Common use of Transferred Employees Clause in Contracts

Transferred Employees. (a) Section 9.03 of the Disclosure Schedule sets forth a complete list of the Employees that Buyer has requested transfer to the employment of Buyer (the “Transferred Employees”). All Transferred Employees shall become full time employees of Buyer at 12:01 a.m. on the day immediately following the Closing Date upon completion of Buyer's on-boarding process, unless specified otherwise in Section 9.03 of the Disclosure Schedule. Those Business Employees who are not listed in Section 9.03 of the Disclosure Schedule shall not be considered Transferred Employees for any purpose under this Agreement. (b) Each Transferred Employee may be fingerprinted and/or drug tested by Buyer in accordance with Buyer’s employment practices and procedures. Each Transferred Employee shall be employed in a position with similar compensation, duties and responsibilities to those in effect with such Employee's position with the Seller prior to the Closing Date and with the comparable hours of work to other similarly situated employees of the Buyer. Additionally, the annual base salary terms of such offers shall comply with Section 9.04. (c) Buyer shall have sole responsibility for any activity in connection with advising Employees to whom it offers employment of the details of such employment and answering any questions relating thereto and any subsequent communications relating to the interviewing and hiring by Buyer of the Employees. (d) As of the Closing Date, the Transferred Employees shall cease active participation in each benefit plan of the Seller, and no additional benefits shall be accrued thereunder for such employees. Seller shall cause any retirement plan assets to be transferred to Buyer.

Transferred Employees. (a) At least thirty (30) days prior to the Scheduled Closing Date (which, for the avoidance of doubt, shall mean the Scheduled Closing Date, without regard to any delay thereof pursuant to Section 9.03 of the Disclosure Schedule sets forth 2.5), Buyer shall provide to Seller a complete list of the Employees that Buyer has requested transfer does not wish to be employed by an Acquired Company or an Acquired Company Subsidiary on the employment of Buyer Closing Date (the “Transferred Listed Employees”). All Transferred None of the Listed Employees shall be employed by an Acquired Company or an Acquired Company Subsidiary on the Closing Date. All (i) Employees who are employees of an Acquired Company or an Acquired Company Subsidiary as of the Closing Date (excluding, for purposes of clarity, all Listed Employees) and (ii) any individuals who are Allocated Employees as of the Closing Date who Buyer requests in writing to become full time employees of Buyer at 12:01 a.m. or its Affiliates on the day immediately following the Closing Date upon completion of Buyer's on-boarding process, unless specified otherwise in Section 9.03 of the Disclosure Schedule. Those Business Employees who are not listed in Section 9.03 of the Disclosure Schedule shall not be considered “Transferred Employees Employees” for any purpose under purposes of this Agreement. (b) Each Buyer may, in its sole discretion, arrange for an unaffiliated third-party administrator or similar entity (“TPA Firm”) to offer to employ some or all of the Transferred Employee may be fingerprinted and/or drug tested by Buyer in accordance Employees, with Buyer’s employment practices and procedures. Each Transferred Employee shall be employed in a position with similar compensation, duties and responsibilities to those in effect with such Employee's position with the Seller prior to commence after the Closing Date and with the comparable hours of work to other similarly situated employees of the Buyer. Additionally, the annual base salary terms of such offers shall comply with Section 9.04Date. (c) Any provision of this Article V to the contrary notwithstanding, (i) each Transferred Employee shall be an “employee at will” of Buyer and its Affiliates, unless specifically provided otherwise in a written agreement between such Transferred Employee and Buyer, and (ii) each Employee who is hired by a TPA Firm shall have sole responsibility for any activity in connection with advising Employees to whom it offers employment of the details be an “employee at will” of such employment TPA Firm, unless specifically provided otherwise in a written agreement between such Transferred Employee and answering any questions relating thereto and any subsequent communications relating to the interviewing and hiring by Buyer of the Employeessuch TPA Firm. (d) As of the Closing Date, the Transferred Employees shall cease active participation in each benefit plan of the Seller, and no additional benefits shall be accrued thereunder for such employees. Seller shall cause any retirement plan assets to be transferred to Buyer.

