Common use of Transferring Employees Clause in Contracts

Transferring Employees. (i) Nothing contained in this Section 5.13(b) or elsewhere in this Agreement shall require Buyers (or the Subsidiaries) to continue any Buyer Plan or Sellers’ Benefit Plan after the Closing. Nothing contained in this Agreement shall be construed to prevent the termination of employment of any Transferring Employee or any change in the employee benefits available to any Transferring Employee or the amendment or termination of any particular Buyer Plan or Sellers’ Benefit Plan. (ii) Subject to Section 5.13(b)(i) above, Buyers will provide Transferring Employees with benefits under Buyer Plans (including any Sellers’ Benefit Plan continued by Subsidiaries or assumed by Key Texas) substantially comparable to the benefits provided to similarly situated employees of Buyers, if any, otherwise as determined by Buyers in their sole discretion. Buyers shall cause each Buyer Plan to count service, as recognized by the Seller Group under the Sellers’ Benefit Plans prior to Closing, for purposes of eligibility to participate, vesting or benefit determination, to the same extent service was recognized on behalf of Transferring Employees under analogous Sellers’ Benefit Plans, except where such service recognition causes a duplication of benefits and except with respect to any defined benefit pension plan of Buyers or any plan subject to Title IV of ERISA. Buyers will give credit to Transferring Employees for earned but unused vacation and accrued vacation under Sellers’ Benefit Plans determined as of the Closing Date. (iii) With respect to the Sellers Severance Plan, for any Transferring Employees participating in the Hourly Severance Plan at Closing, Buyers agree to continue (or to cause Subsidiaries) to provide any and all severance benefits set forth in and under the terms of the Hourly Severance Plan or a similar plan or program of Buyers to such Transferring Employees for a period of six months following the Closing, and for any Transferring Employees participating in the Salaried/Office Severance Plan, the Field Employees Severance/Retention Plan, or the Houston Employees Severance/Retention Plan at Closing, Buyers agree to provide any and all severance benefits and any remaining retention benefits set forth in and under the terms of the Salaried/Office Severance Plan, the Field Employees Severance/Retention Plan, the Houston Employee Severance/Retention Plan or a similar plan or program of Buyers to such Transferring Employees for a period of 12 months following Closing. Notwithstanding the foregoing, if any Transferring Employee is terminated after Closing for failure to satisfy Buyers’ hiring practices and procedures, Buyers shall not be obligated to provide such Transferring Employee with severance benefits or retention benefits under any Sellers Severance Plan or any similar plan or program of Buyers. Sellers agree to reimburse Buyers, promptly upon written request (but in no later than seven (7) business days of such request), for any amounts paid by Buyers to the Transferred Employees pursuant to Section 4.3 of the Houston Employee Severance/Retention Plan or a similar plan or program of Buyers. (iv) In the event that a Transferring Employee makes a voluntary election pursuant to Section 401(a)(31) of the Code to rollover such Transferring Employee’s account balance in the OFS Holdings 401(k) Plan (the “Sellers’ 401(k) Plan”) to a tax-qualified defined contribution plan sponsored by the Buyers or any of their affiliates, the Buyers agree to cause such tax-qualified defined contribution plan to accept such rollover to the extent permitted by law; provided that no Sellers’ 401(k) Plan loans to any Transferring Employee may be transferred to a tax-qualified defined contribution plan sponsored by the Buyers.

