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. 7.1 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 to whom such Transferred Employees relate (“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 relevant 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.
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.
U.S. Transferred Employees. The provisions of this Section 6.8(d) apply only to US-based Transferred Employees ("US Transferred Employees").
U.S. Transferred Employees. Immediately following the Closing, Buyer or one of Buyers’ Affiliates shall offer to employ certain of the US Terminated Employees as listed on Schedule 8.01(b), on an at will basis, meaning they can quit or be discharged at any time and for any reason. Except as otherwise required by law, any such offers to each such individual shall be at such salary and benefit levels that are in the aggregate at least reasonably equivalent to the salary and benefit levels applicable to employees of Buyer with similar responsibilities and tenure. The US Terminated Employees who are hired by Buyer or one of its Affiliates shall be referred to herein as the “US Transferred Employees.”
U.S. Transferred Employees. Employees employed in the United States who commence employment with Buyer or one of its Affiliates pursuant to Section 5.1 above shall be referred to herein as “U.S. Transferred Employees”.
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.
U.S. Transferred Employees. (a) Effective as of the SpinCo Employment Date, SpinCo or Mobility, as the case may be, will become the employer of each U.S. Employee who is transferred on the SpinCo Employment Date and elects to continue in his or her employment thereafter.
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.
