U.S. Transferred Employees Sample Clauses

U.S. Transferred Employees. With effect on and from the Closing Date, the Purchaser shall, or shall procure that such other members of the Purchaser’s Group shall, assume the responsibility and obligation to provide COBRA continuation coverage to all Transferred Employees who are employed in the United States and/or covered by US Benefit Plans and whose employment is terminated after the Closing Date and their eligible dependents.

U.S. Transferred Employees. To the extent the Purchaser or any other member of the Purchaser’s Group maintains a health care and dependent care flexible spending account arrangement pursuant to section 125 or 129 of the Code (collectively, “FSAs”), the Purchaser will use commercially reasonable efforts to honour the elections of all Transferred Employees who are employed in the United States and/or covered by US Benefit Plans (“US Transferred Employees”) under the FSAs of any relevant member of the Seller’s Group (“Relevant Employer’s FSAs”), as in effect immediately prior to the Closing Date, and the Purchaser will use commercially reasonable efforts to assume responsibility for administering all reimbursement claims of US Transferred Employees with respect to the calendar year in which the Closing Date occurs that are submitted for payment on or after the Closing Date, whether arising before, on or after the Closing Date, under the Purchaser’s FSAs. As soon as practicable but no more than 45 days following the Closing Date, the Seller will cause to be transferred to the Purchaser an amount in cash equal to (i) the sum of all contributions to the Relevant Employer’s FSAs with respect to the calendar year in which the Closing Date occurs by or on behalf of the US Transferred Employees prior to the Closing Date, reduced by (ii) the sum of all claims incurred in the calendar year in which the Closing Date occurs that are submitted to the Relevant Employer for payment prior to the Closing Date and paid by the Relevant Employer’s FSAs with respect to such US Transferred Employees prior to the date of such cash transfer to the Purchaser; provided, however, if this calculation results in a negative number, then the Purchaser will pay to the Seller (on behalf of the Relevant Employer) as soon as practicable following the end of the calendar year in which the Closing Date occurs, the amount by which (ii) exceeds (i).

U.S. Transferred Employees. (a) Within a reasonable period of time prior to the Reorganization Date, Freescale and Motorola will provide notice of employment transfer to each U.S. Employee who is employed by Motorola as of the date such notice is provided. Such notice shall be for a position with Freescale or a Freescale Affiliate effective as of the Reorganization Date with job duties substantially similar to the job duties of the position held by such U.S. Employee immediately prior to the Reorganization Date. (b) Notwithstanding the foregoing, and except as may be otherwise provided in the Separation Agreement or agreed in writing between the Parties or prohibited by applicable law, for the period beginning on the Reorganization Date and continuing for a period of one year following the Distribution Date, neither Party nor their Affiliates will employ (or engage as an independent contractor or consultant) any U.S. Employee who refuses the transfer of employment to Freescale pursuant to this Section 2.1. (c) If any U.S. Transferred Employee is hired by any Affiliate of Freescale, then that Affiliate shall be bound by (and Freescale shall cause that Affiliate to honor) all of the provisions of this Agreement that would have applied to Freescale with respect to that U.S. Transferred Employee.

U.S. Transferred Employees. Effective as of the Manitowoc Foodservice Employment Date, Manitowoc Foodservice or one of its Affiliates will become the employer of each U.S. Employee who is transferred on the Manitowoc Foodservice Employment Date and elects to continue in his or her employment thereafter.

U.S. Transferred Employees. (a) Effective as of the Manitowoc Foodservice Employment Date, Manitowoc Foodservice or one of its Affiliates will become the employer of each U.S. Employee who is transferred on the Manitowoc Foodservice Employment Date and elects to continue in his or her employment thereafter. (b) If any Eligible Inactive Employee on the U.S. payroll becomes eligible to return to active work status after the Manitowoc Foodservice Employment Date and at a time when he or she would be entitled to reemployment under either applicable law or Manitowoc ParentCo’s policies and procedures in existence immediately prior to the Manitowoc Foodservice Employment Date, Manitowoc Foodservice or one of its Affiliates will extend an offer of employment to such person within five (5) Business Days after Manitowoc Foodservice’s first being notified in writing by the Eligible Inactive Employee, or Manitowoc ParentCo on his/her behalf, of such person’s becoming eligible to work, and any such person who accepts such an offer will be treated as a U.S. Transferred Employee as of his or her date of hire with Manitowoc Foodservice or one of its Affiliates (which date of hire will be specified in the written offer from Manitowoc Foodservice or one of its Affiliates to the Eligible Inactive Employee and will be substituted for the “Manitowoc Foodservice Employment Date” as to that U.S. Transferred Employee for all purposes of this Agreement). Manitowoc Foodservice agrees that its (or its Affiliate’s) offer of employment will meet whatever requirements may exist for reinstating the Eligible Inactive Employee under applicable law or Manitowoc ParentCo’s policies and procedures in existence immediately prior to the Manitowoc Foodservice Employment Date. (c) If any U.S. Transferred Employee is hired by any Affiliate of Manitowoc Foodservice, then that Affiliate will be bound by (and Manitowoc Foodservice will cause that Affiliate to honor) all of the provisions of this Agreement that would have applied to Manitowoc Foodservice with respect to that U.S. Transferred Employee, for such period as Manitowoc Foodservice would have been bound by such provisions. (d) Manitowoc ParentCo and Manitowoc Foodservice acknowledge and agree that the Distribution and the transfer or employment of Employees as contemplated by this Section 2.1 shall not be deemed a severance of employment of any U.S. Transferred Employee for purposes of this Agreement or any Employee Benefit Plan of any member of the Manitowoc ParentC...