Transferring Employees. (i) Nothing contained in this Section 5.13(b) Acquiror shall, or elsewhere in this Agreement shall require Buyers cause an Affiliate of Acquiror to, offer employment effective on the Closing Date, to certain Business Employees identified by Acquiror, including all such Business Employees who are absent due to vacation, family leave, short-term disability or other approved leave of absence (or the Subsidiaries) to continue any Buyer Plan or Sellers’ Benefit Plan after Business Employees who accept such employment and commence employment on the Closing. Nothing contained in this Agreement shall be construed to prevent Closing Date, the termination of employment of any Transferring Employee or any change in the employee benefits available to any Transferring Employee or the amendment or termination of any particular Buyer Plan or Sellers’ Benefit Plan“Transferred Employees”). (ii) Subject For a period of twelve (12) months following the Closing Date, Acquiror shall, or shall cause its Affiliates to, (i) not reduce or cause to Section 5.13(b)(ibe reduced, the base salary, base wage or target bonus opportunities (excluding equity-based compensation) aboveof each Transferred Employee from the level in effect for such Transferred Employees from base salary, Buyers will wages or bonus opportunities provided by the Company immediately prior to the Closing, (ii) provide Transferring the Transferred Employees with employee benefits, including retirement and welfare benefits under Buyer Plans (including any Sellers’ Benefit Plan continued “Acquiror Plans”) that are no less favorable in the aggregate than those provided by Subsidiaries or assumed by Key Texas) substantially comparable the Company immediately prior to the Closing, and (iii) provide the Transferred Employees with severance benefits provided that are no less favorable in the aggregate than the practice, plan or policy in effect for such Transferred Employee immediately prior to similarly situated employees the Closing. With respect to any such Acquiror Plans for the benefit of Buyersany Transferred Employee, if anyeffective as of the Closing, otherwise as determined by Buyers in their sole discretion. Buyers Acquiror shall, or shall cause each Buyer Plan to count serviceits Affiliate to, recognize all service of the Transferred Employees with the Company, as if such service were with Acquiror, for vesting, eligibility and accrual purposes; provided, however, such service shall not be recognized by to the Seller Group extent that (x) such recognition would result in a duplication of benefits or (y) such service was not recognized under the Sellers’ Benefit Plans prior to Closing, for corresponding Acquiror Plan. For purposes of determining eligibility to participate, vesting or benefit determinationand entitlement to benefits where length of service is relevant under an Acquiror Plan, to the same extent permitted by applicable Law, and subject to any applicable break-in-service was recognized on behalf or similar rule, Acquiror will use commercially reasonable efforts to provide or cause to be provided service credit under the Acquiror Plan to each Transferred Employee for his or her period of Transferring Employees under analogous Sellers’ Benefit Plansservice with the Company prior to the Closing, except where such service recognition causes doing so would cause a duplication of benefits and except with respect to any defined benefit pension plan of Buyers or any plan subject to Title IV of ERISA. Buyers will give credit to Transferring Employees for earned but unused vacation and accrued vacation under Sellers’ Benefit Plans determined as of the Closing Datebenefits. (iii) With Acquiror will use commercially reasonable efforts to cause any pre-existing condition, actively-at-work, or similar limitations, eligibility waiting periods, and evidence of insurability requirements under any Acquiror Plan that is a group health plan to be waived with respect to the Sellers Severance Plan, Transferred Employees and their eligible dependents in accordance with applicable Law and to provide credit for any Transferring Employees participating in the Hourly Severance Plan at Closingco-payments, Buyers agree to continue deductibles, out-of-pocket expenses, and offsets (or to cause Subsidiariessimilar payments) to provide any and all severance benefits set forth in and under made during the terms of the Hourly Severance Plan or a similar plan or program of Buyers to such Transferring Employees for a period of six months following the Closing, and for any Transferring Employees participating in the Salaried/Office Severance Plan, the Field Employees Severance/Retention Plan, or the Houston Employees Severance/Retention Plan at Closing, Buyers agree to provide any and all severance benefits and any remaining retention benefits set forth in and under the terms of the Salaried/Office Severance Plan, the Field Employees Severance/Retention Plan, the Houston Employee Severance/Retention Plan or a similar plan or program of Buyers to such Transferring Employees for a period of 12 months following Closing. Notwithstanding the foregoing, if any Transferring Employee is terminated after Closing for failure to satisfy Buyers’ hiring practices and procedures, Buyers shall not be obligated to provide such Transferring Employee with severance benefits or retention benefits under any Sellers Severance Plan or any similar plan or program of Buyers. Sellers agree to reimburse Buyers, promptly upon written request (but in no later than seven (7) business days year of such request), for any amounts paid by Buyers to Acquiror Plan in which the Transferred Employees pursuant to Section 4.3 of the Houston Employee Severance/Retention Plan or a similar plan or program of Buyers. Closing occurs (iv) In the event that a Transferring Employee makes a voluntary election pursuant to Section 401(a)(31) of the Code to rollover such Transferring Employee’s account balance in the OFS Holdings 401(k) Plan (the “Sellers’ 401(k) Plan”) to a tax-qualified defined contribution plan sponsored by the Buyers or any of their affiliates, the Buyers agree to cause such tax-qualified defined contribution plan to accept such rollover to the extent permitted by law; provided that no Sellers’ 401(kthe Closing occurs other than on the last day of the plan year) for purposes of satisfying any applicable co-pay, deductible, out-of-pocket, offset or similar requirements under the Acquiror Plan loans under which Transferred Employee is eligible to any Transferring Employee may be transferred to a tax-qualified defined contribution plan sponsored by participate after the BuyersClosing.

