Common use of Employees and Employee Benefits Clause in Contracts

Employees and Employee Benefits. (a) No later than ten (10) days prior to the Closing Date, Newco shall extend offers of at-will employment to Employees of the Business, and offers to engage those Personnel of the Business, exclusive of Employees, for certain consultant or independent contractor services, on such terms and conditions as set forth on Section 5.05(a) of the Disclosure Schedules. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company shall be solely responsible for, and Aspen and Newco shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company at any time on or prior to the Closing Date and the Company shall pay all such amounts to all entitled persons as and when due. (c) The Company shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel of the Business which relate to events occurring on or prior to the Closing Date. The Company shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco the Seller shall extend offers of at-will employment to Employees terminate all employees of the BusinessBusiness who are actively at work on the Closing Date, and offers to engage those Personnel of and, at the BusinessBuyer’s sole discretion, exclusive of Employees, for certain consultant or independent contractor servicesthe Buyer may offer employment, on an “at will” basis, to any or all of such terms employees. The Seller shall bear any and conditions as set forth on all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 5.05(a) of the Disclosure Schedules6.05. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company The Seller shall be solely responsible forresponsible, and Aspen and Newco the Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the CompanySeller, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newcothe Buyer, with respect to those eligible Personnel employees of the Business who become employed by Newcothe Buyer, or an Affiliate of Newcothe Buyer, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newcothe Buyer’s plan, all transferred account balances from the CompanySeller’s plan shall become fully vested. (e) Each employee of the Business who becomes employed by the Buyer in connection with the transaction shall be given service credit for the purpose of eligibility under the group health plan and eligibility and vesting only under the defined contribution retirement plan for his or her period of service with the Seller prior to the Closing Date; provided, however, that (i) such credit shall be given pursuant to payroll or plan records, at the election of the Buyer, in its sole and absolute discretion; and (ii) such service crediting shall be permitted and consistent with the Buyer’s defined contribution retirement plan.

Employees and Employee Benefits. (a) No later than ten Commencing on the date of this Agreement, Seller shall terminate all employees of the Seller who are actively at work on such date, and, Buyer (10or its designated affiliate) days prior will offer employment, on an "at will" basis, to the Closing Date, Newco shall extend offers of at-will employment to Employees of the Business, and offers to engage those Personnel of the Business, exclusive of Employees, for certain consultant or independent contractor services, on such terms and conditions as set forth employees listed on Section 5.05(a) 5.05 of the Disclosure Schedules. Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 5.05, if any. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the BusinessSeller, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date date of this Agreement and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to such date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business Seller or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Datedate of this Agreement. The Company Seller also shall remain solely responsible for all worker’s 's compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business business of the Seller which relate to events occurring on or prior to the Closing Datesuch date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel Each employee of the Business Seller who become becomes employed by Newco, Buyer (or an Affiliate of Newco, its designated affiliate) in connection with the transactions contemplated by this Agreement. Any such transfer Agreement shall be in an amount sufficient eligible to satisfy receive the salary listed opposite such employee's name on Section 414(l) 5.05 of the CodeDisclosure Schedules and shall be eligible to receive benefits maintained for employees of Buyer on substantially similar terms and conditions in the aggregate as are provided to similarly situated employees of Buyer (or its designated affiliate). Upon the transfer Such employment shall commence as of assets and liabilities into Newco’s planMay 28, all transferred account balances from the Company’s plan shall become fully vested2014.

Employees and Employee Benefits. (a) No later than ten (10) days prior Buyer, at Buyer’s sole discretion, may offer employment, on an “at will” basis, to the Closing Dateany or all of Seller’s employees. However, Newco Buyer shall extend offers of at-will have no obligation to offer employment to Employees any of Seller’s employees. Seller shall bear any and all obligations and liability under the Business, and offers WARN Act resulting from employment losses pursuant to engage those Personnel of the Business, exclusive of Employees, for certain consultant or independent contractor services, on such terms and conditions as set forth on this Section 5.05(a) of the Disclosure Schedules5.05. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statementotherwise set forth herein, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations obligation whatsoever for, any employment agreement or Contract with any employee of Seller or compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s workers’ compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Seller shall extend offers of at-will employment to Employees terminate all employees of the BusinessBusiness who are actively at work on the Closing Date, and offers to engage those Personnel of the Businessand, exclusive of Employeesat Buyer’s sole discretion, for certain consultant or independent contractor servicesBuyer may offer employment, on an “at will” basis, to any or all of such terms and conditions as set forth on Section 5.05(a) of the Disclosure Schedulesemployees. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco each Seller shall extend offers of at-will employment to Employees terminate all employees of the BusinessBusiness who are actively at work on the Closing Date, and offers to engage those Personnel of the Businessand, exclusive of Employeesat Buyer’s sole discretion, for certain consultant or independent contractor servicesBuyer may offer employment, on an “at will” basis, to any or all of such terms employees. The applicable Seller shall bear any and conditions as set forth on all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 5.05(a) of the Disclosure Schedules6.05. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Each Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company such Seller at any time on or prior to the Closing Date and the Company such Seller shall pay all such amounts to all entitled persons as in accordance with the terms and when dueconditions applicable to such compensation or other payments. (c) The Company Each Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Each Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Each Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective The provisions of this Section 6.05 shall be binding upon and are solely for the benefit of the parties hereto, and no current or former employee, officer, director or any other individual shall have any rights or remedies whatsoever by reason of this Section 6.05, or be regarded for any purpose as soon as practicable following a third party beneficiary by reason of this Section 6.05 or have any cause of action or claim based on this Section 6.05. In no event shall the Closing Dateterms of this Agreement be deemed to: (i) establish, the Companyamend, or modify any Benefit Plan or any other benefit or compensation plan, program, policy, Contract, agreement, arrangement, commitment or understanding maintained or sponsored by any Seller, Buyer, or any applicable Affiliateof their respective Affiliates; (ii) alter or limit the ability of any Seller, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by NewcoBuyer, or an Affiliate any of Newcotheir respective Affiliates, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(las applicable, to: (A) of the Code. Upon the transfer of assets and liabilities into Newco’s amend, modify, or terminate any Benefit Plan or any other benefit or compensation plan, all transferred account balances from program, policy, Contract, agreement, arrangement, commitment or understanding or (B) terminate the Company’s plan shall become fully vestedemployment or service of any Person at any time for any or no reason, subject to any contract rights; or (iii) confer upon any current or former employee, officer, director or any other individual any right to employment or service with Buyer or any of its Affiliates or continued employment, benefits, or continued service with any Seller, Buyer, or any of their respective Affiliates.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Sellers shall extend offers of at-will employment to Employees effectively terminate all employees of the BusinessBusiness who are actively at work at the Effective Time, and offers to engage those Personnel of the Businessand, exclusive of Employeesat Buyer's sole discretion, for certain consultant Buyer may (directly or independent contractor servicesthrough its applicable Affiliate) offer employment, on an "at will" basis, to any of such terms employees. Sellers shall bear any and conditions as set forth on all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 5.05(a) of the Disclosure Schedules6.05. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Sellers shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, including hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Sellers or their applicable Affiliates at any time on or prior to the Closing Date Effective Time and the Company Sellers shall pay all such amounts to all entitled persons as and when dueon or prior to the Effective Time. (c) The Company Sellers shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing DateEffective Time. The Company Sellers also shall remain solely responsible for all worker’s 's compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing DateEffective Time. The Company Sellers shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel Each employee of the Business who become becomes employed by Newco, Buyer (or an Affiliate of Newco, its applicable Affiliate) in connection with the transactions contemplated by this Agreement. Any such transfer Agreement shall be eligible to receive the salary and benefits maintained for employees of Buyer on substantially similar terms and conditions in an amount sufficient the aggregate as are provided to satisfy Section 414(lsimilarly situated employees of Buyer. (e) Each employee of the Code. Upon Business who becomes employed by Buyer (or its applicable Affiliate) in connection with the transfer transaction shall be given service credit for the purpose of assets eligibility under the group health plan and liabilities into Newco’s eligibility and vesting only under the defined contribution retirement plan for his or her period of service with the Sellers prior to the Closing Date; provided, however, that (i) such credit shall be given pursuant to payroll or plan records, at the election of Buyer, in its sole and absolute discretion; and (ii) such service crediting shall be permitted and consistent with Buyer's defined contribution retirement plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Sellers shall extend offers of at-will terminate all Employees, and, at Xxxxx’s sole discretion, Buyer may offer employment to any or all of such Employees subject to appropriate background checks and, if necessary, negotiation of employment arrangements. Sellers shall bear any and all obligations and liability under the Business, and offers WARN Act resulting from employment losses pursuant to engage those Personnel of the Business, exclusive of Employees, for certain consultant or independent contractor services, on such terms and conditions as set forth on Section 5.05(a) of the Disclosure Schedulesthis section. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Sellers shall be solely responsible forresponsible, and Aspen and Newco Xxxxx shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Sellers at any time on or prior to the Closing Date and the Company Sellers shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Sellers shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Sellers also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Sellers shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to On the Closing Date, Newco Seller shall extend offers of at-will employment to Employees of the Business, and offers to engage those Personnel of the Business, exclusive of Employees, for certain consultant or independent contractor services, on such terms and conditions as set forth terminate all employees identified on Section 5.05(a6.09(a)(i) of the Disclosure SchedulesSchedule who are actively at work on the Closing Date (the “Transferred Employees”) and Buyer, or an Affiliate of Buyer, shall offer employment, on an “at will” basis, to such Transferred Employees. Seller shall fully comply with any obligations under the Worker Adjustment and Retraining Notification Act, as amended and any state law counterpart (collectively, the “WARN Act”) with respect to the employment losses pursuant to this Section 6.09 and shall bear any and all obligations and liability under resulting such employment losses. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, Exhibit 2.1 officer, director, independent contractor or consultant of the BusinessSeller, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business Seller or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business Seller which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. Seller shall remain solely responsible for maintaining a group health plan that will have the obligation to make group health plan continuation coverage available to any “M&A qualified beneficiaries” (within the meaning of Treasury Regulation Section 54-4980B-9, Q&A- 4) with respect to the transaction contemplated under this Agreement. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, Notwithstanding anything herein to the defined contribution retirement plan maintained by Newcocontrary, with respect this Section 6.09 shall not apply to those eligible Personnel any employees of the Business who become employed by Newco, Cytori UK or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vestedCytori Japan.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Seller shall extend offers terminate those employees selected by Buyer and, at Buyer’s sole discretion, Buyer may retain any or all of at-will employment such employees on terms acceptable to Employees of the Business, Buyer and offers to engage those Personnel of the Business, exclusive of Employees, for certain consultant or independent contractor services, on such terms and conditions as set forth on Section 5.05(a) of the Disclosure Schedulesemployees. (b) Except to the extent included as Current Liabilities set forth in the Estimated Closing Working Capital StatementSection 6.18, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Effective and commencing as of the Closing Date, Newco Sellers shall extend offers of at-will employment to Employees terminate all employees of the Business, and offers Agency that perform services relating to engage those Personnel the Business who are active as of the BusinessClosing Date, exclusive of Employeesand, for certain consultant or independent contractor servicesat Buyer’s sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such terms and conditions as set forth on Section 5.05(a) of the Disclosure Schedulesemployees. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Sellers shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor, consultant or Insurance Producer of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Sellers at any time on or prior to the Closing Date and the Company Sellers shall pay all such amounts to all entitled persons as and when duePersons on or prior to the Closing Date. (c) The Company Sellers shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors, consultants or Insurance Producers of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Sellers also shall remain solely responsible for all worker’s workers’ compensation claims of any current or former Personnel employees, officers, directors, independent contractors, consultants or Insurance Producers of the Business which relate to events occurring on or prior to the Closing Date. The Company Sellers shall pay, or cause to be paid, all such amounts to the appropriate persons Persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior Buyer, at Buyer's sole discretion, may offer employment on an "at will" basis to any employee of the Business who is actively at work on the Closing Date, Newco and Sellers shall extend offers cooperate with Buyer to facilitate Buyer's entry into employment relationships with such employees on terms deemed satisfactory to Buyer in its sole discretion. Sellers and their Affiliates will not, directly or indirectly, solicit, initiate, knowingly encourage, or take any action that would reasonably be expected to lead to any such employee refusing Buyer's offer of at-will employment to Employees of the Business, and offers to engage those Personnel of the Business, exclusive of Employees, for certain consultant or independent contractor services, on such terms and conditions as set forth on Section 5.05(a) of the Disclosure Schedulesemployment. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Sellers shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Sellers at any time on or prior to the Closing Date and the Company Sellers shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Sellers shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Sellers also shall remain solely responsible for all worker’s 's compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Sellers shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, . Sellers shall be solely responsible for health plan continuation coverage under COBRA or any applicable Affiliate, similar state law. Buyer shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, have no COBRA responsibility with respect to those eligible Personnel Sellers’ employees or former employees or the dependents of either, including any responsibility that might otherwise arise under Section 54.4980B-9 of the Business who become employed by Newco, or an Affiliate of Newco, Treasury Regulations dealing with COBRA responsibility in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets mergers and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vestedacquisitions.

Employees and Employee Benefits. (a) No later than ten (10) days prior to the Closing Date, Newco Seller shall extend offers of at-will employment to Employees terminate all of the Business, and offers to engage those Personnel of the Business, exclusive of Employees, for certain consultant or independent contractor services, Transferred Employees on such terms and conditions date as set forth on Section 5.05(a) of the Disclosure Schedules. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Parties shall mutually agree. Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any Transferred Employee, in connection with such termination including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with Seller at any time on or prior to the Closing Date and Seller shall pay all such amounts to all entitled Persons on or prior to the date as the Parties shall mutually agree as the date of termination. (b) Seller shall be solely responsible, and Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any other current or former Personnel employee, officer, director, independent contractor or consultant of the BusinessAVRL, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when due. (c) The Company Persons on or prior to the Closing Date. Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business AVRL or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business AVRL which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons Persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior Sellers shall use their best efforts to make available to Buyers all employees of the Companies and the Subsidiaries on the Closing Date, Newco shall extend offers of at-will employment to Employees of the Business, and offers to engage those Personnel of the Business, exclusive of Employees, for certain consultant or independent contractor services, on such terms and conditions as set forth on Section 5.05(a) of the Disclosure Schedules. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company shall be solely responsible for, and Aspen and Newco . Buyers shall have no obligations whatsoever for, to hire any compensation or other amounts payable to any current or former Personnel of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension Companies or profit sharing benefits or severance pay for any period relating to the service with the Company at any time on or prior to the Closing Date and the Company Subsidiaries' employees. Sellers shall pay all such amounts to all entitled persons as and when due. (c) The Company shall remain be solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel any person who was an employee of the Business Companies or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or their Subsidiaries immediately prior to the Closing under any Plan or any government mandated benefits (worker's compensation and unemployment compensation) or otherwise, which claims are based on occurrences prior to the Closing, or as a result of the Closing, regardless of when notices of such claims were filed. Sellers shall retain responsibility for and shall indemnify and hold Buyers harmless with respect to all compensation payable, including with respect to the benefits or other liabilities payable with respect to all Plans, relating to employees of the Companies or their Subsidiaries who retired or terminated employment prior to the Closing. Sellers shall have no responsibility to provide benefits or government mandated benefits for claims arising out of events that occurred after the Closing Date. The Company also ; however, Sellers shall remain solely responsible liable for all worker’s compensation any claims arising out of any current or former Personnel of the Business which relate to events occurring on or that occurred prior to and on the Closing Date. The Company shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following On the Closing Date, Sellers shall retain or assume all liabilities of any kind or description (including, without limitation, disability payments, workers compensation awards and health benefits) with respect to any former employees (including, without limitation, retirees and disabled persons) as of the CompanyClosing Date. As of the Closing, employees of the Companies and their Subsidiaries who continue their employment with such entity shall not be restricted by the provisions of any employment agreement or noncompetition agreement between any applicable Affiliate, shall effect a transfer of assets such employee and liabilities (including outstanding loans) from Sellers or the defined contribution retirement plan that it maintainsCompanies and their Subsidiaries, to the defined contribution retirement plan maintained extent that such agreement would restrict such employees from engaging in any business conducted by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vestedentity.

Employees and Employee Benefits. (a) No later than ten (10) days prior to 6.5.1 Commencing on the Closing Date, Newco Purchaser (and/or an Affiliate of Purchaser for all of this Section 6.5) shall extend offers of at-will offer employment to Employees each person listed on Schedule 6.5, with the terms of the Businesssuch employment to be substantially equivalent to those terms of each such person’s current employment arrangement with Seller (including salary, commissions, bonus and offers benefits), as previously provided to engage those Personnel of the Business, exclusive of Employees, for certain consultant or independent contractor services, on such terms Purchaser by Seller. Seller shall terminate any employee who wishes to accept employment with Purchaser and conditions as set forth on Section 5.05(a) of the Disclosure Scheduleswaive any relevant non-compete solely with respect to employment with Purchaser. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company 6.5.2 Seller shall be solely responsible forresponsible, and Aspen and Newco Purchaser shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as on or prior to the Closing Date. Purchaser shall indemnify Seller for any and when dueall Liabilities relating to or arising from the WARN ACT or any similar state statute. (c) The Company 6.5.3 Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following 6.5.4 Each employee of the Closing Date, Business who becomes employed by Purchaser in connection with the Company, or any applicable Affiliate, transaction shall effect a transfer be given service credit for the purpose of assets eligibility under the group health plan and liabilities (including outstanding loans) from eligibility and vesting only under the defined contribution retirement plan that it maintains, for his or her period of service with the Seller prior to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vestedClosing Date.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Seller shall extend offers of at-will employment to Employees terminate all employees of the BusinessBusiness who are actively at work on the Closing Date, and, other than Rxxx Xxxx and offers to engage those Personnel of the BusinessTxxxx Xxxxx, exclusive of Employeesat Buyer’s sole discretion, for certain consultant or independent contractor servicesBuyer may offer employment, on an “at will” basis, to any or all of such terms employees. Seller shall bear any and conditions as set forth on all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 5.05(a) of the Disclosure Schedules6.01. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Seller will be responsible for providing continuation coverage (within the meaning of Section 4980B of the Code and Part G of Subtitle B of Title I of ERISA) with respect to any former employee of Seller and any other qualified beneficiary who as of the Closing is receiving or is eligible to receive such continuation coverage, and Buyer will incur no premium or other expense for such coverage. (e) Effective as soon as practicable following the Closing Date, the CompanySeller, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by NewcoBuyer, with respect to those eligible Personnel employees of the Business who become employed by NewcoBuyer, or an Affiliate of NewcoBuyer, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. (f) Each employee of the Business who becomes employed by Buyer in connection with the transaction shall be given service credit for the purpose of eligibility under the group health plan and eligibility and vesting only under the defined contribution retirement plan for his or her period of service with the Seller prior to the Closing Date; provided, however, that (i) such credit shall be given pursuant to payroll or plan records, at the election of Buyer, in its sole and absolute discretion; and (ii) such service crediting shall be permitted and consistent with Buyer’s defined contribution retirement plan. (g) This Section 6.01 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 6.01, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.01. Upon the transfer of assets and liabilities into Newco’s Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, all transferred account balances from program, agreement or arrangement. The parties hereto acknowledge and agree that the Company’s plan terms set forth in this Section 6.01 shall become fully vestednot create any right in any Person to any continued employment with Buyer or any of its Affiliates or compensation or benefits of any nature or kind whatsoever.

