Common use of Transfer of Employment Clause in Contracts

Transfer of Employment. (a) Purchaser shall (i) cause each of the Transferred Subsidiaries to continue to employ all of their respective employees as of the Applicable Closing Date and (ii) at least fifteen (15) calendar days prior to the Applicable Closing Date, offer, or cause its affiliates to offer, employment to or continue to employ (where employment continues automatically by operation of Law, including for ARD Employees) each Employee who is not employed by the Transferred Subsidiaries and who is actively employed and who does not transfer automatically by operation of Law (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Applicable Closing Date, with such employment to be effective as of 12:01 a.m. on the Applicable Closing Date (the “Offer-and-Acceptance Employees”). With respect to each Offer-and-Acceptance Employee who is not actively employed due to an approved leave of absence as of immediately prior to the Applicable Closing Date (each, an “Inactive Employee”), any such offer of employment shall be effective as of the date that such Offer-and-Acceptance Employee presents himself or herself to Purchaser for active employment; provided that such date occurs within twelve (12) months of the Applicable Closing Date. For all purposes of the remainder of this Article VI, with respect to any Inactive Employee, the date that such Inactive Employee commences employment with Purchaser or the time of such commencement of employment shall be substituted for the terms “Applicable Closing Date” or “applicable Closing”, respectively, wherever such term appears. Each Employee who (1) is an ARD Employee, (2) accepts an offer of employment from Purchaser and commences employment with Purchaser or an affiliate or (3) is an employee of a Transferred Subsidiary is referred to herein as a “Transferred Employee” as of the Applicable Closing Date. Effective as of 12:01 a.m. on the Applicable Closing Date, Sellers shall terminate the employment of all Offer-and-Acceptance Employees. Nothing herein shall be construed as a representation or guarantee by Sellers that any particular Offer-and-Acceptance Employee shall accept Purchaser’s offer of employment or that any particular Offer-and-Acceptance Employee shall continue in employment with Purchaser or its affiliates following the applicable Closing.

Transfer of Employment. (a) Purchaser shall (i) cause each Except as set forth on Section 5.11(a) of the Seller Disclosure Schedules, on or prior to the Closing, Seller shall, and shall cause its applicable Affiliates to, cause (i) (A) the employment of any Covered Employee (other than an Inactive Business Employee) who is employed by Seller or any Affiliate to transfer to Service Company and (B) subject to Section 5.11(l), Service Company to assume any and all Liabilities of Seller or any such Affiliate relating to any such Transferred Subsidiaries to continue to employ all Employee arising after the Closing (except, for the avoidance of their respective employees doubt, any Liabilities under any Seller Benefit plan (other than as of the Applicable Closing Date set forth in Section 5.11(j))), and (ii) at least fifteen (15A) calendar days prior to the Applicable Closing Date, offer, or cause its affiliates to offer, employment to or continue to employ (where employment continues automatically by operation of Law, including for ARD Employees) each Employee any employee of an Acquired Company who is not employed by the Transferred Subsidiaries and a Covered Employee (or who is actively employed an Inactive Business Employee) to transfer to Seller or one of its Affiliates (other than an Acquired Company) and who does not transfer automatically by operation (B) Seller or one of Law its Affiliates (including employees other than an Acquired Company) to assume any and all Liabilities of the Acquired Company relating to any such employee, whenever arising. Buyer and its Affiliates shall bear the cost and expense of the termination of the employment with Buyer or its Affiliates of any Covered Employee on vacationand after the Closing (except, holidayfor the avoidance of doubt, jury duty or any Liabilities under any Seller Benefit Plan (other similar absence) immediately prior to the Applicable Closing Date, with such employment to be effective than as of 12:01 a.m. on the Applicable Closing Date (the “Offer-and-Acceptance Employees”set forth in Section 5.11(j)). With respect Each Inactive Business Employee shall remain an employee of Seller or one of its Affiliates (other than an Acquired Company) and if such Inactive Business Employee returns to each Offer-and-Acceptance Employee who is not actively employed due to an approved leave of absence as of immediately prior to the