Offers and Terms of Employment. (a) No later than 5 days prior to Closing, Seller shall update Section 1.01(a)(ii) of the Seller Disclosure Schedule to reflect any change in the status of Employees, and Purchaser shall update Section 6.01(a) of the Seller Disclosure Schedule. Seller shall terminate, effective as of the Closing Date, the employment of all Employees listed in Section 6.01(a) of the Seller Disclosure Schedule. Effective as of the Closing Date, Purchaser shall, or shall cause one of its applicable Subsidiaries to offer employment to each Employee who is listed in Section 6.01(a) of the Seller Disclosure Schedule (each such Employee, an “Offeree”). Each Offeree who accepts Purchaser’s or one of its Subsidiaries’ offer of employment shall be referred to herein as a “Transferred Employee.” (b) Purchaser shall cause each offer of employment pursuant to Section 6.01(a) to provide for (i) an annual salary or hourly wage rate (as applicable), (ii) annual and long-term bonus and incentive compensation opportunities (other than incentive compensation opportunities related to the transactions contemplated by this Agreement or equity compensation) and, (iii) employee benefits (collectively, the “Employment Terms”) that are substantially comparable, in the aggregate, to Employment Terms of, or made available to, similarly situated employees of the Purchaser and its Subsidiaries. (c) During the one-year period immediately following the Closing Date or any longer period required by applicable Law (such period, the “Coverage Period”), Purchaser shall, and shall cause its Subsidiaries to, continue to provide each Transferred Employee with the Employment Terms pursuant to this Section 6.01. Nothing herein shall restrict the right of Purchaser or a Subsidiary of Purchaser to terminate the employment of any Transferred Employee, provided any such termination is effected in accordance with applicable Law and the terms of any applicable Purchaser Benefit Plan or applicable collective agreement or collective bargaining agreement. (d) If any Transferred Employee requires a visa, work permit or employment pass or other approval for his employment to commence with, or to transfer to or continue with Purchaser or any of its Subsidiaries following the Closing Date, Purchaser shall promptly file any and all necessary applications or documents and shall take all actions needed to secure the necessary visa, permit, pass or other approval, and Seller shall provide such assistance as reasonably requested by Purchaser in connection therewith. Seller agrees that it will amend its qualified 401(k) plan to provide 100% vesting for all Transferred Employees. (e) Not later than fifteen days after the end of each month during the Coverage Period, Purchaser shall provide Seller with the information set forth in Section 6.01(e) of the Seller Disclosure Schedule with respect to (i) each Transferred Employee who receives a payment from Purchaser pursuant to any Change of Control Agreement, together with information reasonably requested by Seller regarding the Transferred Employees in furtherance of this paragraph, and (ii) Seller shall provide Purchaser with the amounts due to any Transferred Employees under the VeriSign Performance Plan. Promptly following delivery of the foregoing information, but in no event more than ten (10) Business Days thereafter, Seller shall promptly reimburse Purchaser with respect to amounts paid or to be paid in that monthly period to any such former Transferred Employee in respect of a Liability assumed by Purchaser under Section 2.02(a)(vi), by wire transfer of immediately available U.S. Dollar funds to an account designated by Purchaser. (f) Section 6.02(f) of the Seller Disclosure Schedule sets forth a list of Persons who, as of the date hereof, are on a leave of absence from the Business (each, an “Absent Employee”). Not less than 5 days prior to Closing, Purchaser shall indicate to Seller the Absent Employees, if any, to which Purchaser intends to offer employment. Any Absent Employee who receives such an offer shall be deemed an “Offeree” for the purposes of this Agreement. In the event that any Absent Employee returns from absence leave prior to the Closing, such Absent Employee shall automatically be deemed an “Employee” for the purposes of this Agreement, and upon accepting Purchaser’s offer of employment pursuant to this paragraph an Absent Employee shall automatically be deemed a “Transferred Employee” for purposes of this Agreement.
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Samples: Asset Purchase Agreement, Asset Purchase Agreement (TNS Inc), Asset Purchase Agreement (Verisign Inc/Ca)
Offers and Terms of Employment. (a) No later than 5 days prior to Closing, Seller shall update Section 1.01(a)(ii) of the Seller Disclosure Schedule to reflect any change in the status of Employees, and Purchaser shall update Section 6.01(a) of the Seller Disclosure Schedule. Seller shall terminate, effective as of the Closing Date, the employment of all Employees listed in Section 6.01(a) of the Seller Disclosure ScheduleEmployees. Effective No later than ten days prior to, and effective as of of, the Closing Date, Purchaser shall, or shall cause one of its applicable Subsidiaries to to, offer employment to each Employee who is listed in Section 6.01(a) of the Seller Disclosure Schedule (each such Employee, an “Offeree”). Each Offeree who accepts Purchaser’s or one of its Subsidiaries’ offer of employment and who becomes an employee of Purchaser or one of its Subsidiaries on the Closing Date, together with each Employee whose employment continues or is transferred to Purchaser or a Subsidiary of Purchaser automatically by operation of Law upon the Closing, shall be referred to herein as a “Transferred Employee.”” Purchaser shall, upon the request of Seller, promptly advise Seller in writing of the terms of employment that were offered to any Offeree who does not become a Transferred Employee.