Transferring Employees. Seller agrees to permit the JWI Parties, for a period of sixty continuous days on start and end dates to be mutually agreed by them but in any event the end date shall be no later than 2 days prior to the estimated Closing Date unless otherwise agreed to by the Buyer, to review the employee files of all employees of the Seller and interview all or any of the employees to permit the Buyer to determine which employees (iif any) Nothing contained whose employment the Buyer will request the Seller to terminate prior to the Closing Date. No later than 2 days prior to the estimated Closing Date the Buyer shall advise the Seller by written notice which of the employees it does not wish the Seller to continue to employ following the Closing Date. The Seller shall be liable for the payment of all termination and severance costs incurred relating to the termination of employment of any employees not selected by the Buyer to continue in this Section 5.13(btheir employment after the Closing Date and/or when terminating any employees pursuant to the request of the Buyer, the Seller shall be entitled to provide such employees with notice of termination (i.e., working notice) in lieu of paying such employees all or elsewhere part of the amount owed to the employee in this Agreement lieu of notice, provided that such notice of termination shall require Buyers expire prior to the Closing Date. Buyer shall, or shall cause one of its Affiliates to, extend offers of employment to any employees (if any) whose employment the Buyer wishes to maintain following the Closing Date, on terms as such employees wholly acceptable to the Buyer (all such employees who accept Buyer’s offer of employment and commence employment with Buyer or one of its Affiliates on or after the Closing Date are referred to as the “Transferring Employees”). The Seller shall terminate the employment of all Transferring Employees immediately prior to the Closing and shall cooperate with and use commercially reasonable efforts to assist Buyer in its efforts to secure satisfactory employment arrangements with those employees of the Seller to whom Bxxxx makes offers of employment. The Seller shall be solely liable for any and all Liabilities arising from or relating to the termination by the Seller of any employee, or the Subsidiariesresignation of any employee of the Seller. With respect to (a) any accrued but unused vacation, sick and paid time off; and (b) any gratuity payments required to continue made to employees of the Seller pursuant to the applicable Law, to which any Buyer Plan or Sellers’ Benefit Plan after employee of Seller is entitled pursuant to the Closingpolicies of Seller, to the extent permitted by applicable Law, Seller shall pay such employee in full for such accrued but unused vacation, sick and paid time off and any gratuity payments. Nothing contained in this Agreement shall create any third party beneficiary rights in any Transferring Employee, any beneficiary or dependents thereof, or any other Person, including, without limitation, with respect to the compensation, terms and conditions of employment and benefits that may be construed provided to prevent any Transferring Employee by Buyer or under any benefit plan that Buyer may maintain. Nothing contained in this Agreement shall confer upon any Transferring Employee any right with respect to continued employment by Buyer or any Affiliate of Buyer, nor shall anything herein interfere with the termination right of Buyer or any such Affiliate to terminate the employment of any Transferring Employee at any time, with or without cause, following the effective date of their employment with Buyer or such Affiliate, or restrict Buyer or any change Affiliate thereof in the employee benefits available to exercise of its independent business judgment in modifying any Transferring Employee or the amendment or termination of any particular Buyer Plan or Sellers’ Benefit Plan. (ii) Subject to Section 5.13(b)(i) above, Buyers will provide Transferring Employees with benefits under Buyer Plans (including any Sellers’ Benefit Plan continued by Subsidiaries or assumed by Key Texas) substantially comparable to the benefits provided to similarly situated employees of Buyers, if any, otherwise as determined by Buyers in their sole discretion. Buyers shall cause each Buyer Plan to count service, as recognized by the Seller Group under the Sellers’ Benefit Plans prior to Closing, for purposes of eligibility to participate, vesting or benefit determination, to the same extent service was recognized on behalf of Transferring Employees under analogous Sellers’ Benefit Plans, except where such service recognition causes a duplication of benefits and except with respect to any defined benefit pension plan of Buyers or any plan subject to Title IV of ERISA. Buyers will give credit to Transferring Employees for earned but unused vacation and accrued vacation under Sellers’ Benefit Plans determined as of the Closing Date. (iii) With respect to the Sellers Severance Plan, for any Transferring Employees participating in the Hourly Severance Plan at Closing, Buyers agree to continue (or to cause Subsidiaries) to provide any terms and all severance benefits set forth in and under the terms conditions of the Hourly Severance Plan or a similar plan or program of Buyers to such Transferring Employees for a period of six months following the Closing, and for any Transferring Employees participating in the Salaried/Office Severance Plan, the Field Employees Severance/Retention Plan, or the Houston Employees Severance/Retention Plan at Closing, Buyers agree to provide any and all severance benefits and any remaining retention benefits set forth in and under