Common use of Transfers of Employees and Independent Contractors Generally Clause in Contracts

Transfers of Employees and Independent Contractors Generally. (a) Subject to the requirements of applicable Law, through and until immediately before the Distribution Date, Xxxxxxx shall use its reasonable best efforts to (i) cause the employment of any Veralto Employee and the contract of services of any Veralto Independent Contractor to be transferred to a member of the Veralto Group and (ii) cause the employment of any Xxxxxxx Employee who is employed by a member of the Veralto Group and the contract of services between any independent contractor or consultant that does not qualify as an Veralto Independent Contractor and a member of the Veralto Group to be transferred to a member of the Xxxxxxx Group. (b) Xxxxxxx shall use its reasonable best efforts to cause each Automatic Transfer Employee to be employed by a member of the Veralto Group no later than the Distribution Date in accordance with applicable Law, or as of the applicable Delayed Transfer Date, if applicable, and Veralto agrees to take all actions reasonably necessary to cause the Veralto Employees to be so employed. If an Automatic Transfer Employee objects to the transfer of employment to a member of the Veralto Group as permitted under applicable law and consequently does not become an employee of the Veralto Group and is terminated by Xxxxxxx as a result, then Veralto shall reimburse Xxxxxxx in accordance with Section 2.3(c) for any severance or termination costs incurred by Xxxxxxx in connection with such termination of employment. Veralto shall make a qualifying offer of employment in accordance with Section 2.4 to each Non-Automatic Transfer Employee prior to the Distribution Date to become employed by a member of the Veralto Group effective as of no later than the Distribution Date, or as of the applicable Delayed Transfer Date, if applicable; provided that if Veralto fails to make such a qualifying offer of employment to a Non-Automatic Transfer Employee and such Non-Automatic Transfer does not become employed by Veralto and is terminated by Xxxxxxx as a result, then Veralto shall reimburse Xxxxxxx in accordance with Section 2.3(c) for any severance or termination costs incurred by Xxxxxxx in connection with such termination of employment. (c) The Xxxxxxx Group and Veralto Group agree to execute, and to seek to have the applicable Veralto Employees execute, such documentation, if any, as may be necessary to reflect the transfer of employment described in this Section 2.2.

Transfers of Employees and Independent Contractors Generally. (a) Subject to the requirements of applicable Law, through and until immediately before the Distribution DateEffective Time, Xxxxxxx Fortive shall use its reasonable best efforts to (i) cause the employment of any Veralto Vontier Employee and the contract of services of any Veralto Vontier Independent Contractor to be transferred to a member of the Veralto Vontier Group and (ii) cause the employment of any Xxxxxxx Fortive Employee who is employed by a member of the Veralto Vontier Group and the contract of services between any independent contractor or consultant that does not qualify as an Veralto a Vontier Independent Contractor and a member of the Veralto Vontier Group to be transferred to a member of the Xxxxxxx Fortive Group. (b) Xxxxxxx Fortive shall use its reasonable best efforts to cause each Automatic Transfer Employee to be employed by a member of the Veralto Vontier Group no later than the Distribution Date Effective Time in accordance with applicable Law, or as of the applicable Delayed Transfer Date, if applicable, and Veralto Vontier agrees to take all actions reasonably necessary to cause the Veralto Vontier Employees to be so employed. If an Automatic Transfer Employee objects to the transfer of employment to a member of the Veralto Vontier Group as permitted under applicable law and consequently does not become an employee of the Veralto Vontier Group and is terminated by Xxxxxxx Fortive as a result, then Veralto Vontier shall reimburse Xxxxxxx Fortive in accordance with Section 2.3(c) for any severance or termination costs incurred by Xxxxxxx Fortive in connection with such termination of employment. Veralto . (c) Vontier shall make a qualifying offer of employment in accordance with Section 2.4 to each Non-Automatic Transfer Employee prior to the Distribution Date Effective Time to become employed by a member of the Veralto Vontier Group effective as of no later than the Distribution DateEffective Time, or as of the applicable Delayed Transfer Date, if applicable; provided that (i) if Veralto Vontier fails to make such a qualifying offer of employment to a Non-Automatic Transfer Employee or (ii) such Non-Automatic Transfer Employee does not accept such qualifying offer of employment, and in each case such Non-Automatic Transfer does not become employed by Veralto Vontier and is terminated by Xxxxxxx Fortive as a result, then Veralto Vontier shall reimburse Xxxxxxx Fortive in accordance with Section 2.3(c) for any severance or termination costs incurred by Xxxxxxx Fortive in connection with such termination of employment. (cd) The Xxxxxxx Fortive Group and Veralto Vontier Group agree to execute, and to seek to have the applicable Veralto Vontier Employees execute, such documentation, if any, as may be necessary to reflect the transfer of employment described in this Section 2.2.

