Common use of Offers and Terms of Employment Clause in Contracts

Offers and Terms of Employment. (a) Seller shall, and shall cause the relevant Subsidiaries of Seller to, terminate, effective as of the Closing Date, the employment of all the Employees listed in Part I of Section 6.01(a) of the Seller Disclosure Schedule (such schedule to be updated no later than two weeks prior to the Closing). No later than three days prior to, and effective as of, the Closing Date, Purchaser shall, or shall cause one of its applicable Subsidiaries to, offer employment to each such Employee (each such Employee, an “Offeree”). Notwithstanding the preceding two sentences, for any such Employee (an “Inactive Employee”) who is inactive on the Closing Date because of a short-term disability or by reason of a leave under the Family and Medical Leave Act (an “FMLA Leave”) such termination of employment and offer of employment shall be effective as of the date such Employee returns to active status, and shall be subject to such Employee returning to active status not later than the expiration of such short-term disability benefits or FMLA Leave. Notwithstanding the foregoing provisions of this Section 6.01(a), for employees located in non-US jurisdictions for whom the transfer of employment mechanism described above would be inconsistent with local requirements (each, a “Non-US TE”), employment shall transfer through assumption of employment contracts or otherwise in compliance with such requirements. Part II of Section 6.01(a) of the Seller Disclosure Schedule sets forth the manner in which the employment of each Non-US TE is intended by the Purchaser and Seller to be transferred. In the event employment of the Non-US TEs cannot be transferred as outlined on Section 6.01(a) of the Seller Disclosure Schedule, then an agreement outlining the actual method of transfer and the allocation of any associated Liabilities shall be created and negotiated in good faith between Seller and Purchaser, but in all events shall be consistent with the terms of this Agreement.

Offers and Terms of Employment. (a) The Seller shall, and shall cause the relevant Subsidiaries of Seller to, terminate, effective as of the Closing Date, the employment of all each of the Business Employees listed in Part I of Section 6.01(a6.1(a)(i) of the Seller Disclosure Schedule Schedules (each such schedule to be updated no later than two weeks prior Business Employee, a “U.S. Offeree”), but shall not terminate the employment of the Business Employees listed in Section 6.1(a)(ii) of the Disclosure Schedules (each such Business Employee, a “U.K. Employee”) (the transfer of such U.K. Employees being instead subject to the Closingprovisions of Section 6.7); provided, however, that Seller shall not terminate the employment of Inactive Business Employees until such Inactive Business Employee presents themselves to Buyer for active employment (or it is determined that such Inactive Business Employee will not return to active employment within six (6) months of the Closing Date or such earlier date with respect to which any reemployment rights they may have cease). No later than three days prior to, and effective as of, the commencement of business on the Closing Date, Purchaser the Buyer shall, or shall cause one of its applicable Subsidiaries a Buyer Subsidiary to, offer employment to each U.S. Offeree, such Employee (each such Employeeemployment to be deemed to commence as of 12:01 AM, an “Offeree”). Notwithstanding the preceding two sentencesEastern Time, for any such Employee (an “Inactive Employee”) who is inactive on the Closing Date because of a short-term disability or by reason of a leave under the Family and Medical Leave Act (an “FMLA Leave”) such termination Date; provided, however, offers of employment to Inactive Business Employees shall be contingent on each such Inactive Business Employee presenting himself/herself to Buyer for active employment within six months of the Closing (or such later date with respect to which the Inactive Business Employee has reemployment rights under applicable law) and the effective date of Inactive Business Employees’ employment with Buyer shall be the date such Inactive Business Employee commences active employment with Buyer. Each such offer of employment shall be effective as in writing and a copy of the date such Employee returns to active status, and form thereof shall be subject provided to such the Seller for the Seller’s reasonable review and comment at least five Business Days prior to the date it is distributed to the applicable U.S. Offeree. Each U.S. Offeree who accepts his or her offer of employment and commences employment with Buyer shall be referred to herein as a “Transferred U.S. Employee”. A U.S. Offeree who performs work at his or her then applicable place of employment in the Business on the first Business Day immediately following the Closing Date shall be deemed for all purposes of this Agreement to have accepted the offer of employment and to be a Transferred U.S. Employee returning for all purposes of this Agreement. The Buyer shall provide written notice to active status the Seller not later than the expiration two Business Days following receipt of such short-term disability benefits any acceptance or FMLA Leave. Notwithstanding the foregoing provisions of this Section 6.01(a), for employees located in non-US jurisdictions for whom the transfer declination of employment mechanism described above would be inconsistent with local requirements (each, a “Non-US TE”), employment shall transfer through assumption of employment contracts or otherwise in compliance with such requirements. Part II of Section 6.01(a) of the Seller Disclosure Schedule sets forth the manner in which the employment of each Non-US TE is intended by the Purchaser and Seller to be transferred. In the event employment of the Non-US TEs cannot be transferred as outlined on Section 6.01(a) of the Seller Disclosure Schedule, then an agreement outlining the actual method of transfer and the allocation of any associated Liabilities shall be created and negotiated in good faith between Seller and Purchaser, but in all events shall be consistent with the terms of this AgreementU.S. Offeree.

