Common use of Continuing Employees Clause in Contracts

Continuing Employees. All Continuing Employees shall cease to be employees of Seller and its Affiliates as of the time immediately preceding their Employment Date and shall become employees of Xxxxx Tulsa or HEP Tulsa, as applicable, as of their Employment Date and, at such time, the applicable Buyer shall, subject to Section 6.3.13, assume and be responsible for and indemnify and hold harmless the Seller and its Affiliates against payment of all salaries or wages and benefits and all other claims, costs, expenses and Liabilities relating to the Continuing Employees’ employment with or termination of employment with that Buyer and its Affiliates that arise on or after their Employment Date. Subject to Section 6.3.2 and Section 6.3.3, the Seller shall retain Liability and be responsible for and indemnify and hold harmless the Buyers against all salaries or wages and benefits and all other claims, costs, expenses and Liabilities related to or arising out of Seller’s employment decisions or practices relating to its employment or termination of the Continuing Employees prior to their Employment Date. Subject to Section 6.3.13, nothing in this Agreement shall limit 77 the right of a Buyer that initially employs a Continuing Employee to later terminate the employment of that Continuing Employee following his or her Employment Date, with or without cause; provided, however, that the Buyers and their Affiliates shall not terminate the employment of a Continuing Employee or take any other action if such termination or action gives rise to any obligation or Liability on behalf of the Seller or any of its Affiliates under the WARN Act (including penalties under the WARN Act and any pay made in lieu of WARN Act-required notice). For purposes of clarity, it is agreed that any termination of employment by the Seller or its Affiliates of any Current Employee or Retained Employee shall not relieve the Buyers and their Affiliates of their obligations not to terminate the employment of a Continuing Employee or take any other action with respect to a Continuing Employee, or reduce the Buyers’ Liability with respect thereto, if such termination or action by the Buyers will give rise to any obligation or Liability under the WARN Act on behalf of the Seller or any of its Affiliates. The Seller waives any claims against the Buyers and the Continuing Employees arising under any employment, confidentiality or non-disclosure agreement, or non-competition agreement between any such Continuing Employee and the Seller to the extent that any breach of such Continuing Employee’s employment, confidentiality or non-competition agreement is with respect to the information or matters relating to the Business or the Assets required for such Continuing Employee’s employment with either Buyer. The Seller shall not solicit for employment or the provision of other services, for a period of two (2) years following the Closing Date, any Continuing Employee designated by a Buyer in writing to the Seller within ten (10) days following the Closing Date; provided, however, that the foregoing restriction shall not apply to any general solicitations not directed to any such individual.

Continuing Employees. All employees of the Company, other than the Signing Employees (collectively, the “Offered Employees”), will be offered continued employment on an at-will basis by or with the Purchaser or one of its Subsidiaries (including the Company) (the offering entity, the “Employer”), with (a) base salary or base hourly rate and (b) participation in cash incentive compensation programs (including commissions), which, in the aggregate, will be substantially similar to those of provided to similarly situated United States employees of Purchaser in similar functions and positions. The Company shall use its commercially reasonable efforts to cause all Offered Employees to accept employment with the Employer prior to the Closing by executing and delivering their New Hire Documents to the Purchaser, such New Hire Documents to be effective as of the Closing. The Offered Employees who accept employment with the Employer and execute and deliver their New Hire Documents shall be referred to herein as “Continuing Employees.” Unless otherwise agreed by the Stockholder and the Purchaser, the Company shall, immediately prior to the Closing, terminate any Offered Employee who does not accept employment with the Employer prior to the Closing. Continuing Employees shall cease be eligible to be employees of Seller participate in the health, welfare and its Affiliates as other benefit programs of the Company (other than the 401(k) Plan, which will be the Purchaser’s plan) unless otherwise provided for in the New Hire Documents (it being understood that equity incentive plans are not considered employee benefits for this purpose). Service with the Company will be included for purposes of determining the vacation or paid-time immediately preceding their Employment Date and off accrual rate. Notwithstanding the foregoing, nothing contained in this Section 6.9 shall become employees (i) be treated as an amendment of Xxxxx Tulsa any particular employee benefit plan, program, policy, agreement or HEP Tulsaarrangement, as applicable(ii) give any third party, as of their Employment Date andincluding any Offered Employee, at such timeany Continuing Employee, the applicable Buyer shall, subject to Section 6.3.13, assume and be responsible for and indemnify and hold harmless the Seller and its Affiliates against payment of all salaries or wages and benefits and all other claims, costs, expenses and Liabilities relating to the Continuing Employees’ employment with or termination of employment with that Buyer and its Affiliates that arise on or after their Employment Date. Subject to Section 6.3.2 and Section 6.3.3, the Seller shall retain Liability and be responsible for and indemnify and hold harmless the Buyers against all salaries or wages and benefits and all other claims, costs, expenses and Liabilities related to or arising out of Seller’s employment decisions or practices relating to its employment or termination any former employee of the Company or any beneficiary representative thereof, any right to enforce the provisions of this Section 6.9 or (iii) operate to duplicate any benefit provided to any Continuing Employees prior to their Employment DateEmployee or the funding of any such benefit. Subject to Section 6.3.13, nothing Nothing contained in this Agreement shall limit 77 the right of a Buyer that initially employs a Continuing Employee (x) confers (or is intended to later terminate the employment of that Continuing Employee following his or her Employment Dateconfer) upon any Offered Employee, with or without cause; provided, however, that the Buyers and their Affiliates shall not terminate the employment of a any Continuing Employee or take any other action if such termination Person any right to continued employment after the Closing or action gives rise (y) prevents (or is intended to any obligation or Liability on behalf of prevent) the Seller Purchaser or any of its Affiliates under the WARN Act (including penalties under the WARN Act and from amending, modifying or terminating any pay made in lieu of WARN Act-required notice). For purposes of clarityemployee benefit plan, it is agreed that program, policy, agreement or arrangement at any termination of employment by the Seller or its Affiliates of any Current Employee or Retained Employee shall not relieve the Buyers and their Affiliates of their obligations not to terminate the employment of a Continuing Employee or take any other action with respect to a Continuing Employee, or reduce the Buyers’ Liability with respect thereto, if such termination or action by the Buyers will give rise to any obligation or Liability under the WARN Act on behalf of the Seller or any of its Affiliates. The Seller waives any claims against the Buyers and the Continuing Employees arising under any employment, confidentiality or non-disclosure agreement, or non-competition agreement between any such Continuing Employee and the Seller to the extent that any breach of such Continuing Employee’s employment, confidentiality or non-competition agreement is with respect to the information or matters relating to the Business or the Assets required for such Continuing Employee’s employment with either Buyer. The Seller shall not solicit for employment or the provision of other services, for a period of two (2) years following the Closing Date, any Continuing Employee designated by a Buyer in writing to the Seller within ten (10) days following the Closing Date; provided, however, that the foregoing restriction shall not apply to any general solicitations not directed to any such individualtime.

