Common use of Treatment of International Business Employees Clause in Contracts

Treatment of International Business Employees. Without limiting the generality of the foregoing provisions of this Section 5.7: (i) As a condition to the severance treatment of any respective Current International Business Employee (other than with respect to Shanghai, China) described in Section 5.7(d), with respect to each Current International Business Employee, Purchaser shall, or shall cause its applicable Affiliate to, offer (or continue, as applicable) employment on terms and conditions of employment that (A) for a period of not less than twelve (12) months following the applicable Employee Transfer Date, maintain (x) the same base wage rate or base salary level in effect for such Current International Business Employee immediately prior to the applicable Employee Transfer Date and (y) incentive compensation opportunities and employee benefits that are substantially no less favorable in the aggregate than the incentive compensation opportunities and employee benefits provided to such Current International Business Employee immediately prior to the applicable Employee Transfer Date, and (B) on the applicable Employee Transfer Date, provide employment at the same location at which the applicable Current International Business Employee is employed as of immediately prior to such Employee Transfer Date, provided that a Current International Business Employee employed at any of the locations set forth on Section 5.7(j)(i)(B) of the Seller Disclosure Schedules immediately prior to such Employee Transfer Date may be relocated to a location owned by Purchaser or its Affiliates that is no more than fifty (50) kilometers from the location at which such Current International Business Employee is employed as of immediately prior to such Employee Transfer Date. (ii) In the case of Current International Business Employees who become Transferred Business Employees, Purchaser and its Affiliates shall comply with obligations or standards arising under applicable Laws or Contracts governing the terms and conditions of their employment or severance of employment in connection with the Transaction or otherwise to the extent any such obligations or standards require terms and conditions that exceed the otherwise applicable terms and conditions of this Section 5.7. (iii) In the case of any International Benefit Plan other than a Purchased Company Benefit Plan, Seller or its Affiliates, as the case may be, shall take any necessary actions to cause, effective as of the applicable Employee Transfer Date, any International Business Employees (and their respective eligible dependents and beneficiaries) who are participating in any such International Benefit Plan to cease participation in such International Benefit Plan. (iv) Notwithstanding any other provision of this Agreement to the contrary, to the extent Purchaser or its Affiliates assumes any Liability attributable to the employment before the applicable Employee Transfer Date of Former International Business Employees by Seller or its Affiliates, whether by operation of applicable Law or otherwise, Seller shall, and shall cause its Affiliates to, reimburse and otherwise indemnify and hold harmless Purchaser and its Affiliates for all such Liabilities, except to the extent attributable to a Purchased Company Benefit Plan. (v) Purchaser and Seller agree to their respective covenants and agreements set forth in Section 1.1(c) of the Seller Disclosure Schedules and paragraph (iii) of Section 1.1(g) of the Seller Disclosure Schedules.

Treatment of International Business Employees. Without limiting The following terms and conditions shall, in addition to the generality of the foregoing provisions applicable terms and conditions of this Section 5.7: (i) As a condition , apply to the severance treatment of any respective Current International Business Employee (other than with respect to Shanghai, China) described in Section 5.7(d), with respect to each Current International Business Employee, Purchaser shall, or shall cause its applicable Affiliate to, offer (or continue, as applicable) employment on terms and conditions of employment that (A) for a period of not less than twelve (12) months following the applicable Employee Transfer Date, maintain (x) the same base wage rate or base salary level in effect for such Current International Business Employee immediately prior to the applicable Employee Transfer Date and (y) incentive compensation opportunities and employee benefits that are substantially no less favorable in the aggregate than the incentive compensation opportunities and employee benefits provided to such Current International Business Employee immediately prior to the applicable Employee