Common use of Transition Employees Clause in Contracts

Transition Employees. In the event that any Transition Employee's employment terminates prior to the Effective Date of Employment (as defined above), Sellers, after consulting with Purchaser, shall use commercially reasonable efforts to replace such Transition Employee in order to maintain staffing levels that are appropriate with respect to the Business. Any such replacement employee shall be deemed to be a Transition Employee for purposes of this Agreement. During the period between the Closing Date and the Effective Date of Employment, the Transition Employees shall remain employees of Sellers or their Affiliates. During such period, Sellers will provide the administrative services requested by Purchaser that are reasonably necessary to service and administer the Business in accordance with the Transition Services Agreement. Up to the Effective Date of Employment, the Transition Employees shall perform the activities requested by Purchaser but shall remain under the direction and control of Sellers and Sellers shall retain the right to terminate such Transition Employees. In the event that Sellers terminate a Transition Employee without Purchaser's consent (which consent shall not be unreasonably withheld), Sellers shall be responsible for payment of related severance costs, if any. Purchaser will pay or reimburse Sellers for all costs for providing the services of the Transition Employees, including but not limited to Sellers' Fully Loaded Costs. Other than increases in salary or wages in the ordinary course of business and any changes in benefits disclosed in Schedule 5.01(A), Purchaser shall not be responsible for reimbursement for increases in the compensation and benefits of Transition Employees during the period between the Closing Date and the Effective Date of Employment without the prior written approval of Purchaser. In the event that the bonus and/or benefits paid to or provided on behalf of any Transition Employee during or for such period include amounts attributable to an entire year or any portion of a year greater than the period of time during which the Transition Employee was providing services under this Section 5.19(b), then Purchaser shall reimburse to Sellers only the pro rata portion of such bonus and/or benefits based on the period of time during which the Transition Employee provided services under this Section 5.19(b).

Transition Employees. The parties acknowledge and agree that the Transition Employees are employees or independent contractors of the particular Seller or Affiliate of Sellers for whom such employee works, and not employees of Recipient. In all cases, Provider reserves the right to give direction and make final decisions with regard to any and all work assignments and employment matters. In the event that of any Transition Employee's employment terminates prior to question or conflict, the Effective Date instruction of Employment (as defined above)Provider shall be binding. During the term of this Agreement, Sellers, after consulting with Purchaser, shall Provider will use commercially reasonable efforts to (i) retain the Transition Employees to the extent such employees continue to be required to perform Transition Services and (ii) manage the number of Transition Employees so as to be commensurate with the level of services being provided at any time. On or about the first Business Day of each calendar month, the Transition Project Managers of each party shall meet (in person or telephonically) to discuss staffing levels, and shall consider in good faith each other's suggestions with respect thereto. Provider will give Recipient thirty (30) days notice prior to terminating any Transition Employee, and Recipient will have the opportunity to request that such Transition Employee be retained for a longer period of time (subject to the payment obligations described in Section 6(b) below), in which case Provider will use commercially reasonable efforts to retain such Transition Employee or replace such Transition Employee with another employee of appropriate skill and knowledge; provided, that in order no event will Provider be obligated to maintain staffing levels that are appropriate with respect to the Business. Any such replacement employee shall be deemed to be a retain any Transition Employee for purposes of this Agreement. During beyond the period between the Closing Date and date that is eighteen (18) months after the Effective Date Date, unless the transition period is extended beyond such date by mutual agreement of Employment, the Transition Employees shall remain employees of Sellers or their Affiliates. During such period, Sellers will provide the administrative services requested by Purchaser that are reasonably necessary to service and administer the Business parties in accordance with Section 6(a) hereof, in which case Provider will use commercially reasonable efforts to retain such Transition Employee or replace such Transition Employee with another employee of appropriate skill and knowledge. The inability to retain any particular Transition Employee(s) shall not excuse Provider from its obligation to provide the Transition Services Agreementhereunder. Up Recipient may, in its reasonable discretion, provide notice to Provider of its determination that the Effective Date number of EmploymentTransition Employees performing a particular Transition Service is in excess of that reasonably required to perform such Transition Service then being performed or that such Transition Service is no longer required and that, therefore, one or more Transition Employees should be terminated. Within five (5) Business Days of such notice, Provider shall advise Recipient in writing (to include electronic mail correspondence) of the impact, if any, that the termination of such Transition Employee(s) would have on the Transition Services and Special Projects, if any, then being provided and any impact on the standard of services therefor. Recipient will thereafter notify Provider of its election to either (A) have Provider terminate one or more Transition Employees shall perform the activities requested by Purchaser but shall remain under the direction and control of Sellers and Sellers shall or (B) have Provider continue to retain the right to terminate such one or more Transition Employees. In If Recipient notifies Provider that it elects to have one or more Transition Employees terminated, (x) Recipient shall have no obligation to pay for such number of Transition Employees from and after the event date that Sellers terminate a is thirty (30) days after the date of Recipient's notification to Provider and (y) from and after the date that is thirty (30) after the date of Recipient's notification to Provider, Provider shall have no liability under this Agreement for any adverse impact on the Transition Employee without Purchaser's consent Services and Special Projects (which consent shall including but not be unreasonably withheldlimited to failure to provide or timely provide or perform the same and failure to meet required service levels), Sellers which adverse impact was described to Recipient in writing (including by electronic mail correspondence) prior to such termination. In no event shall be responsible for payment of related severance costs, if any. Purchaser will pay or reimburse Sellers for all costs for providing the services of any such adverse impact on the Transition EmployeesServices that was described to Recipient in writing (including by electronic mail correspondence), including but not limited to Sellers' Fully Loaded Costs. Other than increases in salary failure to provide or wages in timely provide or perform the ordinary course same and failure to meet required service levels, resulting directly or indirectly from the termination of business and any changes in benefits disclosed in Schedule 5.01(A), Purchaser shall not be responsible for reimbursement for increases in the compensation and benefits of one or more Transition Employees during at Recipient's request or direction excuse Recipient from the period between the Closing Date and the Effective Date of Employment without the prior written approval of Purchaser. In the event that the bonus and/or benefits paid to or provided on behalf performance of any Transition Employee during of its duties or for such period include amounts attributable to an entire year or any portion of a year greater than obligations under the period of time during which the Transition Employee was providing services under this Section 5.19(b), then Purchaser shall reimburse to Sellers only the pro rata portion of such bonus and/or benefits based on the period of time during which the Transition Employee provided services under this Section 5.19(b)Administrative Services Agreement.