Continuing Employees. All Continuing The Company shall use commercially reasonable efforts to cooperate and work with Acquiror to help Acquiror identify employees to whom Acquiror may elect to offer continued employment following the Closing with the Company (“Offered Employees”), Acquiror or any of Acquiror’s Subsidiaries (such employing entity referred to as an “Acquiror Employer”). The Company shall inform Acquiror of any employees who have given the Company notice of resignation or termination (“Resigning Employees”), and cooperate and work with Acquiror to ensure that the Resigning Employees do not receive offers of continued employment from an Acquiror Employer. Acquiror shall cease provide the Offered Employees written offer letters on terms that, on an aggregate basis, are no less favorable than the terms provided to be employees of Seller and its Affiliates as of each current employee by the time Company immediately preceding their Employment Date and shall become employees of Xxxxx Tulsa or HEP Tulsa, as applicable, as of their Employment Date and, at such time, the applicable Buyer shall, subject to Section 6.3.13, assume and be responsible for and indemnify and hold harmless the Seller and its Affiliates against payment of all salaries or wages and benefits and all other claims, costs, expenses and Liabilities relating prior to the Continuing Employees’ employment with or termination of employment with that Buyer and its Affiliates that arise on or after their Employment Date. Subject to Section 6.3.2 and Section 6.3.3, the Seller shall retain Liability and be responsible for and indemnify and hold harmless the Buyers against all salaries or wages and benefits and all other claims, costs, expenses and Liabilities related to or arising out of Seller’s employment decisions or practices relating to its employment or termination of the Continuing Employees prior to their Employment Date. Subject to Section 6.3.13, nothing in this Agreement shall limit 77 the right of a Buyer that initially employs a Continuing Employee to later terminate the employment of that Continuing Employee following his or her Employment Date, with or without causeClosing; provided, however, that offers given by the Buyers Acquiror Employer to Offered Employees may be for short-term transition periods following the Closing. With respect to any Offered Employees, the Company shall use commercially reasonable efforts to assist Acquiror Employer with its efforts to have Offered Employees accept offers of employment with Acquiror Employer as soon as practicable after the Acquiror Employer delivers such offers and in any event prior to the Closing Date, which employment arrangements shall become effective upon the Closing Date. Notwithstanding the foregoing, none of Acquiror, the Company or any of their respective Affiliates shall not have any obligation to make an offer of continued employment to any employee. Effective no later than immediately prior to the Closing, the Company shall, and the Shareholder shall cause the Company to, consistent with Applicable Law, terminate the employment of a Continuing Employee or take any other action if such termination or action gives rise to any obligation or Liability on behalf each of the Seller or any of its Affiliates under the WARN Act (including penalties under the WARN Act and any pay made in lieu of WARN Act-required notice). For purposes of clarity, it is agreed that any termination of employment by the Seller or its Affiliates of any Current Employee or Retained Employee shall those employees who have not relieve the Buyers and their Affiliates of their obligations not to terminate the employment of a Continuing Employee or take any other action with respect to a Continuing Employeereceived, or reduce the Buyers’ Liability with respect theretoreceived but not accepted, if such termination or action by the Buyers will give rise to any obligation or Liability under the WARN Act on behalf an offer of the Seller or any of its Affiliates. The Seller waives any claims against the Buyers and the Continuing Employees arising under any employment, confidentiality or non-disclosure agreement, or non-competition agreement between any such Continuing Employee and the Seller to the extent that any breach of such Continuing Employee’s employment, confidentiality or non-competition agreement is with respect to the information or matters relating to the Business or the Assets required for such Continuing Employee’s continued employment with either Buyer. The Seller shall not solicit for employment or the provision of other services, for a period of two (2) years following an Acquiror Employer prior to the Closing Date, any Continuing Employee designated by a Buyer in writing and have such employees, prior to the Seller within ten (10) days following the Closing Date; provided, howeversign a waiver and release in a form reasonably acceptable to Acquiror (such employees, the “Terminated Employees”). Any resulting severance, final pay costs and associated Taxes from the Terminated Employees and Resigning Employees shall be treated as a Transaction Expense of the Company. The Company shall ensure that the foregoing restriction notice periods for the Resigning Employees are completed and that the Resigning Employees are terminated prior to the Closing Date. Offered Employees who accept the aforementioned employment arrangements with terms no less favorable, in the aggregate, than those provided to such employee immediately prior to the Closing from an Acquiror Employer and commence employment with an Acquiror Employer shall not apply be entitled to any general solicitations not directed to any such individualthe compensation and benefits described in their respective employment arrangements.