Employees and Employee Benefits. (a) No later than ten (10) days prior Effective immediately upon Closing, Seller will terminate or cause to be terminated the Closing Date, Newco shall extend offers of at-will employment to Employees of the Business, and offers to engage those Personnel of the Business, exclusive of Employees, for certain consultant or independent contractor services, on such terms and conditions as set forth on employees listed in Section 5.05(a4.20(a) of the Disclosure SchedulesSchedule. Thereafter, Buyer intends to offer employment to such individuals terminated on terms acceptable to Buyer, in its sole discretion. Seller will pay all amounts due to such individuals from Seller and its Affiliates, including, without limitation, all amounts accrued. (b) Except to Seller shall bear any and all obligations and liability, if any, under the extent included as Current Liabilities WARN Act or other applicable Laws resulting from employment losses in connection with the Estimated Closing Working Capital Statement, the Company transactions contemplated by this Agreement. (c) Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the BusinessSeller, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on on, prior to, or prior to after the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon, prior to, or after the Closing Date. (cd) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Seller shall extend offers of at-will employment to Employees terminate all employees of the BusinessBusiness who are actively at work on the Closing Date, and offers to engage those Personnel of the Businessand, exclusive of Employeesat Buyer’s sole discretion, for certain consultant or independent contractor servicesBuyer may offer employment, on an “at will” basis, to any or all of such terms employees. Seller shall bear any and conditions as set forth on all obligations and liability under the WARN Act and applicable state statutes resulting from employment losses pursuant to this Section 5.05(a) of the Disclosure Schedules6.5. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to or on behalf of all entitled persons on or prior to the Closing Date or in the case of any Benefit Plan, in the ordinary course and/or as and when duerequired by Law. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits under any Benefit Plan of Seller brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due, subject to the terms of any workers compensation Law or Benefit Plan. (d) Effective as soon as practicable following Seller shall terminate all of its employees on the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business . Each employee who become becomes employed by Newco, or an Affiliate of Newco, Buyer in connection with the transactions contemplated by this Agreement. Any such transfer Agreement shall be eligible to receive the salary and benefits maintained for employees of Buyer on substantially similar terms and conditions in an amount sufficient the aggregate as are provided to satisfy Section 414(lsimilarly situated employees of Buyer. (e) Each employee of the Code. Upon Business who becomes employed by Buyer in connection with the transfer transaction shall be given service credit for the purpose of assets eligibility under the group health plan and liabilities into Newcoeligibility and vesting only under the defined contribution retirement plan for his or her period of service with the Seller prior to the Closing Date; provided, however, that (i) such credit shall be given pursuant to payroll or plan records, at the election of Buyer, in its sole and absolute discretion; and (ii) such service crediting shall be permitted and consistent with Buyer’s defined contribution retirement plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior Seller has no employees. Seller shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to the Closing Datethis Section 5.05, Newco shall extend offers of at-will employment to Employees of the Business, and offers to engage those Personnel of the Business, exclusive of Employees, for certain consultant or independent contractor services, on such terms and conditions as set forth on Section 5.05(a) of the Disclosure Schedulesif any. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the BusinessSeller, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date date of this Agreement and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to such date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business Seller or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Datedate of this Agreement. The Company Seller also shall remain solely responsible for all worker’s 's compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business business of the Seller which relate to events occurring on or prior to the Closing Datesuch date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Sellers shall extend offers of at-will employment to Employees terminate all employees of the BusinessBusiness who are actively at work on the Closing Date, and offers to engage those Personnel of the Businessand, exclusive of Employeesat Buyer's sole discretion, for certain consultant or independent contractor servicesBuyer may offer employment, on an "at will" basis, to any or all of such terms and conditions as set forth on Section 5.05(a) of the Disclosure Schedulesemployees. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Sellers shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Sellers at any time on or prior to the Closing Date and the Company Sellers shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Sellers shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Sellers also shall remain solely responsible for all worker’s 's compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Sellers shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel Each employee of the Business who become becomes employed by Newco, or an Affiliate of Newco, Buyer in connection with the transactions contemplated by this Agreement. Any such transfer Agreement shall be eligible to receive the compensation and benefits maintained for employees of Buyer on substantially similar terms and conditions in an amount sufficient the aggregate as are provided to satisfy Section 414(l) similarly situated employees of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vestedBuyer.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Upon the Closing Date, Newco Sellers shall extend offers of at-will employment to Employees terminate those employees of the BusinessBusiness that Buyer Group gives notice to Sellers of its intent to hire at Closing, and offers to engage those Personnel so that, at Buyer Group's sole discretion, the members of the Business, exclusive of Employees, for certain consultant or independent contractor servicesBuyer Group may offer employment, on an “at will” basis, to any or all of such terms and conditions as set forth on Section 5.05(a) of the Disclosure Schedulesemployees. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Sellers shall be solely responsible forresponsible, and Aspen and Newco none of the members of the Buyer Group shall have no any obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company any of Sellers at any time on or prior to the Closing Date and the Company shall pay all such amounts to all entitled persons as and when dueDate. (c) The Company Sellers shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Sellers also shall remain solely responsible for all worker’s 's compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Sellers shall pay, or cause to be paid, all such amounts to the appropriate persons person as and when due. (d) Effective as soon as practicable following Each employee of the Closing Date, Business who becomes employed by a member of the Company, or any applicable Affiliate, Buyer Group in connection with the transaction shall effect a transfer be given service credit for the purpose of assets eligibility under the group health plan and liabilities (including outstanding loans) from eligibility only under the defined contribution retirement plan that it maintains, for his or her period of service with the Sellers prior to the Closing Date; provided, however, that (i) such credit shall be given pursuant to payroll or plan records, at the election of Buyer Group, in its sole and absolute discretion; and (ii) such service crediting shall be permitted under, and consistent with, Buyer Group's defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Seller shall extend offers of at-will employment to Employees terminate all employees of the BusinessBusiness who are actively at work on the Closing Date, and offers to engage those Personnel of the Businessand, exclusive of Employeesat Buyer’s sole discretion, for certain consultant or independent contractor servicesBuyer may offer employment, on an “at will- basis, to any or all of such terms and conditions as set forth on Section 5.05(a) of the Disclosure Schedulesemployees. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, . bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel Each employee of the Business who become becomes employed by Newco, or an Affiliate of Newco, Buyer in connection with the transactions contemplated by this Agreement. Any such transfer Agreement shall be eligible to receive the salary and benefits maintained for employees of Buyer on substantially similar terms and conditions in an amount sufficient the aggregate as are provided to satisfy Section 414(l) similarly situated employees of Buyer, and Buyer shall provide each such employee with credit for any vacation days of such employee with respect to Seller that are accrued but unused in the 2017 calendar year as of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vestedClosing Date.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Seller shall extend offers of at-will employment to Employees terminate all employees of the BusinessBusiness who are actively at work on the Closing Date, and offers to engage those Personnel of the Businessand, exclusive of Employeesat Buyer’s sole discretion, for certain consultant or independent contractor servicesBuyer may offer employment, on an “at will” basis, to any or all of such terms employees. Seller shall bear any and conditions as set forth on all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 5.05(a) of the Disclosure Schedules6.05. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the CompanySeller, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by NewcoBuyer, with respect to those eligible Personnel employees of the Business who become employed by NewcoBuyer, or an Affiliate of NewcoBuyer, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into NewcoBuyer’s plan, all transferred account balances from the CompanySeller’s plan shall become fully vested. (e) Each employee of the Business who becomes employed by Buyer in connection with the transactions contemplated by this Agreement shall be eligible to receive the salary and benefits maintained for employees of Buyer on substantially similar terms and conditions in the aggregate as are provided to similarly situated employees of Buyer. (f) Each employee of the Business who becomes employed by Buyer in connection with the transaction shall be given service credit for the purpose of eligibility under the group health plan and eligibility and vesting only under the defined contribution retirement plan for his or her period of service with the Seller prior to the Closing Date; provided, however, that: (i) such credit shall be given pursuant to payroll or plan records, at the election of Buyer, in its sole and absolute discretion; and (ii) such service crediting shall be permitted and consistent with Buyer’s defined contribution retirement plan.