Pre-Closing Conduct; Other Liabilities. None of PKI, any Asset Seller, any Acquired Company or any other subsidiary of PKI shall be under any obligation to terminate the employment of any employee engaged primarily in the Business or providing significant services to the Business or is otherwise agreed by the Parties as being necessary for the proper functioning of the Business on the Closing Date and set forth on Schedule 8.5(g) (which schedule may be updated to reflect resignations and, to the extent agreed by the Parties, additions, including additions of persons omitted because of applicable Law or to preserve flexibility in negotiations with works council), being identified as either an Acquired Company Employee, a Transferring Employee or an Offer and Acceptance Employee (a “Business Employee”) prior to the Local Transfer Date. Schedule 8.5(g) shall be updated from time to time following the date hereof to identify Business Employees who are Delayed Transfer Employees. Prior to the Local Transfer Date, PKI shall update Schedule 8.5(g) to add employees who provide substantial services to the Business (substantial for this purpose being 50% or more of such employee’s overall services) as requested by Buyer from time to time, and such employees will be Business Employees for purposes of this Agreement other than up to 10 such persons as are identified by PKI as excluded on Schedule 8.5(g) within 30 days following the date hereof. Except for any Excluded Liabilities or as expressly provided in this Section 8.5, Buyer shall assume the liability for any amounts accruing on or after the Local Transfer Date to which any New Buyer Employee becomes entitled under any Acquired Benefit Plan (including any Acquired Benefit Plan that exists or arises (or may be deemed to exist or arise) under any applicable Law or otherwise), as a result of, or in connection with, (i) the sale of the Business hereunder, (ii) the employment of any New Buyer Employee on or after the Closing Date and (iii) the termination of employment of any New Buyer Employee on or after the Closing Date. PKI and its Affiliates shall be solely responsible for funding and/or paying any benefits under any Employee Benefit Plans or Foreign Benefit Plan (including any Employee Benefit Plan or Foreign Benefit Plan that exists or arises (or may be deemed to exist or arise) under applicable law or otherwise) that is not an Acquired Benefit Plan, including any termination benefits and other employee entitlements accrued under any such Employee B...
Pre-Closing Conduct; Other Liabilities. Seller shall pay and perform all of its obligations to all employees of the Business as of the Effective Time, including the payment of wages, salaries and benefits. Seller shall be liable for any amounts to which any Business Employee becomes entitled that exists or arises (or may be deemed to exist or arise) under any applicable Law or otherwise, as a result of or in connection with, the (i) employment or termination of employment of the Business Employee prior to the Effective Time, and (ii) with respect to any Business Employee who does not become a Transferred Employee under Section 7.1(b), the employment or termination of employment of the Business Employee on the Closing Date.
Pre-Closing Conduct; Other Liabilities. Seller shall be under no obligation to terminate the employment of any employee of Seller engaged in the Business (a “Seller Employee”) prior to the Closing Date.
Pre-Closing Conduct; Other Liabilities. Except for any Excluded Liabilities and except as provided in Section 12.2(1), Buyer shall be liable for any amounts to which any Business Employee who becomes a Transferred Employee under Section 7.1(b) becomes entitled that exists or arises (or may be deemed to exist or arise) on or after the Effective Time after becoming an employee of Buyer under any applicable Law or otherwise, as a result of, or in connection with, (i) the employment of any Transferred Employee on or after the Effective Time and (ii) the termination of employment of any Transferred Employee on or after the Effective Time. b.
Pre-Closing Conduct; Other Liabilities. The Buyer shall be liable for any amounts to which any employee of an Asset Seller engaged in the Technical Services Business (a "Technical Services Employee") becomes entitled under any employment arrangements implemented by the Buyer or that exists or arises (or may be deemed to exist or arise) under any applicable law or otherwise, as a result of, or in connection with, (i) the employment of any Technical Services Employee by the Buyer after the Closing Date or (ii) the termination of employment of any Technical Services Employee by the Buyer after the Closing Date.