Continuing Employees. The Seller will terminate its employment of each Continuing Employee effective as of the date preceding each such Continuing Employee’s Employment Date. All Continuing Employees shall cease to be employees of Seller and its Affiliates as of the time immediately preceding their Employment Date and shall become employees of Xxxxx Tulsa or HEP Tulsa, as applicable, the Buyer as of their Employment Date and, at such time, the applicable Buyer shall, subject to Section 6.3.136.5.14, assume and be responsible for and indemnify and hold harmless the Seller and its Affiliates against payment of all salaries or wages and benefits and all other claims, costs, expenses and Liabilities relating to the Continuing Employees’ employment with or termination of employment with that the Buyer and its Affiliates that arise on or after their Employment Date. Subject to Section 6.3.2 and Section 6.3.3, the The Seller shall retain Liability and be responsible for and indemnify and hold harmless the Buyers Buyer against all salaries or wages and benefits and all other claims, costs, expenses and Liabilities related to or arising out of Seller’s employment decisions or practices relating to its employment or termination of the Continuing Employees prior to their Employment Date. Subject to Section 6.3.136.5.14, nothing in this Agreement shall limit 77 the right of a the Buyer that initially employs a Continuing Employee to later terminate the employment of that any Continuing Employee following his or her Employment Date, with or without cause; provided, however, that the Buyers and their Affiliates shall not terminate the employment of a Continuing Employee or take any other action if such termination or action gives rise to any obligation or Liability on behalf of the Seller or any of its Affiliates under the WARN Act (including penalties under the WARN Act and any pay made in lieu of WARN Act-required notice). For purposes of clarity, it is agreed that any termination of employment by the Seller or its Affiliates of any Current Employee or Retained Employee shall not relieve the Buyers and their Affiliates of their obligations not to terminate the employment of a Continuing Employee or take any other action with respect to a Continuing Employee, or reduce the Buyers’ Liability with respect thereto, if such termination or action by the Buyers will give rise to any obligation or Liability under the WARN Act on behalf of the Seller or any of its Affiliates. The Seller waives any claims against the Buyers Buyer and the Continuing Employees arising under any employment, confidentiality or non-disclosure agreement, or non-competition agreement between any such Continuing Employee and the Seller to the extent that any breach of such Continuing Employee’s employment, confidentiality or non-competition agreement is with respect to the information or matters relating to the Business or the Assets required for such Continuing Employee’s employment with either BuyerSeller. The Seller shall not solicit for employment or the provision of other services, hire or otherwise engage, for a period of two three (23) years following the Closing Date, any Current Employee not on long-term disability on the Closing Date, Continuing Employee or Leased Personnel designated by a the Buyer in a writing to the Seller within ten (10) days following the Closing Date; provided, however, that the foregoing restriction shall not apply to any general solicitations not directed to any such individual.

Continuing Employees. All employees of the Company or any of its Subsidiaries who are employed in the United States with the Company or one of its Subsidiaries immediately prior to the Closing (or at another date certain prior to the Closing as determined by Parent) (collectively, the “U.S. Offered Employees”) will be offered continued employment on an at-will basis by or with Parent or one of its Subsidiaries (the offering entity, the “Employer”). The employees of the Company or any of its Subsidiaries who are employed outside of the United States with the Company or one of its Subsidiaries immediately prior to the Closing (or at another date certain prior to the Closing as determined by Parent) and for which Parent requests new employment documents be executed prior to the Closing are referred to as the “Non-U.S. Offered Employees” (and together with the U.S. Offered Employees, the “Offered Employees”). The Company shall use its commercially reasonable efforts to cause all Offered Employees to accept employment with the Employer by executing and delivering their New Hire Documents to the Employer, such New Hire Documents to be effective as of the Closing Date. The Offered Employees who accept employment with the Employer and execute and deliver their New Hire Documents shall be referred to herein as “Continuing Employees.” The Company shall, prior to the Closing Date, terminate any U.S. Offered Employee who does not accept employment with the Employer. U.S. Continuing Employees shall cease be eligible to be employees of Seller participate in the health, welfare and its Affiliates as other benefit programs of the Company (other than the 401(k) Plan, which will be Parent’s plan) unless otherwise provided for in the New Hire Documents (it being understood that equity incentive plans are not considered employee benefits for this purpose). Service with the Company or its Subsidiaries will be included for purposes of determining the vacation or paid-time immediately preceding their Employment Date and off accrual rate. Notwithstanding the foregoing, nothing contained in this Section 6.15 shall become employees (i) be treated as an amendment of Xxxxx Tulsa any particular employee benefit plan, program, policy, agreement or HEP Tulsaarrangement, as applicable(ii) give any third party, as of their Employment Date andincluding any Offered Employee, at such timeContinuing Employee, the applicable Buyer shall, subject to Section 6.3.13, assume and be responsible for and indemnify and hold harmless the Seller and its Affiliates against payment of all salaries or wages and benefits and all other claims, costs, expenses and Liabilities relating to the Continuing Employees’ employment with or termination of employment with that Buyer and its Affiliates that arise on or after their Employment Date. Subject to Section 6.3.2 and Section 6.3.3, the Seller shall retain Liability and be responsible for and indemnify and hold harmless the Buyers against all salaries or wages and benefits and all other claims, costs, expenses and Liabilities related to or arising out of Seller’s employment decisions or practices relating to its employment or termination any former employee of the Company or any of its Subsidiaries or any beneficiary representative thereof, any right to enforce the provisions of this Section 6.15 or (iii) operate to duplicate any benefit provided to any Continuing Employees prior to their Employment DateEmployee or the funding of any such benefit. Subject to Section 6.3.13, nothing Nothing contained in this Agreement shall limit 77 the right of a Buyer that initially employs a Continuing Employee is intended to later terminate the employment of that Continuing Employee following his or her Employment Date(x) confer upon any Offered Employee, with or without cause; provided, however, that the Buyers and their Affiliates shall not terminate the employment of a Continuing Employee or take any other action if such termination Person any right to continued employment after the Effective Time or action gives rise to any obligation or Liability on behalf of the Seller (y) prevent Parent or any of its Affiliates under the WARN Act (including penalties under the WARN Act and from amending, modifying or terminating any pay made in lieu of WARN Act-required notice). For purposes of clarityemployee benefit plan, it is agreed that program, policy, agreement or arrangement at any termination of employment by the Seller or its Affiliates of any Current Employee or Retained Employee shall not relieve the Buyers and their Affiliates of their obligations not to terminate the employment of a Continuing Employee or take any other action with respect to a Continuing Employee, or reduce the Buyers’ Liability with respect thereto, if such termination or action by the Buyers will give rise to any obligation or Liability under the WARN Act on behalf of the Seller or any of its Affiliates. The Seller waives any claims against the Buyers and the Continuing Employees arising under any employment, confidentiality or non-disclosure agreement, or non-competition agreement between any such Continuing Employee and the Seller to the extent that any breach of such Continuing Employee’s employment, confidentiality or non-competition agreement is with respect to the information or matters relating to the Business or the Assets required for such Continuing Employee’s employment with either Buyer. The Seller shall not solicit for employment or the provision of other services, for a period of two (2) years following the Closing Date, any Continuing Employee designated by a Buyer in writing to the Seller within ten (10) days following the Closing Date; provided, however, that the foregoing restriction shall not apply to any general solicitations not directed to any such individualtime.