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco each Seller shall extend offers of at-will employment to Employees terminate all employees of the BusinessPurchased Business who are actively at work on the Closing Date, and offers to engage those Personnel of except for the Business, exclusive of Employees, for certain consultant or independent contractor services, on such terms and conditions as set forth employees listed on Section 5.05(a5.02(a) of the Disclosure Schedules. Buyer will offer employment, on an “at will” basis, to substantially all of such terminated employees who are eligible individuals pursuant to Buyer’s employment practices and policies (the “Continuing Employees”). (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Sellers shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Purchased Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company a Seller at any time on or prior to the Closing Date and the Company each Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Each Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Purchased Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Each Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Purchased Business which relate to events occurring on or prior to the Closing Date. The Company Each Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective For purposes of determining the Continuing Employees eligibility to participate and for vesting purposes in the Buyer’s 401(k) plan, health plan and for vacation and/or PTO policies, service with each Seller shall be treated as soon as practicable following the Closing Dateservice with Buyer, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, except to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel extent such service credit would result in any duplication of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreementbenefits. Any such transfer credit shall be given pursuant to payroll or plan records, at the election of Buyer, in an amount sufficient its sole and absolute discretion. For the purposes of Buyer’s employee severance plans and practices, no service credit will be given to satisfy Section 414(lthe Continuing Employees for prior service with Sellers. (e) of the Code. Upon the transfer of assets With respect to each Continuing Employee, Buyer agrees to comply with all immigration laws, including Form I-9 requirements and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vestedany applicable mandatory E-Verify obligations.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Seller shall extend offers of at-will employment to Employees terminate all employees of the BusinessSeller Business who are actively at work on the Closing Date, and offers to engage those Personnel of the Businessand, exclusive of Employees, for certain consultant or independent contractor servicesBuyer will offer employment, on an “at will” basis, to any or all of such terms employees who meet Buyer’s standard employment requirements. Seller shall bear any and conditions as set forth on all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 5.05(a) of the Disclosure Schedules6.05. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Seller Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Seller Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Seller Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the CompanySeller, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by NewcoBuyer, with respect to those eligible Personnel employees of the Seller Business who become employed by NewcoBuyer, or an Affiliate of NewcoBuyer, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into NewcoBuyer’s plan, all transferred account balances from the CompanySeller’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Seller shall extend offers of at-will cause Liu Chi Hung to enter into an employment to Employees of agreement with Buyer in the Business, and offers to engage those Personnel of the Business, exclusive of Employees, for certain consultant or independent contractor services, on such terms and conditions form as set forth on attached under Section 5.05(a6.04(a) of the Disclosure Schedules. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current employee (or former Personnel employee) of the BusinessSeller, including, without limitation, hourly pay, commission, bonus, salary, accrued vacationvacations, fringe, pension or profit sharing benefits benefits, or severance pay payable to any employee (or former employee) of Seller for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueemployees on or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current employees (or former Personnel employees) or agents of the Business or the spouses, dependents or beneficiaries thereof, Seller which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s 's compensation claims of any current employees (or former Personnel employees) or agents of the Business Seller which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior Except for each signatory to the Employment Agreements, as of the Closing Date, Newco Seller shall extend offers of at-will employment to Employees terminate all employees of the BusinessBusiness that can be terminated pursuant to applicable Law on the Closing Date, and offers to engage those Personnel of the Businessand, exclusive of Employeesat Buyer's sole discretion, for certain consultant or independent contractor servicesBuyer may offer employment, on an “at will” basis, to any or all of such terms and conditions as set forth on Section 5.05(a) of the Disclosure Schedulesemployees. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date Date, and the Company Seller shall pay all such amounts to all entitled persons as on or prior to the Closing Date, in compliance with applicable Law for those employees who are terminated, or at the next regular payroll period following the Closing Date for those employees, if any, who remain employed with Seller from and when dueafter the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing DateClosing. The Company Seller also shall remain solely responsible for all worker’s 's compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business Business, which claims relate to events occurring on or prior to the Closing DateClosing. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior Buyer, at Bxxxx’s sole discretion, may offer employment, on an “at will” basis, to the Closing Dateany or all of Seller’s employees. However, Newco Buyer shall extend offers of at-will have no obligation to offer employment to Employees any of the Business, and offers to engage those Personnel of the Business, exclusive of Employees, for certain consultant or independent contractor services, on such terms and conditions as set forth on Section 5.05(a) of the Disclosure SchedulesSeller’s employees. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statementotherwise set forth herein, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations obligation whatsoever for, any employment agreement or Contract with any employee of Seller or compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Businessbusiness conducted through the Purchased Assets, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business business related to the Purchased Assets or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s workers’ compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business business related to the Purchased Assets which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Seller shall extend offers terminate all employees of at-will the Business who are actively at work on the Closing Date, and Buyer shall offer employment to Employees of the Business, and offers to engage those Personnel of the Business, exclusive of Employees, Jxxxxx Xxxx for certain consultant or independent contractor services, 90 days on such terms and conditions as set forth on Section 5.05(a) of the Disclosure Schedulesit decides. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, manager, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, managers, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, Seller shall effect a transfer of assets remain responsible for all liabilities and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, obligations in connection with COBRA with respect to those eligible Personnel any individual who as a result of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be , including, any individual who is participating in an amount sufficient to satisfy Section 414(lany Benefit Plan and who experiences a "qualifying event" (within the meaning of COBRA) on or before the Closing Date and any individual who is receiving COBRA coverage as of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vestedClosing Date.

Employees and Employee Benefits. (a) No later than ten Within one (101) days prior Business Day following the Initial Closing Date and Seller’s receipt of funds in accordance with Section 1.3(a) above, Seller shall cause the Company to terminate or initiate the Closing Date, Newco shall extend offers process with its payroll service provider to transfer to Seller of at-will employment to Employees all employees of the Business, Company who employed by the Company. Seller shall bear any and offers all obligations and liability under the WARN Act resulting from employment losses pursuant to engage those Personnel of the Business, exclusive of Employees, for certain consultant or independent contractor services, on such terms and conditions as set forth on this Section 5.05(a) of the Disclosure Schedules1.7. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital StatementSeller shall be solely responsible, and neither Buyer nor the Company shall be solely responsible for, and Aspen and Newco shall have no any obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, member, independent contractor or consultant of the BusinessCompany as of immediately prior to the Initial Closing Date, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company at any time on or prior to the Initial Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Initial Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, members, independent contractors or consultants of the Business Company or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Initial Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, members, independent contractors or consultants of the Business Company which relate to events occurring on or prior to the Initial Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior Buyers shall offer employment to those employees who are employed by the Businesses on the Closing Date, Newco shall extend offers and to Xxxxxxx Xxxxxxx and Xxxxx Xxxxxxx, employees of at-will employment to Employees Parent (the “Employees”) (including those employees on leave of absence, vacation, or otherwise absent from work on the Business, and offers to engage those Personnel of the Business, exclusive of Employees, for certain consultant or independent contractor services, on such terms and conditions as set forth on Section 5.05(a) of the Disclosure SchedulesClosing Date). (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Buyers shall be solely responsible forresponsible, and Aspen Parent and Newco Sellers shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor, or consultant of the BusinessBusinesses, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits benefits, or severance pay for any period relating to the service with the Company Parent or Sellers at any time on or prior to the Closing Date and the Company Buyers shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Sellers shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident health, accident, or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors, or consultants of the Business Businesses or the spouses, dependents dependents, or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Sellers also shall remain solely responsible for all worker’s 's compensation claims of any current or former Personnel employees, officers, directors, independent contractors, or consultants of the Business Businesses which claims relate to events occurring on or prior to the Closing Date. The Company shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the CompanySellers, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintainsthey maintain, to the defined contribution retirement plan maintained by NewcoBuyers, with respect to those eligible Personnel employees of the Business Businesses who become employed by Newcoa Buyer, or an Affiliate of Newcoa Buyer, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s Buyers’ plan, all transferred account balances from the Company’s plan Sellers’ plans shall become fully vested. (e) For one year following the Closing Date, Buyers shall maintain the base salary or base wages, as applicable, of any Employee who becomes employed by a Buyer or any of its Affiliates that are no less than the amount in effect immediately prior to the Closing Date. Each employee of the Businesses who becomes employed by a Buyer or any of its Affiliates in connection with the transactions contemplated by this Agreement shall be eligible to receive the benefits maintained for employees of Buyers on substantially similar terms and conditions in the aggregate as are provided to similarly situated employees of Buyers or their Affiliates, which benefits shall be no less favorable, in the aggregate, than those received by such employees from Parent or Sellers.