Applicable Closing Date (each, an “Inactive Employee”), any such offer of active employment shall be effective as of the date that such Offer-and-Acceptance Employee presents himself or herself to Purchaser for active employment; provided that such date occurs within twelve (12) months of the Applicable Closing Date. For all purposes of , immediately following the remainder of this Article VI, with respect to date on which any Inactive Business Employee returns to active employment, the Buyer shall, or shall cause one of its Affiliates to (i) provide an offer of employment to such Inactive Business Employee, such offer shall be to commence active employment with the Buyer or one of its Affiliates within five (5) days following such Inactive Business Employee’s return to active status (the date that such Inactive Employee commences employment with Purchaser or the time of such commencement of employment shall be substituted with Buyer or its Affiliates the “Inactive Employee Commencement Date”), and (ii) to assume any and all Liabilities of Seller or any of its Affiliates relating to any such Inactive Business Employee arising after the Inactive Employee Commencement Date (except, for the terms “Applicable Closing Date” or “applicable Closing”avoidance of doubt, respectively, wherever such term appearsany Liabilities under any Seller Benefit Plan (other than as set forth in Section 5.11(j))). Each Employee who (1) is an ARD EmployeeAs used herein, (2i) accepts an offer of employment from Purchaser and commences employment with Purchaser or an affiliate or (3) is an employee of a Transferred Subsidiary is referred to herein as a “Transferred Employee” as of the Applicable Closing Date. Effective as of 12:01 a.m. on the Applicable Closing Date, Sellers shall terminate the employment of all Offer-and-Acceptance Employees. Nothing herein shall be construed as a representation or guarantee by Sellers that any particular Offer-and-Acceptance Employee shall accept Purchaser’s offer of employment or that any particular Offer-and-Acceptance Employee shall continue in employment with Purchaser or its affiliates following the applicable Closing.

Transfer of Employment. Each Company Employee who is employed by a Company as of Closing Date shall remain an employee of such Company following the Closing Date. Each Company Employee who is an employee of Seller or any of its Affiliates (aother than the Companies) Purchaser shall (i) cause each of who is assigned to primarily providing services to the Transferred Subsidiaries to continue to employ all of their respective employees Companies as of the Applicable Closing Date and (iieach such employee, a “Scheduled Employee”) at least fifteen (15) calendar days prior shall be governed by this Section 5.13(a). Prior to the Applicable Closing DateClosing, offerBuyer shall, or shall cause its affiliates to offeran Affiliate of Buyer to, offer employment to or continue to employ (where employment continues automatically by operation of Law, including for ARD Employeeseach Scheduled Employee identified on Schedule 5.13(a) each Employee who is not employed by the Transferred Subsidiaries and who is actively employed and who does not transfer automatically by operation of Law (including employees any Scheduled Employee who is on vacation, holiday, jury duty vacation or other paid-time off) as of the Closing Date for a position substantially similar absence) to the position held by such Scheduled Employee immediately prior to the Applicable Closing Date. On or prior to the Closing, Seller shall take all necessary actions to terminate the employment with Seller or any of its Affiliates of each such employment to be effective as of 12:01 a.m. on the Applicable Closing Date (the “Offer-and-Acceptance Employees”)Scheduled Employee. With respect to each Offer-and-Acceptance any Scheduled Employee who is not actively employed due to an approved on a leave of absence as of immediately prior to the Applicable Closing Date Date, whether paid or unpaid, including leave under the Family Medical Leave Act of 1993 or short-term or long-term disability leave (each, an “Inactive Employee”), any such offer Buyer shall make, or shall cause an Affiliate of employment shall be effective as of the date that such Offer-and-Acceptance Employee presents himself or herself Buyer to Purchaser for active employment; provided that such date occurs within twelve (12) months of the Applicable Closing Date. For all purposes of the remainder of this Article VImake, with respect to any Inactive Employee, the date that such Inactive Employee commences employment with Purchaser or the time of such commencement of employment shall be substituted for the terms “Applicable Closing Date” or “applicable Closing”, respectively, wherever