Common use of Employee and Benefit Matters Clause in Contracts

Employee and Benefit Matters. (i) Seller or RVEP shall make available to Buyer all U.S. Employees to discuss potential employment with Buyer or an Affiliate of Buyer (such entity that makes employment offers being the “Buyer Employer”). Seller shall provide Buyer with an updated list of the U.S. Employees within five (5) days of the date upon which any change therein has occurred. On or before the Closing Date, but effective as of the Closing Date, and conditioned upon the occurrence of the Closing, Buyer shall cause the Buyer Employer to make offers of employment to the U.S. Employees who are employed by Seller or RVEP immediately prior to the Closing Date, and who are selected by the Buyer Employer in its sole discretion upon written notice to Seller at least five days prior to the Closing Date. The terms and conditions of each such offer of employment shall be on terms and conditions determined by the Buyer Employer, in its sole discretion, that are consistent with the provisions of this Section 6.3(f). All offers of employment shall be subject to the Buyer Employer’s policies concerning background and security checks and drug/substance abuse testing. As used in this Agreement, the term “Continuing Employees” means each U.S. Employee who accepts an offer of employment from the Buyer Employer as provided in the preceding provisions of this paragraph and reports to work and commences active duty for the Buyer Employer. The “Hire Date” for each U.S. Employee who accepts an employment offer from the Buyer Employer pursuant to the terms of this paragraph and who actually becomes employed by the Buyer Employer in accordance with such offer shall be the Closing Date.

Employee and Benefit Matters. (ia) Seller or RVEP shall make available to Buyer all U.S. Employees to discuss potential employment with Buyer or an Affiliate one of Buyer (such entity that makes its Affiliates shall offer employment offers being the “Buyer Employer”). to each Seller shall provide Buyer with an updated list of the U.S. Employees Employee within forty-five (545) days after the execution of the date upon which any change therein has occurred. On or before the Closing Date, but effective as of the Closing Datethis Agreement, and conditioned upon the occurrence of the in any event prior to Closing, Buyer shall cause and to each Off-Site Employee that it wishes to offer employment within sixty (60) days after the Buyer Employer to make offers execution of employment to the U.S. Employees who are employed by Seller or RVEP immediately this Agreement, and in any event prior to the Closing Date, and who are selected by the Buyer Employer in its sole discretion upon written notice Closing. Each such offer to a Seller at least five days prior to the Closing Date. The Employee shall include terms and conditions of each such offer of employment shall be on terms and conditions provisions determined by the Buyer Employer, in or its sole discretion, Affiliate that are consistent with the provisions of this Section 6.3(f5.9 (and may be conditioned upon the occurrence of the Closing and such individual’s passage of any customary pre-employment background check and drug tests). Within sixty (60) days after the execution of this Agreement, and in any event prior to Closing, Buyer shall notify Seller as to each Seller Employee who has accepted employment with Buyer or any of its Affiliates and satisfied the applicable pre-hire requirements (each, a “Transferred Employee”), and each Seller Employee who has rejected Buyer’s offer of employment or not satisfied such requirements. Each Transferred Employee shall cease to be employed by Seller as of such Transferred Employee’s Hiring Time. Buyer shall indemnify and hold harmless Seller and its Affiliates with respect to all Liabilities arising out of Buyer’s (or any of Buyer’s Affiliates’) actions or omissions with regard to employee selection and the employment offer process described in this Section 5.9(a) (including any claim of discrimination or other illegality in such selection and offer process, and including any Liability that Seller or any of its Affiliates may incur under the U.S. Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder, or any similar state or other Law as a result of any act or omission of Buyer occurring after the Closing). The employment with Buyer or an Affiliate of Buyer of each Transferred Employee shall be effective as of the Hiring Time and shall continue for at least two years thereafter; provided, however, that on such date such Transferred Employee is actively at work or is on an active employee status (and not designated as inactive or on short-term disability leave, long-term disability leave or on other leave). With respect to each Seller Employee who fails to become a Transferred Employee as of the Closing because he or she is on inactive status (including due to any short-term disability, long-term disability or other leave), Buyer shall, or shall cause its Affiliates to, at the time such Seller Employee is ready and available to return to active employment status (so long as such date occurs within 180 days after the