the terms employment of the Salaried/Office Severance Plan, the Field Employees Severance/Retention Plan, the Houston Employee Severance/Retention Plan or a similar plan or program of Buyers to such Transferring Employees for a period of 12 months following Closing. Notwithstanding the foregoing, if any Transferring Employee is terminated after Closing for failure to satisfy Buyers’ hiring practices and procedures, Buyers shall not be obligated to provide such Transferring Employee with severance benefits or retention benefits under any Sellers Severance Plan or any similar plan or program of Buyers. Sellers agree to reimburse Buyers, promptly upon written request (but in no later than seven (7) business days of such request), for any amounts paid by Buyers to the Transferred Employees pursuant to Section 4.3 of the Houston Employee Severance/Retention Plan or a similar plan or program of BuyersEmployees. (iv) In the event that a Transferring Employee makes a voluntary election pursuant to Section 401(a)(31) of the Code to rollover such Transferring Employee’s account balance in the OFS Holdings 401(k) Plan (the “Sellers’ 401(k) Plan”) to a tax-qualified defined contribution plan sponsored by the Buyers or any of their affiliates, the Buyers agree to cause such tax-qualified defined contribution plan to accept such rollover to the extent permitted by law; provided that no Sellers’ 401(k) Plan loans to any Transferring Employee may be transferred to a tax-qualified defined contribution plan sponsored by the Buyers.

Transferring Employees. 14.1 The Parties acknowledge that the provision of the Services by TRDC (ias the Lead Authority) Nothing contained from the Service Transfer Date shall with respect to each of the Transferring Employees detailed in this Section 5.13(bthe table at schedule 6 be treated as a relevant transfer for the purposes of the TUPE Regulations and the Parties agree that as a consequence of that relevant transfer the contracts of employment made between TRDC and the Transferring Employees (save insofar as such contracts relate to benefits for old age, invalidity or survivors under occupational pension scheme) or elsewhere in this Agreement shall require Buyers (or the Subsidiaries) to continue any Buyer Plan or Sellers’ Benefit Plan have effect from and after the Closing. Nothing contained Service Transfer Date as if originally made between TRDC and the Transferring Employees. 14.2 TRDC shall ensure that the Transferring Employees are enrolled into the Hertfordshire Pension Fund (the “Scheme”) with effect from the date of the relevant transfer referred to in this Agreement clause 14.1 above and shall remain eligible to be members for those who opt out after transfer. 14.3 The Parties agree that: 14.3.1 Save to the extent that it arises from the actions or omissions of TRDC, the Parties shall bear an equal share of each and every cost claim, liability expense or demand which is properly and reasonably incurred by TRDC in connection with the employment of the Transferring Employees for every act or omission prior to the Service Transfer Date: (a) which is deemed to have been done or omitted to be done by or on behalf of TRDC by reason of the TUPE Regulations; or (b) for which TRDC is jointly and severally liable under the TUPE Regulations; 14.3.2 Save to the extent that it arises from the actions or omissions of TRDC, the Parties shall bear an equal share of all claims, liabilities, costs, demands (including all reasonable expenses associated therewith) made within 12 (twelve) months of the Service Transfer Date by or in relation to each and every employee or former employee engaged in the provision of the Services prior to the Service Transfer Date and who is not a Transferring Employee in respect of whom it is alleged their employment or any liabilities have transferred to TRDC pursuant to the TUPE Regulations; 14.4 TRDC shall be construed responsible for each and every cost, claim, liability, expense or demand in connection with or as the result of any failure by TRDC between the Service Transfer Date and the Termination Date to prevent comply its legal obligations to the Employees or their representatives in respect of the employment or termination of employment of any Transferring Employees save to the extent that such failure arises out of the failure of a Future Provider to comply with its legal obligations in relation to information and consultation pursuant to Regulation 13(4) of the TUPE Regulations. 14.5 TRDC shall be responsible for all remuneration, benefits, entitlements and outgoings in respect of the Employees including without limitation all wages, holiday pay, bonuses, commission, payment of PAYE, national insurance contributions, pension contributions and otherwise, from and including the Service Transfer Date until the Termination Date provided always that TRDC shall be entitled to reimbursements of its costs in complying with this clause 14.5 from the Joint Committee Budget (except as provided in clause 14.11 below). 