Continuing Employees. All On the Closing Date, Employees who accept employment with Purchaser will be considered to have resigned from their employment with Seller and Purchaser shall thereafter employ all such Continuing Employees on terms and conditions no less favorable than those provided to similarly situated employees of Purchaser. Notwithstanding the foregoing, the Employees shall cease be offered such employment positions, base salary and grants by Purchaser of such number of restricted stock units, to be employees settled in shares of Seller and its Affiliates as of the time immediately preceding their Employment Date and shall become employees of Xxxxx Tulsa or HEP TulsaPurchaser common stock with no cash consideration to be paid by Employees for such shares, as applicableset forth in a schedule previously provided and consented to by the Seller prior to the signing of this Agreement. Additionally and notwithstanding the foregoing, as of their Employment Date andnothing in this Section 7.12(a) is intended to limit Purchaser’s ability and discretion, at such timeany time on and after the Closing Date, to change or amend the applicable Buyer shall, subject to Section 6.3.13, assume and be responsible for and indemnify and hold harmless the Seller and its Affiliates against payment base salary of all salaries Continuing Employees or wages and benefits and all any other claims, costs, expenses and Liabilities relating to the Continuing Employees’ employment with or termination terms of employment with that Buyer and its Affiliates that arise on or after their Employment Date. Subject to Section 6.3.2 and Section 6.3.3, the Seller shall retain Liability and be responsible for and indemnify and hold harmless the Buyers against all salaries or wages and benefits and all other claims, costs, expenses and Liabilities related to or arising out of Seller’s employment decisions or practices relating to its employment or termination any of the Continuing Employees prior to their Employment Date. Subject to Section 6.3.13or adopt, nothing in this Agreement shall limit 77 the right of a Buyer that initially employs a Continuing Employee to later terminate the employment of that Continuing Employee following his change or her Employment Dateamend any plan, with program, policy, practice, contract, agreement or other arrangement providing for compensation or employee benefits, including without cause; providedlimitation severance, howevertermination pay, that the Buyers and their Affiliates shall not terminate the employment of a Continuing Employee or take any other action if such termination or action gives rise to any obligation or Liability on behalf of the Seller or any of its Affiliates under the WARN Act (including penalties under the WARN Act and any pay made in lieu of WARN Actdeferred compensation, performance awards, stock-required notice). For purposes of clarity, it is agreed that any termination of employment by the Seller or its Affiliates of any Current Employee or Retained Employee shall not relieve the Buyers and their Affiliates of their obligations not to terminate the employment of a Continuing Employee or take any other action with respect to a Continuing Employeerelated awards, or reduce fringe benefits. After the Buyers’ Liability with respect theretodate of this Agreement, if such termination or action by the Buyers will give rise Seller shall permit Purchaser to any obligation or Liability under the WARN Act on behalf of the Seller or any of its Affiliates. The Seller waives any claims against the Buyers and the Continuing Employees arising under any employment, confidentiality or non-disclosure agreement, or non-competition agreement between any such Continuing Employee and the Seller review employee files (to the extent that not in violation of Applicable Law), compensation data, and job information for the Employees. After the date of this Agreement, Seller shall promptly provide Purchaser with copies of the employment files of all Employees and shall promptly provide any breach additional information about such Employees upon Purchaser’s reasonable request (in each case to the extent not in violation of Applicable Law). After the date of this Agreement, Seller shall permit Purchaser to contact and meet with all Employees at Seller’s premises during normal business hours, and Seller shall cooperate fully with Purchaser in all such respects. After the date of this Agreement, if Purchaser believes there is an employee of Seller dedicated to the Acquired Business who was not previously identified, then Seller may, in its reasonable discretion, permit Purchaser to offer employment to such individual subject to the terms applicable hereunder to an Employee. Purchaser shall be responsible for any liability arising out of its decision to hire or retain, or not hire or not retain, any Employee or contractor (in each case excluding any severance obligations, other than as set forth in Section 7.12(f)(ii), on account of Seller’s termination of such Continuing Employee’s employment, confidentiality Employee or non-competition agreement is with respect to the information or matters relating to the Business or the Assets required for such Continuing Employee’s employment with either Buyer. The Seller shall not solicit for employment or the provision of other services, for a period of two (2) years following the Closing Date, any Continuing Employee designated by a Buyer in writing to the Seller within ten (10) days following the Closing Date; provided, however, that the foregoing restriction shall not apply to any general solicitations not directed to any such individualcontractor).