Closing or such additional time required by Law), provide such Seller Employee with employment in a position comparable to that which the individual had prior to the commencement of his or her absence from active employment, which employment shall continue for at least two years thereafter (the Closing or such other time each Transferred Employee otherwise begins employment with Buyer or its Affiliate, as applicable, is referred to as his or her “Hiring Time”). During the two year period commencing at Closing, Buyer shall not permit a net reduction, due to involuntary attrition, in the employment levels at each Facility below the aggregate number of Transferred Employees employed by Buyer (or Buyer’s Affiliates) immediately after the Closing. Nothing in the foregoing shall affect the right of Seller or Buyer (or Buyer’s Affiliate) to terminate the employment of a Seller Employee for cause at any time. (b) Except with respect to (i) Seller Employees as permitted under Section 5.9(a) and (ii) Off-Site Employees, unless the other Party should agree in writing, neither Seller nor Buyer will, directly or indirectly, in any manner whatsoever, solicit for employment any officer or employee of the other Party who Seller or Buyer learned of in connection with the acquisition contemplated hereby for a period of one year after the date of this Agreement; provided, however, that this sentence shall not apply to any solicitation (or any hiring as a result of any solicitation) that consists of advertising in a newspaper or periodical of general circulation or through the Internet, which advertising is not targeted at the officers or employees of the other Party. (c) Except as set forth on Schedule 5.9(c), effective as of their respective Hiring Times, Transferred Employees shall cease to participate in all Seller Employee Benefit Plans; provided, however, that Seller or an Affiliate of Seller shall pay, in accordance with Seller’s or such Affiliate’s customary practice, to all Transferred Employees, all accrued salary or wages, including overtime, and all accrued incentive bonus, vacation pay or other employment benefits to which they are entitled under the Seller Benefit Plans as of their applicable Hiring Time. Neither Buyer nor any of its Affiliates shall assume or have any Liability with respect to any of the Seller Employee Benefit Plans. (d) For the two (2) year period commencing on each Transferred Employee’s Hiring Time, Buyer or an Affiliate of Buyer shall provide such Transferred Employee with (i) a base salary or wage rate that is not less than such Transferred Employee’s base salary or wage rate that was in effect for such Transferred Employee immediately prior to such Transferred Employee’s Hiring Time, and (ii) benefits and other compensation that are at least as favorable in the aggregate as the benefits and other compensation provided to such Transferred Employee immediately prior to such Transferred Employee’s Hiring Time. Notwithstanding the foregoing, Buyer shall cause, or with respect to subsection (B) use commercially reasonable efforts to cause, each Transferred Employee and his or her eligible dependents (including all such Transferred Employee’s dependents) covered immediately prior to the Closing by a group health plan maintained by Seller or an Affiliate of Seller to be covered under a group health plan maintained by Buyer or an Affiliate of Buyer that (A) provides major medical and dental benefits coverages to the Transferred Employee and such eligible dependents effective immediately upon the Hiring Time and (B) credits such Transferred Employee, for the year during which such coverage under such group health plan begins, with any deductibles and co-payments already incurred during such year under a group health plan maintained by Seller or an Affiliate of Seller; provided, however, that for purposes of applying this clause (B) with respect to any Transferred Employee, the Transferred Employee shall be responsible for providing the necessary information to Buyer based on explanation of benefit forms received by the Transferred Employee from the group health plan maintained by Seller or an Affiliate of Seller. Buyer or an Affiliate of Buyer shall recognize each Transferred Employee’s years of company service prior to the applicable Hiring Time with Seller and its Affiliates for purposes of vesting or other benefit/coverage eligibility (including eligibility for retiree benefits/coverages), benefit accrual (with the exception of benefits accrued pursuant to any Buyer or Buyer Affiliate “defined benefit pension plan” as defined in ERISA Section 3(35)), and benefit determination under all employee benefit and compensation plans and programs maintained after the applicable Hiring Time by Buyer or an Affiliate of Buyer in which such Transferred Employee is permitted to participate, including paid vacation, paid sick time and severance benefits. Buyer shall cause each employee welfare benefit plan or program sponsored by Buyer or an Affiliate of Buyer that the Transferred Employees may be eligible to participate in on or after the Closing to waive any preexisting condition exclusion or restriction with respect to