Transfer Date, and (B) on the applicable Employee Transfer Date, provide employment at the same location at which the applicable Current International Business Employee is employed as of immediately prior to such Employee Transfer Date, provided that a Current International Business Employee employed at any of the locations set forth on Section 5.7(j)(i)(B) of the Seller Disclosure Schedules immediately prior to such Employee Transfer Date may be relocated to a location owned by Purchaser or its Affiliates that is no more than fifty (50) kilometers from the location at which such Current International Business Employee is employed as of immediately prior to such Employee Transfer Date. (ii) In the case of Current International Business Employees who become Transferred Business Employees (“Transferred International Business Employees”): (i) In the case of Transferred International Business Employees, Purchaser and its Affiliates shall shall, in addition to meeting the applicable requirements of this Section 5.7, comply with any additional obligations or standards arising under applicable Laws or Contracts governing the terms and conditions of their employment or severance of employment in connection with the Transaction or otherwise to the extent any such obligations or standards require terms and conditions that exceed the otherwise applicable terms and conditions of this Section 5.7otherwise. (iiiii) In the case of any International Benefit Plan other than that is not a Purchased Company Benefit Plan, Seller or its Affiliates, as the case may be, shall take any necessary actions to cause, effective as of the applicable Employee Transfer DateClosing, any International Business Employees and former international employees of the Business (and their respective eligible dependents and beneficiaries) who are participating in any such International Benefit Plan to cease participation in such International Benefit Plan. . Except as otherwise required by applicable Law, (ivA) Notwithstanding with respect to any other provision of this Agreement to the contrary, to the extent Purchaser or its Affiliates assumes any Liability attributable to the employment before the applicable Employee Transfer Date of Former International Business Employees by Seller or its Affiliates, whether by operation of applicable Law or otherwise, Seller shall, and shall cause its Affiliates to, reimburse and otherwise indemnify and hold harmless Purchaser and its Affiliates for all such Liabilities, except to the extent attributable to Benefit Plan that is not a Purchased Company Benefit Plan. Plan and that is a funded defined benefit or defined contribution plan, Seller or a Seller Entity shall retain all assets and Liabilities with respect to such International Benefit Plan and their eligible dependents and beneficiaries and (vB) with respect to any International Benefit Plan that is not a Purchased Company Benefit Plan and that is an unfunded defined benefit or defined contribution plan, Purchaser shall assume or shall cause to be assumed all Liabilities with respect to International Business Employees (and Seller agree to their respective covenants eligible dependents and agreements set forth beneficiaries) to the extent such Liabilities are included in Section 1.1(c) of the Seller Disclosure Schedules and paragraph (iii) of Section 1.1(g) of the Seller Disclosure SchedulesClosing Statement as Closing Funded Debt on a dollar-for-dollar basis.

Treatment of International Business Employees. Without limiting The following terms and conditions shall, in addition to the generality of the foregoing provisions applicable terms and conditions of this Section 5.7: (i) As a condition , apply to the severance treatment of any respective Current International Business Employee (other than with respect to Shanghai, China) described in Section 5.7(d), with respect to each Current International Business Employee, Purchaser shall, or shall cause its applicable Affiliate to, offer (or continue, as applicable) employment on terms and conditions of employment that (A) for a period of not less than twelve (12) months following the applicable Employee Transfer Date, maintain (x) the same base wage rate or base salary level in effect for such Current International Business Employee immediately prior to the applicable Employee Transfer Date and (y) incentive compensation opportunities and employee benefits that are substantially no less favorable in the aggregate than the incentive compensation opportunities and employee benefits provided to such Current International Business Employee immediately prior to the applicable Employee Transfer Date, and (B) on the applicable Employee Transfer Date, provide employment at the same location at which the applicable