Common use of Employee Matters; Benefit Plans Clause in Contracts

Employee Matters; Benefit Plans. (a) The employees of the Company and its subsidiaries employed primarily in the United States who remain in the employment of the Surviving Corporation and its subsidiaries or who become employees of Parent or one of its subsidiaries (the “Continuing Employees”) shall receive employee benefits on substantially the same terms as benefits are provided to similarly situated employees of Parent and its subsidiaries for up to six (6) months after the Effective Time; provided that neither Parent nor the Surviving Corporation nor any of their subsidiaries shall have any obligation to issue, or adopt any plans or arrangements providing for the issuance of, shares of capital stock, warrants, options, stock appreciation rights or other rights in respect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements; and provided further, that no plans or arrangements of the Company or any of its subsidiaries providing for such issuance shall be taken into account in determining whether employee benefits are substantially comparable in the aggregate. (b) With respect to any welfare plan maintained by Parent in which Continuing Employees are eligible to participate after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, subject to the terms of the applicable plan and any required approval of the applicable insurance provider, (i) waive all limitations as to preexisting conditions and exclusions with respect to participation and coverage requirements applicable to such employees to the extent such conditions and exclusions were satisfied or did not apply to such employees under the welfare plans of the Company and its subsidiaries prior to the Effective Time and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any analogous deductible or out-of-pocket requirements to the extent applicable under any such plan. (c) Nothing contained herein shall be construed as requiring, and the Company shall take no action that would have the effect of requiring, Parent or the Surviving Corporation to continue any specific plans or to continue the employment of any specific person. Furthermore, no provision of this Agreement shall be construed as prohibiting or limiting the ability of Parent or the Surviving Corporation to amend, modify or terminate any plans, programs, policies, arrangements, agreements or understandings of Parent, the Company or the Surviving Corporation and nothing therein shall be construed as an amendment to any such plan, program, policy, arrangement, agreement or understanding for any purpose. Nothing in this Section 6.05 shall confer any rights or remedies of any kind or description upon any Continuing Employee or any other person other than Parent, the Company and their respective successors and assigns.

Employee Matters; Benefit Plans. (a) The For a period of one year following the Effective Time, Parent shall maintain, or cause Company to maintain, employee welfare, pension and savings plans that in the aggregate provide a level of benefits for individuals who are employees of the Company and its subsidiaries employed primarily in the United States who remain in the employment Subsidiaries as of the Surviving Corporation and its subsidiaries Effective Time that is either (i) substantially comparable to the level of benefits (other than those provided under any qualified or who become employees of nonqualified defined benefit plan) in effect immediately prior to the Effective Time (provided that changes may be made to such employee benefit plans to the extent necessary to comply with applicable law) or (ii) no less favorable than those provided by Parent or one of its subsidiaries (the “Continuing Employees”) shall receive employee benefits on substantially the same terms as benefits are provided to similarly situated employees of Parent from time to time; provided, however, that nothing in this Agreement shall be deemed to require that the employment of any employee of Company and its subsidiaries Subsidiaries as of the Effective Time be continued for up to six (6) months any specific period of time after the Effective Time; provided that neither Parent nor the Surviving Corporation nor any of their subsidiaries shall have any obligation to issue, or adopt any plans or arrangements providing for the issuance of, shares of capital stock, warrants, options, stock appreciation rights or other rights in respect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements; and provided further, that no plans or arrangements of the Company or any of its subsidiaries providing for such issuance shall be taken into account in determining whether employee benefits are substantially comparable in the aggregate. (b) With respect To the extent service is relevant for purposes of eligibility, to participate or vesting (but not the accrual of benefits) under any welfare plan employee benefit plan, program or arrangement established or maintained by Parent in which Continuing Employees are eligible to participate after or Company for the benefit of employees of Company and its Subsidiaries, employees of Company and its Subsidiaries as of the Effective TimeTime shall be credited for service accrued as of the Effective Time with Company and its Subsidiaries to the extent such service was credited under