Pre-Closing Conduct; Other Liabilities. Neither Parent nor any Acquired Company or Business Subsidiary shall terminate the employment of any employee of Parent named on Schedule 9.4(a) or any employee employed by an Acquired Company or a Business Subsidiary set forth on Schedule 9.4(a) (such employees of Parent, the Acquired Companies and the Business Subsidiaries collectively, “Business Employees”) prior to the Closing without the prior written consent of Buyer other than Termination for Cause. Parent shall retain all Parent Benefit Plans and all liabilities with respect thereto, and Buyer shall not assume any Parent Benefit Plans or liabilities in connection therewith. Except as otherwise provided in Section 9.4(h), Buyer or the Acquired Companies or Business Subsidiaries shall be responsible for any severance amounts to which any New Buyer Employee becomes entitled on account of a termination of employment after the Closing Date, and Parent shall be responsible for any severance amounts to which any Business Employee becomes entitled on account of a termination of employment on or before the Closing Date. For the avoidance of doubt, Parent shall retain any and all liability with respect to any individual employment, retention, severance, change in control or similar agreements for persons employed at Parent who become New Buyer Employees.
Pre-Closing Conduct; Other Liabilities. For purposes of this Agreement, "AIS Employees" means those employees engaged exclusively or primarily in the AIS Business as of
Pre-Closing Conduct; Other Liabilities. Seller shall be under no obligation to terminate the employment of any employee of Seller engaged in the Business (a "BUSINESS EMPLOYEE") prior to the Closing Date. Buyer shall be liable for any amounts to which any Business Employee becomes entitled under any Employee Benefit Plan that exists or arises (or may be deemed to exist or arise) under any applicable law or otherwise, as a result of, or in connection with, (i) the sale of the Business hereunder, (ii) the employment of any Business Employee after the Closing and (iii) the termination of employment of any Business Employee after the Closing.
Pre-Closing Conduct; Other Liabilities. None of PKI, PKI Germany Opto, any Business Subsidiary or any other Subsidiary of PKI shall be under any obligation to terminate the employment of any employee engaged primarily in the Business (any such employee employed either on the date of this Agreement or on the Closing Date, a “Business Employee”) prior to the Closing Date, other than (i) PKI Singapore (to which the provisions of Section 9.5(j) shall apply in lieu of Sections 9.5(a)-(f)) and (ii) PKI Indonesia, which shall agree to terminate the employment of any employees who elect to be terminated. Buyer shall assume all employment-related liabilities with respect to the employment or the termination of employment of any Business Employee, whether such liabilities or obligations arise prior to, on or following the Closing Date, including liabilities under all Business Benefit Plans, except for (A) liabilities under Business Benefits Plans sponsored or maintained by a Business Subsidiary (“Business Subsidiary Plans”) and (B) those liabilities expressly retained by PKI or any other Asset Seller pursuant to Schedule 9.5(a) or for those liabilities expressly retained by PKI or any other Asset Seller pursuant to the other provisions of this Section 9.5. All liabilities and obligations, whether such liabilities and obligations arise prior to, on, or following the Closing Date, under Business Subsidiary Plans shall be retained by the applicable Business Subsidiary; provided, that from and after the Closing Date, Buyer shall indemnify and hold harmless PKI and its Subsidiaries with respect to any liabilities (including any fees, penalties and interest) that PKI or its Subsidiaries (other than a Business Subsidiary) may incur in connection with any Business Subsidiary Plan.
Pre-Closing Conduct; Other Liabilities. None of Seller, the Company or any other Affiliate of Seller shall be under any obligation to terminate the employment of any Company Employee prior to the Closing. No Seller Benefit Plan shall be transferred, whether directly or indirectly, to Buyer, its Subsidiaries or the Company in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, from and after the Closing, Seller (and not the Company or Buyer) shall retain all liabilities and obligations arising under, in connection with or in relation to any of the Seller Benefit Plans except as otherwise expressly provided herein.