such term appears. Each Employee who (1) is an ARD Employee, (2) accepts an offer of employment from Purchaser to such Inactive Employee in the manner specified in this Section 5.13(a), with such offer being contingent upon such Inactive Employee returning to active status within six (6) months following the Closing Date. Until an Inactive Employee returns to active status and commences accepts the offer of employment with Purchaser made by Buyer or its Affiliates, the Inactive Employee shall continue to be employed by Sellers or an affiliate Affiliate of Seller during such six (6) month period. Each Scheduled Employee identified on Schedule 5.13(a) who accepts the offer of employment from Buyer or (3) is its affiliates or continues as an employee of a Transferred Subsidiary is the Companies shall be referred to herein as a “Transferred Covered Employee” as of the Applicable Closing Date. Effective as of 12:01 a.m. on the Applicable Closing Date, Sellers shall terminate the employment of all Offer-and-Acceptance Employees. Nothing herein shall be construed as a representation or guarantee by Sellers that any particular Offer-and-Acceptance Employee shall accept Purchaser’s offer of employment or that any particular Offer-and-Acceptance Employee shall continue in employment with Purchaser or its affiliates following the applicable Closing”.

Transfer of Employment. (a) Purchaser shall Sellers acknowledge and understand that it is Buyers’ aim and intention to have Key Management Personnel to continue to work for the PCB Business for a period of not less than three (3) years after the Closing. (b) Sellers acknowledge and understand that it is Buyers’ aim and intention to have all employees of Camtek or its subsidiaries who work in the PCB Business as detailed in Schedule 6.5 (b) (and if there is no such schedule, then those who work exclusively in the PCB Business), ("PCB Business Employees") to continue to work for CIT, PCHK2 or their Subsidiaries, as applicable, for the PCB Business as of the day immediately following the Closing Date. (c) The Parties agree that, as of the day immediately following the Closing, the PCB Business Employees shall: (i) cause If they were employees of CIT or CTL before the Closing, then, subject to their consent, they will continue to be employed by CIT or CTL, as applicable; and (ii) If they are the Camtek PCB Business Employees, then, the following provisions shall apply: 1. Prior to the Closing, PCHK2, or any of its applicable Subsidiaries in the relevant territories, shall make offers of employment, contingent on the Closing, to each of the Transferred Subsidiaries Camtek PCB Business Employees, which offers shall provide for salary or wage and benefit levels that are no less favorable to continue each of the Camtek PCB Business Employees in the aggregate, to employ all the Camtek PCB Business Employees, as the terms and conditions of their respective employment of such employees as of the Applicable Closing Date and (ii) at least fifteen (15) calendar days prior date hereof. It is clarified that non-acceptance of such offers by any Camtek PCB Business Employees shall not constitute a breach of this Agreement by Sellers 49 2. Subject to the Applicable Closing Dateconsent of each such employee to the aforesaid offer made to him by PCHK2 or any of its applicable Subsidiaries, such employee shall begin to work for the applicable entity that made such offer, or cause its affiliates to offer, employment to or continue to employ (where employment continues automatically by operation of Law, including for ARD Employees) each Employee who is not employed by the Transferred Subsidiaries and who is actively employed and who does not transfer automatically by operation of Law (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Applicable Closing Date, with such employment to be effective as of 12:01 a.m. on the Applicable Closing Date (the “Offer-and-Acceptance Employees”). With respect to each Offer-and-Acceptance Employee who is not actively employed due to an approved leave of absence as of immediately prior to the Applicable Closing Date (each, an “Inactive Employee”), any such offer of employment shall be effective as of the date that such Offer-and-Acceptance Employee presents himself or herself to Purchaser for active employment; provided that such date occurs within twelve (12) months following the Closing date, in either one of the Applicable Closing Date. For all purposes of the remainder of this Article VItwo following ways, with respect on which Seller shall decide and inform Buyers prior to any Inactive Employee, the date that such Inactive Employee commences employment with Purchaser or the time of such commencement of employment shall be substituted for the terms “Applicable Closing