a similar plan, program or arrangement of Company. (c) To the extent Parent shallsubstitutes a group health plan for Company's group health plan, employees of Company and its Subsidiaries shall receive credit for the year during which participation in the substituted group health plan begins with any deductibles and copayments already incurred during such year under the terminated or discontinued group health plan, and Parent shall cause the Surviving Corporation to, subject to the terms of the applicable plan and waive any required approval of the applicable insurance provider, (i) waive all limitations as to preexisting conditions and exclusions with respect to participation and coverage requirements condition limitation applicable to such employees to the extent such conditions and exclusions were satisfied that the employee's or did dependent's condition would not apply to such employees have operated as a preexisting condition under the welfare plans of terminated or discontinued group health plan. (d) Prior to the Effective Time, Company shall take all action necessary to terminate the EEX Corporation Employee Stock Purchase and its subsidiaries Savings Plan effective immediately prior to the Effective Time and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any analogous deductible or out-of-pocket requirements to the extent applicable under any such planTime. (c) Nothing contained herein shall be construed as requiring, and the Company shall take no action that would have the effect of requiring, Parent or the Surviving Corporation to continue any specific plans or to continue the employment of any specific person. Furthermore, no provision of this Agreement shall be construed as prohibiting or limiting the ability of Parent or the Surviving Corporation to amend, modify or terminate any plans, programs, policies, arrangements, agreements or understandings of Parent, the Company or the Surviving Corporation and nothing therein shall be construed as an amendment to any such plan, program, policy, arrangement, agreement or understanding for any purpose. Nothing in this Section 6.05 shall confer any rights or remedies of any kind or description upon any Continuing Employee or any other person other than Parent, the Company and their respective successors and assigns.

Employee Matters; Benefit Plans. (a) The Except as otherwise provided by applicable Law, the employees of the Company and its subsidiaries the Company Subsidiaries employed primarily in the United States who remain in the employment of the Surviving Corporation and its subsidiaries as of the Closing or who become employees of Parent or one of its subsidiaries in connection with the Closing (the “Continuing Employees”) shall receive for the twelve (12)-month period after Closing (or, if shorter, the period during which such Continuing Employee remains an employee of Parent or one of its subsidiaries after Closing), (i) annual base cash salary and wage rates that are no less than those provided to such Continuing Employees prior to the Effective Time and (ii) broad-based employee benefits on substantially (excluding severance, cash incentive, equity-based compensation, defined benefits pursuant to qualified and nonqualified retirement plans, retiree medical benefits, and other retiree health and welfare arrangements) that are, at the same terms as benefits are election of Parent (A) comparable in the aggregate to those provided to such employees immediately prior to the Effective Time, or (B) comparable in the aggregate to those provided to similarly situated employees of Parent and its subsidiaries for up to six (6) months subsidiaries. From and after the Effective Time; provided that Closing and as permitted under applicable local law, each Continuing Employee shall be eligible to participate in a Parent cash incentive plan on the same basis, and with the same target incentive opportunities, as apply to a similarly situated employee of Parent and its Subsidiaries. Notwithstanding the foregoing, neither Parent nor the Surviving Corporation nor any of their subsidiaries shall have any obligation pursuant to this Section 6.05(a) to issue, or adopt any plans or arrangements providing for the issuance ofor grant of any equity or equity-based awards or provide any change in control, shares of capital stock, warrants, options, stock appreciation rights retention or other rights in respect of any shares of capital stock of any entity transaction-related benefits or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements; and provided further, that no plans or arrangements of the Company or any of its subsidiaries providing for such issuance shall be taken into account in determining whether employee benefits are substantially comparable in the aggregatecompensation. (b) With At or after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, cause to be granted to the Continuing Employees credit for all service with the Company and the Company Subsidiaries prior to the Effective Time, to the extent that such service was credited for the applicable purpose prior to the Effective Time, for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation accrual and excluding for purposes of severance pay entitlement, equity-based compensation, defined benefits pursuant to qualified and nonqualified retirement plans, retiree medical