Transfers of Employees and Independent Contractors Generally. (a) Subject to the requirements of applicable Law, through and until immediately before the Distribution DateEffective Time, Xxxxxxx shall use its reasonable best efforts to (i) cause the employment of any Veralto Envista Employee and the contract of services of any Veralto Envista Independent Contractor to be transferred to a member of the Veralto Envista Group and (ii) cause the employment of any Xxxxxxx Employee who is employed by a member of the Veralto Envista Group and the contract of services between any independent contractor or consultant that does not qualify as an Veralto Envista Independent Contractor and a member of the Veralto Envista Group to be transferred to a member of the Xxxxxxx Group. (b) Xxxxxxx shall use its reasonable best efforts to cause each Automatic Transfer Employee to be employed by a member of the Veralto Envista Group no later than the Distribution Date Effective Time in accordance with applicable Law, or as of the applicable Delayed Transfer Date, if applicable, and Veralto Envista agrees to take all actions reasonably necessary to cause the Veralto Envista Employees to be so employed. If an Automatic Transfer Employee objects to the transfer of employment to a member of the Veralto Envista Group as permitted under applicable law and consequently does not become an employee of the Veralto Envista Group and is terminated by Xxxxxxx as a result, then Veralto Envista shall reimburse Xxxxxxx in accordance with Section 2.3(c) for any severance or termination costs incurred by Xxxxxxx in connection with such termination of employment. Veralto Envista shall make a qualifying offer of employment in accordance with Section 2.4 to each Non-Automatic Transfer Employee prior to the Distribution Date Effective Time to become employed by a member of the Veralto Envista Group effective as of no later than the Distribution DateEffective Time, or as of the applicable Delayed Transfer Date, if applicable; provided that if Veralto Envista fails to make such a qualifying offer of employment to a Non-Automatic Transfer Employee and such Non-Automatic Transfer does not become employed by Veralto Envista and is terminated by Xxxxxxx as a result, then Veralto Envista shall reimburse Xxxxxxx in accordance with Section 2.3(c) for any severance or termination costs incurred by Xxxxxxx in connection with such termination of employment. (c) The Xxxxxxx Group and Veralto Envista Group agree to execute, and to seek to have the applicable Veralto Envista Employees execute, such documentation, if any, as may be necessary to reflect the transfer of employment described in this Section 2.2.

Transfers of Employees and Independent Contractors Generally. (a) Subject to the requirements of applicable LawLegal Requirements, through and until immediately before prior to the Distribution DateSeparation Effective Time, Xxxxxxx Everest shall use its reasonable best efforts to (i) cause the employment of any Veralto Newco Employee and the contract of services of any Veralto Newco Independent Contractor to be transferred to a member of the Veralto Newco Group and (ii) cause the employment of any Xxxxxxx Everest Employee who is employed by a member of the Veralto Newco Group and the contract of services between any independent contractor or consultant that does not qualify as an Veralto a Newco Independent Contractor and a member of the Veralto Newco Group to be transferred to a member of the Xxxxxxx Everest Group. (b) Xxxxxxx Everest shall use its reasonable best efforts to cause each Automatic Transfer Newco Employee to be employed by a member of the Veralto Newco Group no later than the Distribution Date Separation Effective Time in accordance with applicable LawLegal Requirements, or as of the applicable Delayed Transfer Date, if applicable, and Veralto Newco agrees to take all actions reasonably necessary to cause the Veralto Newco Employees to be so employed. If an Automatic Transfer Newco Employee objects to the transfer of employment to a member of the Veralto Newco Group as permitted under applicable law and consequently does not become an employee of the Veralto Newco Group and is terminated from employment by Xxxxxxx the Everest Group as a result, then Veralto Newco or a member of the Newco Group shall reimburse Xxxxxxx the Everest Group in accordance with Section 2.3(c) in an amount equal to fifty percent (50%) of any severance or termination costs incurred by the Everest Group in connection with such termination of employment. (c) Everest shall use its reasonable best efforts to cause each Automatic Transfer Everest Employee to be employed by a member of the Everest Group no later than the Separation Effective Time in accordance with applicable Legal Requirements, or as of the applicable Delayed