Continuing Employees. All Continuing Employees shall cease to be employees of Seller and its Affiliates as Effective with the entry of the time immediately preceding their Employment Date Confirmation Order, Sellers shall provide Buyer with access to all records of employees employed by any Seller upon the terms and conditions set forth in this Agreement. Buyer shall become be entitled to conduct oneon-one meetings with select employees of Xxxxx Tulsa or HEP Tulsa, as applicable, as of their Employment Date and, at such time, the applicable Buyer shall, subject to Section 6.3.13, assume and be responsible for and indemnify and hold harmless the employed by any Seller and its Affiliates against payment of all salaries or wages and benefits and all other claims, costs, expenses and Liabilities relating to the Continuing Employees’ employment with or termination of employment with that Buyer and its Affiliates that arise on or after the entry of the Confirmation Order at such times as Buyer shall reasonably request, and at such location as shall be reasonably acceptable to Buyer and Sellers. In connection therewith, Sellers shall provide Buyer with access to complete personnel files of all employees employed by any Seller, provided such access and disclosure does not violate any Laws. Following entry of the Confirmation Order, the parties may mutually agree that Sellers provide Buyer with space at the Real Property upon which Buyer may establish an information center to be staffed and equipped by Buyer at its sole cost and expense. After entry of the Confirmation Order, Buyer shall also be entitled to make general distributions to all employees employed by any Seller of newsletters, brochures and other information relating to this transaction and their Employment operations and the operations of their Affiliates. Such distributions may include distributions through the information center or by direct mail to those employees. Within five (5) days before the Closing, Buyer shall provide Sellers (i) a written list of all employees of Sellers that Buyer intends to hire immediately after the Closing (collectively, the "Continuing Employees"); and (ii) a written list of all employees that Buyer does not intend to hire as of and after the Closing (collectively, the "Affected Employees"). Except with respect to the Assumed PTO, Buyer shall not be liable for any severance, vacation pay, or accrued compensation relating to any Continuing Employees or Affected Employees for services rendered prior to the Closing Date. Subject While it is the current intention of Buyer to Section 6.3.2 and Section 6.3.3, the Seller shall retain Liability and be responsible for and indemnify and hold harmless the Buyers against all salaries or wages and benefits and all other claims, costs, expenses and Liabilities related to or arising out of Seller’s employment decisions or practices relating to its employment or termination of hire the Continuing Employees prior to their Employment Date. Subject to Section 6.3.13on an at-will basis following the Closing, nothing in this Agreement the parties acknowledge and agree that Buyer shall limit 77 have the right of a Buyer that initially employs a Continuing Employee to later terminate the employment of that Continuing Employee following his or her Employment Date, with or without cause; provided, however, that the Buyers and their Affiliates shall not terminate the employment of a Continuing Employee or take any other action if such termination or action gives rise to any obligation or Liability on behalf of the Seller or any of its Affiliates under the WARN Act (including penalties under the WARN Act and any pay made in lieu of WARN Act-required notice). For purposes of clarity, it is agreed that any termination of employment by the Seller or its Affiliates of any Current Employee or Retained Employee shall not relieve the Buyers and their Affiliates of their obligations not to terminate the employment of a Continuing Employee or take any other action with respect to a Continuing Employee, or reduce the Buyers’ Liability with respect thereto, if such termination or action by the Buyers will give rise to any obligation or Liability under the WARN Act on behalf of the Seller or any of its Affiliates. The Seller waives any claims against the Buyers and the Continuing Employees arising under any employment, confidentiality or non-disclosure agreement, or non-competition agreement between any such Continuing Employee and at any time at or after the Closing. Neither Seller to the extent that any breach of such Continuing Employee’s employment, confidentiality shall interfere or non-competition agreement is compete with Buyer with respect to the information or matters relating to the Business or the Assets required for such Continuing Employee’s employment with either Buyer. The Seller shall not solicit for employment or the provision of other services, for a period of two (2) years following the Closing Date, any Continuing Employee designated by a Buyer in writing after the Closing, and shall cooperate with Buyer with respect to the Seller within ten (10) days following the Closing Date; provided, however, that the foregoing restriction shall not apply to any general solicitations not directed to any such individualemployment of Employees by Buyer.

Continuing Employees. All Continuing On the Closing Date, Employees shall cease who accept employment with Purchaser will be considered to be employees have resigned from their employment with Seller or one of Seller and its Affiliates as of the time immediately preceding their Employment Date and shall become employees of Xxxxx Tulsa or HEP TulsaSubsidiaries, as applicable, and Purchaser shall thereafter, either directly or through one of its subsidiaries, employ all such Continuing Employees on terms and conditions no less favorable than those provided to similarly situated employees of Purchaser. Notwithstanding the foregoing, the Employees shall be offered such employment positions, base salary and grants by Purchaser of such number of restricted stock units, to be settled in shares of Purchaser common stock with no cash consideration to be paid by Employees for such shares, as set forth in a schedule previously provided and consented to by the Seller prior to the signing of their Employment Date andthis Agreement. Additionally and notwithstanding the foregoing, nothing in this Section 7.12(a) is intended to limit Purchaser’s ability and discretion, at such timeany time on and after the Closing Date, to change or amend the applicable Buyer shall, subject to Section 6.3.13, assume and be responsible for and indemnify and hold harmless the Seller and its Affiliates against payment base salary of all salaries Continuing Employees or wages and benefits and all any other claims, costs, expenses and Liabilities relating to the Continuing Employees’ employment with or termination terms of employment with that Buyer and its Affiliates that arise on or after their Employment Date. Subject to Section 6.3.2 and Section 6.3.3, the Seller shall retain Liability and be responsible for and indemnify and hold harmless the Buyers against all salaries or wages and benefits and all other claims, costs, expenses and Liabilities related to or arising out of Seller’s employment decisions or practices relating to its employment or termination any of the Continuing Employees prior to their Employment Date. Subject to Section 6.3.13or adopt, nothing in this Agreement shall limit 77 the right of a Buyer that initially employs a Continuing Employee to later terminate the employment of that Continuing Employee following his change or her Employment Dateamend any plan, with program, policy, practice, contract, agreement or other arrangement providing for compensation or employee benefits, including without cause; providedlimitation severance, howevertermination pay, that the Buyers and their Affiliates shall not terminate the employment of a Continuing Employee or take any other action if such termination or action gives rise to any obligation or Liability on behalf of the Seller or any of its Affiliates under the WARN Act (including penalties under the WARN Act and any pay made in lieu of WARN Actdeferred compensation, performance awards, stock-required notice). For purposes of clarity, it is agreed that any termination of employment by the Seller or its Affiliates of any Current Employee or Retained Employee shall not relieve the Buyers and their Affiliates of their obligations not to terminate the employment of a Continuing Employee or take any other action with respect to a Continuing Employeerelated awards, or reduce fringe benefits. After the Buyers’ Liability with respect theretodate of this Agreement, if such termination or action by the Buyers will give rise Seller shall permit Purchaser to any obligation or Liability under the WARN Act on behalf of the Seller or any of its Affiliates. The Seller waives any claims against the Buyers and the Continuing Employees arising under any employment, confidentiality or non-disclosure agreement, or non-competition agreement between any such Continuing Employee and the Seller review employee files (to the extent that not in violation of Applicable Law), compensation data, and job information for the Employees. After the date of this Agreement, Seller shall promptly provide, or cause its Subsidiaries to provide, Purchaser with copies of the employment files of all Employees and shall promptly provide any breach additional information about such Employees upon Purchaser’s reasonable request (in each case to the extent not in violation of Applicable Law). After the date of this Agreement, Seller shall permit Purchaser to contact and meet with all Employees at Seller’s premises during normal business hours, and Seller shall cooperate fully with Purchaser in all such respects. After the date of this Agreement, if Purchaser believes there is an employee of Seller dedicated to the Acquired Business who was not previously identified, then Seller may, in its reasonable discretion, permit Purchaser to offer employment to such individual subject to the terms applicable hereunder to an Employee. Purchaser shall be responsible for any liability arising out of its decision to hire or retain, or not hire or not retain, any Employee or contractor (in each case excluding any severance obligations, other than as set forth in Section 7.12(f)(ii), on account of Seller’s termination of such Continuing Employee’s employment, confidentiality Employee or non-competition agreement is with respect to the information or matters relating to the Business or the Assets required for such Continuing Employee’s employment with either Buyer. The Seller shall not solicit for employment or the provision of other services, for a period of two (2) years following the Closing Date, any Continuing Employee designated by a Buyer in writing to the Seller within ten (10) days following the Closing Date; provided, however, that the foregoing restriction shall not apply to any general solicitations not directed to any such individualcontractor).