Transition Employees. In Seller Parent agrees to employ and make available for the event that any performance of the Services each Transition Employee's employment terminates prior to Employee set forth on Exhibit B until the Effective Date earliest of Employment (as defined above)i) such termination date set forth on Exhibit B, Sellers, after consulting with Purchaser, shall use commercially reasonable efforts to replace (ii) the date such Transition Employee takes any action, or fails to take any action, that gives rise to cause for termination in order to maintain staffing levels that are appropriate accordance with Seller Parent’s policies, or (iii) the date such Transition Employee resigns his or her employment with Seller (such earliest date in respect to the Business. Any such replacement employee shall be deemed to be a Transition Employee for purposes of this Agreement. During the period between the Closing Date and the Effective Date of EmploymentEmployee, the Transition Employees shall remain employees Employee’s “Termination Date”). Buyer may terminate the use of Sellers or their Affiliates. During such period, Sellers will provide the administrative services requested any Transition Employee under this Agreement at any time by Purchaser that are reasonably necessary to service and administer the Business in accordance with the Transition Services Agreement. Up to the Effective Date of Employment, the Transition Employees shall perform the activities requested by Purchaser but shall remain under the direction and control of Sellers and Sellers shall retain the right to terminate such Transition Employeesproviding Seller Parent not less than thirty (30) days prior written notice. In the event that Sellers terminate a Transition Employee without Purchaser's consent (which consent resigns or is terminated for cause by Seller Parent, neither Seller Group Member shall not be unreasonably withheld)have any obligation to hire another person to replace such Transition Employee; however, Sellers shall be in such event, the Parties will use their commercially reasonable efforts to agree on any necessary changes to resources provided under the Services. Seller Parent is responsible for (i) the payment of related severance costsany and all wages, if any. Purchaser will pay or reimburse Sellers for all costs for providing the services of pro-rated bonus, benefits and other remuneration that may become earned, due and payable to the Transition Employees, including but not limited (ii) the payment of any and all applicable termination, severance or pension related payments and the provision of any and all notice required under any benefit plan and then notification and provisions of health plan continuation coverage, if any, in accordance with the requirements of COBRA, and (iii) the provision of any and all notices pursuant to Sellers' Fully Loaded Costs. Other than increases in salary WARN, if applicable, and any and all payments to employees required (or wages made to avoid any liability) under WARN in the ordinary course of business event sufficient notice under such statues has not been given. As between Seller Parent, on the one hand, and any changes in benefits disclosed in Schedule 5.01(A)Buyer and its Affiliates, Purchaser shall not be responsible for reimbursement for increases in on the compensation and benefits of Transition Employees during the period between the Closing Date and the Effective Date of Employment without the prior written approval of Purchaser. In the event that the bonus and/or benefits paid to or provided on behalf of any other hand, each Transition Employee during or for such period include amounts attributable is and will remain at all times an employee of Seller Parent, except to an entire year or any portion of a year greater than the period of time during which extent the Transition Employee was providing services under this Section 5.19(b), then Purchaser shall reimburse to Sellers only the pro rata portion of such bonus and/or benefits based on the period of time during which the Transition Employee provided services under this Section 5.19(b)resigns his or her employment with Seller Parent or his or her employment with Seller Parent is otherwise terminated.