Other European Jurisdictions Sample Clauses

Other European Jurisdictions. With respect to European jurisdictions other than the United Kingdom, as soon as reasonably practicable after the Closing (after giving effect to any required employee consultations), the Purchaser or the applicable Purchaser Subsidiary shall terminate the employment of each Mandatory Assumed Employee. Purchaser or the applicable Purchaser Subsidiary shall endeavor in good faith to do all things necessary, both before and after the Closing, to procure such termination of the Mandatory Assumed Employees in accordance with applicable Law so as to minimize the amount of severance or other benefits paid to the Mandatory Assumed Employees; provided that neither the Purchaser nor any of the Purchaser Subsidiaries represents or warrants that such terminations will be considered "fair" or "legitimate" terminations under applicable Law. In particular, but without limiting the generality of the foregoing, the Purchaser or the applicable Purchaser Subsidiary shall: (i) From the date of this Agreement until Closing (but only to the extent consistent with local practice in each jurisdiction for similar transactions), use its commercially reasonable efforts to collectively consult with its employees with the Mandatory Assumed Employees, notwithstanding the fact that the Purchaser or the applicable Purchaser Subsidiary is not the employer of the Mandatory Assumed Employees during the relevant period. (ii) From the date of this Agreement until Closing (but only to the extent consistent with local practice in each jurisdiction for similar transactions), send such documentation to the Mandatory Assumed Employees as local counsel to Purchaser advises is necessary or appropriate. (iii) From the date of this Agreement until Closing, not send any documentation to the Mandatory Assumed Employees or make any formal or informal, written 51 <page> or verbal, communication to the Mandatory Assumed Employees without such documentation or communication having first been approved by the Seller (such approval not to be unreasonably withheld or delayed).

Other European Jurisdictions. Subject to paragraph 4 below, the relevant national competition authority in each of the following jurisdictions: 1. Austria; 2. Bulgaria; 3. Cyprus; 4. Germany; 5. Malta; 6. Portugal; 7. Romania; and 8. Spain, i. notifies the Parties that it lacks jurisdiction over the Arrangement; or ii. issues a clearance decision, whether following an initial first phase review or following an in-depth second phase review, or is deemed, under applicable Laws, to the satisfaction of the Parties (acting reasonably), to have granted such clearance.

Other European Jurisdictions. Subject to Section 6.03(c), (d) and (e) and except as set forth below, Seller or the applicable Selling Subsidiary shall endeavor in good faith to obtain the voluntary termination of employment prior to the Closing of all other Mandatory Business Employees and the execution of an agreement by all other Mandatory Business Employees in favor of Seller and the Selling Subsidiaries that waives all claims to reinstatement and all other employment-related claims of such Mandatory Business Employees. To induce the Mandatory Business Employees to do so, Seller or the applicable Selling Subsidiary shall be required to offer a severance payment to each such Mandatory Business Employee in an amount mutually agreed upon by the parties in good faith, but which shall be consistent with the local practice of each jurisdiction. This Section 6.03(f) shall not apply to (i) the United Kingdom, (ii) the Netherlands or (iii) any other jurisdiction where such a course of action would either delay the Closing Date for such jurisdiction or would constitute a criminal offense under applicable Law.

Other European Jurisdictions. Subject to Section 6.03(c), (d) and (e) and except as set forth below, Seller or the applicable Selling Subsidiary shall endeavor in good faith to obtain the voluntary termination of employment prior to the Closing of all other Mandatory Business Employees and the execution of an agreement by all other Mandatory Business Employees in favor of Seller and the Selling Subsidiaries that waives all claims to reinstatement and all other employment-related claims of such Mandatory Business Employees. To induce the Mandatory Business Employees to do so, Seller or the applicable Selling Subsidiary shall be required to offer a severance payment to each such Mandatory Business Employee in an amount mutually agreed upon by the parties in good faith, but which shall be consistent with the local practice of each jurisdiction. This