Continuing Employees. All Continuing Seller shall take all necessary action to ensure that upon the Closing, (i) all Employees will cease to participate in, and (ii) the Company and/or its Subsidiaries shall cease to be employees of Seller and its Affiliates as “participating employers” (or comparable participating entities) under, each of the time immediately preceding their Employment Date and shall become employees of Xxxxx Tulsa or HEP Tulsa, as applicable, as of their Employment Date and, at such time, the applicable Buyer shall, subject to Section 6.3.13, assume and be responsible for and indemnify and hold harmless the Seller and its Affiliates against payment of all salaries or wages and benefits and all other claims, costs, expenses and Liabilities relating to the Continuing Employees’ employment with or termination of employment with that Buyer and its Affiliates that arise on or after their Employment Date. Subject to Section 6.3.2 and Section 6.3.3, the Seller shall retain Liability and be responsible for and indemnify and hold harmless the Buyers against all salaries or wages and benefits and all other claims, costs, expenses and Liabilities related to or arising out of Seller’s employment decisions or practices relating to its employment or termination of the Continuing Employees prior to their Employment Date. Subject to Section 6.3.13, nothing in this Agreement shall limit 77 the right of a Buyer that initially employs a Continuing Employee to later terminate the employment of that Continuing Employee following his or her Employment Date, with or without causeBenefit Plans; provided, however, that Seller shall continue to provide benefits under Seller Benefit Plans to the Buyers Continuing Employees (as defined below) and their any Employees hired following the date of the Closing under the Seller Benefit Plans set forth on Schedule 6.03(a) for the period beginning upon the Closing and through December 31, 2010, to the extent to which the Continuing Employees participate in each such Seller Benefit Plan immediately prior to the Closing. Buyer will reimburse Seller for Seller’s actual costs (determined based on premium or self-insured equivalent rates) in providing such benefits promptly, but in no event later than thirty (30) days after receipt of Seller’s invoice for such costs. In addition, to the extent that Seller or any Seller Benefit Plan incurs any cost, expense or other Loss resulting from any Seller Benefit Plan being characterized by an appropriate Governmental Authority as a “multi-employer welfare arrangement” (within the meaning of ERISA), Buyer shall indemnify and hold Seller harmless against such cost, expense or other Loss and shall promptly reimburse any such amounts to Seller upon receipt of notice thereof from Seller. From and after the date through which such benefits continue, Seller shall retain all obligations and liabilities under the Seller Benefit Plans, and neither Buyer nor any of its Affiliates shall not terminate the employment of a Continuing Employee or take any other action if such termination or action gives rise to will have any obligation or Liability on behalf liability with respect thereto. Neither the Buyer nor any of its Affiliates shall assume sponsorship or any liability with respect to any of the Seller Benefit Plans or any part thereof, and no Seller Benefit Plan and no assets of any Seller Benefit Plan will be transferred to Buyer or any of its Affiliates under the WARN Act (including penalties under the WARN Act and any pay made in lieu of WARN Act-required notice). For purposes of clarity, it is agreed that any termination of employment by the Seller or its Affiliates of any Current Employee or Retained Employee shall not relieve the Buyers and their Affiliates of their obligations not to terminate the employment of a Continuing Employee or take any other action with respect to a Continuing Employee, or reduce the Buyers’ Liability with respect thereto, if such termination or action by the Buyers will give rise to any obligation or Liability under the WARN Act on behalf plan of the Seller Buyer or any of its Affiliates. The Seller waives Upon the Closing, each individual who is an employee of the Company and/or any claims against the Buyers and the Continuing Employees arising under any employment, confidentiality or non-disclosure agreement, or non-competition agreement between any such Continuing Employee and the Seller of its Subsidiaries (an “Employee”) immediately prior to the extent that any breach Closing shall continue as an employee of such the Company or one of its Subsidiaries or Affiliates immediately after the Closing (each, a “Continuing Employee’s employment”). For purposes of this Section 6.03(a), confidentiality or non-competition agreement is with respect to the information or matters relating to the Business or the Assets required for such Continuing term “Employee’s employment with either Buyer. The Seller ” shall not solicit for employment or the provision of other servicesinclude any individual who, for a period of two (2) years following on the Closing Date, is on an authorized medical or short-term (but not long-term) disability leave of absence or any other approved leave of absence from the Company or any of its Subsidiaries who return to full time status within six (6) months after the Closing. Nothing contained in this Section 6.03(a) shall limit the right of Buyer or any of its Affiliates to terminate the employment of any Continuing Employee designated by a Buyer in writing to after the Seller within ten (10) days following the Closing Date; provided, however, that the foregoing restriction shall not apply to any general solicitations not directed to any such individualClosing.