Transfer Date, if applicable, and Everest agrees to take all actions reasonably necessary to cause the Everest Employees to be so employed. If an Automatic Transfer Everest Employee objects to the transfer of employment to a member of the Everest Group as permitted under applicable law and consequently does not become an employee of the Everest Group and is terminated from employment by the Newco Group as a result, then Everest or a member of the Everest Group shall reimburse Newco or a member of the Newco Group in accordance with Section 2.3(c) for any severance or termination costs incurred by Xxxxxxx the Newco Group in connection with such termination of employment. Veralto . (d) A member of the Newco Group shall make a qualifying offer of employment in accordance with Section 2.4 to each Non-Automatic Transfer Newco Employee prior to the Distribution Date Separation Effective Time to become employed by a member of the Veralto Newco Group effective as of no later than the Distribution DateSeparation Effective Time, or as of the applicable Delayed Transfer Date, if applicable; provided that if Veralto fails to make such a qualifying offer (i) the consent of employment to a Non-Automatic Transfer Employee and such Non-Automatic Transfer Newco Employee is required by the applicable Legal Requirements and (ii) such Non-Automatic Transfer Newco Employee does not consent and does not become employed by Veralto a member of the Newco Group and is terminated by Xxxxxxx the Everest Group as a result, then Veralto Newco or a member of the Newco Group shall reimburse Xxxxxxx Everest or a member of the Everest Group in accordance with Section 2.3(c) in an amount equal to fifty percent (50%) of any severance or termination costs incurred by the Everest Group in connection with such termination of employment (provided that Everest shall consult with Athena prior to terminating the employment of any such Non-Automatic Transfer Newco Employee); provided, further, that Newco or a member of the Newco Group shall reimburse Everest or a member of the Everest Group in accordance with Section 2.3(c) for any statutory severance or termination indemnity incurred by the Everest Group in connection with the transfer of any Non-Automatic Transfer Newco Employee to Newco. (e) Everest shall make an offer of employment in accordance with applicable Law to each Non-Automatic Transfer Everest Employee prior to the Separation Effective Time to become employed by a member of the Everest Group effective as of no later than the Separation Effective Time, or as of the applicable Delayed Transfer Date, if applicable; provided that if (i) the consent of such Non-Automatic Transfer Everest Employee is required by the applicable Legal Requirements and (ii) such Non-Automatic Transfer Everest Employee does not consent and does not become employed by a member of the Everest Group and is terminated by the Newco Group as a result, then Everest or a member of the Everest Group shall reimburse Newco or a member of the Newco Group in accordance with Section 2.3(c) for any severance or termination costs incurred by Xxxxxxx Newco in connection with such termination of employment; provided, further, that Everest or a member of the Everest Group shall reimburse Newco or a member of the Newco Group in accordance with Section 2.3(c) for any statutory severance or termination indemnity incurred by Newco or a member of the Newco Group in connection with the transfer of any Non-Automatic Transfer Everest Employee to Everest. (cf) The Xxxxxxx Everest Group and Veralto Newco Group agree to execute, and to seek to have the applicable Veralto Newco Employees and Everest Employees execute, such documentation, if any, as may be necessary to reflect the transfer of employment described in this Section 2.2. Notwithstanding any provision of the Merger Agreement or this Agreement to the contrary, to the extent that an Automatic Transfer Newco Employee or Non-Automatic Transfer Newco Employee does not agree to the transfer of employment in accordance with this Section 2.2, Everest, following consultation with Athena, shall be permitted to, or shall be permitted to cause the Newco Group to, increase the annual compensation or provide incentive bonuses (in the form of cash or equity-based awards) to incentivize such transfer of employment, with any such increases in annual compensation limited to no more than 10% and any such incentive bonuses limited to a maximum of $750,000 in the aggregate and $75,000 per employee; provided, that (x) fifty percent (50%) of the Liability of any such compensatory payments that are one-time payments shall be assumed or retained by the Newco Group or Everest Group, respectively, and (y) Newco Group shall be solely liable for any such compensatory payments that are not one-time payments.