benefits, and other retiree health and welfare arrangements), except that such service shall not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, with respect to any welfare health plan maintained by Parent or any of its Subsidiaries in which Continuing Employees are eligible to participate after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, subject use commercially reasonable efforts to the terms of the applicable plan and any required approval of the applicable insurance provider, (i) waive all limitations as to preexisting conditions all pre-existing condition exclusions or limitations, physical examination requirements, evidence of insurability requirements, actively-at-work or similar requirements, and exclusions waiting periods with respect to participation and coverage requirements applicable to such employees and their covered dependents to the extent such conditions and exclusions were satisfied or did not apply to such employees and their covered dependents under the welfare plans of the Company and its subsidiaries the Company Subsidiaries prior to the Effective Time and (ii) provide each any eligible expenses incurred by such Continuing Employee with and his or her covered dependents during the portion of the plan year of the analogous Company Benefit Plan ending on the date that such Continuing Employee’s participation in the corresponding post-closing plan begins to be given full credit pursuant to such post-closing plan for any purposes of satisfying all deductible, co-payments payments, coinsurance, offset and deductibles paid prior to the Effective Time in satisfying any analogous deductible or maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the extent applicable under any plan year as if such amounts had been paid in accordance with such post-closing plan. (c) All formal broad-based written communications by the Company or any Company Subsidiary or their respective agents to the officers or employees of the Company and the Company Subsidiaries pertaining to compensation or benefit matters that are affected by this Agreement shall be subject to Parent’s prior consent (not to be unreasonably withheld, conditioned or delayed), unless such communication is consistent in all material respects with a communication previously approved by Parent. The Company shall provide Parent with a copy of the intended communication covered by this subsection (c), and Parent shall have a reasonable period of time to review and comment on each such communication (such review and comments not to be unreasonably withheld, conditioned or delayed). Any group oral presentations with respect to the above shall be materially consistent with such formal written communications. (d) Nothing contained herein shall be construed as requiring, and the Company or the Company Subsidiaries shall take no action that would have the effect of requiring, Parent or the Surviving Corporation or any of their respective Affiliates to continue any specific plans or to continue create any right to employment, continued employment, or any term or condition of employment with the employment Company or any of the Company Subsidiaries, Parent, the Surviving Corporation or any specific personof their respective Affiliates. Furthermore, no provision of this Agreement shall be construed as prohibiting or limiting the ability of Parent or the Surviving Corporation to amend, modify or terminate any plans, programs, policies, arrangements, agreements or understandings of Parent, the Company or the Company Subsidiaries or the Surviving Corporation and nothing therein shall be construed as an amendment to amendment, waiver or creation of any such plan, program, policy, arrangement, agreement or understanding for any purpose. Nothing in this Section 6.05 shall confer create any third-party beneficiary or any other rights or remedies of any kind or description upon any Continuing Employee current or former employee, officer, director or other individual service provider of the Company or any of the Company Subsidiaries or any other person other than Parent, the Surviving Corporation, the Company and the Company Subsidiaries and their respective successors and assigns. (e) Unless Parent notifies the Company otherwise in writing not later than ten days prior to the Closing Date, the Company will adopt all resolutions reasonably necessary to terminate its participation in each 401(k) Plan in which the Company or any of the Company Subsidiaries participates as of the date hereof, effective as of no later than one day prior to the Closing Date (but such termination may be contingent upon the Closing). Immediately prior to any such termination, the Company and the Company Subsidiaries will make all necessary payments to fund the contributions: (i) necessary or required to maintain the tax-qualified status of the 401(k) Plan; (ii) for elective deferrals made pursuant to the 401(k) Plan for the period prior to termination; and (iii) for employer matching contributions (if any) for the period prior to termination. For this purpose, the term “401(k) Plan” means any plan intended to be qualified under Section 401(a) of the Code which includes a cash or deferral arrangement intended to qualify under Section 401(k) of the Code, including any “multiple employer plan” subject to Section 413(c) of the Code, as applicable.

