Common use of Termination of Certain Employees Clause in Contracts

Termination of Certain Employees. Prior to the Effective Time, and except in the case of EU Transferring Employees, Seller and Purchaser shall use commercially reasonable efforts (i) to obtain the voluntary consent of a Continuing Employee to resign his or her employment from Seller (or the applicable Subsidiary of Seller) and to become employed by Purchaser (or the applicable Subsidiary of Purchaser) or (ii) to obtain the voluntary consent of a Continuing Employee to transfer his or her employment to Purchaser (or the applicable Subsidiary of Purchaser) or (iii) to enter into an agreement with a Continuing Employee by which Purchaser assumes the material provisions of such Continuing Employee’s employment agreement, the determination of which shall be established by Seller and Purchaser based on applicable local Laws and standard local practice to minimize severance payments upon the transfer of or resignation and immediate rehiring of Continuing Employees, as applicable, on the Closing Date. With respect to Business Employees located in jurisdictions where local employment Laws may be argued to provide for an automatic transfer of such Business Employees’ employment to Purchaser upon consummation of the transactions contemplated by this Agreement, or to provide such Business Employees with a right to continuation of employment or to continuation of current compensation and benefits, excluding EU Transferring Employees, Seller shall use commercially reasonable efforts to procure such resignations, waivers, releases and agreements as may be required to permit the employment by Purchaser and its Subsidiaries of the Business Employees listed in Schedule 5.7(a) (and no other employees of Seller and its Subsidiaries) and their employment by Purchaser and its Subsidiaries on the terms offered by Purchaser and its Subsidiaries. Subject to applicable Laws, on and after the Closing Date, Purchaser shall have the right to dismiss any or all Continuing Employees at any time, with or without cause, and to change the terms and conditions of their employment (including compensation and employee benefits provided to them).

Termination of Certain Employees. Prior The Xxxxx Parties shall, and Matrix and GSAC agree to cause the Xxxxx Parties to, prior to the Effective TimeClosing, terminate all of the employees of the Xxxxx Parties immediately prior to the Closing. Xxxxxxxx or Xxxxxxxx Tanks agrees to offer employment to all such terminated employees following the Closing, based on job responsibilities comparable to their previous positions with the Xxxxx Parties (but otherwise on terms that are satisfactory to Xxxxxxxx or Xxxxxxxx Tanks (as applicable)), other than those employees who are identified by Xxxxxxxx Tanks, in a notice delivered to Matrix at least ten (10) days prior to the anticipated Closing Date, as not to be offered such employment following the Closing. Matrix and GSAC shall be solely responsible for communicating to (and hereby agree to communicate to) all employees of the Xxxxx Parties all such notices regarding their termination or otherwise that are required by applicable Legal Requirements (including without limitation, sending to all employees the notice required under COBRA), and except in shall provide whatever assistance as Matrix elects, or the case of EU Transferring EmployeesXxxxx Parties are otherwise required pursuant to Legal Requirements to make or provide, Seller to assist such designated employees. Matrix and Purchaser shall GSAC agree to use their commercially reasonable efforts (i) to obtain the voluntary consent of a Continuing Employee to resign his or her employment from Seller (or the applicable Subsidiary of Seller) and to become employed by Purchaser (or the applicable Subsidiary of Purchaser) or (ii) to obtain the voluntary consent of a Continuing Employee to transfer his or her employment to Purchaser (or the applicable Subsidiary of Purchaser) or (iii) to enter into an agreement with a Continuing Employee by which Purchaser assumes the material provisions of such Continuing Employee’s employment agreement, the determination of which shall be established by Seller and Purchaser based on applicable local Laws and standard local practice to minimize severance payments upon the transfer of or resignation and immediate rehiring of Continuing Employees, as applicable, on the Closing Date. With respect to Business Employees located in jurisdictions where local employment Laws may be argued to provide for an automatic transfer of such Business Employees’ employment to Purchaser upon consummation of the transactions contemplated by this Agreement, or to provide such Business Employees with a right to continuation of employment or to continuation of current compensation and benefits, excluding EU Transferring Employees, Seller shall use commercially reasonable efforts to procure such resignations, waivers, releases and agreements as may be required to permit the employment by Purchaser and its Subsidiaries of the Business Employees listed in Schedule 5.7(a) (and no other employees of Seller and its Subsidiaries) and their employment by Purchaser and its Subsidiaries on the terms offered by Purchaser and its Subsidiaries. Subject to applicable Laws, on and after the Closing Datedate hereof to obtain from all employees identified by Xxxxxxxx Tanks as not to be offered employment following the Closing, Purchaser a general release of claims in a form reasonably satisfactory to Xxxxxxxx Tanks, releasing Xxxxxxxx Tanks, Xxxxxxxx and each Xxxxx Party of and from any debts, obligations and liabilities of any nature to those employees. The Parties further agree that Matrix shall have initially pay all premium payments that would otherwise be owing by the right Field Employees who accept the offer of employment by Xxxxxxxx or Xxxxxxxx Tanks as contemplated above, for continued COBRA medical coverage under the Benefit Plans of Matrix throughout the ninety (90) day period immediately following their termination by the relevant Xxxxx Party (or throughout such shorter period following that termination as they shall remain employees of Xxxxxxxx or Xxxxxxxx Tanks (as applicable)). Following their payment of such premium payments, Matrix shall either xxxx the total amount of such premium payments to dismiss any the relevant Field Employees (with a copy to Xxxxxxxx) or all Continuing Employees at any timeshall xxxx those premium payments to Xxxxxxxx. If billed to a Field Employee, with Xxxxxxxx shall promptly reimburse that employee for the premium payments actually paid by him or without causeher to Matrix for that period. If billed to Xxxxxxxx, Xxxxxxxx shall remit and pay to change Matrix the terms and conditions amount of their employment such premium payments within thirty (including compensation and employee benefits provided to them)30) days after Xxxxxxxx'x receipt of the Matrix invoice.