participation and coverage requirements applicable to Transferred Employees. Nothing in the foregoing shall affect the right of Buyer or its Affiliate to terminate the employment of a Transferred Employee for cause at any time, and notwithstanding the foregoing, Buyer shall thereafter have no obligation with respect to any payments, compensation or benefits to such terminated Transferred Employee except as otherwise required by Law. (e) Claims of Transferred Employees and their eligible beneficiaries and dependents for medical, dental, prescription drug, life insurance or other welfare benefits (“Welfare Benefits”) (other than disability benefits) that are incurred before a Transferred Employee’s Hiring Time shall be the sole responsibility of Seller. Claims of Transferred Employees and their eligible beneficiaries and dependents for Welfare Benefits (including disability benefits) that are incurred from and after a Transferred Employee’s Hiring Time shall be the sole responsibility of Buyer and its Affiliates. For purposes of this paragraph, a medical/dental claim shall be considered incurred on the date when the medical/dental services are rendered or medical/dental supplies are provided, and not when the condition arose or when the course of treatment began. (f) All claims for health care and dependent care flexible spending account benefits submitted after the Closing Date for expenses incurred prior to a Transferred Employee’s Hiring Time by Transferred Employees shall be paid by Seller’s health care and dependent care flexible spending account plan to the extent permitted in accordance with the terms of such plan. (g) Claims for workers’ compensation benefits by or on behalf of Transferred Employees arising out of occurrences prior to a Transferred Employee’s Hiring Time shall be the responsibility of Seller. Claims for workers’ compensation benefits by or on behalf of Transferred Employees arising out of occurrences on or after a Transferred Employee’s Hiring Time shall be the responsibility of Buyer. (h) Nothing herein shall be deemed or construed to (i) give rise to any rights, claims, benefits, or causes of action to a Seller Employee or Off-Site Employee or make any Seller Employee or Off-Site Employee a third-party beneficiary hereof, or (ii) prevent, restrict, or limit Seller, Seller’s Affiliates, Buyer or Buyer’s Affiliates, following the Closing Date, from modifying or terminating any of its benefit plans, programs or policies from time to time as it may deem appropriate, subject only to compliance with the express provisions of this Section 5.9. (i) From and after the Closing Date, Buyer shall provide, or shall cause any successor to Buyer to provide, to Seller, once per year, reports setting forth (i) the name, birth date, and last four digits of the Social Security Number of each Transferred Employee and each Off-Site Employee who has accepted employment with Buyer or any of its Affiliates, (ii) whether each such Transferred Employee or Off-Site Employee who has accepted employment with Buyer or any of its Affiliates is as of the date of such report employed by Buyer or any of its Affiliates or any successor thereof and (iii) if any such Transferred Employee or Off-Site Employee who has accepted employment with Buyer or any of its Affiliates is not, as of the date of such report, so employed, the date of termination of such Transferred Employee’s or Off-Site Employee’s who has accepted employment with Buyer or any of its Affiliates employment by Buyer or any of its Affiliates or any successor thereof. The foregoing requirement of the frequency of such reports notwithstanding, upon Seller’s reasonable request (no more frequently than four times per calendar year), Buyer shall promptly provide to Seller the information described in clauses (i) through (iii) of this Section 5.9(i) with respect to any Transferred Employee or Off-Site Employee who has accepted employment with Buyer or any of its Affiliates with respect to whom Seller so requests such information. (j) To the extent permitted by applicable Law, Seller shall provide Buyer or its designated Affiliate with those personnel and other records relating to Transferred Employees who become employees of Buyer or its Affiliates. (k) Buyer shall have the right to designate its obligations to make offers of employment pursuant to this Section 5.9 to an Affiliate or a third party designee; provided that such third party designee shall be subject obligated to comply with the Buyer Employer’s policies concerning background and security checks and drug/substance abuse testing. As used in this Agreement, the term “Continuing Employees” means each U.S. Employee who accepts an offer of employment from the Buyer Employer as provided in the preceding provisions of this paragraph Section 5.9 and reports to work and commences active duty for the such designation shall not release Buyer Employer. The “Hire Date” for each U.S. Employee who accepts an employment offer from the Buyer Employer pursuant to the terms any of its obligations under this paragraph and who actually becomes employed by the Buyer Employer in accordance with such offer shall be the Closing DateSection 5.9.