Employees and Employee Benefits. (a) No later than ten Commencing on the termination of the Transition Services Agreement (10) days prior to or at such earlier time as Buyer may direct), Seller shall terminate all employees of the Business who are actively at work on the Closing Date, Newco shall extend offers of at-will employment to Employees of the Businessand, and offers to engage those Personnel of the Businessat Xxxxx’s sole discretion, exclusive of Employees, for certain consultant or independent contractor servicesBuyer may offer employment, on an “at will” basis, to any or all of such terms and conditions as set forth on Section 5.05(a) of the Disclosure Schedulesemployees. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Xxxxx shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to On the Closing Date, Newco Seller shall extend offers of at-will employment to Employees terminate all employees of the BusinessBusiness who are actively at work on the Closing Date, and offers to engage those Personnel of and, commencing on the BusinessClosing Date, exclusive of Employees, for certain consultant or independent contractor servicesBuyer shall offer employment, on an “at will” basis, to all of such terms employees. Seller shall bear any and conditions as set forth on all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 5.05(a) of the Disclosure Schedules6.05. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when due. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior The Seller shall use its best efforts to the Closing Date, Newco shall extend offers of at-will employment make available to Employees Purchaser all employees of the Business, and offers to engage those Personnel of Company at the Business, exclusive of Employees, for certain consultant or independent contractor services, on such terms and conditions as set forth on Section 5.05(a) of the Disclosure Schedules. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company shall be solely responsible for, and Aspen and Newco Effective Time. The Purchaser shall have no obligations whatsoever for, to hire or continue the employment of any compensation or other amounts payable to any current or former Personnel of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company at any time on or prior to the Closing Date and the Company Company's employees. The Seller shall pay all such amounts to all entitled persons as and when due. (c) The Company shall remain be solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel any Person who was an employee of the Business Company immediately prior to the Effective Time under any Plan or the spouses, dependents any government mandated benefits (worker's compensation and unemployment compensation) or beneficiaries thereofotherwise, which claims relate to events occurring are based on or occurrences prior to the Closing DateEffective Time, or as a result of the Merger and the transactions contemplated herein, regardless of when notices of such claims were filed. The Company also Seller shall remain solely responsible retain responsibility for and shall indemnify and hold the Purchaser harmless with respect to all worker’s compensation claims of any current payable, including with respect to the benefits or former Personnel other liabilities payable with respect to all Plans, relating to employees of the Business which relate to events occurring on Company or its subsidiaries who retired or terminated employment prior to the Closing DateEffective Time. The Company Seller shall payhave no responsibility to provide benefits or government mandated benefits for claims arising out of events that occurred after the Effective Time; provided, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Datehowever, the CompanySeller shall remain liable for any claims arising out of events that occurred prior to and at the Effective Time. At the Effective Time, the Seller shall retain or assume all liabilities of any applicable Affiliatekind or description (including, shall effect a transfer of assets without limitation, disability payments, workers compensation awards and liabilities (including outstanding loanshealth benefits) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel any former employees (including, without limitation, retirees and disabled Persons) as of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vestedEffective Time.

Employees and Employee Benefits. (a) No later than ten (10) days At or prior to the Closing DateClosing, Newco Seller shall extend offers of at-will employment to Employees terminate, pay severance to, and obtain enforceable liability releases from, all employees of the BusinessBusiness who are actively at work on the Effective Date. At Buyer’s sole discretion, Bxxxx may offer employment, on an “at will” basis, to any or all of such employees. Seller shall bear any and all obligations and liability resulting from employment losses pursuant to this 0 under the federal Worker Adjustment and Retraining Notification Act of 1988, and offers similar state, local and foreign laws related to engage those Personnel of the Businessplant closings, exclusive of Employeesrelocations, for certain consultant or independent contractor services, on such terms mass layoffs and conditions as set forth on Section 5.05(a) of the Disclosure Schedulesemployment losses. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Bxxxx shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on at or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueat or prior to the Closing. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on at or prior to the Closing DateClosing. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on at or prior to the Closing DateClosing. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten Except as otherwise set forth below in this Section 6.05 (10a) days each Seller shall terminate its employment relationships with all of its employees at or prior to Closing. Following the Closing, Buyer may, at the Buyer’s sole and absolute discretion, offer employment to such persons. Nothing in this Agreement shall create any obligation on the part of Buyer to either hire or continue the employment of any employees of the Business for any definite period following the Closing Date, Newco shall extend offers of at-will employment to Employees . Buyer acknowledges and agrees that one or both of the Business, and offers to engage those Personnel Key Employees may be hired as an independent contractor by one or more of the Business, exclusive Sellers and/or Stockholder after the Closing to provide post-Closing services on behalf of Employees, for certain consultant or independent contractor services, on such terms and conditions as set forth on Section 5.05(a) of the Disclosure Schedulesparties. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Each Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the BusinessBusiness of such Seller, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company such Seller at any time on or prior to the Closing Date and the Company such Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Sellers shall remain solely responsible for be liable for, and indemnify, defend and hold Buyer harmless from, all Liability: (i) related to employees of such Seller’s Business and arising from or relating to periods prior to the satisfaction Closing, (ii) to the extent such Liabilities arise from any action, event or course of all conduct that occurs on account of a Person’s employment or former employment or contractor engagement by such Seller or the Business; (iii) arising under or relating to any Benefit Plan; (iv) related to worker’s compensation, disability or similar workers’ protection claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate are the result of an injury or illness originating on or prior to events the Closing Date; (v) for obligations required by the Fair Labor Standards Act of 1938, the Equal Pay Act, applicable wage and hour laws, applicable workers’ compensation laws, or any other applicable requirements of Law for any period on or prior to the Closing Date; and (vi) arising under the WARN Act from conduct occurring on or prior to the Closing Date. (d) No provision of this Section 6.05 shall constitute an amendment to any Benefit Plan or any benefit plan which Buyer may maintain. The Company also Nor shall remain solely responsible for all worker’s compensation claims any provision of this Section 6.05 create any third party beneficiary rights, or inure to the benefit of or be enforceable by, any current or former employee, partner, manager, member, director, service provider or the dependent or beneficiary of any current or former Personnel employee, partner, manager, director, member or service provider or any Person representing the interests of the Business which relate to events occurring on or prior to the Closing Date. The Company shall pay, or cause to be paid, all any such amounts to the appropriate persons as and when dueindividual. (de) Effective as soon as practicable following Buyer shall take all actions necessary to provide COBRA continuation coverage to all individuals who are M&A Qualified Beneficiaries (within the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, meaning assigned to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel such term under Q&A-4 of the Business who become employed by NewcoTreasury Regulations Section 54.4980B-9), or an Affiliate which the parties agree include, but are not limited to, those individuals identified on Section 6.05 of Newcothe Disclosure Schedules, of the period to which such individuals are entitled to such coverage, subject to such beneficiaries paying their premiums under COBRA. Sellers shall provide Buyer with copies of all notices previously sent to such individuals related to COBRA continuation coverage arising out of the termination of such individuals' employment with Seller in connection with the transactions contemplated by this Agreement, and such other information and documentation that Buyer may request in order to administer COBRA for such individuals after the Closing Date. Any such transfer Sellers shall be in an amount sufficient have provided the foregoing information to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vestedBuyer at or prior to Closing.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco the Seller shall extend offers of at-will employment to Employees terminate all employees of the BusinessBusiness who are actively at work on the Closing Date, and offers to engage those Personnel of Buyer will hire the BusinessDesignated Employees on an “at will” basis, exclusive of Employeesand, for certain consultant or independent contractor servicesat Buyer’s sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such terms and conditions as set forth on Section 5.05(a) of the Disclosure Schedulesemployees who are not Designated Employees. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company The Seller shall be solely responsible forresponsible, and Aspen and Newco neither Buyer nor its Affiliates shall have no any obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel Each employee of the Business who become becomes employed by Newco, or an Affiliate of Newco, Bxxxx in connection with the transactions contemplated by this Agreement. Any such transfer Agreement shall be eligible to receive the salary and benefits maintained for employees of Buyer on substantially similar terms and conditions in an amount sufficient the aggregate as are provided to satisfy Section 414(l) similarly situated employees of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vestedBuyer.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Seller shall extend offers of at-will employment to Employees terminate all employees of the BusinessBusiness who are actively at work on the Closing Date, and offers to engage those Personnel of the Businessand, exclusive of Employeesat Xxxxx’s sole discretion, for certain consultant or independent contractor servicesBuyer may offer employment, on an “at will” basis, to any or all of such terms employees. Seller shall bear any and conditions as set forth on all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 5.05(a) of the Disclosure Schedules6.05. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Xxxxx shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the CompanySeller, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by NewcoXxxxx, with respect to those eligible Personnel employees of the Business who become employed by NewcoXxxxx, or an Affiliate of NewcoBuyer, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into NewcoXxxxx’s plan, all transferred account balances from the CompanySeller’s plan shall become fully vested. (e) Each employee of the Business who becomes employed by Xxxxx in connection with the transactions contemplated by this Agreement shall be eligible to receive the salary and benefits maintained for employees of Buyer on substantially similar terms and conditions in the aggregate as are provided to similarly situated employees of Buyer. (f) Each employee of the Business who becomes employed by Xxxxx in connection with the transaction shall be given service credit for the purpose of eligibility under the group health plan and eligibility and vesting only under the defined contribution retirement plan for his or her period of service with the Seller prior to the Closing Date; provided, however, that (i) such credit shall be given pursuant to payroll or plan records, at the election of Buyer, in its sole and absolute discretion; and (ii) such service crediting shall be permitted and consistent with Buyer’s defined contribution retirement plan.