Employee Matters; Benefit Plans. (a) The employees Buyer shall offer employment, effective as of the Company Closing Date, to all Business Employees with substantially similar pay and its subsidiaries employed primarily in the United States who remain in the employment of the Surviving Corporation and its subsidiaries or who become employees of Parent or one of its subsidiaries (the “Continuing Employees”) shall receive employee benefits on substantially the same terms as benefits are provided to similarly situated employees of Parent and its subsidiaries for up to six (6) months after the Effective Time; provided that neither Parent nor the Surviving Corporation nor any of their subsidiaries shall have any obligation to issue, or adopt any plans or arrangements providing for the issuance of, shares of capital stock, warrants, options, stock appreciation rights or other rights in respect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements; and provided further, that no plans or arrangements of the Company or any of its subsidiaries providing for such issuance shall be taken into account in determining whether employee benefits are substantially comparable in the aggregate. (b) With respect , as determined by the Buyer, in its sole discretion, as provided for them by Seller immediately prior to any welfare plan maintained by Parent in which Continuing Employees are eligible to participate after the Effective Time, Parent shallClosing, and shall cause the Surviving Corporation to, subject use commercially reasonable efforts to retain such employees for a period of at least six months. This Agreement shall not inure to the terms benefit of any party other than the Buyer and Seller and their respective Affiliates and assigns. Each such Business Employee who accepts Buyer’s offer of employment effective as of the applicable plan and any required approval of the applicable insurance providerClosing Date shall be referred to herein as a “Transferred Employee”. Nothing herein shall, (i) waive all limitations as to preexisting conditions and exclusions with respect to participation and coverage requirements applicable to such employees to the extent such conditions and exclusions were satisfied or did not apply to such employees under the welfare plans of the Company and its subsidiaries prior to the Effective Time and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any analogous deductible or out-of-pocket requirements to the extent applicable under any such plan. (c) Nothing contained herein shall be construed as requiringto, and the Company shall take no action that would have the effect of requiring, Parent or the Surviving Corporation limit Buyer’s right at any time to continue any specific plans or to continue terminate the employment of any specific person. Furthermore, no provision of this Agreement shall be construed as prohibiting Transferred Employee or limiting the ability of Parent or the Surviving Corporation to amend, modify amend or terminate any plansemployee benefit plan or otherwise change terms and conditions of employment of any Transferred Employee. Notwithstanding the above, programsit is understood that Seller shall be responsible for, policiesand shall indemnify and hold harmless (as set forth in Section 7) the Buyer from and against any and all severance, arrangementstermination, agreements retention bonus, “golden parachute” payments or understandings obligations, unemployment compensation or any similar payment or other Liabilities or obligations of Parentthe Seller with respect to the Business Employees or any former employees of Seller, including those arising from or related to the consummation of the sale contemplated hereunder, whether or not such Business Employee accepts the Buyer’s offer of employment, whether or not pursuant to individual agreement or commitment or group plan or whether pursuant to corporate policy, or by law including, but not limited to, any liability under any of the Plans, the Company Workers Adjustment and Retraining Notification Act as it may be amended from time to time and the provisions of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA. No agreement, understanding or arrangement entered into by a Transferred Employee and the Surviving Corporation and nothing therein Seller prohibits or restricts (or shall be construed as an amendment prohibit or restrict) a Transferred Employee from disclosing proprietary information of the Seller relating to any such plan, program, policy, arrangement, agreement or understanding for any purpose. Nothing in this Section 6.05 shall confer any rights or remedies of any kind or description upon any Continuing Employee or any other person other than Parent, the Company and their respective successors and assignsBusiness to Buyer after the Closing.