14.6 TRDC shall within the period of twelve (12) months immediately preceding the Termination Date: 14.6.1 on receiving a request from the Joint Committee provide in respect of any Employee full and accurate details regarding the identity, number, age, sex, length of service, job title, grade and terms and conditions of employment of and other matters affecting each of those Employees who it is expected, if they remain in the employment of TRDC until immediately before the Termination Date, would be Returning Employees (the “Retendering Information”); 14.6.2 provide the Retendering Information promptly and at no cost to the Joint Committee; 14.6.3 notify the Joint Committee forthwith in writing of any material changes to the Retendering Information promptly as and when such changes arise; 14.6.4 be precluded from making any material increase or decrease in the numbers of Employees without the written permission of the Joint Committee, such consent not to be unreasonably withheld or delayed; 14.6.5 be precluded from making any increase in the remuneration or other change in the employee benefits available terms and conditions of the Employees other than in the ordinary course of business or with the Joint Committee’s prior written consent; and 14.6.6 be precluded from transferring any of the Employees to any Transferring another part of its operation or moving other employees from elsewhere in its operation who have not previously been employed or engaged in providing the Services to provide the Services save with the Joint Committee’s prior written consent, such consent not to be unreasonably withheld or delayed. 14.7 TRDC shall provide the Employee Liability Information to the Joint Committee at such time or times as are required by the amendment or termination TUPE Regulations, and shall warrant at the time of providing such Employee Liability Information, that such information will be updated to take account of any particular Buyer Plan or Sellers’ Benefit Planchanges to such information as is required by TUPE Regulations. (ii) Subject 14.8 TRDC shall and shall keep indemnified in full any Future Provider against all Direct Losses arising from any claim by any party as a result of TRDC failing to Section 5.13(b)(i) above, Buyers will provide Transferring Employees with benefits under Buyer Plans (including or promptly to provide the Joint Committee or any Sellers’ Benefit Plan continued by Subsidiaries or assumed by Key Texas) substantially comparable to the benefits provided to similarly situated employees of Buyers, if any, otherwise as determined by Buyers in their sole discretion. Buyers shall cause each Buyer Plan to count service, as recognized Future Provider where requested by the Seller Group under Joint Committee with any Retendering Information and/or Employee Liability Information or to provide full Retendering Information and/or Employee Liability Information or as a result of any material inaccuracy in or omission from the Sellers’ Benefit Plans prior to Closing, for purposes of eligibility to participate, vesting or benefit determination, to the same extent service was recognized on behalf of Transferring Employees under analogous Sellers’ Benefit Plans, except where such service recognition causes a duplication of benefits and except with Retendering Information and/or Employee Liability Information provided that this indemnity shall not apply in respect to any defined benefit pension plan of Buyers or any plan subject to Title IV of ERISA. Buyers will give credit to Transferring Employees for earned but unused vacation and accrued vacation under Sellers’ Benefit Plans determined as of the Closing Date. (iii) With respect to the Sellers Severance Plan, for any Transferring Employees participating in the Hourly Severance Plan at Closing, Buyers agree to continue (or to cause Subsidiaries) to provide any and all severance benefits set forth in and under the terms of the Hourly Severance Plan or a similar plan or program of Buyers to such Transferring Employees for a period of six months following the Closing, and for any Transferring Employees participating in the Salaried/Office Severance Plan, the Field Employees Severance/Retention Plan, or the Houston Employees Severance/Retention Plan at Closing, Buyers agree to provide any and all severance benefits and any remaining retention benefits set forth in and under the terms of the Salaried/Office Severance Plan, the Field Employees Severance/Retention Plan, the Houston Employee Severance/Retention Plan or a similar plan or program of Buyers to such Transferring Employees for a period of 12 months following Closing. Notwithstanding the foregoing, if any Transferring Employee is terminated after Closing for failure to satisfy Buyers’ hiring practices and procedures, Buyers shall not be obligated to provide such Transferring Employee with severance benefits or retention benefits under any Sellers Severance Plan or any similar plan or program of Buyers. Sellers agree to reimburse Buyers, promptly upon written request (but in no later than seven (7) business days of such request), for any amounts paid by Buyers to the Transferred Employees pursuant to Section 4.3 of the Houston Employee Severance/Retention Plan or a similar plan or program of Buyers. (iv) In the event that a Transferring Employee makes a voluntary election pursuant to Section 401(a)(31) of the Code to rollover such Transferring Employee’s account balance in the OFS Holdings 401(k) Plan (the “Sellers’ 401(k) Plan”) to a tax-qualified defined contribution plan sponsored by the Buyers or any of their affiliates, the Buyers agree to cause such tax-qualified defined contribution plan to accept such rollover Retendering Information to the extent permitted that such information was originally provided to TRDC by law; provided the Joint Committee and was materially inaccurate or incomplete when originally provided. 14.9 On the expiry or earlier termination of this Agreement, the Parties agree that no Sellers’ 401(k) Plan loans it is their intention that the TUPE Regulations shall apply in respect of the provision thereafter of any service equivalent to any Transferring Employee the Services but the position shall be determined in accordance with the Law at the date of expiry or termination as the case may be transferred and this clause is without prejudice to a tax-qualified defined contribution plan sponsored by the Buyerssuch determination.