Date” or “applicable Closing”, respectively, wherever such term appears. Each Employee who (1) is an ARD Employee, (2) accepts an offer of employment from Purchaser and commences employment with Purchaser or an affiliate or (3) is an employee of a Transferred Subsidiary is referred to herein as a “Transferred Employee” as of the Applicable Closing Date. Effective as of 12:01 a.m. on the Applicable Closing Date, Sellers shall terminate the employment of all Offer-and-Acceptance Employees. Nothing herein shall be construed as a representation or guarantee by Sellers that any particular Offer-and-Acceptance Employee shall accept Purchaser’s offer of employment or that any particular Offer-and-Acceptance Employee shall continue in employment with Purchaser or its affiliates following the applicable Closing.:

Transfer of Employment. (a) Purchaser Seller shall (i) use commercially reasonable efforts to cause each of the Transferred Subsidiaries Containment Business Employees, Seller Corporate Employees and Seller Medegen Business Employees to continue make available their employment services to employ all of their respective employees Buyer as of the Closing. Not less than two (2) weeks prior to Closing, Buyer shall, or shall cause any of its Affiliates to, offer employment, subject to Buyer’s reasonable and necessary hiring policies and in compliance with Applicable Laws and effective as of the Closing Date and (ii) at least fifteen (15) calendar days prior to conditioned upon the Applicable Closing Dateoccurring, offer, or cause its affiliates to offer, employment to or continue to employ (where employment continues automatically by operation of Law, including for ARD Employees) each Employee who is not employed by the Transferred Subsidiaries and who is actively employed and who does not transfer automatically by operation of Law (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Applicable Closing Date, with such employment to be effective as of 12:01 a.m. on the Applicable Closing Date (the “Offer-and-Acceptance Employees”). With respect to each Offer-and-Acceptance Containment Business Employee, Seller Corporate Employees and Seller Medegen Business Employee on terms consistent with the requirements set forth in this Article VII. All Containment Business Employees, Seller Corporate Employees and Seller Medegen Business Employees who is not actively employed due to an approved leave of absence as of immediately prior to the Applicable Closing Date (each, an “Inactive Employee”), any accept such offer of employment and commence employment with Buyer or one of its Affiliates from and after the Closing Date, together with all Medegen Employees who remain employed with Medegen as of the Closing are referred to herein as “Transferred Employees.” As of the Closing Date, each Transferred Employee shall cease to be employed by Seller or its Affiliates and shall be employed by Buyer or its Affiliates, as applicable. Containment Business Employees, Seller Corporate Employees and Seller Medegen Business Employees who do not accept such offer of employment and do not commence employment with Buyer or one of its Affiliates from and after the Closing Date shall be terminated from employment with Seller and its Affiliates effective as of the date that such Offer-and-Acceptance Employee presents himself or herself to Purchaser for active employment; provided that such date occurs within twelve (12) months of the Applicable Closing Date. For all purposes of the remainder of this Article VI, with respect to any Inactive Employee, the date that such Inactive Employee commences employment with Purchaser or the time of such commencement of employment shall be substituted for the terms “Applicable Closing Date” or “applicable Closing”, respectively, wherever such term appears. Each Employee who (1) is an ARD Employee, (2) accepts an offer of employment from Purchaser and commences employment with Purchaser or an affiliate or (3) is an employee of a Transferred Subsidiary is are referred to herein as a “Transferred Employee” as Terminated Business Employees”. Each Person who is employed by Medegen immediately prior to Closing shall continue employment with Medegen immediately following the Closing without further action on the part of Buyer or any of the Applicable Closing Date. Effective as of 12:01 a.m. on the Applicable Closing Date, Sellers shall terminate the employment of all Offer-and-Acceptance Employees. Nothing herein shall be construed as a representation or guarantee by Sellers that any particular Offer-and-Acceptance Employee shall accept Purchaser’s offer of employment or that any particular Offer-and-Acceptance Employee shall continue in employment with Purchaser or its affiliates following the applicable ClosingCompanies.