Current International Business Employee is employed as of immediately prior to such Employee Transfer Date, provided that a Current International Business Employee employed at any of the locations set forth on Section 5.7(j)(i)(B) of the Seller Disclosure Schedules immediately prior to such Employee Transfer Date may be relocated to a location owned by Purchaser or its Affiliates that is no more than fifty (50) kilometers from the location at which such Current International Business Employee is employed as of immediately prior to such Employee Transfer Date. (ii) In the case of Current International Business Employees who become Transferred Business Employees (“Transferred International Business Employees”): (i) In the case of Transferred International Business Employees, Purchaser and its Affiliates shall shall, in addition to meeting the applicable requirements of this Section 5.7, comply with any additional obligations or standards arising under applicable Laws or Contracts governing the terms and conditions of their employment or severance of employment in connection with the Transaction or otherwise otherwise. (ii) In the event that Purchaser and its Affiliates, with respect to any Transferred International Business Employee, either (A) do not provide a mirror benefit plan that is of substantial equivalence to the extent provisions that are in effect as of immediately prior to the Closing under each International Benefit Plan that is not a Purchased Company Benefit Plan in which such Transferred International Business Employee was covered or eligible for coverage immediately prior to the Closing, or (B) amend or otherwise modify at or after the Closing any such obligations mirror benefit plan or standards require terms other term or condition of employment applicable to such Transferred International Business Employee immediately prior to the Closing, which, in either case of clause (A) or (B), results in any obligation, contingent or otherwise, of Seller or its Affiliates to pay any severance or other benefits (including such benefits required under applicable Laws) to any Transferred International Business Employee or any additional Liability incurred by Seller and conditions that exceed its Affiliates in connection therewith, Purchaser shall, and shall cause its Affiliates to, reimburse and otherwise indemnify and hold harmless Seller and its Affiliates (including the otherwise applicable terms Seller Entity) and conditions of this Section 5.7their respective Affiliates for all such severance and other benefits. (iii) In the case of any International Benefit Plan other than that is not a Purchased Company Benefit Plan, Seller or its Affiliates, as the case may be, shall take any necessary actions to cause, effective as of the applicable Employee Transfer DateClosing, each Purchased Company and any International Business Employees and former international employees of the Business (and their respective eligible dependents and beneficiaries) who are participating in any such International Benefit Plan Plan, to cease participation in such International Benefit Plan. (iv) Notwithstanding In respect of any other provision of this Agreement to the contrary, to the extent Purchaser or its Affiliates assumes any Liability attributable to the employment before the applicable Employee Transfer Date of Former International Business Employees by Seller or its Affiliates, whether by operation of applicable Law or otherwise, Seller shall, and shall cause its Affiliates to, reimburse and otherwise indemnify and hold harmless Purchaser and its Affiliates for all such Liabilities, except to the extent attributable to a Purchased Company Benefit Plan. Plan applicable in Germany or Switzerland, Parties agree to cooperate and use their commercially reasonable efforts to (vA) establish any arrangements to transfer (I) the assets of the applicable Seller Entity in any pension funds (“Pensionskassen,” “Pensionsfonds” or “Unterstützungskasse”), (II) with respect to any Purchased Company Benefit Plan in Germany, any direct insurances (“Direktversicherungen”), and (III) any pension assets in Contractual Trust Agreements to Purchaser and (B) obtain any consents of applicable plan trustees and plan administrators that either party reasonably considers necessary or desirable in connection with such transfer; provided, however, that such transfer shall not include pensions of (x) any employee other than a Transferred Business Employee and (y) pension obligations that are required by applicable Law to remain with the applicable Seller agree to their respective covenants and agreements set forth in Section 1.1(c) of the Seller Disclosure Schedules and paragraph (iii) of Section 1.1(g) of the Seller Disclosure SchedulesEntity.

