur.

Non-U.S. Employees. In addition to Section 6.6 as applicable to Non-U.S. Employees, this Section 6.7 applies only to Non-U.S. Employees and certain former non-U.S. Employees (“Non-U.S. Former Employees”). (a) This Section 6.7 and Section 6.7(a) of the Disclosure Letter shall contain covenants and agreements of the Parties on and as of the Closing Date with respect to: (i) the Non-U.S. Employees; and (ii) Non-U.S. Benefit Plans listed in Section 6.7(a)(ii) of the Disclosure Letter, which shall be provided to Purchaser within thirty (30) days following the date of this Agreement, provided or covering such Non-U.S. Employees and Non-U.S. Former Employees. (b) Seller Parent, Seller and Purchaser and their respective Subsidiaries shall comply with all obligations either under the Transfer Regulations or other applicable Laws to notify and/or consult with Non-U.S. Employees or employee representatives, unions, works councils or other employee representative bodies, if any, and shall provide such information to the other Party as is reasonably required by that Party to comply with its notification and/or consultation obligations. Seller Parent, Seller and Purchaser shall indemnify each other against all Losses Any Liability resulting from any the failure by one Party to comply with such obligations shall be borne by such Party, and such Liabilities shall constitute (i) in the event of a failure to comply by Seller, Excluded Liabilities for the other purposes of Section 9.1(a)(iv) or (ii) in the event of a failure to notify and/or consult or to provide such information in a timely mannercomply by Purchaser, Assumed Liabilities for the purposes of Section 9.1(b)(iv). (c) Seller and its Subsidiaries will not, without Purchaser’s consent, make any material changes to the working conditions of the Non-U.S. Employees that have not either been announced or agreed to under a collectively bargained agreement between the signing of this Agreement and the Closing Date. (d) Seller shall provide Purchaser with a supplemental schedule of collective bargaining agreements in those countries that are not covered by Section 4.14 of the Disclosure Letter no later than 30 days prior to the Closing Date. (e) The Parties acknowledge and agree that all provisions contained in this Section 6.7 with respect to employees are included for the sole benefit of the respective Parties and shall not create any right (i) in any other Person, including, without limitation, any employees, former employees, any participant in any Seller Plan or any beneficiary thereof or (ii) to continued employment with Seller or Purchaser. (fd) Seller Parent, Seller Any and Purchaser agree that all Liabilities and losses (including but not limited to reasonable attorneys’ fees and other costs of defense incurred in any action) arising out of or with respect to any Non-U.S. Benefit Plan shall constitute Excluded Liabilities for the extent the transactions contemplated by this Agreement would result in an acceleration purposes of maturity of amounts payable under obligations described in Section 6.7(f) of the Disclosure Letter (the “Section 6.7(f) Obligations”9.1(a)(iv), unless otherwise required by Law, Seller Parent, Seller and their Subsidiaries and Purchaser will waive any such acceleration and to the extent necessary will amend or modify such Section 6.7(f) Obligations to provide for such Section 6.7(f) Obligations when held by Purchaser after the Closing to mature on the same terms as would have applied to such Section 6.7(f) Obligations if the transactions contemplated hereby did not occur.