Transfer of Employment. (a) Purchaser Immediately prior to the Closing, Seller shall, and shall cause its applicable Affiliates to, (i) cause the employment of each employee of the Transferred Subsidiaries Company or DSL and all Liability associated thereto (to continue the extent not related to employ all the Business) to each such employee to transfer to Seller or one of their respective employees its Affiliates (except as contemplated by clause (ii) of the Applicable Closing Date this sentence, other than an Acquired Company), and (ii) cause the employment of each Covered Employee (but no Liabilities) to transfer to Services Company. Seller shall identify all initial Qualified Employees and Select Advantage Employees and all Available Employees to Buyer as soon as possible after the date hereof, but in no event later than February 28, 2018. Seller covenants that the employee of Seller and its Affiliates identified by Seller to serve in each Qualified Role will have the seniority, experience and functional expertise to fill such Qualified Role. Seller shall use commercially reasonable efforts to ensure that the Covered Employees include individuals identified by Seller and consented to by Buyer Designee (such consent not to be unreasonably withheld, conditioned or delayed) to serve in all Qualified Roles. Seller shall provide Buyer and Reinsurer Parent with reasonable access at least fifteen (15) calendar days prior such times as are mutually agreeable to Seller and Buyer and Reinsurer Parent to the Applicable Closing Date, offer, Available Employees and individuals identified as expected Qualified Employees (provided that Reinsurer Parent shall only have access to Available Employees who are not Qualified Employees or cause its affiliates to offer, employment to or continue to employ (where employment continues automatically by operation Designated Employee) between the date of Law, including for ARD Employees) each Employee who is not employed by this Agreement and the Transferred Subsidiaries and who is actively employed and who does not transfer automatically by operation of Law (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Applicable Closing Date, with such employment to be effective as of 12:01 a.m. on the Applicable Closing Date to permit Buyer to perform any reasonable diligence necessary to evaluate such Available Employee for inclusion, as applicable, as an Additional Transferring Employee (the “Offer-and-Acceptance Employees”). With respect to each Offer-and-Acceptance Employee who is not actively employed due to an approved leave of absence as of immediately prior to the Applicable Closing Date (each, an “Inactive Employee”), any such offer of employment shall be effective as of the date that such Offer-and-Acceptance Employee presents himself or herself to Purchaser for active employment; provided that such date occurs within twelve (12) months of the Applicable Closing Date. For all purposes of the remainder of this Article VIor, with respect to Reinsurer Parent, an offer of employment) or a Qualified Employee. Notwithstanding anything herein to the contrary, Buyer may, in its reasonable good faith discretion, exclude up to thirty Qualified Roles from the positions with respect to which Seller may or shall transfer individuals to Service Company pursuant to the first sentence of this Section 5.12(a) (any such Qualified Roles that Buyer excludes, an “Excluded Role”). Unless otherwise consented to by Seller, Buyer shall identify all “Additional Transferring Employees” to Seller as soon as reasonably practical after Seller identifies the Available Employees to Buyer, but in all events no later than April 1, 2018. Seller shall waive any noncompetition, non-solicitation, confidentiality and any other restrictions to the extent such restrictions would otherwise limit the scope of any Covered Employee’s services to Buyer Parent’s Subsidiaries (including, after the Closing, the Acquired Companies). In the event that any Inactive EmployeeEmployee becomes eligible to return to active employment within 180 days immediately following the Closing Date, the date that Buyer Parent shall cause a Subsidiary to offer employment (on terms and conditions consistent with Buyer Parent’s obligations pursuant to Sections 5.12(b) and (c) below) to such Inactive Employee commences commencing on the date on which such Inactive Employee is first eligible to return to active employment with Purchaser or the time of and, if such commencement of employment shall be substituted for the terms “Applicable Closing Date” or “applicable Closing”, respectively, wherever such term appears. Each Inactive Employee who (1) is an ARD Employee, (2) accepts an offer of employment from Purchaser and commences employment with Purchaser or an affiliate or (3) is an employee a Subsidiary of a Transferred Subsidiary is referred to herein as a “Transferred Employee” as of the Applicable Closing Date. Effective as of 12:01 a.m. on the Applicable Closing DateBuyer Parent, Sellers shall terminate the employment of all Offer-and-Acceptance Employees. Nothing herein such Inactive Employee shall be construed as considered a representation or guarantee by Sellers that any particular Offer-and-Acceptance Covered Employee shall accept Purchaser’s offer of employment or that any particular Offer-and-Acceptance Employee shall continue in employment with Purchaser or its affiliates following the applicable Closingfor all purposes pursuant to this Agreement.