Transferred Employees. (a) Section 9.03 of the Disclosure Schedule sets forth a complete list of the Employees that Buyer has requested transfer to the employment of Buyer (the “Transferred Employees”). All Transferred Employees shall become full time employees of Buyer at 12:01 a.m. on the day immediately following the Closing Date upon completion of Buyer's on-boarding process, unless specified otherwise in Section 9.03 of the Disclosure Schedule. Those Business Employees who are not listed in Section 9.03 of the Disclosure Schedule shall not be considered Transferred Employees for any purpose under this Agreement. (b) Each Transferred Employee may be fingerprinted and/or drug tested by Buyer in accordance with Buyer’s employment practices and procedures. Each Transferred Employee shall be employed in a position with similar compensation, duties and responsibilities to those in effect with such Employee's position with the Seller prior to the Closing Date and with the comparable hours of work to other similarly situated employees of the Buyer. Additionally, the annual base salary terms of such offers shall comply with Section 9.04. (c) Buyer shall have sole responsibility for any activity in connection with advising Employees to whom it offers employment of the details of such employment and answering any questions relating thereto and any subsequent communications relating to the interviewing and hiring by Buyer of the Employees. (d) As of On the Closing Date, the Seller shall terminate the employment of all of its employees identified in Section 3.16(a) of the Seller Disclosure Letter except as otherwise provided in this Section 5.12. Commencing on the Closing Date, the Purchaser shall offer employment, on an "at will" basis, to all of the employees of the Seller who are actively at work on the Closing Date other than those employees of the Seller who are identified in Section 5.12(a) of the Seller Disclosure Letter as employees with respect to whom the Purchaser shall have no hiring obligation. Employees of the Seller who accept such offer are, as of the time they first perform services for the Purchaser, referred to herein as the "Transferred Employees". The Purchaser shall have no obligation of any kind to offer employment with respect to any employee of the Seller who is not actively at work on the Closing Date. For these purposes "actively at work" will mean: (i) any employee who has averaged a minimum of thirty (30) hours per week in a permanent position in the last three months prior to the Closing Date; (ii) any employee absent on the Closing Date due to the Family Medical Leave Act or similar state laws; (iii) any employee absent on the Closing Date due to maternity leave under the Seller's maternity leave policy; (iv) any employee absent on the Closing Date due to military duty; (v) any employee absent on the Closing Date due to jury duty; and (vi) any employee absent on the Closing Date due to vacation or personal days consistent with the Seller's employment policies. The Purchaser shall take all action in connection with the employment or hiring of the Transferred Employees shall cease active participation in each benefit plan as may be reasonably requested by the Seller to avoid the applicability of the Worker Adjustment and Retraining Notification Act, similar state law, or both to the termination of such employees by the Seller, and no additional benefits shall be accrued thereunder for such employees. Seller shall cause any retirement plan assets to be transferred to Buyer.