U.S. Transferred Employees. The provisions of this Section 6.8(d) apply only to US-based Transferred Employees ("US Transferred Employees"). (i) Workers' Compensation. TRW will bear the entire cost and expense of all workers' compensation claims arising out of injuries identifiably sustained by US Transferred Employees on or before the Closing. Buyer will bear the entire cost and expense of all workers' compensation claims arising out of injuries identifiably sustained by US Transferred Employees after the Closing. TRW will bear the entire cost and expense of all workers' compensation claims arising out of injuries without an identifiable date of occurrence and which are alleged to have arisen either before or before and after the Closing which are filed within sixty (60) calendar days after the Closing Date. Buyer shall bear the entire cost and expense of all workers' compensation claims arising out of injuries sustained by US Transferred Employees without an identifiable date of occurrence and which are alleged to have arisen either before or before and after the Closing which are filed more than sixty (60) calendar days after the Closing Date. From and after the Closing, Buyer will use its reasonable efforts to facilitate the return to work of any Transferred Employees who were on disability leave on the Closing Date as a result of a work-related injury or illness.

U.S. Transferred Employees. (i) For a period of twelve (12) months following the Closing Date or if earlier, the date of termination of employment of the relevant employee (the “Continuation Period”), Buyer shall, or shall cause its Affiliates to, provide employees of the Companies and the Transferred Subsidiaries as of the Closing who are located in the United States (including those employees who are full-time, part-time, temporary, on vacation or on a medical or disability or any other paid or unpaid approved leave of absence (but excluding the Excluded Employees) (the “U.S. Transferred Employees”) with (A) cash compensation (including base salary or wage rates and target bonus or other target incentive opportunities, but excluding equity-based compensation) that is substantially comparable in the aggregate to that provided to such U.S. Transferred Employees as of the date of this Agreement, and (B) employee benefits (excluding equity-based compensation or benefits, defined benefit pension, nonqualified deferred compensation and post-termination or retiree welfare benefits) that are comparable in the aggregate to the employee benefits (excluding equity-based compensation or benefits, defined benefit pension, nonqualified deferred compensation and post-termination or retiree welfare benefits) provided to similarly situated employees of Buyer. Notwithstanding the foregoing, any U.S. Transferred Employee who is not actively at work and is receiving or eligible to receive short-term or long-term disability benefits as of the Closing Date (an “Absent Employee”) shall become and remain an employee of Sellers and their Affiliates (other than any of the Companies and any of the Transferred Subsidiaries) until and unless such employee presents himself or herself for active employment within six (6) months following the Closing Date or such longer period as may be provided under applicable Law. At such time, the Absent Employee will become an employee of Buyer or its Affiliates and will be treated as a U.S. Transferred Employee for all purposes hereunder as required by applicable Law. Nothing in this Section 4.4 shall be construed to prohibit Buyer and its Affiliates from terminating the employment of any U.S. Transferred Employee or any other Person at any time and for any or no reason. (ii) Under the employee benefit plans, programs and arrangements established or maintained by Buyer or any of its Affiliates in which U.S. Transferred Employees are eligible to participate during the plan y...