Transfers of Employees and Independent Contractors Generally. (a) Subject to the requirements of applicable Law, through and until immediately before the Distribution DateEffective Time, Xxxxxxx shall use its reasonable best efforts to (i) cause the employment of any Veralto Fortive Employee and the contract of services of any Veralto Fortive Independent Contractor to be transferred to a member of the Veralto Fortive Group and (ii) cause the employment of any Xxxxxxx Employee individual who is employed by a member of the Veralto Fortive Group but does not qualify as a Fortive Employee and the contract of services between any independent contractor or consultant that does not qualify as an Veralto a Fortive Independent Contractor and a member of the Veralto Fortive Group to be transferred to a member of the Xxxxxxx Group. (b) Xxxxxxx shall use its reasonable best efforts to cause each Automatic Transfer Employee to be employed by a member of the Veralto Fortive Group no later than the Distribution Date Effective Time in accordance with applicable Law, or as of the applicable Delayed Transfer Date, if applicable, and Veralto Fortive agrees to take all actions reasonably necessary to cause the Veralto Fortive Employees to be so employed. If an Automatic Transfer Employee objects to the transfer of employment to a member of the Veralto Group as permitted under applicable law and consequently does not become an employee of the Veralto Group and is terminated by Xxxxxxx as a result, then Veralto shall reimburse Xxxxxxx in accordance with Section 2.3(c) for any severance or termination costs incurred by Xxxxxxx in connection with such termination of employment. Veralto Fortive shall make a qualifying offer of employment in accordance with Section 2.4 to each Non-Automatic Transfer Employee prior to the Distribution Date Effective Time to become employed by a member of the Veralto Fortive Group effective as of no later than the Distribution DateEffective Time, or as of the applicable Delayed Transfer Date, if applicable; provided that if Veralto Fortive fails to make such a qualifying offer of employment to a Non-Automatic Transfer Employee and such Non-Automatic Transfer does not become employed by Veralto Fortive and is terminated by Xxxxxxx as a result, then Veralto Fortive shall reimburse Xxxxxxx in accordance with Section 2.3(c) for any severance or termination costs incurred by Xxxxxxx in connection with such termination of employment. (c) The Xxxxxxx Group and Veralto Fortive Group agree to execute, and to seek to have the applicable Veralto Fortive Employees execute, such documentation, if any, as may be necessary to reflect the transfer of employment described in this Section 2.2.

Transfers of Employees and Independent Contractors Generally. (a) Subject to the requirements of applicable Law, through and until immediately before the Distribution DateEffective Time, Xxxxxxx Parent shall use its reasonable best efforts to (i) cause the employment of any Veralto SpinCo Employee and the contract of services of any Veralto SpinCo Independent Contractor to be transferred to a member of the Veralto SpinCo Group and (ii) cause the (a) employment of any Xxxxxxx Employee individual who is employed by a member of the Veralto SpinCo Group but does not qualify as a SpinCo Employee and (b) the contract of services between any independent contractor or consultant that does not qualify as an Veralto a SpinCo Independent Contractor and a member of the Veralto SpinCo Group to be transferred to a member of the Xxxxxxx Parent Group. (b) Xxxxxxx Parent shall use its reasonable best efforts to (i) cause each Automatic Transfer Employee who is a SpinCo Employee to be employed by a member of the Veralto SpinCo Group no later than the Distribution Date Effective Time in accordance with applicable Law, or as of the applicable Delayed Transfer Date, if applicable, and Veralto SpinCo agrees to take all actions reasonably necessary to cause the Veralto such Automatic Transfer Employees to be so employed. If an , and (ii) cause each Automatic Transfer Employee objects who is a Parent Employee to the transfer of employment to be employed by a member of the Veralto Parent Group as permitted under applicable law and consequently does not become an employee of no later than the Veralto Group and is terminated by Xxxxxxx as a result, then Veralto shall reimburse Xxxxxxx Effective Time in accordance with Section 2.3(c) for any severance applicable Law, or termination costs incurred by Xxxxxxx in connection with such termination as of employmentthe applicable Delayed Transfer Date, if applicable. Veralto SpinCo shall make a qualifying offer of employment in accordance with Section 2.4 to each Non-Automatic Transfer Employee who is a SpinCo Employee prior to the Distribution Date Effective Time to become employed by a member of the Veralto SpinCo Group effective as of no later than the Distribution DateEffective Time, or as