Treatment of International Business Employees. Without limiting The following terms and conditions shall, in addition to the generality of the foregoing provisions applicable terms and conditions of this Section 5.7: (i) As a condition , apply to the severance treatment of any respective Current International Business Employee (other than with respect to Shanghai, China) described in Section 5.7(d), with respect to each Current International Business Employee, Purchaser shall, or shall cause its applicable Affiliate to, offer (or continue, as applicable) employment on terms and conditions of employment that (A) for a period of not less than twelve (12) months following the applicable Employee Transfer Date, maintain (x) the same base wage rate or base salary level in effect for such Current International Business Employee immediately prior to the applicable Employee Transfer Date and (y) incentive compensation opportunities and employee benefits that are substantially no less favorable in the aggregate than the incentive compensation opportunities and employee benefits provided to such Current International Business Employee immediately prior to the applicable Employee Transfer Date, and (B) on the applicable Employee Transfer Date, provide employment at the same location at which the applicable Current International Business Employee is employed as of immediately prior to such Employee Transfer Date, provided that a Current International Business Employee employed at any of the locations set forth on Section 5.7(j)(i)(B) of the Seller Disclosure Schedules immediately prior to such Employee Transfer Date may be relocated to a location owned by Purchaser or its Affiliates that is no more than fifty (50) kilometers from the location at which such Current International Business Employee is employed as of immediately prior to such Employee Transfer Date. (ii) In the case of Current International Business Employees who become Transferred Business Employees (“Transferred International Business Employees”): (i) In the case of Transferred International Business Employees, Purchaser and its Affiliates shall shall, in addition to meeting the applicable requirements of this Section 5.7, comply with any additional obligations or standards arising under applicable Laws or Contracts governing the terms and conditions of their employment or severance of employment in connection with the Transaction or otherwise otherwise. (ii) In the event that Purchaser and its Affiliates, with respect to any Transferred International Business Employee, either (A) do not provide benefit plans that are no less favorable in the aggregate than to those that are in effect for such Transferred International Business Employee as of immediately prior to the extent Closing, or (B) amend or otherwise modify at or after the Closing any such obligations International Benefit Plan that is a Purchased Controlled Company Benefit Plan or standards require other term of condition of employment applicable to such Transferred International Business Employee, to the detriment of such Transferred International Business Employee which, in either case of clause (A) or (B), results in any obligation, contingent or otherwise, of Seller or its Affiliates to pay any severance or other benefits (including such benefits required under applicable Laws) to any Transferred International Business Employee or any additional Liability incurred by Seller and its Affiliates in connection therewith, Purchaser shall, and shall cause its Affiliates to, reimburse and otherwise indemnify and hold harmless Seller and its Affiliates for all such severance and other benefits and other Liabilities arising from or related to any such action or omission on similar terms and conditions that exceed the otherwise applicable terms and conditions of this as provided in Section 5.75.7(d). (iii) In the case of any International Benefit Plan other than that is not a Purchased Controlled Company Benefit Plan, Seller or its AffiliatesSubsidiaries, as the case may be, shall take any necessary actions to cause, effective as of the applicable Employee Transfer DateClosing, any International Business Employees and former international employees of any Purchased Controlled Company (and their respective eligible dependents and beneficiaries) who are participating in any such International Benefit Plan to cease participation in such International Benefit Plan. . Except as otherwise provided by applicable Law, (ivA) Notwithstanding with respect to any other provision of this Agreement to the contraryInternational Benefit Plan that is not a Purchased Controlled Company Benefit Plan that is a funded defined benefit or a funded defined contribution plan, to the extent Purchaser Seller or its Affiliates assumes applicable Affiliate shall retain all assets and Liabilities with respect to such International Benefit Plan and their eligible dependents and beneficiaries and (B) with respect to any Liability attributable International Benefit Plan that is not a Purchased Controlled Company Benefit Plan that is an unfunded defined benefit or unfunded defined contribution plan, Purchaser shall assume or shall cause to the employment before the applicable Employee Transfer Date of Former be assumed all Liabilities with respect to International Business Employees by Seller or its Affiliates, whether by operation and former international employees of applicable Law or otherwise, Seller shall, any Purchased Controlled Company (and shall cause its Affiliates to, reimburse and otherwise indemnify and hold harmless Purchaser and its Affiliates for all such Liabilities, except to the extent attributable to a Purchased Company Benefit Plan. (v) Purchaser and Seller agree to their respective covenants eligible dependents and agreements set forth in Section 1.1(c) of the Seller Disclosure Schedules and paragraph (iii) of Section 1.1(g) of the Seller Disclosure Schedulesbeneficiaries).