Employee and Benefit Matters. (ia) Schedule 7.5(a) sets forth a list of certain employees of Seller or RVEP its Affiliates (other than any member of the NOARK Group) who have provided services relating to NOARK’s business that Seller and its Affiliates shall make available to Buyer all U.S. Employees to discuss potential employment with Buyer or an Affiliate of Buyer after the Closing (such entity that makes employment offers employees being collectively the “Buyer EmployerEligible Employees”). Seller shall provide Buyer with an updated list of the U.S. Employees within five (5) Within 10 days of after the date upon of this Agreement, Buyer shall offer employment (which any change therein has occurred. On or before the Closing Date, but effective as of the Closing Date, and conditioned upon shall be contingent on the occurrence of the Closing) to each Eligible Employee that Buyer desires to employ, and Buyer shall cause notify Seller in writing of the identities of the Eligible Employees to whom Buyer Employer to make offers has made an offer. Each offer of employment to the U.S. Employees who are employed by Seller or RVEP immediately prior to the Closing Date, and who are selected by the Buyer Employer in its sole discretion upon written notice to Seller at least five days prior to the Closing Date. The terms and conditions of each such offer of employment a Eligible Employee shall be on terms and conditions determined by the Buyer Employer, in its sole discretion, that are consistent with the provisions of this Section 6.3(f7.5 and shall remain open for a period of at least seven days. On or before the date that is three Business Days prior to the Closing Date, Buyer shall notify Seller as to each Eligible Employee who has accepted employment with Buyer and each Eligible Employee who has rejected an offer of such employment. Between the date hereof and the Closing Date, Seller and its Affiliates shall provide Buyer with reasonable access to the Eligible Employees. Seller and its Affiliates shall not take any action to discourage any Eligible Employee from accepting an offer of employment from Buyer. Notwithstanding the foregoing, Buyer acknowledges that Seller will provide information to Xxxx Xxxxx and Xxxxxx Xxxxx that would outline for such Eligible Employees what their duties and compensation would be if they were to remain employees of Seller, and no such action shall be deemed to violate the provisions of the immediately preceding sentence; provided, however, that if such employees remain employees of Seller, then Seller will make such employees available to Buyer to provide services for up to four months after the Closing Date. Seller will provide to Buyer copies of any such information that is provided to either Xxxx Xxxxx or Xxxxxx Xxxxx. Buyer shall indemnify and hold harmless Seller and its Affiliates with respect to all Losses relating to or arising out of the employee selection and employment offer process described in the preceding provisions of this Section 7.5(a) (including any claim of discrimination or other illegality in such selection and offer process). All offers The date of employment commencement with Buyer (the “Hire Date”) of each Eligible Employee who accepts such employment with Buyer shall be the Closing Date; provided, however that with respect to any Eligible Employee to whom an employment offer was made and who does not report for work on the Closing Date because of an illness or injury, Buyer, in its sole discretion, may delay such Eligible Employee’s Hire Date to the date upon which such individual is able to and does commence active duty with Buyer. (b) For a period of at least one year beginning on the Closing Date and subject to the remaining paragraphs of this Section 7.5 and an individual’s continued employment with EAPC, NOARK, Buyer Employer’s policies concerning background and security checks and drug/substance abuse testing. As used in this Agreementor any of their respective Affiliates, the term “Continuing Employees” means Buyer shall cause each U.S. Eligible Employee who accepts an offer of employment from the Buyer Employer as provided in Section 7.5(a) (each, a “Continuing Employee”) to be provided, commencing as of the preceding provisions date the Continuing Employee becomes an employee of this paragraph Buyer or its Affiliates, with (i) base salary or base wage rate (as applicable) on a basis at least equal to 104% of the base salary or base wage rate paid to such Continuing Employee by Seller and reports its Affiliates to work such Continuing Employee immediately prior to Closing and commences active duty (ii) benefits on a basis substantially similar to those provided to similarly situated employees of Buyer and its Affiliates. (c) Buyer shall cause each Continuing Employee and the Continuing Employee’s eligible dependents (including all such Continuing Employee’s dependents covered immediately prior to such Continuing Employee’s Hire Date by a Plan that is