Employee Matters; Benefit Plans. (a) The Surviving Corporation shall take all reasonable actions necessary or appropriate to permit the employees who as of the Company Effective Time were employed by Belco and its subsidiaries who continue to be employed primarily in the United States who remain in the employment of by the Surviving Corporation and its subsidiaries or who become employees of Parent or one of its subsidiaries after the Effective Time (the “Continuing "Retained Employees”") shall receive to continue to participate from and after the Effective Time in the employee benefits benefit plans or arrangements in which such Retained Employees were participating immediately prior to the Effective Time. Notwithstanding the foregoing, the Surviving Corporation may permit any such employee benefit plan or arrangement to be terminated or discontinued on substantially the same terms as benefits are provided to similarly situated employees of Parent and its subsidiaries for up to six (6) months or after the Effective Time; , provided that neither Parent nor the Surviving Corporation nor any of their subsidiaries shall have any obligation (a) take all reasonable actions necessary or appropriate to issue, permit the Retained Employees participating in such employee benefit plan or adopt any arrangement to immediately thereafter participate in employee benefit plans or arrangements providing substantially comparable to those maintained with respect to other Surviving Corporation employees other than the Retained Employees (the "Replacement Plans"), (b) with respect to a Replacement Plan that is a group health plan (i) credit such Retained Employees, for the issuance ofyear during which participation in the Replacement Plan begins, shares with any deductibles and copayments already incurred during such year under the terminated or discontinued group health plan and (ii) waive any preexisting condition limitations applicable to the Retained Employees (and their eligible dependents) under the Replacement Plan to the extent that a Retained Employee's (or dependent's) condition would not have operated as a preexisting condition under the terminated or discontinued group health plan, and (c) (1) cause each Replacement Plan that is an employee pension benefit plan (as such term is defined in Section 3(2) of capital ERISA) intended to be qualified under Section 401 of the Code to be amended to provide that the Retained Employees shall receive credit for participation and vesting purposes under such plan for their period of employment with Belco and its Subsidiaries and their predecessors to the extent such predecessor employment was recognized by Belco and its Subsidiaries and (2) credit the Retained Employees under each other Replacement Plan that is not described in the preceding clause for their period of employment with Belco, its Subsidiaries and their predecessors to the extent such predecessor employment was recognized by Belco or its Subsidiaries. At the Effective Time, each outstanding award (including restricted stock, warrants, optionsphantom stock, stock appreciation rights equivalents and stock units) ("Westport Award") under any employee incentive or other rights in respect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements; and provided furtherbenefit plans, that no plans programs or arrangements and non-employee director plans presently maintained by Westport which provide for grants of equity-based awards shall be amended or converted into a similar instrument of the Company or any Surviving Corporation, in each case with such adjustments to the terms of its subsidiaries providing for such issuance shall be taken into account Westport Awards as are appropriate to preserve the value inherent in determining whether employee benefits are substantially comparable in such Westport Awards with no detrimental effects on the aggregateholders thereof. (b) With respect Prior to any welfare plan maintained by Parent in which Continuing Employees are eligible to participate after the Effective TimeClosing, Parent the Board of Directors of Westport shall, and shall cause the Surviving Corporation to, subject to the terms by resolution duly adopted by such Board of the applicable plan and any required approval of the applicable insurance provider, (i) waive all limitations as to preexisting conditions and exclusions with respect to participation and coverage requirements applicable to such employees to the extent such conditions and exclusions were satisfied Directors or did not apply to such employees under the welfare plans of the Company and its subsidiaries prior to the Effective Time and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any analogous deductible or out-of-pocket requirements to the extent applicable under any such plan. (c) Nothing contained herein shall be construed as requiring, and the Company shall take no action that would have the effect of requiring, Parent or the Surviving Corporation to continue any specific plans or to continue the employment of any specific person. Furthermore, no provision of this Agreement shall be construed as prohibiting or limiting the ability of Parent or the Surviving Corporation to amend, modify or terminate any plans, programs, policies, arrangements, agreements or understandings of Parent, the Company or the Surviving Corporation and nothing therein shall be construed as an amendment to any such plan, program, policy, arrangement, agreement or understanding for any purpose. Nothing in this Section 6.05 shall confer any rights or remedies of any kind or description upon any Continuing Employee or any other person other than Parent, the Company and their respective successors and assigns.a duly authorized committee thereof,