Continuing Employees. The Seller will terminate its employment of each Continuing Employee effective as of the date preceding each such Continuing Employee’s Employment Date. All Continuing Employees shall cease to be employees of Seller and its Affiliates as of the time immediately preceding their Employment Date and shall become employees of Xxxxx Tulsa or HEP Tulsa, as applicable, the Buyer as of their Employment Date and, at such time, the applicable Buyer shall, subject to Section 6.3.136.5.14, assume and be responsible for and indemnify and hold harmless the Seller and its Affiliates against payment of all salaries or wages and benefits and all other claims, costs, expenses and Liabilities relating to the Continuing Employees’ employment with or termination of employment with that the Buyer and its Affiliates that arise on or after their Employment Date. Subject to Section 6.3.2 and Section 6.3.3, the The Seller shall retain Liability and be responsible for and indemnify and hold harmless the Buyers Buyer against all salaries or wages and benefits and all other claims, costs, expenses and Liabilities related to or arising out of Seller’s employment decisions or practices relating to its employment or termination of the Continuing Employees prior to their Employment Date. Subject to Section 6.3.136.5.14, nothing in this Agreement shall limit 77 the right of a the Buyer that initially employs a Continuing Employee to later terminate the employment of that any Continuing Employee following his or her Employment Date, with or without cause; provided, however, that the Buyers and their Affiliates shall not terminate the employment of a Continuing Employee or take any other action if such termination or action gives rise to any obligation or Liability on behalf of the Seller or any of its Affiliates under the WARN Act (including penalties under the WARN Act and any pay made in lieu of WARN Act-required notice). For purposes of clarity, it is agreed that any termination of employment by the Seller or its Affiliates of any Current Employee or Retained Employee shall not relieve the Buyers and their Affiliates of their obligations not to terminate the employment of a Continuing Employee or take any other action with respect to a Continuing Employee, or reduce the Buyers’ Liability with respect thereto, if such termination or action by the Buyers will give rise to any obligation or Liability under the WARN Act on behalf of the Seller or any of its Affiliates. The Seller waives any claims against the Buyers Buyer and the Continuing Employees arising under any employment, confidentiality or non-disclosure agreement, or non-competition agreement between any such Continuing Employee and the Seller to the extent that any breach of such Continuing Employee’s employment, confidentiality or non-competition agreement is with respect to the information or matters relating to the Business or the Assets required for such Continuing Employee’s employment with either BuyerSeller. The Seller shall not solicit for employment or the provision of other services, hire or otherwise engage, for a period of two three (23) years following the Closing Date, any Current Employee not on long-term disability on the Closing Date, Continuing Employee or Leased Personnel designated by a the Buyer in a writing to the Seller within ten (10) days following the Closing Date; provided, however, that the foregoing restriction shall not apply to any general solicitations not directed to any such individual.. 6.5.5

Continuing Employees. All Continuing Employees shall cease to be employees (i) Section 2.15(a) of the Seller and its Affiliates Disclosure Schedule sets forth, as of the time immediately preceding their Employment Date date hereof, all Business Employees who are expected to transfer to or be employed by Buyer or an Affiliate of Buyer (including the Company and shall become employees the Australian Subsidiary) in connection with the transactions contemplated by this Agreement (the “Current Business Employees Schedule”). Xxxxx and Seller agree to the additional covenants by and between Xxxxx and Seller with respect to the Current Business Employees Schedule set forth on Section 4.5(a)(i) of Xxxxx Tulsa or HEP Tulsa, as applicable, as of their Employment Date and, at such time, the applicable Buyer shall, subject to Section 6.3.13, assume and be responsible for and indemnify and hold harmless the Seller and its Affiliates against payment of all salaries or wages and benefits and all other claims, costs, expenses and Liabilities relating Disclosure Schedule. On the date that is three (3) Business Days prior to the Continuing Employees’ employment with or termination of employment with that Buyer and its Affiliates that arise on or after their Employment Date. Subject to Section 6.3.2 and Section 6.3.3Closing, the Seller shall retain Liability provide Buyer with an updated Current Business Employees Schedule as of such date and that also takes into account Section 4.5(a)(i) of the Seller Disclosure Schedule, so that Buyer and Seller have as nearly as possible a final list of the Business Employees who will transfer to or be employed by Buyer or an Affiliate of Buyer (including the Company) at least three (3) Business Days prior to the Closing Date (such list of Business Employees, subject to any updates thereto to reflect any changes in the Business Employees following the date thereof and prior to the Closing, being the “In-Scope Employee Schedule” and with such Business Employees set forth on the final In-Scope Employees Schedule hereinafter referred to as the “In-Scope Employees” and each an “In-Scope Employee”. (ii) Seller shall (A) effective as of no later than immediately prior to the Closing, transfer the employment of each U.S. In-Scope Employee who is not employed by the Company to the Company and, subject to applicable local Law, each Australian In-Scope Employee who is not employed by the Australian Subsidiary to the Australian Subsidiary, (B) effective as of no later than immediately prior to the Closing, and to the extent applicable, transfer the employment of any U.S. Business Employee to Seller or another Affiliate (other than the Company) to satisfy those obligations set forth in Section 4.5(a)(i) of the Seller Disclosure Schedule; and (C) effective as of no later than immediately prior to the Closing, and to the extent applicable, transfer the employment of any U.S. In-Scope Employee who is on short-term disability or long-term disability under a Seller Plan (each, an “U.S. Inactive Business Employee”) as of the Closing to Seller or another Affiliate of Seller (other than the Company). Unless otherwise required by applicable Law, Buyer or an Affiliate of Buyer, including the Company, or any PEO shall make a written offer of employment (consistent with the terms of this Section 4.5 and assuming for purposes of this covenant that the U.S. Inactive Business Employee is a Continuing Employee) to any U.S. Inactive Business Employee who is able to return to work within six (6) months following the Closing Date (or such later date as required by applicable Law) (any such employee, a “Return Offer Employee” and the date on which any such employee’s employment commences with Buyer or an Affiliate of Buyer, or any PEO, following the Closing, the “U.S. Delayed Transfer Date”). Seller shall be responsible for all Liabilities, costs and indemnify and hold harmless expenses associated with (I) the Buyers against all salaries or wages and benefits and all other claims, costs, expenses and Liabilities related to or arising out