Termination of Certain Employees. Prior The Xxxxx Parties shall, and Matrix and GSAC agree to cause the Xxxxx Parties to, prior to the Effective TimeClosing, terminate all of the employees of the Xxxxx Parties immediately prior to the Closing. Xxxxxxxx or Xxxxxxxx Tanks agrees to offer employment to all such terminated employees following the Closing, based on job responsibilities comparable to their previous positions with the Xxxxx Parties (but otherwise on terms that are satisfactory to Xxxxxxxx or Xxxxxxxx Tanks (as applicable)), other than those employees who are identified by Xxxxxxxx Tanks, in a notice delivered to Matrix at least ten (10) days prior to the anticipated Closing Date, as not to be offered such employment following the Closing. Xxxxx, Matrix and GSAC shall be solely responsible for communicating to (and hereby agree to communicate to) all employees of the Xxxxx Parties all such notices regarding their termination or otherwise that are required by applicable Legal Requirements (including without limitation, sending to all employees the notice required under COBRA), and except in shall provide whatever assistance as Matrix elects, or the case of EU Transferring EmployeesXxxxx Parties are otherwise required pursuant to Legal Requirements to make or provide, Seller to assist such designated employees. Xxxxx, Matrix and Purchaser shall GSAC agree to use their commercially reasonable efforts (i) to obtain the voluntary consent of a Continuing Employee to resign his or her employment from Seller (or the applicable Subsidiary of Seller) and to become employed by Purchaser (or the applicable Subsidiary of Purchaser) or (ii) to obtain the voluntary consent of a Continuing Employee to transfer his or her employment to Purchaser (or the applicable Subsidiary of Purchaser) or (iii) to enter into an agreement with a Continuing Employee by which Purchaser assumes the material provisions of such Continuing Employee’s employment agreement, the determination of which shall be established by Seller and Purchaser based on applicable local Laws and standard local practice to minimize severance payments upon the transfer of or resignation and immediate rehiring of Continuing Employees, as applicable, on the Closing Date. With respect to Business Employees located in jurisdictions where local employment Laws may be argued to provide for an automatic transfer of such Business Employees’ employment to Purchaser upon consummation of the transactions contemplated by this Agreement, or to provide such Business Employees with a right to continuation of employment or to continuation of current compensation and benefits, excluding EU Transferring Employees, Seller shall use commercially reasonable efforts to procure such resignations, waivers, releases and agreements as may be required to permit the employment by Purchaser and its Subsidiaries of the Business Employees listed in Schedule 5.7(a) (and no other employees of Seller and its Subsidiaries) and their employment by Purchaser and its Subsidiaries on the terms offered by Purchaser and its Subsidiaries. Subject to applicable Laws, on and after the Closing Datedate hereof to obtain from all employees identified by Xxxxxxxx Tanks as not to be offered employment following the Closing, Purchaser a general release of claims in a form reasonably satisfactory to Xxxxxxxx Tanks, releasing Xxxxxxxx Tanks and Xxxxxxxx of and from any debts, obligations and liabilities of any nature to those employees. The Parties further agree that Matrix shall have initially pay all premium payments that would otherwise be owing by the right Field Employees who accept the offer of employment by Xxxxxxxx or Xxxxxxxx Tanks as contemplated above, for continued COBRA medical coverage under the Benefit Plans of Matrix throughout the ninety (90) day period immediately following their termination by the relevant Xxxxx Party (or throughout such shorter period following that termination as they shall remain employees of Xxxxxxxx or Xxxxxxxx Tanks (as applicable)). Following their payment of such premium payments, Matrix shall either xxxx the total amount of such premium payments to dismiss any the relevant Field Employees (with a copy to Xxxxxxxx) or all Continuing Employees at any timeshall xxxx those premium payments to Xxxxxxxx. If billed to a Field Employee, with Xxxxxxxx shall promptly reimburse that employee for the premium payments actually paid by him or without causeher to Matrix for that period. If billed to Xxxxxxxx, Xxxxxxxx shall remit and pay to change Matrix the terms and conditions amount of their employment such premium payments within thirty (including compensation and employee benefits provided to them)30) days after Xxxxxxxx'x receipt of the Matrix invoice.