Treatment of International Business Employees. Without limiting The following terms and conditions shall, in addition to the generality of the foregoing provisions applicable terms and conditions of this Section 5.7: (i) As a condition , apply to the severance treatment of any respective Current International Business Employee (other than with respect to Shanghai, China) described in Section 5.7(d), with respect to each Current International Business Employee, Purchaser shall, or shall cause its applicable Affiliate to, offer (or continue, as applicable) employment on terms and conditions of employment that (A) for a period of not less than twelve (12) months following the applicable Employee Transfer Date, maintain (x) the same base wage rate or base salary level in effect for such Current International Business Employee immediately prior to the applicable Employee Transfer Date and (y) incentive compensation opportunities and employee benefits that are substantially no less favorable in the aggregate than the incentive compensation opportunities and employee benefits provided to such Current International Business Employee immediately prior to the applicable Employee Transfer Date, and (B) on the applicable Employee Transfer Date, provide employment at the same location at which the applicable Current International Business Employee is employed as of immediately prior to such Employee Transfer Date, provided that a Current International Business Employee employed at any of the locations set forth on Section 5.7(j)(i)(B) of the Seller Disclosure Schedules immediately prior to such Employee Transfer Date may be relocated to a location owned by Purchaser or its Affiliates that is no more than fifty (50) kilometers from the location at which such Current International Business Employee is employed as of immediately prior to such Employee Transfer Date. (ii) In the case of Current International Business Employees who become Transferred Business Employees (“Transferred International Business Employees”): (i) In the case of Transferred International Business Employees, Purchaser and its applicable Affiliates shall shall, in addition to meeting the applicable requirements of this Section 5.7, comply with any additional obligations or standards arising required under applicable Laws or Contracts governing the terms and conditions of their employment of such Transferred International Business Employees or severance of employment in connection with the Transaction or otherwise otherwise. (ii) In the event that Purchaser and its applicable Affiliates, with respect to any Transferred International Business Employee, either (A) do not comply with applicable Law to provide a mirror benefit plan that provides required benefits identical to those in effect as of immediately prior to the extent Closing under each International Benefit Plan that is not a Purchased Entity Benefit Plan in which such Transferred International Business Employee was covered or eligible for coverage immediately prior to the Closing, or (B) amend or otherwise modify at or after the Closing any such obligations mirror benefit plan or standards require terms other term or condition of employment applicable to such Transferred International Business Employee immediately prior to the Closing in violation of applicable Law, which, in either case of clause (A) or (B), results in any obligation, contingent or otherwise, of Seller or its Affiliates to pay any severance or other benefits required under applicable Laws to any Transferred International Business Employee or any additional Liability incurred by Seller and conditions that exceed its Affiliates in connection therewith, Purchaser shall, and shall cause its Affiliates to, reimburse and otherwise indemnify and hold harmless Seller and its Affiliates (including the otherwise applicable terms Seller Entity) and conditions of this Section 5.7their respective Affiliates for all such severance and other benefits. (iii) In the case of any International Benefit Plan other than that is not a Purchased Company Entity Benefit Plan, Seller or its Affiliates, as the case may be, shall take any necessary actions to cause, effective as of the applicable Employee Transfer DateClosing, any Transferred International Business Employees (and their respective eligible dependents and beneficiaries) who are participating in any such International Benefit Plan to cease active participation in such International Benefit Plan. . Except as otherwise provided by applicable Law, (ivA) Notwithstanding with respect to any other provision of this Agreement International Benefit Plan that is not a Purchased Entity Benefit Plan that is a funded defined benefit or defined contribution plan, Seller or the Seller Entity shall retain all assets and Liabilities with respect to the contrarysuch International Benefit Plan and their eligible dependents and beneficiaries and (B) with respect to any International Benefit Plan that is not a Purchased Entity Benefit Plan that is an unfunded defined benefit or defined contribution plan, to the extent Purchaser or its Affiliates assumes applicable Affiliate shall assume or shall cause to be assumed any Liability attributable assets and all Liabilities with respect to the employment before the applicable Employee Transfer Date of Former Transferred International Business Employees by Seller or its Affiliates, whether by operation of applicable Law or otherwise, Seller shall, (and shall cause its Affiliates to, reimburse and otherwise indemnify and hold harmless Purchaser and its Affiliates for all such Liabilities, except to the extent attributable to a Purchased Company Benefit Plan. (v) Purchaser and Seller agree to their respective covenants eligible dependents and agreements set forth in Section 1.1(c) of the Seller Disclosure Schedules and paragraph (iii) of Section 1.1(g) of the Seller Disclosure Schedulesbeneficiaries).