Transfer of Business Employees. No later than immediately prior to the Closing Date, the employment of each Business Employee (other than those Business Employees set forth on Schedule K) shall be transferred to Group LP, any of its Subsidiaries or a Transferred Entity to the extent that such Business Employees shall not already be employed by any such entity; provided, however, that any such Business Employee who is on an approved leave of absence (including, without limitation, disability leave) on the Closing Date shall not be transferred as of the Closing Date if such transfer would result in the loss of healthcare or disability insurance coverage and, in such event, the Business Employee shall commence employment with Group LP, one of its Subsidiaries or a Transferred Entity as of the date such employee returns from such leave. Each Business Employees who becomes employed by Group LP, one of its Subsidiaries or a Transferred Entity in accordance with the preceding sentence, together with the Business Employees, shall be referred to herein collectively as the “Transferred Business Employees.”
Transfer of Business Employees. (i) On or prior to the Closing, the Seller shall, and shall cause other members of the Seller Group to, take such steps as are required to transfer the employment of each employee of the Seller and its Affiliates who (A) is not a Business Employee or (B) is an Inactive Employee (as defined in paragraph (iii) below) from a Transferred Entity to a member of the Seller Group, as applicable.
(ii) The Purchaser and the Seller understand and intend that the Transfer Regulations will apply to each Automatic Transfer Employee, and the Purchaser shall in respect of such Automatic Transfer Employee accept the transfer of employment to the Purchaser pursuant to the Transfer Regulations.
(iii) No later than ten (10) days prior to the Closing Date, the Purchaser shall offer employment, effective as of 12:01 a.m., local time, on the Closing Date (the “Transfer Time”), to all Offer Employees who on the Closing Date are actively at work (each, an “Active Offer Employee”). With respect to Offer Employees located in India and Japan, provided the Seller transfers (or agrees to transfer) any funded or unfunded accrued amounts with respect to severance or gratuity relating to such Offer Employees to Purchaser immediately following the Closing Date, the Purchaser or its applicable Affiliate shall make offers of employment that contractually honor such Offer Employees’ continuous service with the Seller. For purposes of this Agreement, any Offer Employee who is not actively at work on the Closing Date due to a short-term absence (including due to vacation, holiday, illness or injury of shorter duration than a long-term disability, jury duty, bereavement leave or short-term disability) in accordance with applicable policies of the Seller shall be deemed an Active Offer Employee. With respect to each Offer Employee who is not an Active Offer Employee as of the Closing Date (an “Inactive Employee”), the Purchaser or its applicable Affiliate (including at that date, the Transferred Entities) shall make offers of employment to each such Inactive Employee effective as of the date on which such Inactive Employee presents himself or herself to the Purchaser for active employment within twelve (12) months following the Closing Date (or eighteen (18) months following the Closing Date in the case of a workers’ compensation related absence) to the same extent, if any, as the Seller would be required to reemploy such Inactive Employee in accordance with its policies as in effect on the Closi...
Transfer of Business Employees. PKI and Buyer shall, and shall cause the PKI Group and the Buyer Group to take such reasonable actions as may be required or desirable to procure that, on and with effect from the Local Transfer Date, (x) subject to Section 8.5(d)(vi), each relevant Business Employee (other than any Inactive Business Employee (as defined in Section 8.5(d)(vii)) who is employed in a country in which PKI or its Affiliates maintains an employing entity (an “Eligible Inactive Business Employee”)) employed by an Asset Seller: (A) is employed by a member of the Buyer Group or an Acquired Company; and (B) has ceased to be employed by any member of the PKI Group (but no member of the PKI Group or the Buyer Group shall be obliged to offer to any Business Employee any payment or other benefit in order to obtain the result described in (A) or (B), except as may be required under applicable Law, pursuant to any Business Benefit Plan, pursuant to a Collective Agreement or pursuant to Section 8.5(e) with respect to consultations and Sections 8.5(c) and 8.5(d) with respect to offers) and (y) each Seller Retained Employee is (1) employed by a member of the PKI Group (other than an Acquired Company); and (2) has ceased to be employed by any Acquired Company;
Transfer of Business Employees. Promptly following the date of this Agreement, and in any event no later than ten (10) Business Days thereafter, Purchaser will, or will cause one or more of its Affiliates or designees to, offer employment to all of the Business Employees set forth in Section 1.1(h) of the Seller Disclosure Schedule, in each case containing terms and conditions that are in compliance with Section 9.3 below, and except as is provided in Section 9.2 below, with such employment to commence immediately upon the Closing. Seller and its Affiliates shall cooperate with and use their reasonable best efforts to assist Purchaser and its Affiliates in their efforts to secure the transition of the relevant Business Employees to Purchaser. All Business Employees who are (A) made an offer of employment by Purchaser or an Affiliate of Purchaser (collectively, the “Offered Business Employees”), (B) who accept Purchaser’s or an Affiliate of Purchaser’s offer of employment, and (C) commence employment with Purchaser or an Affiliate of Purchaser as of or following the Closing Date in accordance with Section 9.2 below, shall be referred to herein as the “Transferred Employees.” Seller and its Affiliates shall retain and be solely responsible for all Liabilities arising from or relating to Seller’s or any of its Affiliates identification of Business Employees (or the omission of any person from that list).