transfers of Seller’s employment decisions or practices relating to its employment or termination of the Continuing U.S. In-Scope Employees prior to their Employment Date. Subject to Section 6.3.13, nothing in this Agreement shall limit 77 the right of a Buyer that initially employs a Continuing Employee to later terminate the employment of that Continuing Employee following his or her Employment Date, with or without cause; provided, however, that the Buyers and their Affiliates shall not terminate the employment of a Continuing Employee or take any other action if such termination or action gives rise to any obligation or Liability on behalf of the Seller or any of its Affiliates under the WARN Act (including penalties under the WARN Act and any pay made in lieu of WARN Act-required notice). For purposes of clarity, it is agreed that any termination of employment by the Seller or its Affiliates of any Current Employee or Retained Employee shall not relieve the Buyers and their Affiliates of their obligations not to terminate the employment of a Continuing Employee or take any other action with respect to a Continuing Employee, or reduce the Buyers’ Liability with respect thereto, if such termination or action by the Buyers will give rise to any obligation or Liability under the WARN Act on behalf of the Seller or any of its Affiliates. The Seller waives any claims against the Buyers Company and the Continuing Australian In-Scope Employees arising under any employment, confidentiality or non-disclosure agreement, or non-competition agreement between any such Continuing Employee and the Seller to the extent that any breach of such Continuing Employee’s employment, confidentiality or non-competition agreement is with respect to the information or matters relating to the Business or the Assets required for such Continuing Employee’s employment with either Buyer. The Seller shall not solicit for employment or the provision of other services, for a period of two (2) years following the Closing Date, any Continuing Employee designated by a Buyer in writing to the Seller within ten (10) days following the Closing Date; provided, however, that the foregoing restriction shall not apply to any general solicitations not directed to any such individual.the

Continuing Employees. All Continuing Employees shall cease to be employees of Seller and its Affiliates as Effective with the entry of the time immediately preceding their Employment Date Confirmation Order, Sellers shall provide Buyer with access to all records of employees employed by any Seller upon the terms and conditions set forth in this Agreement. Buyer shall become be entitled to conduct oneon-one meetings with select employees of Xxxxx Tulsa or HEP Tulsa, as applicable, as of their Employment Date and, at such time, the applicable Buyer shall, subject to Section 6.3.13, assume and be responsible for and indemnify and hold harmless the employed by any Seller and its Affiliates against payment of all salaries or wages and benefits and all other claims, costs, expenses and Liabilities relating to the Continuing Employees’ employment with or termination of employment with that Buyer and its Affiliates that arise on or after the entry of the Confirmation Order at such times as Buyer shall reasonably request, and at such location as shall be reasonably acceptable to Buyer and Sellers. In connection therewith, Sellers shall provide Buyer with access to complete personnel files of all employees employed by any Seller, provided such access and disclosure does not violate any Laws. Following entry of the Confirmation Order, the parties may mutually agree that Sellers provide Buyer with space at the Real Property upon which Xxxxx may establish an information center to be staffed and equipped by Buyer at its sole cost and expense. After entry of the Confirmation Order, Buyer shall also be entitled to make general distributions to all employees employed by any Seller of newsletters, brochures and other information relating to this transaction and their Employment operations and the operations of their Affiliates. Such distributions may include distributions through the information center or by direct mail to those employees. Within five (5) days before the Closing, Buyer shall provide Sellers (i) a written list of all employees of Sellers that Buyer intends to hire immediately after the Closing (collectively, the "Continuing Employees"); and (ii) a written list of all employees that Xxxxx does not intend to hire as of and after the Closing (collectively, the "Affected Employees"). Except with respect to the Assumed PTO, Buyer shall not be liable for any severance, vacation pay, or accrued compensation relating to any Continuing Employees or Affected Employees for services rendered prior to the Closing Date. Subject While it is the current intention of Buyer to Section 6.3.2 and Section 6.3.3, the Seller shall retain Liability and be responsible for and indemnify and hold harmless the Buyers against all salaries or wages and benefits and all other claims, costs, expenses and Liabilities related to or arising out of Seller’s employment decisions or practices relating to its employment or termination of hire the Continuing Employees prior to their Employment Date. Subject to Section 6.3.13on an at-will basis following the Closing, nothing in this Agreement the parties acknowledge and agree that Buyer shall limit 77 have the right of a Buyer that initially employs a Continuing Employee to later terminate the employment of that Continuing Employee following his or her Employment Date, with or without cause; provided, however, that the Buyers and their Affiliates shall not terminate the employment of a Continuing Employee or take any other action if such termination or action gives rise to any obligation or Liability on behalf of the Seller or any of its Affiliates under the WARN Act (including penalties under the WARN Act and any pay made in lieu of WARN Act-required notice). For purposes of clarity, it is agreed that any termination of employment by the Seller or its Affiliates of any Current Employee or Retained Employee shall not relieve the Buyers and their Affiliates of their obligations not to terminate the employment of a Continuing Employee or take any other action with respect to a Continuing Employee, or reduce the Buyers’ Liability with respect thereto, if such termination or action by the Buyers will give rise to any obligation or Liability under the WARN Act on behalf of the Seller or any of its Affiliates. The Seller waives any claims against the Buyers and the Continuing Employees arising under any employment, confidentiality or non-disclosure agreement, or non-competition agreement between any such Continuing Employee and at any time at or after the Closing. Neither Seller to the extent that any breach of such Continuing Employee’s employment, confidentiality shall interfere or non-competition agreement is compete with Buyer with respect to the information or matters relating to the Business or the Assets required for such Continuing Employee’s employment with either Buyer. The Seller shall not solicit for employment or the provision of other services, for a period of two (2) years following the Closing Date, any Continuing Employee designated by a Xxxxx after the Closing, and shall cooperate with Buyer in writing with respect to the Seller within ten (10) days following the Closing Date; provided, however, that the foregoing restriction shall not apply to any general solicitations not directed to any such individualemployment of Employees by Xxxxx.