U.S. Transferred Employees. 8.1.1. Not later than 10 days prior to the Closing Date, Purchaser or its Affiliate (a) will make a written offer of employment commencing on the effective date of hire as set forth in Section 8.5.4 to each U.S. Employee in a form reasonably satisfactory to Seller and Purchaser, on the terms and conditions provided for in Section 8.1. Purchaser will provide Seller prompt notice of any such offers and acceptance or rejection of such offers, which shall in no event be provided later than 5 days prior to the Closing Date. 8.1.2. Any existing Contracts of employment of any of the U.S. Employees will not be assumed by Purchaser as a result of the Transactions, but rather the U.S. Employees will be provided new offers of employment that, at a minimum, meet the conditions of an “Acquisition Position” as defined in the Sanofi Group U.S. affiliates Separation Plan dated August 1, 2009 (as amended on January 1, 2013). The offer of employment by Purchaser or its Affiliates will (a) be for a position with similar duties and responsibilities, and for a similar total number of regular work hours as the position held by the U.S. Employee immediately prior to the Closing Date, (b) include an annual base salary that is not reduced by more than 10% of the U.S. Employee’s base salary as set forth on the Business Employee Schedule, (c) include target cash incentive compensation which, at 100% performance, is not less than the U.S. Employee’s cash target incentive compensation, also at 100% performance as set forth on the Business Employee Schedule (including for the full 2014 year), (d) include other employee benefits, including vacation, but excluding equity and equity-related benefits and severance-related benefits, that are, in the aggregate, no less favorable than those available the U.S. Employee immediately prior to the Closing Date, (e) not require a U.S. Employee to relocate his or her primary work location, if an office-based employee, by more than 40 miles, or in the case of a field-based employee, not assign the employee to a workload epicenter that is more than 25 miles for an urban territory or 50 miles for a rural territory from the employee’s home or current workload epicenter (in each case, except with the written consent of the employee), and (f) be made in accordance with all applicable Legal Requirements. Notwithstanding the foregoing, Purchaser will, and will cause its Affiliates to, in all events provide each U.S. Transferred Employee (and the relevant em...

U.S. Transferred Employees. With respect to U.S. Offered Employees who become Transferred Employees (each, a “U.S. Transferred Employee”), the Purchaser shall, or shall cause its Affiliates to, provide each such U.S. Transferred Employee, for a period of no less than 12 months after the Transfer Date with respect to clauses (w) and (x) herein, and the Closing Date with respect to clause (y) herein, or if earlier, until the termination of such Transferred Employee’s employment with the Purchaser and its Affiliates, with (w) employment in a position that is comparable (except with respect to number of employees that report to such position) to such U.S. Transferred Employee’s position immediately prior to the Closing Date (or on commencement of the applicable Leave for Leave Offered Employees), (x) an annual base salary (or in case of an hourly employee, a base hourly wage rate) and overtime pay and cash-based bonus and incentive opportunities (excluding any equity-based compensation and any incentive opportunities relating to a long-term incentive plan) as applicable to such U.S. Transferred Employee immediately prior to such date and, (y) employee benefits under plans, programs and arrangements which will provide benefits to such U.S. Transferred Employee that are substantially comparable, in the aggregate (taking into account any other consideration provided to such U.S. Transferred Employee relating to employee benefits immediately prior to the foregoing date), to the benefits provided by the Seller and its Affiliates (disregarding benefits under any defined benefit pension, retiree welfare, non-qualified deferred compensation, retention bonus or equity-based compensation plans, policies or programs), in each case, as of immediately prior to such date.

U.S. Transferred Employees. (a) Effective as of the Closing Date, FEI shall, or shall cause PEO-US to, continue to employ all employees of the PEO Business on the U.S. payroll, excluding expatriate employees (the "U.S. Transferred Employees"), in comparable positions, and as of the Closing Date, FEI shall provide the U.S. Transferred Employees with the same Compensation and Benefit Plans, programs and policies and fringe benefits (including post-employment welfare benefits) provided from time to time by FEI to its similarly situated employees, it being understood, that notwithstanding the foregoing, FEI will maintain a severance plan for the U.S. Transferred Employees that is no less favorable than the severance plan provided to the employees of the PEO Business immediately prior to the Closing Date. U.S. Transferred Employees shall be given credit for all service with the PEO Business (or service credited by PENAC, PIE or its Subsidiaries) under (i) all employee benefit plans, programs and policies, and fringe benefits of FEI or its Subsidiaries in which they become participants for purposes of eligibility, vesting, waiting periods and benefit accrual and (ii) severance plans and vacation plans for purposes of calculating the amount of each U.S. Transferred Employee's severance benefits or vacation entitlement. (b) Effective as of the Closing Date, all U.S. Transferred Employees shall cease to be covered by the employee welfare benefit plans covering them prior to Closing, including plans, programs, policies and arrangements which provide medical and dental coverage, life and accident insurance, disability coverage, and vacation and severance pay (collectively, "Welfare Plans") except to the extent otherwise provided by the applicable Welfare Plan. PIE or its Affiliates, excluding FEI and its Subsidiaries, shall retain responsibility for providing employees of the PEO Business in the U.S., who terminated employment prior to the Closing Date, and who elected group health coverage required by Section 4980B of the Code ("Continuation Coverage") under the terms of the health plan covering such employees with such Continuation Coverage. Effective as of the Closing Date, FEI shall perform the duties required of a successor employer with respect to Continuation Coverage, including, but not limited to, making such coverage available to the U.S. Transferred Employees on and after the Closing Date upon their termination of employment subsequent to the Closing Date to the extent required by la...