Transferring Employees. In relation to the Transferring Employees: (a) the Vendor must deliver to the Purchaser at Completion a document setting out full details in respect of each Transferring Employee of all Accrued Entitlements as at the Completion Date. For the avoidance of doubt, the Accrued Entitlements exclude any entitlements in respect of which a payment has been made by the Vendor to a Transferring Employee under clause 11.4(b)(ii); (b) the Vendor must pay to each of the Transferring Employees all amounts to which that Transferring Employee is entitled on termination of employment on the Completion Date by law or under any award, agreement or arrangement, including: (i) Nothing contained in this Section 5.13(b) wages, salary or elsewhere in this Agreement shall require Buyers (or the Subsidiaries) to continue any Buyer Plan or Sellers’ Benefit Plan after the Closing. Nothing contained in this Agreement shall be construed to prevent the termination of employment of any Transferring Employee or any change in the employee benefits available to any Transferring Employee or the amendment or termination of any particular Buyer Plan or Sellers’ Benefit Plan.allowances; and (ii) Subject to Section 5.13(b)(iif required by the Transferring Employee: (A) aboveaccrued but untaken annual leave; or (B) accrued but untaken long service leave; (c) from Completion, Buyers will provide the Purchaser is solely responsible for the Transferring Employees; and (d) the Purchaser must from Completion treat the Transferring Employees and deal with benefits under Buyer Plans (including any Sellers’ Benefit Plan continued by Subsidiaries or assumed by Key Texas) substantially comparable to the benefits provided to similarly situated employees of Buyers, all their entitlements as if any, otherwise as determined by Buyers in their sole discretion. Buyers shall cause each Buyer Plan to count service, as recognized entitlement had been accrued by the Seller Group under relevant Transferring Employee while in the Sellers’ Benefit Plans prior to Closing, for purposes of eligibility to participate, vesting or benefit determination, to the same extent service was recognized on behalf of Transferring Employees under analogous Sellers’ Benefit Plans, except where such service recognition causes a duplication of benefits and except with respect to any defined benefit pension plan of Buyers or any plan subject to Title IV of ERISA. Buyers will give credit to Transferring Employees for earned but unused vacation and accrued vacation under Sellers’ Benefit Plans determined as employment of the Closing Date. (iii) With respect Purchaser, provided that if the Vendor has made a payment to the Sellers Severance Plan, for any Transferring Employees participating in the Hourly Severance Plan at Closing, Buyers agree to continue (or to cause Subsidiaries) to provide any and all severance benefits set forth in and under the terms of the Hourly Severance Plan or a similar plan or program of Buyers to such Transferring Employees for a period of six months following the Closing, and for any Transferring Employees participating in the Salaried/Office Severance Plan, the Field Employees Severance/Retention Plan, or the Houston Employees Severance/Retention Plan at Closing, Buyers agree to provide any and all severance benefits and any remaining retention benefits set forth in and under the terms of the Salaried/Office Severance Plan, the Field Employees Severance/Retention Plan, the Houston Employee Severance/Retention Plan or a similar plan or program of Buyers to such Transferring Employees for a period of 12 months following Closing. Notwithstanding the foregoing, if any Transferring Employee is terminated after Closing for failure to satisfy Buyers’ hiring practices and procedures, Buyers shall not be obligated to provide such Transferring Employee with severance benefits or retention benefits under any Sellers Severance Plan or any similar plan or program of Buyers. Sellers agree to reimburse Buyers, promptly upon written request (but in no later than seven (7) business days of such request), for any amounts paid by Buyers to the Transferred Employees pursuant to Section 4.3 of the Houston Employee Severance/Retention Plan or a similar plan or program of Buyers. (iv) In the event that a Transferring Employee makes a voluntary election pursuant under clause 11.4(b), the Purchaser’s obligations to Section 401(a)(31) that Transferring Employee for future benefits to which that payment relates will only be in respect of actual service with the Purchaser from the Completion Date, and the Purchaser must indemnify the Vendor against each Loss or Claim against