a group health plan), to (i) be eligible for coverage under group health, prescription drug, dental and similar type welfare benefit plans maintained by Buyer or an Affiliate thereof or that provide benefits to the Continuing Employee and such eligible dependents, effective as of such Continuing Employee’s Hire Date and (ii) for purposes of satisfying deductibles, out-of-pocket maximums or other similar limitations, credit such Continuing Employee, for the year during which such coverage under such plans begins, with any deductibles, co-insurance and co-payments already incurred during such year under Plans that provide similar benefits; provided, however, that such Continuing Employee shall be responsible for providing the necessary information to Buyer Employerbased on explanation of benefit forms received by the Continuing Employee from the corresponding Plan. (d) Buyer shall cause the employee benefit plans and programs maintained after the Closing by the NOARK Group, Buyer, or Affiliates of Buyer, as the case may be, to recognize each Continuing Employee’s years of service and level of seniority prior to such Continuing Employee’s Hire Date with Seller and Seller’s Affiliates, as the case may be (including service and seniority with any other employer that was recognized by Seller or Seller’s Affiliates, as the case may be), for purposes of terms of employment and eligibility, vesting, benefit accrual, retirement eligibility, and benefit determination under such plans and programs, including paid vacation, paid sick time, severance benefits and employer contribution rates under retirement plans (but excluding accrual of benefits under any defined benefit pension plan), to the same extent as such Continuing Employee was entitled immediately prior to his or her Hire Date to credit for such service for such purposes under any similar employee benefit plan of Seller or its Affiliates. The “Promptly after each Continuing Employee’s Hire Date” for , Seller shall provide written notice to Buyer of such prior service credit. Buyer shall cause each U.S. employee welfare benefit plan or program sponsored by Buyer or one of its Affiliates that a Continuing Employee who accepts an employment offer from may be eligible to participate in on or after the Buyer Employer pursuant Closing Date to waive any preexisting condition exclusion or any proof of insurability requirement with respect to participation and coverage requirements applicable to such Continuing Employee or such employee’s dependents, but only to the terms extent that such exclusions or requirements were not imposed with respect to such Continuing Employee and/or such employee’s dependents under a corresponding plan maintained by Seller or one of this paragraph and who actually becomes employed by the Buyer Employer its Affiliates. (e) Neither Seller nor any of its Affiliates will, unless acting in accordance with Buyer’s prior written consent, for the period beginning on the Closing Date and ending on the date that is two years after the Closing Date, solicit, encourage or induce any Continuing Employee to become an employee of the Seller or any of its Affiliates; provided, however, that the foregoing restriction shall not apply to any general solicitations not directed at any Continuing Employee. (f) Seller shall cause continuation coverage (within the meaning of Section 4980B of the Code and the Treasury regulations thereunder) required to be provided under any group health plan of Seller or its Affiliates to all employees of Seller or its Affiliates (and their dependents) who are M & A qualified beneficiaries (within the meaning assigned to such offer term under Q&A-4 of Treasury regulation Section 54.4980B-9) with respect to the transactions contemplated by this Agreement and who elect such coverage, to be so provided, but only for the duration of the period to which such individuals are entitled to such coverage. (g) Nothing in this Agreement shall require or be construed or interpreted as requiring Buyer or any of its Affiliates to continue the employment of any of their employees (including the Continuing Employees) following the Closing Date, or, except as otherwise required by this Section 7.5, to prevent Buyer or any of its Affiliates from changing the terms and conditions of employment (including compensation and benefits) of any of their employees (including the Continuing Employees) following the Closing Date. (h) If the employment of any Continuing Employee terminates (for any reason other than death, disability, voluntary termination or a termination for cause) within one year of the Closing Date, then Buyer shall provide such Continuing Employee with the severance benefits described on Schedule 7.5(h). Seller shall promptly reimburse Buyer for any such severance benefit payments and for any reasonable costs and expenses (including employment taxes imposed on the employer) incurred by Buyer in connection with providing such severance benefits.

