Common use of Transfer and Terms and Conditions of Employment Clause in Contracts

Transfer and Terms and Conditions of Employment. With respect to any Business Employee who is not a U.S. Business Employee, a Canadian Business Employee or an Irish Business Employee (an “Other Business Employee”), effective as of the Closing Date, Buyer or an Affiliate of Buyer shall offer employment to or otherwise accept into employment each Other Business Employee at the same rate of base salary, wages or other base compensation, and under reasonably comparable employee benefits in the aggregate as are made available to such individual immediately before the applicable Closing Date, save as otherwise required or sufficient to comply with Applicable Law (including the Transfer Regulations). Notwithstanding the foregoing, and subject to Applicable Law (including the Transfer Regulations), in respect of any Other Business Employee who is on a short-term disability, pregnancy, parental or other authorized leave of absence on the Closing Date, the effective date of employment shall not be the Closing Date but rather the terms of an offer made to any such Other Business Employee shall specify that the offer is conditional upon the Other Business Employee returning to active employment and the date on which such employee returns to active employment with Buyer or an Affiliate of Buyer shall be the effective date of employment. Until such Other Business Employee accepts Buyer or its Affiliate’s offer of employment, as applicable, and reports to active employment (the date that such Other Business Employee reports to active employment being the “Deferred Hire Date”), he or she shall remain in Seller’s or its Affiliate’s employ and continue to participate in Seller’s or its Affiliate’s Benefit Plans and Seller or its Affiliate, as applicable, shall retain all Liabilities in respect of such Other Business Employee until the Deferred Hire Date. Each Other Business Employee who accepts such offer of employment and commences employment with Buyer or an Affiliate of Buyer or transfers under the Transfer Regulations is referred to as a “Transferred Other Employee.” For a period of at least 12 months following the Closing Date, and subject to Applicable Law (including the Transfer Regulations) to the extent relevant, Buyer covenants and agrees that each Transferred Other Employee’s rate of base salary, wages or other base compensation as in effect immediately prior to the Closing Date shall not be reduced; provided that this provision shall not preclude Buyer’s implementation of any reduced hours arrangement, furlough program or similar arrangements to the extent Transferred Other Employees are treated no less favorably then similarly situated employees of Buyer and its Affiliates. No provision in this Agreement shall (i) give any Other Business Employee any right to continued employment with Buyer or an Affiliate of Buyer or impair in any way the right of Buyer or an Affiliate of Buyer to terminate or change the terms of the employment (other than the rate of base salary, wages or other base compensation as provided above) of any employee, including any Transferred Other Employee, after the Closing Date or (ii) preclude Buyer or an Affiliate of Buyer from altering, amending or terminating any of its employee benefit plans (including any Assumed Plan), or the participation of any of its employees in such plans, at any time. To the extent not prohibited by Applicable Law (including the Transfer Regulations), Seller or its applicable Affiliate shall terminate the employment of all Other Business Employees actively at work as of immediately prior to the Closing.

Transfer and Terms and Conditions of Employment. With respect to any Business Employee who is not a U.S. Business Employee, a Canadian Business Employee or an Irish Business Employee (an “Other Business Employee”), effective as of the Closing Date, Buyer or an Affiliate of Buyer shall offer employment effective as of the Closing Date to each Canadian Business Employee, other than a Quebec Business Employee, at the same rate of base salary, wages or otherwise accept into other base compensation, and under reasonably comparable employee benefits in the aggregate as are made available to such Canadian Business Employee immediately before the Closing Date. With respect to any Canadian Business Employee employed in the Province of Quebec (a “Quebec Business Employee”), Buyer or an Affiliate of Buyer shall continue the employment of each Other Quebec Business Employee at the same rate of base salary, wages or other base compensation, and under reasonably comparable employee benefits in the aggregate as are made available to such individual Quebec Business Employee immediately before the applicable Closing Date, save as otherwise required or sufficient to comply with Applicable Law (including the Transfer Regulations). Notwithstanding the foregoing, and subject to Applicable Law (including the Transfer Regulations), in respect of any Other Canadian Business Employee who is on a short-term disability, pregnancypregnancy or parental leave, parental or other authorized leave of absence on the Closing Date, the effective date of employment shall not be the Closing Date but rather other than a Quebec Business Employee, the terms of an the offer made to any such Other Canadian Business Employee by Buyer or an Affiliate of Buyer shall specify that the offer is conditional upon the Other Canadian Business Employee returning Employee’s return to active employment employment, and the date on which such employee Canadian Business Employee returns to active employment with Buyer or an Affiliate of Buyer shall be the effective date of employmentemployment for the Canadian Business Employee. Until such Other Canadian Business Employee accepts Buyer Buyer’s or its Affiliate’s offer of employment, as applicable, and reports to active employment (the date that such Other Canadian Business Employee reports to active employment with Buyer or an Affiliate of Buyer being the “Canadian Deferred Hire Date”), he or she shall remain in Seller’s or its Affiliate’s employ and continue to participate in Seller’s or its Affiliate’s Benefit Plans and Seller or its Affiliate, as applicable, shall retain all Liabilities in respect of such Other Canadian Business Employee until the Canadian Deferred Hire Hired Date. Each Other Canadian Business Employee who accepts such an offer of employment made pursuant to this Section 9.02 and commences employment with Buyer or an Affiliate of Buyer, or continues employment with Buyer or transfers under the Transfer Regulations an Affiliate of Buyer is referred to as a “Transferred Other Canadian Employee.” For a period of at least 12 months following the Closing Date, and subject to Applicable Law (including the Transfer Regulations) to the extent relevant, Buyer covenants and agrees that each Transferred Other Canadian Employee’s rate of base salary, wages or other base compensation as in effect immediately prior to the Closing Date shall not be reduced; provided that this provision shall not preclude Buyer’s implementation of any reduced hours arrangement, furlough program or similar arrangements in accordance with Applicable Law to the extent Transferred Other Canadian Employees are treated no less favorably then than similarly situated employees of Buyer and its Affiliates. No provision in this Agreement shall (i) give any Other Business Transferred Canadian Employee any right to continued employment with Buyer or an Affiliate of Buyer or impair in any way the right of Buyer or an Affiliate of Buyer to terminate or change the terms of the employment (other than the rate of base salary, wages or other base compensation as provided above) of any employee, including any Transferred Other Canadian Employee, after the Closing Date in accordance with Applicable Law or (ii) preclude Buyer or an Affiliate of Buyer from altering, amending or terminating any of its employee benefit plans (including any Assumed Plan), or the participation of any of its employees in such plans, at any time. To the extent not prohibited by Applicable Law (including the Transfer Regulations), Seller or its applicable Affiliate shall terminate the employment of all Other Business Employees actively at work as of immediately prior to the Closing.