of the applicable Delayed Transfer Date, if applicable; provided that if Veralto SpinCo fails to make such qualifying offer of employment to such Non-Automatic Transfer Employee and such Non-Automatic Transfer does not become employed by SpinCo and is terminated by Parent as a result, then SpinCo shall reimburse Parent in accordance with Section 2.3(c) for any severance or other termination costs incurred by Parent in connection with such termination of employment. Parent shall make a qualifying offer of employment in accordance with Section 2.4 to each Non-Automatic Transfer Employee who is a Parent Employee prior to the Effective Time to become employed by a member of the Parent Group effective as of no later than the Effective Time, or as of the applicable Delayed Transfer Date, if applicable; provided that if Parent fails to make such qualifying offer of employment to a Non-Automatic Transfer Employee and such Non-Automatic Transfer does not become employed by Veralto Parent and is terminated by Xxxxxxx as a result, then Veralto shall reimburse Xxxxxxx in accordance with Section 2.3(c) for any severance or termination costs incurred by Xxxxxxx in connection with liability arising from such termination of employmentshall remain with the Parent Group. (c) The Xxxxxxx Parent Group and Veralto SpinCo Group agree to execute, and to seek to have the applicable Veralto SpinCo Employees and Parent Employees execute, such documentation, if any, as may be necessary to reflect the transfer of employment described in this Section 2.2.

Transfers of Employees and Independent Contractors Generally. (a) Subject to the requirements of applicable Law, through and until immediately before the Distribution DateOperative Time, Xxxxxxx Flex shall use its commercially reasonable best efforts to (i) cause the employment of any Veralto Employee Nextracker Group Employee, who is employed by a member of the Flex Group, and the contract of services of any Veralto Nextracker Group Independent Contractor to be transferred to a member of the Veralto Nextracker Group, including, when appropriate, by making a qualifying offer of employment to such Nextracker Group Employee, and (ii) cause the employment of any Xxxxxxx Employee Flex Employee, who is employed by a member of the Veralto Group Nextracker Group, and the contract of services between any independent contractor or consultant that does not qualify as an Veralto a Nextracker Group Independent Contractor and a member of the Veralto Group to be transferred to a member of the Xxxxxxx Flex Group. (b) Xxxxxxx Flex shall use its commercially reasonable best efforts to cause each Automatic Transfer Employee to be employed by a member of the Veralto Nextracker Group no later than the Distribution Date Operative Time in accordance with applicable Law, or as of the applicable Delayed Transfer Date, if applicable, and Veralto Nextracker agrees to take all actions reasonably necessary to cause the Veralto Nextracker Group Employees to be so employed. If an Automatic Transfer Employee objects to the transfer of employment to a member of the Veralto Nextracker Group as and when permitted under applicable law Law and consequently does not become an employee of the Veralto Nextracker Group and is terminated by Xxxxxxx the applicable member of the Flex Group as a result, then Veralto Nextracker shall reimburse Xxxxxxx Flex in accordance with Section 2.3(c) for any severance or termination costs incurred by Xxxxxxx the applicable member of the Flex Group in connection with such termination of employment. Veralto With respect to each Non-Automatic Transfer Employee outside of the United States and where the transfer of employment is by way of termination/resignation and re-hire, Nextracker shall make a qualifying offer of employment to such Non-Automatic Transfer Employee in accordance with Section 2.4 to each Non-Automatic Transfer Employee prior to the Distribution Date Operative Time to become employed by a member of the Veralto Nextracker Group effective as of no later than the Distribution DateOperative Time, or as of the applicable Delayed Transfer Date, if applicable; provided that if Veralto Nextracker fails to make such a qualifying offer of employment to a such Non-Automatic Transfer Employee and such Non-Automatic Transfer Employee does not become employed by Veralto the Nextracker Group and is terminated by Xxxxxxx the applicable member of the Flex Group as a result, then Veralto Nextracker shall reimburse Xxxxxxx Flex in accordance with Section 2.3(c) for any severance or termination costs incurred by Xxxxxxx the applicable member of the Flex Group in connection with such termination of employment. (c) The Xxxxxxx Flex Group and Veralto Nextracker Group agree to execute, and to seek to have the applicable Veralto Nextracker Group Employees execute, such documentation, if any, as may be necessary to reflect the transfer of employment described in this Section 2.2.