Non-U.S. Employees. In addition to Section 6.6 as applicable to Non-U.S. Employees, this Section 6.7 applies only to Non-U.S. Employees and certain former non-U.S. Employees (“Non-U.S. Former Employees”). (a) This Notwithstanding the provisions of Section 6.7 and Section 6.7(a) 11.1, the Purchaser shall make or cause to be made offers of the Disclosure Letter shall contain covenants and agreements of the Parties on and employment, effective as of the Closing Date with respect to: (i) the Non-U.S. Employees; and (ii) Non-U.S. Benefit Plans listed in Section 6.7(a)(ii) of the Disclosure LetterDate, which shall be provided to Purchaser within thirty (30) days following the date of this Agreement, provided or covering such Non-U.S. Employees and Non-U.S. Former Employees. (b) Seller Parent, Seller and Purchaser and their respective Subsidiaries shall comply with all obligations either under the Transfer Regulations or other applicable Laws to notify and/or consult with Non-U.S. Employees or employee representatives, unions, works councils or other employee representative bodies, if any, and shall provide such information to the other Party as is required by that Party to comply with its notification and/or consultation obligations. Seller Parent, Seller and Purchaser shall indemnify each other against all Losses resulting from any failure of the other to notify and/or consult or to provide such information in a timely manner. (c) Seller and its Subsidiaries will not, without Purchaser’s consent, make any material changes to the working conditions of the Non-U.S. Employees listed on Schedule 11.3 (collectively, the “Offered Non-U.S. Employees”). Each such offer of employment shall comply in all respects with the requirements of applicable local Law and the Sellers and the Purchaser agree to take any actions necessary to effect the transfers of employment of such employees from the Sellers to the Purchaser or its agent and to agree upon the terms and conditions of such transfers and other matters relating to such transfers, which terms and conditions may be set forth in an Employee Exhibit that have not either been announced or agreed to under will form a collectively bargained agreement between the signing part of this Agreement and the Closing Date. (d) Seller shall provide Purchaser with a supplemental schedule supersede any provisions of collective bargaining agreements in those countries this Agreement that are inconsistent with any such Employee Exhibit; provided, however, that the Purchaser shall not covered by Section 4.14 be obligated to make or cause to be made an offer of employment to any Offered Non-U.S. Employee unless and until the Disclosure Letter no later than 30 days prior Sellers and the Purchaser have agreed to the Closing Date. (e) The Parties acknowledge and agree that all provisions contained in this Section 6.7 an Employee Exhibit with respect to employees are included such Offered Non-U.S. Employee. To the extent that the employment of any Offered Non-U.S. Employee is transferred to an agent of the Purchaser or an agent of the Purchaser becomes an employer of any Offered Non-U.S. Employee (any such Offered Non-U.S. Employee, an “Agent Offered Non-U.S. Employee”), the Purchaser shall cause such agent to comply in all respects with this Article 11 (and, for the sole benefit avoidance of doubt, with the respective Parties applicable Employee Exhibit and applicable Law) to the same extent as the same would have applied to the Purchaser. Except as may otherwise be expressly provided in an applicable Employee Exhibit, the Purchaser shall not create be liable for any right costs of such transfer, employment and compliance and the Purchaser shall indemnify the Sellers for any Losses or Liabilities that may accrue to the Sellers as a result of (i) in the transfer to or employment by an agent of the Purchaser of any other PersonAgent Offered Non-U.S. Employee, including, without limitation, any employees, former employees, any participant in any Seller Plan or any beneficiary thereof or (ii) any act, failure to continued employment act or non-compliance by the Purchaser or its agent with Seller regard to an Agent Offered Non-U.S. Employee (including any severance benefits, notice of termination, pay in lieu of notice, or Purchaser. (f) Seller Parentother similar pay, Seller and Purchaser agree that benefits or rights required under any applicable Foreign Benefit Plan, contract or Law caused by, due to the extent the transactions contemplated by this Agreement would result in an acceleration of maturity of amounts payable under obligations described in Section 6.7(f) or arising out of the Disclosure Letter Purchaser’s or its agent’s failure to comply with this Article 11 (or, for the “Section 6.7(f) Obligations”avoidance of doubt, with the applicable Employee Exhibit or applicable Law), unless otherwise required by Law, Seller Parent, Seller and their Subsidiaries and Purchaser will waive any such acceleration and to the extent necessary will amend or modify such Section 6.7(f) Obligations to provide for such Section 6.7(f) Obligations when held by Purchaser after the Closing to mature on the same terms as would have applied to such Section 6.7(f) Obligations if the transactions contemplated hereby did not occur.