Employees and Employee Benefits. (a) No later than ten (10) days prior On or before the date of this Agreement and with Sellers’ consent, Buyer offered employment to the Closing Date, Newco shall extend offers of at-will employment to Employees of the Business, Business listed on Schedule 6.5 on terms determined by Buyer in its sole discretion (Employees who accept such offer of employment hereinafter referred to as the “Hired Employees.” Sellers and offers Buyer shall cooperate in good faith to engage those Personnel effect an orderly transition of the Business, exclusive of any Hired Employees, for certain consultant or independent contractor services, on such terms and conditions as set forth on Section 5.05(a) of the Disclosure Schedulesat Buyer’s sole expense. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Sellers shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current Employee (or former Personnel Employee) of the Businessa Seller, including, without limitation, including hourly pay, commission, bonus, salary, accrued vacationvacations, fringe, pension or profit sharing benefits benefits, or severance pay payable to any Employee (or Former Employee) of Seller for any period relating to the service with the Company Seller at any time prior to the date of this Agreement and Sellers shall pay or settle all such amounts to or with all Employees on or prior to the Closing Date and the Company shall pay all such amounts to all entitled persons as and when duedate. (c) The Company Sellers shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current Employees (or former Personnel Employees) or agents of the Business or the spouses, dependents or beneficiaries thereof, a Seller which claims relate to events occurring on or prior to the Closing Datedate hereof. The Company Sellers also shall remain solely responsible for all worker’s compensation claims of any current Employees (or former Personnel Former Employees) or agents of the Business a Seller which relate to events occurring on or prior to the Closing Datedate hereof. The Company Sellers shall settle, pay, or cause to be paid, all such amounts to or with the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Seller shall extend offers of at-will employment to Employees terminate all employees of the BusinessBusiness who are actively at work on the Closing Date, and offers to engage those Personnel of the Businessand, exclusive of Employeesat Buyer’s sole discretion, for certain consultant or independent contractor servicesBuyer may offer employment, on an “at will” basis, to any or all of such terms employees. Seller shall bear any and conditions as set forth on all obligations and liability under the WARN Act or Act 80 resulting from employment losses for terminations by Seller at or before the Closing (other than terminations required by the first sentence of this Section 5.05(a) 6.05(a)). On or before the Closing Date, Seller shall provide Buyer with proof of the Disclosure Schedulespayment of severance and accrued benefits paid pursuant to Act 80. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons on or prior to the Closing Date. In the event that Buyer employs such employees as described in subsection (a), after the Closing Date, Buyer shall be solely responsible, and when dueSeller shall have no obligations whatsoever for, any compensation or other amounts payable to any employee, officer, director, independent contractor or consultant of the Business (including without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay) for any period relating to service to the Business after the Closing Date and Buyer shall pay all such amounts to such entitled persons for periods after the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health health, accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s workers’ compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective In the event that Buyer employs such employees as soon as practicable following described in subsection (a) beginning at such time that such employee is enrolled in the applicable plan, Buyer shall be solely responsible for the satisfaction of all claims for medical, dental, life insurance, health, accident or disability benefits brought by or in respect of participating employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring after the Closing Date. Buyer also shall be solely responsible for all workers’ compensation claims of any employees, officers, directors, independent contractors or consultants of the CompanyBusiness which relate to events occurring after the Closing Date. Buyer shall pay, or any applicable Affiliatecause to be paid, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, all such amounts to the defined contribution retirement plan maintained by Newcoappropriate persons as and when due. For the avoidance of doubt, nothing herein is intended to modify the obligations of Buyer as a successor employer under COBRA, and the provisions of Treasury Regulation Section 54.4980B-9, Q & A-8 (and in particular subsection (c) thereof) shall continue to apply unmodified; provided, however, (i) that with respect to those eligible Personnel of Seller’s employees who currently have opted for coverage under COBRA or shall have opted for coverage under COBRA prior to the Closing, Buyer shall be deemed to be a successor employer only if either (A) the continuation of COBRA coverage after the Closing is not covered by Seller’s Benefit Plans (with the understanding that Seller’s Benefit Plans will terminate at Closing) or (B) the continuation of COBRA coverage after the Closing is covered by Seller’s Benefit Plans but only at additional cost to Seller; and (ii) that with respect to those members of the Xxxx family who will not be offered employment by Buyer, Buyer shall not be deemed a successor employer under COBRA and Buyer shall not be responsible for any insurance coverage for such persons after Closing. (e) Each employee of the Business who become becomes employed by Newco, or an Affiliate of Newco, Buyer in connection with the transactions contemplated by this Agreement. Any such transfer Agreement shall be eligible to receive the salary and benefits maintained for employees of Buyer on substantially similar terms and conditions in an amount sufficient the aggregate as are provided to satisfy Section 414(lsimilarly situated employees of Buyer. (f) Each employee of the Code. Upon Business who becomes employed by Buyer in connection with the transfer transaction shall be given service credit for the purpose of assets eligibility under the group health plan and liabilities into Newcoeligibility and vesting only under the defined contribution retirement plan for his or her period of service with Seller prior to the Closing Date; provided, however, that (i) such credit shall be given pursuant to payroll or plan records, at the election of Buyer, in its sole and absolute discretion; and (ii) such service crediting shall be permitted and consistent with Buyer’s defined contribution retirement plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Bloxbiz shall extend offers of at-will employment to Employees terminate all employees of the BusinessBusiness who are actively at work on the Closing Date, and offers and, at Buyer's sole discretion, Buyer may offer employment, on an "at will" basis, to engage those Personnel any or all of such employees, with the exception of the BusinessFounders, exclusive of Employees, for certain consultant or independent contractor services, on such terms and conditions as set forth on Section 5.05(a) of the Disclosure Scheduleswhich will be employed by Buyer pursuant to each respective Employment Agreement. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Bloxbiz shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Bloxbiz shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Bloxbiz shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business Bloxbiz or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Bloxbiz also shall remain solely responsible for all worker’s 's compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business Bloxbiz which relate to events occurring on or prior to the Closing Date. The Company Bloxbiz shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Seller shall extend offers of at-will employment to Employees terminate the employees of the BusinessBusiness agreed to by Buyer and Seller who are actively at work on the Closing Date and Buyer shall offer employment, and offers on an “at will” basis, to engage those Personnel any of such employees for a period of three months thereafter (the “Post-Closing Transition Period”). Buyer shall maintain the employment of any such employees actually employed by Buyer for the duration of the BusinessPost-Closing Transition Period, exclusive provided, however, that Buyer may terminate the employment of Employeesany such employee for cause. After the Post-Closing Transition Period, for certain consultant or independent contractor servicesat the Buyer’s sole and absolute discretion, Buyer intends to offer employment, on such terms and conditions as set forth on Section 5.05(a) an “at will” basis, to the Chief Operating Officer of the Disclosure SchedulesSeller (with the position of “Regional Director”) and certain business development and franchise sales personnel designated by the Buyer at its sole discretion (collectively, the “Designated Employees”). (b) Except to the extent included as Current Liabilities provided for in the Estimated Closing Working Capital StatementTransition Services Agreement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons on or prior to the Closing Date or, solely with respect to severance payments from Seller (if any), shall be paid following Closing as and when dueallowed by law. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Seller shall extend offers of at-will employment to Employees terminate all employees of the BusinessBusiness who are actively at work on the Closing Date, and offers to engage those Personnel of the Businessand, exclusive of Employeesat Buyer’s sole discretion, for certain consultant or independent contractor servicesBuyer may offer employment, on an “at will” basis, to any or all of such terms employees. Seller shall bear any and conditions as set forth on all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 5.05(a) of the Disclosure Schedules6.05. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the CompanySeller, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by NewcoBuyer, with respect to those eligible Personnel employees of the Business who become employed by NewcoBuyer, or an Affiliate of NewcoBuyer, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon . (e) Each employee of the transfer Business who becomes employed by Buyer in connection with the transactions contemplated by this Agreement shall be eligible to a two (2) year employment agreement with an annual salary and other terms and conditions to be determined by Buyer; provided, however that such agreements will include a valid with a no-compete clause. (f) Each employee of assets the Business who becomes employed by Buyer in connection with the transaction shall be given service credit for the purpose of eligibility under the group health plan and liabilities into Newcoeligibility and vesting only under the defined contribution retirement plan for his or her period of service with the Seller prior to the Closing Date; provided, however, that (i) such credit shall be given pursuant to payroll or plan records, at the election of Buyer, in its sole and absolute discretion; and (ii) such service crediting shall be permitted and consistent with Buyer’s defined contribution retirement plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Sellers shall extend offers of at-will employment to Employees terminate all employees of the BusinessBusiness who are actively at work on the Closing Date, and offers to engage those Personnel of the Businessand, exclusive of Employeesat Xxxxx’s sole discretion, for certain consultant or independent contractor servicesBuyer may offer employment, on an “at will” basis, to any or all of such terms employees. Sellers shall bear any and conditions as set forth on all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 5.05(a) of the Disclosure Schedules6.05. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Sellers shall be solely responsible forresponsible, and Aspen and Newco Xxxxx shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Sellers at any time on or prior to the Closing Date and the Company Sellers shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Sellers shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Sellers also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Sellers shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Companyeach Seller, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by NewcoXxxxx, with respect to those eligible Personnel employees of the Business who become employed by NewcoBuyer, or an Affiliate of NewcoBuyer, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into NewcoBuyer’s plan, all transferred account balances from the Company’s Sellers’ plan shall become fully vested. (e) Each employee of the Business who becomes employed by Xxxxx in connection with the transaction shall be given service credit for the purpose of eligibility under the group health plan and eligibility and vesting only under the defined contribution retirement plan for his or her