Transfer of Business Employees. No later than five (5) Business Days prior to the Closing Date, Purchaser shall or shall cause one of its Affiliates to offer employment, in writing, to the Canadian Business Employee, effective as of 12:01 a.m. local time on the Closing Date. Such offer of employment made by Purchaser or one of its Affiliates to the Canadian Business Employee shall provide for terms and conditions consistent with this Article IX, employment in the same or a substantially similar position and work location (within a fifteen (15)-mile radius or such shorter distance required by applicable law in order to avoid the imposition of severance or other termination obligations), in each case, as those provided to such Canadian Business Employee immediately prior to the Closing. Purchaser shall (x) provide the Seller with a copy of the offer of employment to be made pursuant to this Section 9.1 at least ten (10) Business Days prior to the making of such offer for the Seller’s reasonable review and comment prior to the time that such offer is made and (y) promptly notify the Seller upon making such offer. Each Business Employee who is employed by any Acquired Company as of the Employment Commencement Date and, if the offer of employment with Purchaser or one of its Affiliates is accepted, the Canadian Business Employee shall be referred to herein as a “Transferred Employee.”
Transfer of Business Employees. Together with the transfer of the Business Assets to Newco, VCP shall transfer to Newco the employees primarily engaged in the Business and listed in Schedule 1.5 (collectively, the “Business Employees”) and any other employees hired by VCP after the date hereof in the ordinary course of business which are employed primarily in connection with the Business. VCP shall not cause the termination or interruption of the labor contracts related to the Business Employees prior to Closing except in the ordinary course of business. In case the transfer of such employees should cause Newco to make any payment to such employees which are not due and payable as of the date of the transfer and thereafter, VCP shall indemnify Newco for any such payments in accordance with the terms of Section 9.
1.5.1. Prior to Closing, VCP and Xxxxxxxx may agree upon the inclusion of other VCP’s current employees not primarily engaged in the Business, including but not limited to employees from VCP’s Finance, Human Resources and Commercial areas, to the Business Employees list.
Transfer of Business Employees. (a) No later than thirty (30) days prior to the Closing Date, Parent shall provide Purchaser with an update version of the list of Business Employees delivered on the date hereof to reflect new hires, terminations or other personnel changes occurring between the date that is two (2) Business Days prior to the date hereof and the date that such list is delivered, and for each individual indicating the transfer mechanism (e.g., transfer automatically with a Transferred Entity, ARD, offer, LTD).
Transfer of Business Employees. Not later than five (5) Business Days prior to the anticipated Closing Date (or such longer period required by Canadian law), Purchaser shall, or will cause one of its Subsidiaries to, make an offer of employment to each Business Employee who is not employed by a Purchased Entity or an Inactive Employee. Such offers of employment will be consistent with the provisions of Section 6.01(c) and, except as otherwise required by applicable Canadian law, may be made in the form of a welcome letter that deems employees who do not expressly reject the offer of employment and report to work on the Closing Date as having accepted the offer. Seller shall cause each member of the Seller Group to use commercially reasonable efforts to avoid discouraging any Business Employees from accepting the employment offer of Purchaser or its Subsidiary. Effective as of 12:01 a.m. on the Closing Date, Seller shall cause the employment of all Business Employees, other than Inactive Employees and those Business Employees employed by the Purchased Entities to terminate. On the date of this Agreement, Seller will provide Purchaser with a schedule containing the name, job title, work location, employing entity, base compensation, bonus opportunity, date of hire, job classification (exempt or non-exempt, as applicable) of each Business Employee and indicating whether or not the Business Employee is expected to be actively employed immediately prior to the Closing Date (and the anticipated return date, if any, for inactive employees). Seller will provide Purchaser with an updated schedule to reflect any changes thereto from time to time prior to the Closing Date, including at the reasonable request of Purchaser, and shall provide Purchaser with a final updated schedule five Business Days prior to the Closing Date.
Transfer of Business Employees. Each Business Employee who is employed with a Transferred Entity at the time of the Closing, shall be referred to herein as a “Transferred Business Employee.”
Transfer of Business Employees. Following the date of this Agreement, Seller shall use commercially reasonable efforts to make available to Purchaser the Business Employees for purposes of interviewing and making offers of employment to any such Business Employees. Purchaser will, or will cause one or more of its Affiliates or designees to, offer employment to at least 90% of the Business Employees set forth in Section 3.21(a) of the Seller Disclosure Schedule, in each case containing terms and conditions that are in compliance with Section 9.3 below, and except as is provided in Section 9.2 below, with such employment to commence immediately upon the Closing. Seller and its Affiliates shall cooperate with and use their reasonable best efforts to assist Purchaser and its Affiliates in their efforts to secure the transition of the relevant Business Employees to Purchaser. All Business Employees who are (A) made an offer of employment by Purchaser or an Affiliate of Purchaser (collectively, the “Offered Business Employees”), (B) who accept Purchaser’s or an Affiliate of Purchaser’s offer of employment, and (C) commence employment with Purchaser or an Affiliate of Purchaser as of or following the Closing Date in accordance with Section 9.2 below, shall be referred to herein as the “Transferred Employees.”