the Vendor in respect of the Code Transferring Employees relating to rollover such the period after Completion or in respect of which the Vendor has paid or allowed an amount to the Purchaser in accordance with this clause. The Purchaser will from Completion Date assume liability for each Transferring Employee’s account balance accrued entitlements to holiday pay, long service leave, sick leave and any other remuneration or entitlement arising out of employment other than in respect of the OFS Holdings 401(k) Plan (the “Sellers’ 401(k) Plan”) entitlement to an extent a tax-qualified defined contribution plan sponsored payment was made in respect of that entitlement by the Buyers or any of their affiliates, the Buyers agree to cause such tax-qualified defined contribution plan to accept such rollover to the extent permitted by law; provided that no Sellers’ 401(k) Plan loans to any Transferring Employee may be transferred to a tax-qualified defined contribution plan sponsored by the BuyersVendor under clause 11.4(b).

Transferring Employees. 10.1 The Parties acknowledge that the discharge of the Function and the delivery of the Services by the Host / Lead Authority from the Commencement Date shall with respect to each of any transferring Employees (i“the Transferring Employees”) Nothing contained in this Section 5.13(bshall be treated as a relevant transfer for the purposes of the TUPE Regulations and the Parties agree that as a consequence of that relevant transfer the contracts of employment made between the Receiving Authority and the Transferring Employees (save insofar as such contracts relate to benefits for old age, invalidity or survivors under occupational pension scheme) or elsewhere in this Agreement shall require Buyers (or the Subsidiaries) to continue any Buyer Plan or Sellers’ Benefit Plan have effect from and after the ClosingCommencement Date as if originally made between the Host / Lead Authority and the Transferring Employees. 10.2 The Transferring Employees shall remain members of Northamptonshire County Council Local Government Pension Scheme [or its successor] (the “Scheme”) after the relevant transfer referred to in clause 12.1 or shall remain eligible to be members for those who opt out after transfer. Nothing contained The Parties agree that any payments payable by the Host / Lead Authority to the Scheme in this Agreement respect of the Transferring Employees shall be construed calculated on the assumption that as at the Commencement Date any liabilities relating to prevent the Transferring Employees’ membership prior to the Commencement Date are 100% (one hundred per cent) funded (as determined by the Actuary to the Scheme in accordance with the most recent actuarial valuation of the Scheme before the Commencement Date) by the Receiving Authority. 10.3 The Receiving Authority warrants that the information in respect of the Transferring Employees as set out in Schedule 4 and all other information relating to the Transferring Employees disclosed to the Host / Lead Authority pursuant to regulation 11 of the TUPE Regulations is accurate and complete 10.4 The Receiving Authority shall indemnify the Host / Lead Authority from and against each and every cost claim, liability expense or demand which is properly and reasonably incurred by the Host / Lead Authority in connection with and as a result of any action or omission by the Receiving Authority up to and including the Commencement Date in connection with any matter relating to or arising out of: 10.4.1 the Host / Lead Authority’s breach of its obligations under clause 12.3 10.4.2 the employment or termination of employment of any Transferring Employee by the Receiving Authority up to and including the Commencement Date; 10.4.3 anything done or any change omitted to be done by or on behalf of the Receiving Authority in the employee benefits available to respect of any Transferring Employee up to and including the Commencement Date which is deemed to have been done or omitted to be done by or on behalf of the amendment Host / Lead Authority in accordance with the TUPE Regulations save insofar as any such failure results from any failure by the Host / Lead Authority to comply with its obligations pursuant to regulation 13 (4) of the TUPE Regulations; 10.4.4 any failure by the Receiving Authority to pay any of the Transferring Employees any remuneration due or provide any benefits in respect of the period prior to Commencement Date; 10.4.5 any claim by or on behalf of all or any of the Transferring Employees arising out of any failure by the Host / Lead Authority to comply with its legal obligations in relation to information and consultation pursuant to regulations 13 and 14 of the TUPE Regulations save insofar as any such failure results from any failure by the Host / Lead Authority to comply with its obligations pursuant to regulation 13 (4) of the TUPE Regulations; 10.4.6 any claims arising out of any substantial change by WNC / NNC [delete as appropriate] to the employees’ material detriment. 