Employee Matters; Benefit Plans. (a) The Parent will evaluate its personnel needs and consider continuing the employment of certain employees of the Company and its subsidiaries employed primarily in the United States who remain in the employment of the Surviving Corporation and its subsidiaries or who become employees of Parent or one of its subsidiaries (the “Continuing Employees”) shall receive employee benefits Subsidiaries on substantially the same terms as benefits are provided to similarly situated employees of Parent and its subsidiaries for up to six (6) months after the Effective Time; provided that neither Parent nor the Surviving Corporation nor any of their subsidiaries shall have any obligation to issue, or adopt any plans or arrangements providing for the issuance of, shares of capital stock, warrants, options, stock appreciation rights or other rights in respect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements; and provided further, that no plans or arrangements of the Company or any of its subsidiaries providing for such issuance shall be taken into account in determining whether employee benefits are substantially comparable in the aggregate. (b) With respect to any welfare plan maintained by Parent in which Continuing Employees are eligible to participate after a case-by-case basis. After the Effective Time, Parent shall, will cause to be provided to any employees of Company and shall cause its Subsidiaries who are employed by the Surviving Corporation toCompany or its Subsidiaries as of the Effective Time (the "RETAINED EMPLOYEES") base salary or wages and employee benefit plans or arrangements which are comparable in the aggregate to those provided to such employees prior to the Effective Time, subject to such changes as shall be determined by Parent after the terms Effective Time. With respect to any employee benefit plan maintained for Retained Employees (a "REPLACEMENT PLAN") that is a group health plan (A) such plan shall credit such Retained Employees, for the year during which participation in the Replacement Plan begins, with any deductibles already incurred during such year under the terminated or discontinued group health plan and (B) waive any preexisting condition limitations applicable to the Retained Employees (and their eligible dependents) under the Replacement Plan to the extent that a Retained Employee's (or dependent's) condition would not have operated as a preexisting condition under the terminated or discontinued group health plan. Parent shall (A) cause each Replacement Plan that is an employee pension benefit plan (as such term is defined in Section 3(2) of ERISA) intended to be qualified under Section 401 of the applicable plan and any required approval of Code to provide that the applicable insurance provider, (i) waive all limitations as to preexisting conditions and exclusions with respect to Retained Employees shall receive credit for participation and coverage requirements applicable to vesting purposes under such employees plan for their period of employment with Company, its Subsidiaries and their predecessors to the extent such conditions and exclusions were satisfied or did not apply to such employees under the welfare plans of the predecessor employment was recognized by Company and its subsidiaries prior to the Effective Time Subsidiaries and (iiB) provide credit the Retained Employees under each Continuing Employee other Replacement Plan that is not described in the preceding clause for their period of employment with credit for any co-payments Company, its Subsidiaries and deductibles paid prior to the Effective Time in satisfying any analogous deductible or out-of-pocket requirements their predecessors to the extent applicable under any such plan. (c) Nothing contained herein shall be construed as requiring, and the Company shall take no action that would have the effect of requiring, Parent or the Surviving Corporation to continue any specific plans or to continue the predecessor employment of any specific person. Furthermore, no provision of this Agreement shall be construed as prohibiting or limiting the ability of Parent or the Surviving Corporation to amend, modify or terminate any plans, programs, policies, arrangements, agreements or understandings of Parent, the was recognized by Company or the Surviving Corporation and nothing therein shall be construed as an amendment to any such plan, program, policy, arrangement, agreement its Subsidiaries for purposes of vesting or understanding participation (but not for any purpose. Nothing in this Section 6.05 shall confer any rights or remedies of any kind or description upon any Continuing Employee or any other person other than Parent, the Company and their respective successors and assignsbenefit accrual purposes).