Transfers of Employees and Independent Contractors Generally. (a) Subject to the requirements of applicable Law, through and until immediately before the Distribution DateEffective Time, Xxxxxxx Parent shall use its reasonable best efforts to (i) cause the employment of any Veralto SpinCo Employee and the contract of services of any Veralto SpinCo Independent Contractor to be transferred to a member of the Veralto SpinCo Group and (ii) cause the (a) employment of any Xxxxxxx Employee individual who is employed by a member of the Veralto SpinCo Group but does not qualify as a SpinCo Employee and (b) the contract of services between any independent contractor or consultant that does not qualify as an Veralto a SpinCo Independent Contractor and a member of the Veralto SpinCo Group to be transferred to a member of the Xxxxxxx Parent Group. (b) Xxxxxxx Parent shall use its reasonable best efforts to (i) cause each Automatic Transfer Employee who is a SpinCo Employee to be employed by a member of the Veralto SpinCo Group no later than the Distribution Date Effective Time in accordance with applicable Law, or as of the applicable Delayed Transfer Date, if applicable, and Veralto SpinCo agrees to take all actions reasonably necessary to cause the Veralto such Automatic Transfer Employees to be so employed. If an , and (ii) cause each Automatic Transfer Employee objects who is a Parent Employee to the transfer of employment to be employed by a member of the Veralto Parent Group as permitted under applicable law and consequently does not become an employee of no later than the Veralto Group and is terminated by Xxxxxxx as a result, then Veralto shall reimburse Xxxxxxx Effective Time in accordance with Section 2.3(c) for any severance applicable Law, or termination costs incurred by Xxxxxxx in connection with such termination as of employmentthe applicable Delayed Transfer Date, if applicable. Veralto SpinCo shall make a qualifying offer of employment in accordance with Section 2.4 to each Non-Automatic Transfer Employee who is a SpinCo Employee prior to the Distribution Date Effective Time to become employed by a member of the Veralto SpinCo Group effective as of no later than the Distribution DateEffective Time, or as of the applicable Delayed Transfer Date, if applicable; provided that if Veralto SpinCo fails to make such qualifying offer of employment to such Non-Automatic Transfer Employee and such Non-Automatic Transfer does not become employed by SpinCo and is terminated by Parent as a result, then SpinCo shall reimburse Parent in accordance with Section 2.3(c) for any severance or other termination costs incurred by Parent in connection with such termination of employment; and provided, further, that, to the extent any SpinCo Employee in the Philippines is a Delayed Transfer SpinCo Employee, SpinCo is not required to make a qualifying offer of employment in accordance with Section 2.4 on or prior to the Effective Time with respect to each Non-Automatic Transfer Employee located in the Philippines who is a SpinCo Employee, as long as such qualifying offer of employment is made prior to the applicable Delayed Transfer Date for each such SpinCo Employee. Parent shall make a qualifying offer of employment in accordance with Section 2.4 to each Non-Automatic Transfer Employee who is a Parent Employee prior to the Effective Time to become employed by a member of the Parent Group effective as of no later than the Effective Time, or as of the applicable Delayed Transfer Date, if applicable; provided that if Parent fails to make such qualifying offer of employment to a Non-Automatic Transfer Employee and such Non-Automatic Transfer does not become employed by Veralto Parent and is terminated by Xxxxxxx as a result, then Veralto shall reimburse Xxxxxxx in accordance with Section 2.3(c) for any severance or termination costs incurred by Xxxxxxx in connection with liability arising from such termination of employmentshall remain with the Parent Group. (c) The Xxxxxxx Parent Group and Veralto SpinCo Group agree to execute, and to seek to have the applicable Veralto SpinCo Employees and Parent Employees execute, such documentation, if any, as may be necessary to reflect the transfer of employment described in this Section 2.2.