Non-U.S. Employees. In addition to Section 6.6 as applicable to Non-U.S. Employees, this Section 6.7 applies only to Non-U.S. Employees and certain former non-U.S. Employees (“Non-U.S. Former Employees”). (a) This Section 6.7 and Section 6.7(a) of the Disclosure Letter shall contain covenants and agreements of the Parties on and as of the Closing Date with respect to: (i) the Non-U.S. Employees; and (ii) Non-U.S. Benefit Plans listed in Section 6.7(a)(ii) of the Disclosure Letter, which shall be provided to Purchaser within thirty (30) days following the date of this Agreement, provided or covering such Non-U.S. Employees and Non-U.S. Former Employees. (b) Seller Parent, Seller and Purchaser and their respective Subsidiaries shall comply with all obligations either under the Transfer Regulations or other applicable Laws to notify and/or consult with Non-U.S. Employees or employee representatives, unions, works councils or other employee representative bodies, if any, and shall provide such information to the other Party as is required by that Party to comply with its notification and/or consultation obligations. Seller Parent, Seller and Purchaser shall indemnify each other against all Losses resulting from any failure of the other to notify and/or consult or to provide such information in a timely manner. (c) Seller and its Subsidiaries will not, without Purchaser’s consent, make any material changes to the working conditions of the Non-U.S. Employees that have not either been announced or agreed to under a collectively bargained agreement between the signing of this Agreement and the Closing Date. (d) Seller shall provide Purchaser with a supplemental schedule of collective bargaining agreements in those countries that are not covered by Section 4.14 4.13 of the Disclosure Letter no later than 30 days prior to the Closing Date. (e) The Parties acknowledge and agree that all provisions contained in this Section 6.7 with respect to employees are included for the sole benefit of the respective Parties and shall not create any right (i) in any other Person, including, without limitation, any employees, former employees, any participant in any Seller Plan or any beneficiary thereof or (ii) to continued employment with Seller or Purchaser. (f) Seller Parent, shall pay or make arrangements for the payment through Purchaser of the obligations described in Section 2.2(b)(v) of the Disclosure Letter. (g) Seller and Purchaser agree that to the extent the transactions contemplated by this Agreement would result in an acceleration of maturity of amounts payable under obligations described in Section 6.7(f6.7(g) of the Disclosure Letter (the “Section 6.7(f6.7(g) Obligations”), unless otherwise required by Lawlaw, Seller Parent, Seller and their Subsidiaries and Purchaser will waive any such acceleration and to the extent necessary will amend or modify such Section 6.7(f6.7(g) Obligations to provide for such Section 6.7(f6.7(g) Obligations when held by Purchaser after the Closing to mature on the same terms as would have applied to such Section 6.7(f6.7(g) Obligations if the transactions contemplated hereby did not occur.

Non-U.S. Employees. In addition to Section 6.6 as applicable to Non-U.S. Employees, this Section 6.7 applies only to Non-U.S. Employees and certain former non-U.S. Employees (“Non-U.S. Former Employees”). (a) This Section 6.7 and Section 6.7(a) of the Disclosure Letter shall contain covenants and agreements of the Parties on and as of the Closing Date with respect to: (i) the Non-U.S. Employees; and (ii) Non-U.S. Benefit Plans listed in Section 6.7(a)(ii) of the Disclosure Letter, which shall be provided to Purchaser within thirty (30) days following the date of this Agreement, provided or covering such Non-U.S. Employees and Non-U.S. Former Employees. (b) Seller Parent, Seller and Purchaser and their respective Subsidiaries shall comply with all obligations either under the Transfer Regulations or other applicable Laws to notify and/or consult with Non-U.S. Employees or employee representatives, unions, works councils or other employee representative bodies, if any, and shall provide such information to the other Party as is required by that Party to comply with its notification and/or consultation obligations. Seller Parent, Seller and Purchaser shall indemnify each other against all Losses resulting from any failure of the other to notify and/or consult or to provide such information in a timely manner. (c) Seller and its Subsidiaries will not, without Purchaser’s consent, make any material changes to the working conditions of the Non-U.S. Employees that have not either been announced or agreed to under a collectively bargained agreement between the signing of this Agreement and the Closing Date. (d) Seller shall provide Purchaser with a supplemental schedule of collective bargaining agreements in those countries that are not covered by Section 4.14 of the Disclosure Letter no later than 30 days prior to the Closing Date. (e) The Parties acknowledge and agree that all provisions contained in this Section 6.7 with respect to employees are included for the sole benefit of the respective Parties and shall not create any right (i) in any other Person, including, without limitation, any employees, former employees, any participant in any Seller Plan or any beneficiary thereof or (ii) to continued employment with Seller or Purchaser. (f) Seller Parent, Seller and Purchaser agree that to the extent the transactions contemplated by this Agreement would result in an acceleration of maturity of amounts payable under obligations described in Section 6.7(f) of the Disclosure Letter (the “Section 6.7(f) Obligations”), unless otherwise required by Law, Seller Parent, Seller and their Subsidiaries and Purchaser will waive any such acceleration and to the extent necessary will amend or modify such Section 6.7(f) Obligations to provide for such Section 6.7(f) Obligations when held by Purchaser after the Closing to mature on the same terms as would have applied to such Section 6.7(f) Obligations if the transactions contemplated hereby did not occur.