Employee Matters; Benefit Plans. (a) The Closing shall not affect any individual’s status as an employee, officer or director of the Company except as provided in Section 5.9 or 5.12(d) hereof; provided, however, that the foregoing shall not be deemed to diminish the rights of the Company as an employer after the Closing, it being understood, for example that Buyer shall have no obligation to the Shareholders regarding the continued employment of any employee, officer or director after the Closing. (b) For a period of one year following the Closing Date (the “Continuation Period”), Buyer shall cause the Company to provide employees of the Company as of the Closing Date with compensation and its subsidiaries employed primarily benefits that are comparable in the United States who remain in aggregate, determined on an individual basis, to the employment of the Surviving Corporation compensation and its subsidiaries or who become employees of Parent or one of its subsidiaries (the “Continuing Employees”) shall receive employee benefits on substantially the same terms as benefits are provided to similarly situated employees of Parent and its subsidiaries for up to six (6) months after Buyer; provided, however, that nothing within this Agreement shall prevent the Effective Time; provided that neither Parent nor amendment or termination of any specific plan, program or arrangement or interfere with the Surviving Corporation nor any of their subsidiaries shall have any Company’s right or obligation to issuemake such changes as are necessary to comply with applicable Law; nor shall Buyer be prevented from promoting, demoting, terminating or adopt taking any plans or arrangements providing for the issuance of, shares of capital stock, warrants, options, stock appreciation rights or other rights in respect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements; and provided further, that no plans or arrangements of the Company or any of its subsidiaries providing for such issuance shall be taken into account in determining whether employee benefits are substantially comparable in the aggregate. (b) With action with respect to any welfare plan maintained by Parent in which Continuing Employees are eligible to participate after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, subject to the terms employee of the applicable plan and any required approval of the applicable insurance provider, (i) waive all limitations as to preexisting conditions and exclusions with respect to participation and coverage requirements applicable to such employees to the extent such conditions and exclusions were satisfied or did not apply to such employees under the welfare plans of the Company and its subsidiaries prior to the Effective Time and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any analogous deductible or out-of-pocket requirements to the extent applicable under any such planCompany. (c) Nothing contained herein To the extent applicable, before the Closing Date, the Shareholders shall be construed as requiring, and cause the Company to take all actions required to make any amendments to the Benefit Plans required to comply with applicable Law for periods on or before the Closing Date. (d) The Shareholders shall take no action that would have use their best efforts to cause each of the effect employees of requiring, Parent or the Surviving Corporation to continue any specific plans or to continue the employment of any specific person. Furthermore, no provision of this Agreement shall be construed as prohibiting or limiting the ability of Parent or the Surviving Corporation to amend, modify or terminate any plans, programs, policies, arrangements, agreements or understandings of Parent, the Company and other persons identified on Exhibit C to enter into an Employment Agreement or a non-compete agreement, as the Surviving Corporation and nothing therein case may be, within three months following the Closing Date. (e) The Shareholders shall not make any communication to employees of the Company regarding any Benefit Plan maintained by Buyer or any of its Affiliates or regarding any compensation or benefits to be construed as an amendment to any such plan, program, policy, arrangement, agreement or understanding for any purpose. provided after the Closing Date without the prior written consent of Buyer. (f) Nothing in this Section 6.05 5.12 shall confer any rights or remedies of any kind or description upon any Continuing Employee person, individual or any other person whomsoever other than Parentthe Company, the Company Shareholders and their respective successors and assignsBuyer.