Offers and Terms of Employment. (a) Section 1.01(v) of the Seller Disclosure Schedule and Section 3.11(c) of the Seller Disclosure Schedule shall be updated no later than ten Business Days prior to the Closing Date to reflect, with respect to Employees below the level of Vice President, hiring, promotions, demotions, transfers or other status changes and attrition, and further accruals or reductions in the ordinary course of the business consistent with past practice from the date hereof to the Closing Date; provided that Seller shall not transfer the employment of any employee to the Business, or of any Employee who is not an Excluded Employee outside of the Business, without the prior written consent of Purchaser; provided further that within 15 Business Days following the date hereof, Purchaser may remove up to forty-four (44) Employees from the list of Employees on Section 1.01(v) of the Seller Disclosure Schedule (the “Purchaser Excluded Employees”). Seller shall, and shall cause the relevant Seller Subsidiaries of Seller to, terminate, effective as of the Closing Date, the employment of all the Employees listed in Part I each Offeree who accepts Purchaser’s or one of Section 6.01(a) its Subsidiaries’ offer of the Seller Disclosure Schedule (such schedule employment and whose employment does not otherwise transfer automatically by operation of law to be updated no later than two weeks prior to the Closing)Purchaser. No later than three days prior to, and effective as of, the Closing Date, Purchaser shall, or shall cause one of its applicable Subsidiaries to, offer employment to each such Employee who is listed in Section 1.01(v) of the Seller Disclosure Schedule (each such Employee, an “Offeree”). Notwithstanding the preceding two sentences, for any such Employee (an “Inactive Employee”) who is inactive on the Closing Date because of a short-term disability or by reason of a leave under the Family and Medical Leave Act (an “FMLA Leave”) such termination of employment and offer of employment shall be effective as of the date such Employee returns to active status, and shall be subject to such Employee returning to active status not later than the expiration of such short-term disability benefits or FMLA Leave. Notwithstanding the foregoing provisions of this Section 6.01(a), for employees located in non-US U.S. jurisdictions for whom the transfer of employment mechanism described above would be inconsistent with local requirements (each, a “Non-US U.S. TE”), employment shall transfer through assumption of employment contracts or otherwise in compliance with such requirements. Part II of Section 6.01(a) of the Seller Disclosure Schedule sets forth the manner in which the employment of each Non-US U.S. TE is intended by the Purchaser and Seller to be transferred. In Each Offeree who accepts Purchaser’s or one of its Subsidiaries’ offer of employment, together with each Share Transfer Employee whose employment continues with the event employment Companies or other Employee who is transferred to Purchaser or a Subsidiary of Purchaser automatically by operation of Law upon the Non-US TEs cannot be transferred as outlined Closing or pursuant to the mechanism set forth on Section 6.01(a) of the Seller Disclosure ScheduleSchedule (and excluding in each case the Excluded Employees), then an agreement outlining the actual method of transfer and the allocation of any associated Liabilities shall be created and negotiated in good faith between Seller and Purchaser, but in all events shall be consistent with the terms of this Agreement.referred to herein as a “