Common use of Employee Transition Clause in Contracts

Employee Transition. (a) Prior to the Closing, the Company shall use its reasonable commercial efforts to assist Buyer in hiring the services of those TG Employees and consultants of the TG Business identified by Buyer; provided, however, that the Company shall not be required to offer any TG Employees additional monetary or other inducements to achieve that end beyond those in place on the day of this Agreement, all of which shall be borne by the Company. Buyer has informed the Company that it intends to give appropriate consideration to the employment of the TG Employees by Buyer but nothing herein shall be construed as requiring Buyer to continue the employment of any specific TG Employee or to maintain any particular TG Plan. (b) Prior to the Closing, the Company shall deliver to Buyer a schedule setting forth, with respect to all TG Employees (to the extent permitted by applicable law), their respective employment arrangements and entitlements, including their respective annual salaries or hourly rates, start dates, positions, benefits and severance or reduction-in-force entitlements under the TG Plans. (c) Subject to any contrary provision in Schedule 1.3, as to those persons who are TG Employees immediately before the Closing or were TG Employees at any previous time, all payments and other benefits due to them (and their beneficiaries and dependents) in respect of their employment by the Company before the Closing, as well as for any severance, termination or reduction-in-force payment payable directly as a result of the consummation of the Sale Transaction, shall be for the account of the Company and the Company shall indemnify Buyer and hold Buyer harmless against, from and in respect of the costs of such payments and benefits and shall retain sponsorship and liability with respect to all TG Plans.