10.5 The Receiving Authority shall indemnify the Host / Lead Authority against all claims, liabilities, costs, demands (including all reasonable expenses associated therewith) made within twelve months of the Commencement Date by or in relation to each and every Employee or former Employee of the Receiving Authority who is not a Transferring Employee and who was prior to the Commencement Date employed by the Receiving Authority in the provision of the Functions in respect of whom it is alleged their employment or any liabilities have transferred to the Host / Lead Authority pursuant to the TUPE Regulations being any claim, liability, cost and demand arising out of: 10.5.1 the employment or termination of employment of such a person up to and including the Commencement Date; or 10.5.2 the employment or any particular Buyer Plan or Sellers’ Benefit Plan. (ii) Subject to Section 5.13(b)(i) above, Buyers will provide Transferring Employees with benefits under Buyer Plans (including any Sellers’ Benefit Plan continued by Subsidiaries or assumed by Key Texas) substantially comparable to termination of employment of such a person after the benefits provided to similarly situated employees of Buyers, if any, otherwise as determined by Buyers in their sole discretion. Buyers shall cause each Buyer Plan to count service, as recognized Commencement Date by the Seller Group under the Sellers’ Benefit Plans prior to Closing, for purposes of eligibility to participate, vesting Receiving Authority; or 10.5.3 any claim by or benefit determination, to the same extent service was recognized on behalf of Transferring Employees under analogous Sellers’ Benefit Plans, except where any such service recognition causes a duplication person arising out of benefits any failure to comply with regulations 13 and except with respect to any defined benefit pension plan of Buyers or any plan subject to Title IV of ERISA. Buyers will give credit to Transferring Employees for earned but unused vacation and accrued vacation under Sellers’ Benefit Plans determined as 14 of the Closing DateTUPE Regulations. (iii) With respect to the Sellers Severance Plan, for any Transferring Employees participating in the Hourly Severance Plan at Closing, Buyers agree to continue (or to cause Subsidiaries) to provide any and all severance benefits set forth in and under the terms of the Hourly Severance Plan or a similar plan or program of Buyers to such Transferring Employees for a period of six months following the Closing, and for any Transferring Employees participating in the Salaried/Office Severance Plan, the Field Employees Severance/Retention Plan, or the Houston Employees Severance/Retention Plan at Closing, Buyers agree to provide any and all severance benefits and any remaining retention benefits set forth in and under the terms of the Salaried/Office Severance Plan, the Field Employees Severance/Retention Plan, the Houston Employee Severance/Retention Plan or a similar plan or program of Buyers to such Transferring Employees for a period of 12 months following Closing. Notwithstanding the foregoing, if any Transferring Employee is terminated after Closing for failure to satisfy Buyers’ hiring practices and procedures, Buyers shall not be obligated to provide such Transferring Employee with severance benefits or retention benefits under any Sellers Severance Plan or any similar plan or program of Buyers. Sellers agree to reimburse Buyers, promptly upon written request (but in no later than seven (7) business days of such request), for any amounts paid by Buyers to the Transferred Employees pursuant to Section 4.3 of the Houston Employee Severance/Retention Plan or a similar plan or program of Buyers. (iv) In the event that a Transferring Employee makes a voluntary election pursuant to Section 401(a)(31) of the Code to rollover such Transferring Employee’s account balance in the OFS Holdings 401(k) Plan (the “Sellers’ 401(k) Plan”) to a tax-qualified defined contribution plan sponsored by the Buyers or any of their affiliates, the Buyers agree to cause such tax-qualified defined contribution plan to accept such rollover to the extent permitted by law; provided that no Sellers’ 401(k) Plan loans to any Transferring Employee may be transferred to a tax-qualified defined contribution plan sponsored by the Buyers.