(b) Purchaser shall cause each offer of employment pursuant to Section 6.01(a7.01(a) (or, where applicable, the terms and conditions of continued employment as a result of operation of Law) to provide for (i) an annual salary or hourly wage rate (as applicable), (ii) and annual and long-term bonus and incentive compensation opportunities (other than incentive compensation opportunities related substantially comparable in the aggregate to those of the relevant Offeree immediately prior to the transactions contemplated by this Agreement or equity compensation) and, Closing Date and (iiiii) employee benefits (collectively, the “Employment Terms”) and other terms and conditions of employment that are substantially comparable, in the aggregate, consistent with those provided by Purchaser or its applicable Subsidiaries to Employment Terms of, or made available to, similarly situated employees of Purchaser or the Purchaser and its Subsidiariesapplicable Subsidiary.
(c) During With respect to any Transferred Employee who, during the one-one year period immediately following the Closing Date or any longer period required Date, (i) is terminated by applicable Law (such period, the “Coverage Period”), Purchaser shall, and shall cause its Subsidiaries to, continue to provide each Transferred Employee with the Employment Terms pursuant to this Section 6.01. Nothing herein shall restrict the right of Purchaser or a Subsidiary of Purchaser to terminate the employment of any Transferred Employee, provided any such termination is effected in accordance with applicable Law and the terms of any applicable Purchaser Benefit Plan or applicable collective agreement or collective bargaining agreement.
(d) If any Transferred Employee requires a visa, work permit or employment pass or other approval for his employment to commence with, or to transfer to or continue with Purchaser or any of its Subsidiaries following other than for cause or (ii) elects to terminate his employment with Purchaser and its Subsidiaries within seven days after Purchaser or any of its Subsidiaries notifies such Transferred Employee of Purchaser’s or such Subsidiary’s intent to (A) materially reduce such Transferred Employee’s base pay rate and/or bonus opportunities below those initially provided to such Transferred Employee by Purchaser or one of its Subsidiaries pursuant to Section 7.01 or (B) assign such Transferred Employee to a principal place of employment that is more than 50 miles from his principal place of employment as of the Closing DateClosing, Purchaser shall promptly file any and all necessary applications provide, or documents and shall take all actions needed to secure the necessary visa, permit, pass or other approval, and Seller shall provide such assistance as reasonably requested by Purchaser in connection therewith. Seller agrees that it will amend cause its qualified 401(k) plan applicable Subsidiary to provide 100% vesting to such Transferred Employee upon his termination date (1) severance benefits in a lump sum cash amount equal to no less than the greatest of (x) six weeks’ base pay of such Transferred Employee, (y) one week’s base pay of such Transferred Employee for all Transferred Employees.
(e) Not later than fifteen days each year of employment with Seller and its Subsidiaries as of the Closing Date and Purchaser and its Subsidiaries from and after the end of each month during the Coverage Period, Purchaser shall provide Seller with the information set forth in Section 6.01(e) of the Seller Disclosure Schedule with respect to (i) each Transferred Employee who receives a payment from Purchaser pursuant to any Change of Control Agreement, together with information reasonably requested by Seller regarding the Transferred Employees in furtherance of this paragraph, and (ii) Seller shall provide Purchaser with the amounts due to any Transferred Employees under the VeriSign Performance Plan. Promptly following delivery of the foregoing information, Closing Date but in no event more to exceed thirteen weeks of severance pay or (z) the severance benefits such Transferred Employee would be entitled to receive under Purchaser’s or such Subsidiary’s severance policies in effect at the time of the Transferred Employee’s termination of employment with Purchaser or such Subsidiary based upon combined years of employment with Seller, Purchaser and/or any of their Subsidiaries and (2) reimbursement of any premium payment made by such Transferred Employee for continued coverage under any Purchaser Benefit Plan providing for medical benefits for a period of time no less than ten the greater of (10x) Business Days thereaftersix weeks or (y) two weeks for each year of employment with Seller, Seller Purchaser and/or any of their Subsidiaries. Any such notice to a Transferred Employee as contemplated by clause (ii) above shall promptly reimburse Purchaser with respect include notice to amounts paid or such Transferred Employee of Purchaser’s obligation under this Section 7.01(c). To the extent that any payment pursuant to this Section 7.01(c) is subject to section 409A of the Code, and if such payment is to be made to any Person who is a specified employee (within the meaning of section 409A(a)(2)(B) of the Code) on his separation from service, such payment shall be paid in that monthly period to any such former Transferred Employee a lump sum on the seventh month following the Person’s separation from service (determined in respect accordance with the provisions of a Liability assumed by Purchaser under Section 2.02(a)(vi), by wire transfer of immediately available U.S. Dollar funds to an account designated by Purchaser.
(f) Section 6.02(f) section 409A of the Seller Disclosure Schedule sets forth a list of Persons who, as of Code and the date hereof, are on a leave of absence from the Business (each, an “Absent Employee”guidance issued thereunder). Not less than 5 days prior to Closing, Purchaser shall indicate to Seller the Absent Employees, if any, to which Purchaser intends to offer employment. Any Absent Employee who receives such an offer shall be deemed an “Offeree” for the purposes of this Agreement. In the event that any Absent Employee returns from absence leave prior to the Closing, such Absent Employee shall automatically be deemed an “Employee” for the purposes of this Agreement, and upon accepting Purchaser’s offer of employment pursuant to this paragraph an Absent Employee shall automatically be deemed a “Transferred Employee” for purposes of this Agreement.
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