Transferred Employees. (a) Section 9.03 On the Closing Date, Seller shall cause Centurion Management Company, Inc. (“CMC”) to terminate the employment of each of its employees who provides services to the Company and is listed on Schedule 6.1 of the Disclosure Schedule sets forth a complete list Schedules, in each case effective as of the Employees that Buyer has requested transfer to the employment of Buyer Closing (the each, a “Transferred EmployeesTransfer Eligible Employee”). All Transferred Employees shall become full time employees of Buyer at 12:01 a.m. on the day immediately following the Closing Date upon completion of Buyer's on-boarding process, unless specified otherwise in Section 9.03 of the Disclosure Schedule. Those Business Employees who are not listed in Section 9.03 of the Disclosure Schedule shall not be considered Transferred Employees for any purpose under this Agreement. (b) Each Transferred Employee may be fingerprinted and/or drug tested by Buyer in accordance with Buyer’s employment practices and procedures. Each Transferred Employee shall be employed in a position with similar compensation, duties and responsibilities to those in effect with such Employee's position with the Seller prior to On the Closing Date Date, Seller shall cause CMC to pay to each Transfer Eligible Employee any PTO and with the comparable hours of work to other similarly situated employees vacation benefits that is accrued and outstanding as of the Buyer. Additionally, the annual base salary terms of such offers shall comply with Section 9.04Closing Date. (c) Prior to the Closing, Buyer shall have sole responsibility for any activity in connection with advising Employees to whom it offers offer employment by the Company as of the details Closing Date to each Transfer Eligible Employee, including each such Transfer Eligible Employee on vacation or leave of absence (including disability leave, medical leave, workers’ compensation leave or leave due to pregnancy), with such employment and answering any questions relating thereto and any subsequent communications relating with the Company to commence on the interviewing and hiring by Buyer of the EmployeesClosing Date. (d) As Each such offer of employment to a Transfer Eligible Employee shall offer such Transfer Eligible Employee the same or greater base pay provided by CMC as of the Execution Date and eligibility for employee benefit plans and programs on a basis substantially comparable to the plans offered to similarly situated employees of Allied. Each such employee shall be deemed to have accepted such offer of employment unless he or she affirmatively declines such offer. Such employees who accept, or are deemed to have accepted, such offers of employment shall be referred to herein collectively as “New Employees.” (e) The employment of each New Employee by the Company shall be considered effective, and his or her employment by CMC shall terminate and transfer to the Company, on the Closing Date, the Transferred Employees shall cease active participation in each benefit plan of the Seller, and no additional benefits shall be accrued thereunder for such employees. Seller shall cause any retirement plan assets to be transferred to Buyer.

Transferred Employees. (a) Section 9.03 of the Disclosure Schedule sets forth a complete list of the Employees that Buyer Bxxxx has requested transfer to the employment of Buyer (the “Transferred Employees”). All Transferred Employees shall become full time employees of Buyer at 12:01 a.m. on the day immediately following the Closing Date upon completion of Buyer's on-boarding process, unless specified otherwise in Section 9.03 of the Disclosure Schedule. Those Business Employees who are not listed in Section 9.03 of the Disclosure Schedule shall not be considered Transferred Employees for any purpose under this Agreement. (b) Each Transferred Employee may be fingerprinted and/or drug tested by Buyer in accordance with Buyer’s employment practices and procedures. Each Transferred Employee shall be employed in a position with similar compensation, duties and responsibilities to those in effect with such Employee's position with the Seller prior to the Closing Date and with the comparable hours of work to other similarly situated employees of the Buyer. Additionally, the annual base salary terms of such offers shall comply with Section 9.04. (c) Buyer shall have sole responsibility for any activity in connection with advising Employees to whom it offers employment of the details of such employment and answering any questions relating thereto and any subsequent communications relating to the interviewing and hiring by Buyer Bxxxx of the Employees. (d) As of the Closing Date, the Transferred Employees shall cease active participation in each benefit plan of the Seller, and no additional benefits shall be accrued thereunder for such employees. Seller shall cause any retirement plan assets to be transferred to Buyer.

Transferred Employees. (a) Section 9.03 of the Disclosure Schedule sets forth a complete list of the Employees that Buyer has requested transfer to the employment of Buyer (the “Transferred Employees”). All Transferred Employees shall become full time employees of Buyer at 12:01 a.m. on the day immediately following the Closing Date upon completion of Buyer's ’s on-boarding process, unless specified otherwise in Section 9.03 of the Disclosure Schedule. Those Business Employees who are not listed in Section 9.03 of the Disclosure Schedule shall not be considered Transferred Employees for any purpose under this Agreement. (b) Each Transferred Employee may be fingerprinted finger printed and/or drug tested by Buyer in accordance with Buyer’s employment practices and procedures. Each Transferred Employee shall be employed in a position with similar compensation, duties and responsibilities to those in effect with such Employee's ’s position with the Seller prior to the Closing Date and with the comparable hours of work to other similarly situated employees of the Buyer. Additionally, the annual base salary terms of such offers shall comply with Section 9.04. (c) Buyer shall have sole responsibility for any activity in connection with advising Employees to whom it offers employment of the details of such employment and answering any questions relating thereto and any subsequent communications relating to the interviewing and hiring by Buyer of the Employees. (d) As of the Closing Date, the Transferred Employees shall cease active participation in each benefit plan of the Seller, and no additional benefits shall be accrued thereunder for such employees. Seller shall cause any retirement plan assets to be transferred to Buyer.