Transfer of Employment. (a) Purchaser Promptly following the execution of this Agreement, Seller shall, or shall (icause its affiliates to, provide written notice to each Employee set forth on Section 6.01(a) cause each of the Transferred Subsidiaries Disclosure Schedule (whether such Employee is actively at work or on leave of absence, disability or medical leave) (each, a “Offer Employee”) that it will provide such Offer Employee’s non-anonymized information consisting of his or her position, salary and other information specified in Section 3.16(a) to continue Purchaser, and following such notice, Seller shall provide all such information and copies of all Contracts that Seller or any of its affiliate has currently in place with each Offer Employee to employ all the Purchaser, provided that the Offer Employee does not object to the Seller’s provision of their respective employees as of Offer Employees’ information to the Applicable Closing Date and Purchaser. At least thirty (ii30) at least fifteen (15) calendar days prior to the Applicable Closing Date, Purchaser shall offer, or cause its affiliates to offer, employment to or continue to employ (where employment continues automatically by operation of Law, including for ARD Employees) each Employee who is not employed by the Transferred Subsidiaries and who is actively employed and who does not transfer automatically by operation of Law (including employees on vacation, holiday, jury duty or other similar absence) immediately prior to the Applicable Closing DateOffer Employee, with such employment to be effective as of 12:01 a.m. on immediately following the Applicable Closing Date (the “Offer-and-Acceptance Employees”). With respect to each Offer-and-Acceptance Employee who is not actively employed due to an approved leave of absence as of immediately prior to the Applicable Closing Date (each, an “Inactive Employee”), any such offer of employment shall be effective as of the date that such Offer-and-Acceptance Employee presents himself or herself to Purchaser for active employment; provided that such date occurs within twelve (12) months of the Applicable Closing Date. For all purposes of the remainder of this Article VI, with respect to any Inactive Employee, the date that such Inactive Employee commences employment with Purchaser or the time of such commencement of employment shall be substituted for the terms “Applicable Closing Date” or “applicable Closing”, respectively, wherever such term appears. Each Employee who (1) is an ARD Employee, (2) accepts an offer of employment from Purchaser and commences employment with Purchaser or an affiliate of Purchaser pursuant to the immediately foregoing sentence (each, a “Transferred Offer Employee”) or (32) is an employee Employee of a Transferred Subsidiary as of the Closing Date (each, a “Transferred Subsidiary Employee”) is referred to herein as a “Transferred Employee” as of the Applicable Closing Date. Effective as of 12:01 a.m. on the Applicable Closing Date, Sellers shall terminate the employment of all Offer-and-Acceptance Employees”. Nothing herein shall be construed as a representation or guarantee by Sellers Seller or any of its affiliates that any particular Offer-and-Acceptance Employee shall accept Purchaser’s offer of employment or that any particular Offer-and-Acceptance Employee shall continue in employment with Purchaser or its affiliates following the applicable ClosingClosing other than those at any Transferred Subsidiary. Purchaser shall provide Seller with prompt written notice no less frequently than weekly of any Offer Employee that has agreed to become a Transferred Offer Employee and any rejections or revocations of acceptance of any offers of employment by any Offer Employee.