Common use of Employees and Benefits Clause in Contracts

Employees and Benefits. (a) As of the Closing, Seller shall terminate the employment of all of its Employees identified on Schedule 5.5(a) of the Disclosure Schedule (the “Subject Employees”). Schedule 5.5(a) of the Disclosure Schedule hereto may be amended from time to time prior to the Closing to (i) delete any individuals who are no longer employed by Seller or (ii) upon the mutual written agreement of Purchaser and Seller, add or remove any other individuals. Purchaser, in cooperation with Seller, shall, at least two Business Days prior to the Closing Date and effective as of the Closing Date, extend a written offer of employment to those employees selected by Purchaser, in its sole and absolute discretion (the “Selected Employees”), at a level and with responsibilities that are substantially commensurate with their employment with Seller and at a wage or salary and other compensation not less than the respective wages or salaries and other compensation specified for such Selected Employees on Schedule 3.11 of the Disclosure Schedule. Those Selected Employees who accept offers of employment with Purchaser and who become employees of Purchaser as of the Closing Date are referred to as “Transferred Employees.” Purchaser agrees that in the event that it determines that it may not offer employment to sufficient numbers of employees to avoid the notice and other requirements of the WARN Act, Purchaser will give Seller immediate notice thereof which will be sufficiently in advance of the Closing of the purchase of the Business that Seller will be able to comply with the notice requirements of the WARN Act and Purchaser will indemnify, defend and hold Seller harmless from any liability or obligations under the WARN Act if Purchaser should fail to do so or if Seller otherwise incurs liability under the WARN Act as a result of Purchaser’s actions in connection with this transaction.

Employees and Benefits. (a) As of the Closing, Seller shall terminate the employment of all of its those Employees identified on Schedule Section 5.5(a) of the Disclosure Schedule (the “Subject Employees”). Schedule Section 5.5(a) of the Disclosure Schedule hereto may be amended from time to time prior to the Closing to (i) delete any individuals who are no longer employed by Seller or (ii) upon the mutual written agreement of Purchaser and Seller, add or remove any other individuals. Purchaser, in cooperation with Seller, Purchaser shall, at least two (2) Business Days prior to the Closing Date and effective as of the Closing Date, extend a written offer of employment to those employees selected as reasonably determined by Purchaser, the Purchaser in its sole discretion and absolute discretion (subject to Purchaser’s normal and customary interview, employment application, testing and hiring practices and procedures relate thereto, to each of the “Selected Employees”), Subject Employees at a level and with responsibilities that that, as determined exclusively by the Purchaser, are substantially commensurate with their employment with Seller and at a wage or salary and other compensation not less than substantially similar to the respective wages or salaries and other compensation specified for such Selected Subject Employees on Schedule 3.11 Section 5.5(a) of the Disclosure Schedule; provided, however, that Purchaser shall, in cooperation with the Seller, extend offers to a sufficient number of Subject Employees in each of Seller’s plants in Auburn, Indiana, Pierceton, Indiana and Xxxx, Michigan to ensure that Seller’s WARN Act obligations are not triggered. Those Selected Subject Employees who accept offers of employment with Purchaser and who work for and become employees of Purchaser as of after the Closing Date are referred to as “Transferred Hired Employees.” Nothing in this section guarantees that Purchaser agrees that in the event that it determines that it may not will offer employment to sufficient numbers any Subject Employees or other employees of employees Seller, including those Subject Employees interviewed, or if such Subject Employees are hired by the Purchaser, guarantees such Hired Employee’s employment with the Purchaser for any period of time except as hereinafter provided in Section 5.5(c) below, or if hired by Purchaser, alters a Hired Employee’s status as an at will employee. No employee or former employee of Seller or of any of its Affiliates including the Subject Employees shall be entitled to avoid the notice any rights under this Section 5.5 or except as specifically provided herein, under any other provision of this Agreement. Purchaser is not and other requirements shall not be considered under any circumstances, a successor employer of the WARN ActSeller. Further, except as specifically provided herein, Purchaser will give Seller immediate notice thereof which will shall not be sufficiently in advance liable for any of the Closing of the purchase of the Business that Seller will be able to comply with the notice requirements of the WARN Act and Purchaser will indemnify, defend and hold Seller harmless from any liability Seller’s liabilities or obligations under to Seller’s employees including the WARN Act if Purchaser should fail to do so or if Seller otherwise incurs liability under the WARN Act as a result of Purchaser’s actions in connection with this transaction.Subject

Employees and Benefits. (a) As For a period of six months following the Closing Date, Seller will use its best efforts to continue to have the Designated Employees available to render services on behalf of and at the direction of the Closing, Buyer. Such best efforts shall not require the Seller shall terminate the employment to incur any costs in excess of all of its Employees identified on Schedule 5.5(a) of the Disclosure Schedule (the “Subject Employees”)those reimbursable by Buyer. Schedule 5.5(a) of the Disclosure Schedule hereto may be amended from time Seller will continue to time prior maintain and contribute to the Closing to (i) delete any individuals who are no longer employed by Seller or (ii) upon ERISA Plans and Benefit Arrangements, including Employment Agreements, for the mutual written agreement of Purchaser Designated Employees during such six month period on the same terms and Seller, add or remove any other individuals. Purchaser, in cooperation with Seller, shall, at least two Business Days prior to conditions as on the Closing Date Date, except for changes made generally applicable to Seller's similarly situated employees. Buyer will reimburse Seller for such employees' salaries (but not bonuses) and effective hourly wages (at their salary and wage rate in effect as of the Closing Date, extend a written offer or as thereafter increased in the ordinary course consistent with past practice) and will pay to Seller an additional amount equal to 45% of such salaries and wages as full reimbursement for all employee benefit expenses incurred by Seller. Except as provided in Section 7.2(d) (concerning Buyer's indemnification with respect to certain employment to those employees selected by Purchaser, in its sole and absolute discretion (the “Selected Employees”discrimination violations), at a level and Buyer's obligation for any Liability with responsibilities respect to any Designated Employee that are substantially commensurate with their employment with Seller and at a wage arises or salary and other compensation not less than the respective wages or salaries and other compensation specified for accrues prior to such Selected Employees on Schedule 3.11 time, if any, as such Designated Employee is employed by Buyer shall be limited to payment of the Disclosure Schedule. Those Selected Employees who accept offers of employment with Purchaser and who become employees of Purchaser as of the Closing Date are referred to as “Transferred Employees.” Purchaser agrees that amounts described in the event that it determines that it may not offer employment to sufficient numbers of employees to avoid the notice and other requirements of the WARN Act, Purchaser will give Seller immediate notice thereof which will be sufficiently in advance of the Closing of the purchase of the Business preceding sentence. Buyer acknowledges that Seller will be able shall have no liability to comply with Buyer for any actions or decisions made or taken by the notice requirements of the WARN Act and Purchaser will indemnify, defend and hold Seller harmless from any liability or obligations under the WARN Act if Purchaser should fail to do so or if Seller otherwise incurs liability under the WARN Act Designated Employees (whether as a result of Purchaser’s actions the negligence, gross negligence or willful misconduct of the Designated Employees or otherwise) in connection with this transactionthe course of their rendering services on behalf of and at the direction of Buyer.