Common use of Effective as of the Closing Clause in Contracts

Effective as of the Closing. Buyer shall offer employment (which shall include Buyer's compliance with Buyer's covenants in this Section 6.5) to Employees identified as allocated to Rodney on Section 5.22 of Seller'▇ ▇▇▇closure Schedule to the Dexter Purchase Agreement ("Prospective Transferred Employees") who on the Closing Date are actively at work in the Rodney Transferred Business. Wit▇▇▇ ▇▇ least ten (10) Business Days before the anticipated Closing Date, Seller will deliver to Company a list of Prospective Transferred Employees (including information relating to such Prospective Transferred Employees' salary and benefits) (the "Prospective Transferred Employees List"). For purposes of this Agreement, any Employee who is not scheduled to work on the Closing Date due to a short-term absence (e.g. vacation, holiday, scheduled time off, illness or injury of shorter duration than would provide for coverage under an applicable Seller Benefit Plan providing disability benefits, jury duty, bereavement leave) in compliance with the applicable policies of Seller, Company or any of their Affiliates, or who is on a paid leave of absence, shall be deemed to be "actively at work." With respect to each Employee identified on the Prospective Transferred Employees List who is not "actively at work" on the Closing Date and is on an unpaid leave of absence with a right to reinstatement under a CBA, a Seller Benefit Plan, a written policy of Seller, Company or any of their Affiliates in effect on the Closing Date, or applicable Law (e.g. the Family and Medical Leave Act or comparable state law, military leave), Buyer shall offer employment (which shall include Buyer's compliance with Buyer's covenants in this Section 6.5) to each Employee as of the date on which such Employee presents himself or herself to Buyer for active employment following the Closing Date. Each Employee who is actively at work as of the Closing Date and who accepts employment by Buyer, or who following a leave of absence described in the preceding sentence returns to active employment with Buyer after the Closing Date, is referred to herein as a "Transferred Employee."

Effective as of the Closing. Buyer shall offer employment (which or shall include Buyer's compliance with Buyer's covenants in this Section 6.5) cause the Company Subsidiary to Employees identified as allocated continue to Rodney on Section 5.22 employ each United States-based employee of Seller'▇ ▇▇▇closure Schedule to the Dexter Purchase Agreement ("Prospective Transferred Employees") Company Subsidiary who is actively at work on the Closing Date are ("Active Employees") and Buyer shall or shall cause the Company Subsidiary to honor any commitment of Seller, Seller Subsidiary, the Company or the Company Subsidiary or, following the Closing, Buyer, to reemploy any United States-based employee of the Company Subsidiary who is not actively at work in on the Rodney Transferred Business. Wit▇▇▇ ▇▇ least ten (10) Business Days before the anticipated Closing DateDate due to leave of absence, Seller will deliver to Company a list of Prospective Transferred Employees short-term disability leave (including information relating those individuals who are absent due to illness or injury for a period of less than five business days), military leave or layoff with recall rights or reemployment rights under the Family Medical Leave Act or any other applicable law (collectively, "Inactive Employees") upon the conclusion of their leave or layoff, so long as such Prospective Transferred Employees' salary and benefits) (individual returns to active employment within the "Prospective Transferred Employees List")period during which the individual has a protected right of recall or reemployment under applicable law. For purposes of this Agreementhereof, any Employee United States-based employee of the Company Subsidiary who is not scheduled to actively at work on the Closing Date due to a short-term absence (e.g. including due to vacation, holiday, scheduled time off, illness jury duty or injury of shorter duration than would provide for coverage under an applicable Seller Benefit Plan providing disability benefits, jury duty, bereavement leave) in compliance accordance with the applicable policies of Seller, the Company or any of their Affiliates, or who is on a paid leave of absence, the Company Subsidiary shall be deemed to be "actively at work." With respect to each Employee identified on the Prospective Transferred an Active Employee. For purposes of this Article VIII, Active Employees List who is not "actively at work" on the Closing Date and is on an unpaid leave of absence with a right to reinstatement under a CBA, a Seller Benefit Plan, a written policy of Seller, Company or any of their Affiliates in effect on the Closing Date, or applicable Law (e.g. the Family and Medical Leave Act or comparable state law, military leave), Buyer shall offer employment (which shall include Buyer's compliance with Buyer's covenants in this Section 6.5) to each Employee as of the date on which such Employee presents himself or herself to Buyer for active employment immediately following the Closing Datecontinue their employment with the Company Subsidiary and Inactive Employees, to the extent that they become reemployed by the Company or the Company Subsidiary, shall be referred to herein collectively as "Continued Employees". Each Employee who is actively at work as For purposes hereof, an employee of the Closing Date Company or the Company Subsidiary who has terminated employment for any reason (including retirement and who accepts employment by Buyer, or who following a leave of absence described in the preceding sentence returns long-term disability) prior to active employment with Buyer after the Closing Date, is shall be referred to herein as a "Transferred Former Employee". For purposes of this Article VIII, (i) the employees of Seller Subsidiary whose names are listed in Section 8.01 of the Seller Disclosure Schedule shall be deemed to be employees of the Company Subsidiary and (ii) employees of the Company Subsidiary who are based in Puerto Rico shall be deemed to be United States-based. Except as herein specifically provided, Seller shall be liable for all employment and benefit claims and obligations in respect of (i) Continued Employees and their respective eligible dependents and beneficiaries that arise prior to the Closing Date and (ii) Former Employees, regardless of when the obligation or claim arises. Except as specifically provided herein, Buyer shall be liable for all employment and benefit claims and obligations in respect of Continued Employees, and their respective dependents and beneficiaries, that arise on or after the Closing Date."