Employees and Employee Benefits. (a) No later than ten (10) days prior to On the Closing Date, Newco Sellers shall extend offers of at-will terminate and shall cause any PEO to terminate all Business Employees, and Purchaser shall offer employment to all Business Employees that do not fail any pre-condition to being employed by Purchaser (including any drug or alcohol screening or other reasonable testing or screening) (such employees accepting such offer, the “Transferred Employees”). Each Seller shall use commercially reasonable efforts to cooperate with Purchaser’s efforts to cause all terminated Business Employees that Purchaser desires to hire to accept such employment. Sellers shall bear any and all obligations of the Business, and offers Liabilities under WARN or applicable state or local law resulting from employment losses relating to engage those Personnel of the Business, exclusive of Employees, for certain consultant or independent contractor services, on such terms and conditions as set forth on Section 5.05(a) of the Disclosure Schedulesterminations. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Sellers shall be solely responsible forresponsible, and Aspen and Newco Purchaser shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor, or consultant of the Business, including, without limitation, including hourly pay, commissioncommission due, bonus, salary, accrued vacation, sick time, or other paid time off, fringe, pension or profit sharing benefits benefits, or severance pay for any period relating to the service with the Company any Seller at any time on or prior to the Closing Date Closing, and the Company Sellers shall pay all such amounts to all entitled persons on or prior to the Closing, except as and when dueotherwise required by applicable Law or the terms of a Contract. (c) The Company Sellers shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident accident, or disability benefits or any Employee Benefit Plan brought by or in respect of current or former Personnel employees, officers, directors, independent contractors, or consultants of the Business or the spouses, dependents dependents, or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing DateClosing. The Company Sellers also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors, or consultants of the Business which relate to events occurring on or prior to the Closing DateClosing. The Company Sellers shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. Purchaser shall not assume any Liability under any of the Employee Benefit Plans (including any post-Closing COBRA obligations) or with respect to any agreements or employee benefit plans sponsored by a PEO. (d) Effective as soon as practicable following Each Seller and its Seller ERISA Affiliates shall retain and perform all obligations under Section 4980B of the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities Code (including outstanding loans“COBRA”) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel all employees or former employees of the Business who become employed by Newcoand their covered dependents on the Closing. For the avoidance of doubt, or an Affiliate of Newcoit is understood that Sellers shall indemnify and hold Purchaser harmless for any and all costs, Liabilities, and expenses with respect to M&A Qualified Beneficiaries (as such term is defined in Treasury Regulations Section 54.4980B-9) in connection with the transactions contemplated by this AgreementAgreement and the other Transaction Documents and arising under Part 6 of Title I of ERISA and Section 4980B of the Code. Any such transfer shall be In the event that Sellers and the Seller ERISA Affiliates cease to maintain a group health plan (as defined in an amount sufficient to satisfy Section 414(l50001(b)(1) of the Code. Upon ), Sellers shall promptly notify AmericasActive:13598183.18 Purchaser and Sellers shall promptly reimburse and indemnify Purchaser for all Liabilities related to the transfer provision of assets COBRA to the M&A Qualified Beneficiaries. (e) Nothing contained herein shall (i) be construed to restrict in any way the ability of Purchaser to (A) amend, terminate or modify the duties, responsibilities or employment of any employee or independent contractor, including any Transferred Employee, or (B) to amend, terminate or modify any employee benefit plan or program maintained by Purchaser, (ii) be treated as an amendment or other modification of any compensation or benefit arrangement of Purchaser, or (iii) be construed to create any third-party beneficiary rights in any Business Employee, Transferred Employee, service provider, independent contractor, consultant or any other Person, whether in respect of continued service or resumed service, compensation, benefits or otherwise. (f) With respect to employment Tax matters (i) Purchaser shall not assume any Seller’s obligation to prepare, file and liabilities into Newco’s planfurnish IRS Form W-2s with respect to the Transferred Employees for the year including the Closing Date; (ii) each Seller and Purchaser shall utilize the “standard procedure” with respect to each Transferred Employee pursuant to the procedure prescribed by Section 4 of Revenue Procedure 2004-53; and (iii) each Seller and Purchaser shall work in good faith to adopt similar procedures under applicable wage payment, reporting and withholding Laws for all transferred account balances from the Company’s plan shall become fully vestedTransferred Employees in all appropriate jurisdictions.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the date of termination of the Transition Services Agreement, each Seller shall terminate employees of the Business who are actively at work on the Closing Date, Newco shall extend offers of at-will employment to Employees of the Businessand, and offers to engage those Personnel of the Businessat Buyer’s sole discretion, exclusive of Employees, for certain consultant or independent contractor servicesBuyer may offer employment, on an “at will” basis, to any or all of such terms employees. Sellers shall bear any and conditions as set forth on all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 5.05(a) of the Disclosure Schedules6.05. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Sellers shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company a Seller at any time on or prior to the Closing Date and the Company Sellers shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Sellers shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Sellers also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Sellers shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Seller shall extend offers of at-will employment to Employees (and the Stockholder shall cause Seller to) terminate all employees of the Business, and offers to engage those Personnel Business as of the BusinessClosing Date, exclusive of Employeesand, for certain consultant or independent contractor servicesat Buyer’s sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such terms employees. Seller and conditions as set forth Stockholder, jointly and severally, shall bear any and all obligations and liability under the Warn Act resulting from employment losses pursuant to this Section 6.01 or otherwise, whether prior to, on Section 5.05(a) of or after the Disclosure SchedulesClosing Date. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital StatementSeller and Stockholder, the Company jointly and severally, shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, including hourly pay, commission, bonus, salary, paid sick leave, accrued vacationvacation or other paid time off, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and Seller shall (and the Company Stockholder shall cause Seller to) pay all such amounts to all entitled persons as and when duePersons on or prior to the Closing Date. (c) The Company Seller and the Stockholder, jointly and severally, shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health health, accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller and the Stockholder, jointly and severally, also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date, including any claim for exacerbation of injuries that accrued prior to the Closing due to conduct or events occurring post-Closing. The Company Seller shall (and the Stockholder shall cause Seller to) pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following Seller has no Benefit Plans and therefore no portion of the assets of any plan, fund, program or arrangement, written or unwritten, heretofore sponsored or maintained by Seller, including Benefit Plans (and no amount attributable to any such plan, fund, program or arrangement), shall be transferred to Buyer, and Buyer shall not be required to continue any such plan, fund, program or arrangement after the Closing Date, the Company, or any applicable Affiliate, . The amounts payable on account of all benefit arrangements shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, be determined with reference to the defined contribution retirement plan maintained date of the event by Newcoreason of which such amounts became payable, with respect without regard to those eligible Personnel conditions subsequent, and Buyer shall not be liable for any Action for insurance, reimbursement or other benefits payable by reason of any event which occurs on or prior to the Closing Date. (e) Each employee of the Business who become becomes employed by Newco, or an Affiliate of Newco, Buyer in connection with the transactions contemplated by this Agreement. Any such transfer Agreement shall be in an amount sufficient eligible to satisfy Section 414(l) receive the salary and benefits maintained for employees of Buyer on substantially similar terms and conditions provided to such employees by Seller on the Code. Upon date of this Agreement.1 Following the transfer of assets Closing, Seller shall not enforce against any employee so hired by Buyer any confidentiality obligation or any customer or client non-solicitation or non-compete obligation with respect to such employee’s employment with Buyer, and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vestedSeller will undertake any steps necessary to assign such obligations to Buyer.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Seller may terminate all employees of the Business who are actively at work on the Closing Date, Newco shall extend offers of at-will employment to Employees of the Businessand, and offers to engage those Personnel of the Businessat Buyer’s sole discretion, exclusive of Employees, for certain consultant or independent contractor servicesBuyer may offer employment, on an “at will” basis, to any or all of such terms and conditions as set forth on Section 5.05(a) employees. No employee of the Disclosure SchedulesSeller is a third party beneficiary under this Agreement. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, benefits, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits, pension or profit sharing benefits or severance pay brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Seller shall extend offers comprehensively and exhaustively terminate all employees of at-the Business who are actively at work on the Closing Date. Seller agrees not to state, comment, tell, suggest or otherwise imply to any employee, consultant or union representative that Buyer will offer employment to Employees of any employee terminated pursuant to this Agreement. Seller shall bear any and all obligations and liability under the Business, and offers WARN Act resulting from employment losses pursuant to engage those Personnel of the Business, exclusive of Employees, for certain consultant or independent contractor services, on such terms and conditions as set forth on this Section 5.05(a) of the Disclosure Schedules6.03. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s 's compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Seller shall extend offers of at-will employment to Employees terminate all employees of the BusinessBusiness who are actively at work on the Closing Date, and offers to engage those Personnel of the Businessand, exclusive of Employeesat Bxxxx’s sole discretion, for certain consultant or independent contractor servicesBuyer may offer employment, on an “at will” basis, to any or all of such terms and conditions as set forth on Section 5.05(a) of the Disclosure Schedulesemployees. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Bxxxx shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Seller shall extend offers of at-will employment to Employees terminate all employees of the BusinessBusiness who are actively at work on the Closing Date, and offers to engage those Personnel of the Businessand, exclusive of Employeesat Buyer's sole discretion, for certain consultant or independent contractor servicesBuyer shall offer employment, on such terms and conditions as an "at will" basis, to the employees set forth on Section 5.05(a) Schedule 6.05 of the Disclosure Schedules. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statementthat it is an Assumed Liability, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, Business including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts for which it is solely responsible to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s 's compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the CompanySeller, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by NewcoBuyer, with respect to those eligible Personnel employees of the Business who become employed by NewcoBuyer, or an Affiliate of NewcoBuyer, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon . (e) Each employee of the transfer Business who becomes employed by Buyer in connection with the transactions contemplated by this Agreement shall be eligible to receive the salary and benefits maintained for employees of assets Buyer on substantially similar terms and liabilities into Newco’s conditions in the aggregate as are provided to similarly situated employees of Buyer. (f) Each employee of the Business who becomes employed by Buyer in connection with the transaction shall be given service credit for the purpose of eligibility under the group health plan and eligibility and vesting only under the defined contribution retirement plan for his or her period of service with the Seller prior to the Closing Date; provided, however, that (i) such credit shall be given pursuant to payroll or plan records, at the election of Buyer, in its sole and absolute discretion; and (ii) such service crediting shall be permitted and consistent with Buyer's defined contribution retirement plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Seller shall extend offers of at-will employment to Employees (and the Stockholders shall cause Seller to) terminate all employees of the Business, and offers to engage those Personnel Business as of the BusinessClosing Date, exclusive of Employeesand, for certain consultant or independent contractor servicesat Buyer’s sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such terms employees. Seller and conditions as set forth the Stockholders, jointly and severally, shall bear any and all obligations and liability under the Warn Act resulting from employment losses pursuant to this Section 6.01 or otherwise, whether prior to, on Section 5.05(a) of or after the Disclosure SchedulesClosing Date. (b) Except to Seller and the extent included as Current Liabilities in the Estimated Closing Working Capital StatementStockholders, the Company jointly and severally, shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, including hourly pay, commission, bonus, salary, paid sick leave, accrued vacationvacation or other paid time off, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and Seller shall (and the Company Stockholders shall cause Seller to) pay all such amounts to all entitled persons as and when duePersons on or prior to the Closing Date. (c) The Company Seller and the Stockholders, jointly and severally, shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health health, accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller and the Stockholders, jointly and severally, also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date, including any claim for exacerbation of injuries that accrued prior to the Closing due to conduct or events occurring post-Closing. The Company Seller shall (and the Stockholders shall cause Seller to) pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following Seller has no Benefit Plans and therefore no portion of the assets of any plan, fund, program or arrangement, written or unwritten, heretofore sponsored or maintained by Seller, including Benefit Plans (and no amount attributable to any such plan, fund, program or arrangement), shall be transferred to Buyer, and Buyer shall not be required to continue any such plan, fund, program or arrangement after the Closing Date, the Company, or any applicable Affiliate, . The amounts payable on account of all benefit arrangements shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, be determined with reference to the defined contribution retirement plan maintained date of the event by Newcoreason of which such amounts became payable, with respect without regard to those eligible Personnel conditions subsequent, and Buyer shall not be liable for any Action for insurance, reimbursement or other benefits payable by reason of any event which occurs on or prior to the Closing Date. (e) Each employee of the Business who become becomes employed by Newco, or an Affiliate of Newco, Buyer in connection with the transactions contemplated by this Agreement. Any such transfer Agreement shall be in an amount sufficient eligible to satisfy Section 414(l) receive the salary and benefits maintained for employees of Buyer on substantially similar terms and conditions provided to such employees by Seller on the Code. Upon date of this Agreement.1 Following the transfer of assets Closing, Seller shall not enforce against any employee so hired by Buyer any confidentiality obligation or any customer or client non-solicitation or non-compete obligation with respect to such employee’s employment with Buyer, and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vestedSeller will undertake any steps necessary to assign such obligations to Buyer.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco shall extend offers of at-will employment to Employees Seller may terminate all employees not listed in Section 2.02(a)(vi) of the BusinessDisclosure Schedules, and offers to engage those Personnel of the Businessand, exclusive of Employees, for certain consultant or independent contractor servicesBuyer shall offer employment, on such terms and conditions as set forth on an “at will” basis, to the employees named in Section 5.05(a2.02(a)(vi) of the Disclosure Schedules. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commissioncommissions, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as on or prior to the Closing Date other than the sales commissions set forth on Section 1.03(a)(ii) of the Disclosure Schedules. Buyer and when dueSeller agree that this Section 5.06(b) shall not affect Buyer’s obligations to assume the sales commissions set forth on Section 1.03(a)(ii) of the Disclosure Schedules. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Seller shall extend offers of at-will employment to Employees terminate all employees of the BusinessBusiness who are actively at work on the Closing Date, and offers to engage those Personnel of the Businessand, exclusive of Employeesat Buyer’s sole discretion, for certain consultant or independent contractor servicesBuyer may offer employment, on an “at will” basis, to any or all of such terms employees. Seller shall bear any and conditions as set forth on all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 5.05(a) of the Disclosure Schedules6.01. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s workers’ compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days All of the Company’s employees immediately prior to the Closing Date, Newco Date shall extend offers remain employed by Buyer immediately following the Closing Date (each a “Transferred Employee”). Compensation and benefits of at-will employment each Transferred Employee immediately prior to Employees the Closing Date shall remain in the aggregate substantially similar to the overall value of the Businesscompensation and benefits the Company provided to its employees immediately prior to the Closing Date and shall not be reduced by Buyer immediately following the Closing Date. Nothing in this Agreement, and offers however, is intended to engage those Personnel or shall be interpreted to require Buyer to continue the employment of any Transferred Employee for any period of time following the BusinessClosing Date. Similarly, exclusive of Employees, for certain consultant nothing in this Agreement is intended to or independent contractor services, on such shall be interpreted to prevent Buyer from making future changes in terms and conditions as set forth on Section 5.05(a) of employment including the Disclosure Schedulescompensation and benefits of any Transferred Employee. Seller shall use commercially reasonable efforts to cause the Employment Agreements to be duly executed by the counterparties thereto. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the BusinessCompany, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when duePersons. (c) The Company shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel of the Business which relate to events occurring on or prior to the Closing Date. The Company shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days Commencing on the Closing Date, Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and, at Buyer’s sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such employees. Buyer shall, prior to the Closing Date, Newco communicate to the Seller which employees it does not intend to reoffer employment. Seller shall extend offers of at-will bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to Employees of the Business, and offers to engage those Personnel of the Business, exclusive of Employees, for certain consultant or independent contractor services, on such terms and conditions as set forth on this Section 5.05(a) of the Disclosure Schedules6.05. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco GridSense shall extend offers of at-will employment to Employees terminate all employees of the Business, and offers to engage those Personnel of the Businessand, exclusive of Employeesat Buyer’s sole discretion, for certain consultant or independent contractor servicesBuyer may offer employment, on an “at will” basis, to any or all such terms and conditions as set forth on Section 5.05(a) of the Disclosure Schedulesemployees. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company GridSense at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel Each employee of the Business who become becomes employed by Newco, or an Affiliate of Newco, Buyer in connection with the transactions contemplated by this Agreement. Any such transfer Agreement shall be eligible to receive the salary and benefits maintained for employees of Buyer on substantially similar terms and conditions in an amount sufficient the aggregate as are provided to satisfy Section 414(l) similarly situated employees of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vestedBuyer.

Employees and Employee Benefits. (a) No later than ten (10) days prior to The parties hereby agree that, immediately following the Closing DateClosing, Newco the employment of all employees of the Sellers shall extend offers of at-will be terminated by Sellers and that, contemporaneously with such termination, Buyer shall offer employment to Employees of the Business, any and offers to engage those Personnel of the Business, exclusive of Employees, for certain consultant or independent contractor services, on all such employees under such terms and conditions as set forth on Section 5.05(a) of will ensure that the Disclosure SchedulesWARN Act will not be triggered and that no obligations thereunder will be imposed upon Sellers. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company shall be Sellers are solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Sellers at any time on or prior to the Closing Date and the Company Sellers shall pay or accrue all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Sellers shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which provided that such claims relate related to events occurring on or prior to the Closing Date. The Company Sellers also shall remain solely responsible for all worker’s 's compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which Business, provided that such claims relate to events occurring on or prior to the Closing Date. The Company Sellers shall payhave paid, or will cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following the Closing Date, the Company, or any applicable Affiliate, shall effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.

Employees and Employee Benefits. (a) No later than ten (10) days prior to Commencing on the Closing Date, Newco Seller shall extend offers of at-will employment to Employees terminate all employees of the BusinessBusiness who are actively at work on the Closing Date, and offers to engage those Personnel of the Businessand, exclusive of Employeesat Buyer's sole discretion, for certain consultant or independent contractor servicesBuyer may offer employment, on an "at will" basis, to any or all of such terms employees. Seller shall bear any and conditions as set forth on all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 5.05(a) of the Disclosure Schedules6.05. (b) Except to the extent included as Current Liabilities in the Estimated Closing Working Capital Statement, the Company Seller shall be solely responsible forresponsible, and Aspen and Newco Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former Personnel employee, officer, director, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with the Company Seller at any time on or prior to the Closing Date and the Company Seller shall pay all such amounts to all entitled persons as and when dueon or prior to the Closing Date. (c) The Company Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former Personnel employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. The Company Seller also shall remain solely responsible for all worker’s 's compensation claims of any current or former Personnel employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. The Company Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. (d) Effective as soon as practicable following Each employee of the Closing Date, Business who becomes employed by Buyer in connection with the Company, or any applicable Affiliate, transaction shall effect a transfer be given service credit for the purpose of assets eligibility under the group health plan and liabilities (including outstanding loans) from eligibility and vesting only under the defined contribution retirement plan that it maintains, for his or her period of service with the Seller prior to the Closing Date; provided, however, that (i) such credit shall be given pursuant to payroll or plan records, at the election of Buyer, in its sole and absolute discretion; and (ii) such service crediting shall be permitted and consistent with Buyer's defined contribution retirement plan maintained by Newco, with respect to those eligible Personnel of the Business who become employed by Newco, or an Affiliate of Newco, in connection with the transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Newco’s plan, all transferred account balances from the Company’s plan shall become fully vested.