Employee and Benefit Matters. (i) Seller or RVEP shall make available to Buyer all U.S. Employees Business Employees, as set forth on Schedule 4.6(a), to discuss potential employment with Buyer or an Affiliate of Buyer (such entity that makes employment offers being the “"Buyer Employer”"). Seller shall provide Buyer with an updated list of the U.S. Business Employees within five (5) days of the date upon which any change therein has occurred. On or before the Closing Date, but effective as of the Closing Date, Date and conditioned upon the occurrence of the Closing, Buyer shall cause the Buyer Employer to make offers of employment to the U.S. Business Employees who are employed by Seller or RVEP an Affiliate of Seller immediately prior to the Closing Date, Date and who are selected by the Buyer Employer in its sole discretion upon written notice to Seller at least five days prior to the Closing Date. The terms and conditions of each such offer of employment shall be on terms and conditions determined by the Buyer Employer, in its sole discretion, that are consistent with the provisions of this Section 6.3(f6.3(g). All offers of employment shall be subject to the Buyer Employer’s 's policies concerning background and security checks and drug/substance abuse testing. As used in this Agreement, the term “"U.S. Continuing Employees” Employee" means each U.S. Business Employee who accepts an offer of employment from the Buyer Employer as provided in the preceding provisions of this paragraph and reports to work and commences active duty for the Buyer Employer. The “"Hire Date” " for each U.S. Business Employee who accepts an employment offer from the Buyer Employer pursuant to the terms of this paragraph and who actually becomes employed by the Buyer Employer in accordance with such offer shall be the Closing Date, except with respect to those individuals to whom employment offers are made and (A) who are not Actively Employed as of the Closing Date, in which case the Hire Date shall be the date upon which such individual is able to and does commence active duty with the Buyer Employer, or (B) with respect to whom Buyer and Seller have agreed will have a later Hire Date.

Employee and Benefit Matters. (i) Seller Seller, RVEP or RVEP any of the Companies shall make available to Buyer all U.S. Business Employees to discuss potential employment with Buyer or an Affiliate of Buyer (such entity that makes employment offers being the “"Buyer Employer”"). Seller shall provide Buyer with an updated list of the U.S. Business Employees within five (5) days of the date upon which any change therein has occurred. On or before the Closing Date, but effective as of the Closing Date, Date and conditioned upon the occurrence of the Closing, Buyer shall cause the Buyer Employer to make offers of employment to the U.S. Business Employees who are employed by Seller Seller, RVEP or RVEP any of the Companies immediately prior to the Closing Date, Date and who are selected by the Buyer Employer in its sole discretion upon written notice to Seller at least five days prior to the Closing Date. The terms and conditions of each such offer of employment shall be on terms and conditions determined by the Buyer Employer, Employer in its sole discretion, discretion that are consistent with the provisions of this Section 6.3(f6.3(h). All offers of employment shall be subject to the Buyer Employer’s 's policies concerning background and security checks and drug/substance abuse testing. As used in this Agreement, the term “"U.S. Continuing Employees” " means each U.S. Business Employee who accepts an offer of employment from the Buyer Employer as provided in the preceding provisions of this paragraph and reports to work and commences active duty for the Buyer Employer. The “"Hire Date” " for each U.S. Business Employee who accepts an employment offer from the Buyer Employer pursuant to the terms of this paragraph and who actually becomes employed by the Buyer Employer in accordance with such offer shall be the Closing Date, except with respect to those individuals to whom employment offers are made and (A) who are not Actively Employed as of the Closing Date, in which case the Hire Date shall be the date upon which such individual is able to and does commence active duty with the Buyer Employer, or (B) with respect to whom Buyer and Seller have agreed will have a later Hire Date.