Transferred Employees. (a) Section 9.03 of the Disclosure Schedule sets forth a complete list of the Employees that Buyer has requested transfer to the employment of Buyer (the “Transferred Employees”). All Transferred Employees shall become full time employees of Buyer at 12:01 a.m. on the day immediately following the Closing Date upon completion of Buyer's on-boarding process, unless specified otherwise in Section 9.03 of the Disclosure Schedule. Those Business Employees who are not listed in Section 9.03 of the Disclosure Schedule shall not be considered Transferred Employees for any purpose under this Agreement. (b) Each Transferred Employee may be fingerprinted and/or drug tested by Buyer in accordance with Buyer’s employment practices and procedures. Each Transferred Employee shall be employed in a position with similar compensation, duties and responsibilities to those in effect with such Employee's position with the Seller prior to the Closing Date and with the comparable hours of work to other similarly situated employees of the Buyer. Additionally, the annual base salary terms of such offers shall comply with Section 9.04. (c) Buyer shall have sole responsibility for any activity in connection with advising Employees to whom it offers employment of the details of such employment and answering any questions relating thereto and any subsequent communications relating to the interviewing and hiring by Buyer of the Employees. (di) As of the Closing Date, Buyer shall offer to hire, at a rate of pay at least equal to their rate of pay with Seller as of the Closing Date, all employees of Seller's Confection Operations, a complete listing of which, including the date of hire and rate of pay on the Closing Date for each employee, is set forth on Schedule 6.5(a)(i), (the "Transferred Employees"), and shall cause all of the Transferred Employees to be eligible to participate in all Employee Benefit Plans of Buyer in which similarly situated employees of Buyer are eligible to participate. (ii) Upon Closing, if Buyer does not offer the Transferred Employees employment that is similar in responsibility, pay and location to their current status, then Buyer shall cease active participation be responsible for the full payment of any severance payments due such Transferred Employees under any plan or program of Buyer or Seller (such severance entitlements of Transferred Employees are set forth in each benefit plan Schedule 6.5(a)(ii) attached hereto). (iii) Buyer shall be responsible for any and all claims, liabilities, obligations, costs and expenses arising from or relating to the employment of the SellerTransferred Employees from and after the Closing Date, and no additional benefits shall be accrued thereunder for such employees. Seller shall cause as set forth on Schedule 1.3, including the severance entitlements set forth on Schedule 6.5(a)(ii), or which may arise as a result of Buyer's failure to comply with any retirement plan assets to be transferred to Buyerof its obligations under this Section 6.5.

Transferred Employees. (a) Section 9.03 of the Disclosure Schedule sets forth a complete list of the Employees that Buyer has requested transfer to the employment of Buyer (the “Transferred Employees”). All Transferred Employees shall become full time employees of Buyer at 12:01 a.m. 12:01 a. m. on the day immediately following the Closing Date upon completion of Buyer's on-boarding process, unless specified otherwise in Section 9.03 of the Disclosure Schedule. Those Business Employees who are not listed in Section 9.03 of the Disclosure Schedule shall not be considered Transferred Employees for any purpose under this Agreement. (b) Each Transferred Employee may be fingerprinted and/or drug tested by Buyer in accordance with Buyer’s employment practices and procedures. Each Transferred Employee shall be employed in a position with similar compensation, duties and responsibilities to those in effect with such Employee's position with the Seller prior to the Closing Date and with the comparable hours of work to other similarly situated employees of the Buyer. Additionally, the annual base salary terms of such offers shall comply with Section 9.04. (c) Buyer shall have sole responsibility for any activity in connection with advising Employees to whom it offers employment of the details of such employment and answering any questions relating thereto and any subsequent communications relating to the interviewing and hiring by Buyer of the Employees. (d) As of the Closing Date, the Transferred Employees shall cease active participation in each benefit plan of the Seller, and no additional benefits shall be accrued thereunder for such employees. Seller shall cause any retirement plan assets to be transferred to Buyer.