Employee and Benefit Matters. (ia) Schedule 7.5(a) sets forth a list of certain employees of Seller or RVEP its Affiliates (other than any member of the NOARK Group) who have provided services relating to NOARK’s business that Seller and its Affiliates shall make available to Buyer all U.S. Employees to discuss potential employment with Buyer or an Affiliate of Buyer after the Closing (such entity that makes employment offers employees being collectively the “Buyer EmployerEligible Employees”). Seller shall provide Buyer with an updated list of the U.S. Employees within five (5) Within 10 days of after the date upon of this Agreement, Buyer shall offer employment (which any change therein has occurred. On or before the Closing Date, but effective as of the Closing Date, and conditioned upon shall be contingent on the occurrence of the Closing) to each Eligible Employee that Buyer desires to employ, and Buyer shall cause notify Seller in writing of the identities of the Eligible Employees to whom Buyer Employer to make offers has made an offer. Each offer of employment to the U.S. Employees who are employed by Seller or RVEP immediately prior to the Closing Date, and who are selected by the Buyer Employer in its sole discretion upon written notice to Seller at least five days prior to the Closing Date. The terms and conditions of each such offer of employment a Eligible Employee shall be on terms and conditions determined by the Buyer Employer, in its sole discretion, that are consistent with the provisions of this Section 6.3(f7.5 and shall remain open for a period of at least seven days. On or before the date that is three Business Days prior to the Closing Date, Buyer shall notify Seller as to each Eligible Employee who has accepted employment with Buyer and each Eligible Employee who has rejected an offer of such employment. Between the date hereof and the Closing Date, Seller and its Affiliates shall provide Buyer with reasonable access to the Eligible Employees. Seller and its Affiliates shall not take any action to discourage any Eligible Employee from accepting an offer of employment from Buyer. Notwithstanding the foregoing, Buyer acknowledges that Seller will provide information to Lxxx Xxxxx and Hxxxxx Xxxxx that would outline for such Eligible Employees what their duties and compensation would be if they were to remain employees of Seller, and no such action shall be deemed to violate the provisions of the immediately preceding sentence; provided, however, that if such employees remain employees of Seller, then Seller will make such employees available to Buyer to provide services for up to four months after the Closing Date. Seller will provide to Buyer copies of any such information that is provided to either Lxxx Xxxxx or Hxxxxx Xxxxx. Buyer shall indemnify and hold harmless Seller and its Affiliates with respect to all Losses relating to or arising out of the employee selection and employment offer process described in the preceding provisions of this Section 7.5(a) (including any claim of discrimination or other illegality in such selection and offer process). All offers The date of employment commencement with Buyer (the “Hire Date”) of each Eligible Employee who accepts such employment with Buyer shall be the Closing Date; provided, however that with respect to any Eligible Employee to whom an employment offer was made and who does not report for work on the Closing Date because of an illness or injury, Buyer, in its sole discretion, may delay such Eligible Employee’s Hire Date to the date upon which such individual is able to and does commence active duty with Buyer. (b) For a period of at least one year beginning on the Closing Date and subject to the remaining paragraphs of this Section 7.5 and an individual’s continued employment with EAPC, NOARK, Buyer Employer’s policies concerning background and security checks and drug/substance abuse testing. As used in this Agreementor any of their respective Affiliates, the term “Continuing Employees” means Buyer shall cause each U.S. Eligible Employee who accepts an offer of employment from the Buyer Employer as provided in Section 7.5(a) (each, a “Continuing Employee”) to be provided, commencing as of the preceding provisions date the Continuing Employee becomes an employee of this paragraph Buyer or its Affiliates, with (i) base salary or base wage rate (as applicable) on a basis at least equal to 104% of the base salary or base wage rate paid to such Continuing Employee by Seller and reports its Affiliates to work such Continuing Employee immediately prior to Closing and commences active duty (ii) benefits on a basis substantially similar to those provided to similarly situated employees of Buyer and its Affiliates. (c) Buyer shall cause each Continuing Employee and the Continuing Employee’s eligible dependents (including all such Continuing Employee’s dependents covered immediately prior to such Continuing Employee’s Hire Date by a Plan that is a group health plan), to (i) be eligible for coverage under group health, prescription drug, dental and similar type welfare benefit plans maintained by Buyer or an Affiliate thereof or that provide benefits to the Continuing Employee and such eligible dependents, effective as of such Continuing Employee’s Hire Date and (ii) for purposes of satisfying deductibles, out-of-pocket maximums or other similar limitations, credit such Continuing Employee, for the year during which such coverage under such plans begins, with any deductibles, co-insurance and co-payments already incurred during such year under Plans that provide similar benefits; provided, however, that such Continuing Employee shall be responsible for providing the necessary information to Buyer Employerbased on explanation of benefit forms received by the Continuing Employee from the corresponding Plan. (d) Buyer shall cause the employee benefit plans and programs maintained after the Closing by the NOARK Group, Buyer, or Affiliates of Buyer, as the case may be, to recognize each Continuing Employee’s years of service and level of seniority prior to such Continuing Employee’s Hire Date with Seller and Seller’s Affiliates, as the case may be (including service and seniority with any other employer that was recognized by Seller or Seller’s Affiliates, as the case may be), for purposes of terms of employment and eligibility, vesting, benefit accrual, retirement eligibility, and benefit determination under such plans and programs, including paid vacation, paid sick time, severance benefits and employer contribution rates under retirement plans (but excluding accrual of benefits under any defined benefit pension plan), to the same extent as such Continuing Employee was entitled immediately prior to his or her Hire Date to credit for such service for such purposes under any similar employee benefit plan of Seller or its Affiliates. The “Promptly after each Continuing Employee’s Hire Date” for , Seller shall provide written notice to Buyer of such prior service credit. Buyer shall cause each U.S. employee welfare benefit plan or program sponsored by Buyer or one of its Affiliates that a Continuing Employee who accepts an employment offer from may be eligible to participate in on or after the Buyer Employer pursuant Closing Date to waive any preexisting condition exclusion or any proof of insurability requirement with respect to participation and coverage requirements applicable to such Continuing Employee or such employee’s dependents, but only to the terms extent that such exclusions or requirements were not imposed with respect to such Continuing Employee and/or such employee’s dependents under a corresponding plan maintained by Seller or one of this paragraph and who actually becomes employed by the Buyer Employer its Affiliates. (e) Neither Seller nor any of its Affiliates will, unless acting in accordance with Buyer’s prior written consent, for the period beginning on the Closing Date and ending on the date that is two years after the Closing Date, solicit, encourage or induce any Continuing Employee to become an employee of the Seller or any of its Affiliates; provided, however, that the foregoing restriction shall not apply to any general solicitations not directed at any Continuing Employee. (f) Seller shall cause continuation coverage (within the meaning of Section 4980B of the Code and the Treasury regulations thereunder) required to be provided under any group health plan of Seller or its Affiliates to all employees of Seller or its Affiliates (and their dependents) who are M & A qualified beneficiaries (within the meaning assigned to such offer term under Q&A-4 of Treasury regulation Section 54.4980B-9) with respect to the transactions contemplated by this Agreement and who elect such coverage, to be so provided, but only for the duration of the period to which such individuals are entitled to such coverage. (g) Nothing in this Agreement shall require or be construed or interpreted as requiring Buyer or any of its Affiliates to continue the employment of any of their employees (including the Continuing Employees) following the Closing Date, or, except as otherwise required by this Section 7.5, to prevent Buyer or any of its Affiliates from changing the terms and conditions of employment (including compensation and benefits) of any of their employees (including the Continuing Employees) following the Closing Date. (h) If the employment of any Continuing Employee terminates (for any reason other than death, disability, voluntary termination or a termination for cause) within one year of the Closing Date, then Buyer shall provide such Continuing Employee with the severance benefits described on Schedule 7.5(h). Seller shall promptly reimburse Buyer for any such severance benefit payments and for any reasonable costs and expenses (including employment taxes imposed on the employer) incurred by Buyer in connection with providing such severance benefits.

Employee and Benefit Matters. (i) Seller or RVEP shall make available to Buyer all U.S. Employees Employees, as set forth on Schedule 4.6(a), to discuss potential employment with Buyer or an Affiliate of Buyer (such entity that makes employment offers being the “Buyer the“Buyer Employer”). Seller shall provide Buyer with an updated list of the U.S. Employees within five (5) days of the date upon which any change therein has occurred. On or before the Closing Date, but effective as of the Closing Date, and conditioned upon the occurrence of the Closing, Buyer shall cause the Buyer Employer to make offers of employment to the U.S. Employees who are employed by Seller or RVEP an Affiliate of Seller immediately prior to the Closing Date, Date and who are selected by the Buyer Employer in its sole discretion upon written notice to Seller at least five days prior to the Closing Date. The terms and conditions of each such offer of employment shall be on terms and conditions determined by the Buyer Employer, in its sole discretion, that are consistent with the provisions of this Section 6.3(f). All offers of employment shall be subject to the Buyer Employer’s policies concerning background and security checks and drug/substance abuse testing. As used in this Agreement, the term “Continuing EmployeesEmployee” means each U.S. Employee who accepts an offer of employment from the Buyer Employer as provided in the preceding provisions of this paragraph and reports to work and commences active duty for the Buyer Employer. The “Hire Date” for each U.S. Employee who accepts an employment offer from the Buyer Employer pursuant to the terms of this paragraph and who actually becomes employed by the Buyer Employer in accordance with such offer shall be the Closing Date.