Common use of Employees and Offers of Employment Clause in Contracts

Employees and Offers of Employment. On the Closing Date, the Purchaser may make offers of post-Closing employment to any employee of either Seller hired after the date hereof and will make offers of post- Closing employment to the employees listed on Schedule 5.04(a) (the "Employment Offerees"), provided, however, that the Purchaser shall be under no obligation to make any such offer to any Employment Offeree who is not employed by either Seller on the Closing Date. The Sellers shall facilitate the Purchaser doing so, including, without limitation, by making such persons and their personnel files available to the Purchaser and its Representatives. The Sellers shall be solely responsible for any WARN Act notification and any liability under the WARN Act, relating to any termination of any of Sellers' employees occurring on or after the date of this Agreement. Any severance or other obligations to officers and employees of Sellers shall not be Assumed Liabilities. Any such offer of employment shall be at such salary or wage and benefit levels made available by the Purchaser to similarly situated employees and on such other terms and conditions as the Purchaser shall in its sole discretion deem appropriate. The employees engaged in the Businesses who accept and commence employment with the Purchaser are hereinafter collectively referred to as the "Transferred Employees." The Sellers will not take, and will cause each of their subsidiaries not to take, any action which would impede, hinder, interfere or otherwise compete with the Purchaser's effort to hire any Employment Offeree.

Employees and Offers of Employment. On (a) Prior to the Closing Date, the Purchaser may make Buyer shall have extended, or shall have caused one of its Affiliates to extend, offers of post-Closing employment to each Service Provider (excluding any employee of either Seller hired after the date hereof and will make offers of post- Closing employment to the employees Key Employees) listed on ‎Section 9.01(a) of the Seller Disclosure Schedule 5.04(a) (the "Employment Offerees"each, a “Business Employee”), providedsubject to Buyer’s customary employee screening and onboarding procedures; provided that, however, that the Purchaser shall be under no obligation to make any such offer with respect to any Employment Offeree Business Employee who is is, as of the Closing, on a leave of absence from his or her employment, other than a long-term leave of absence (each, an “On-Leave Business Employee”), Buyer shall not employed by either Seller on be required to extend (or cause to be extended) such On-Leave Business Employee an offer of employment unless and until such On-Leave Business Employee returns to active employment status within three months following the Closing Date. The Sellers shall facilitate the Purchaser doing so; and provided, includingfurther, without limitation, by making such persons and their personnel files available to the Purchaser and its Representatives. The Sellers shall be solely responsible for any WARN Act notification and any liability under the WARN Act, relating to any termination of any of Sellers' employees occurring on or after the date of this Agreement. Any severance or other obligations to officers and employees of Sellers that Buyer shall not be Assumed Liabilities. Any such required to extend (or cause to be extended) an offer of employment with respect to any 60 Business Employee who is, as of the Closing, on a long-term leave of absence. For the avoidance of doubt, until such time as an On-Leave Business Employee accepts Buyer’s offer of employment and returning to active status pursuant to this Section 9.01(a), Buyer shall be at not have any Liability with respect to such salary or wage On-Leave Business Employee and benefit levels made available by the Purchaser Seller and its Affiliates shall retain any and all Liabilities with respect to similarly situated employees and on such other terms and conditions as the Purchaser shall in its sole discretion deem appropriateOn-Leave Business Employee. The employees engaged in the Businesses Closing Date, or for each On-Leave Business Employee who accept and commence commences employment with Buyer or its Affiliate after the Purchaser are Closing Date, such later date when such On-Leave Business Employee commences such employment, is hereinafter collectively referred to as the "Transferred Employees“Transfer Date." The Sellers will not take, and will cause each of their subsidiaries not to take, any action which would impede, hinder, interfere or otherwise compete with the Purchaser's effort to hire any Employment Offeree.”

Employees and Offers of Employment. On (i) The Sellers and Buyers agree to reasonably cooperate during the period prior to the Closing DateDate to ensure the continuity of the workforce of the Business. In furtherance thereof, prior to, or in connection with, the Purchaser may make offers Closing, the Buyers shall take no action to cause the Sellers or the Sold Companies to terminate the employment of post-Closing employment to any employee of either Seller hired after Business Employee, and the date hereof Sellers and will make offers of post- Closing employment to the employees listed on Schedule 5.04(a) (the "Employment Offerees"), provided, however, that the Purchaser Sold Companies shall be under no obligation to make terminate any such offer Business Employee prior to any Employment Offeree who is not employed by either Seller on the Closing. Prior to the Closing Date. The , all general communications between the Buyers and any group of Business Employees shall be coordinated with the Sellers; provided, that Sellers shall facilitate use commercially reasonable efforts to cooperate with the Purchaser doing so, including, without limitation, by making such persons and their personnel files available Buyers to maintain continuity of the workforce of the Business prior to the Purchaser Closing and its Representativeswill not intentionally take any action to prevent the transfer of or otherwise cause a Business Employee not to transfer to the Buyer. The Subject to applicable Laws or the provisions of collective bargaining agreements and works council agreements, (x) Sellers shall cooperate with Buyers to publish and distribute a notice (in either paper or electronic format) in a manner reasonably expected to be solely responsible for any WARN Act notification received by Business Employees within a reasonable period of time (but not later than 60 days) following the date hereof informing the Business Employees that those Business Employees who decline the Buyer’s offer of employment will be terminated by the Sellers as of the Closing and any liability under (y) Sellers shall terminate the WARN Actemployment, relating to any termination as of the Closing, of any of Sellers' employees occurring on or after Business Employee who does not become a Transferred Employee. As soon as reasonably practicable following the date of this Agreement. Any severance or other obligations to officers , the Buyers and employees of Sellers shall not be Assumed Liabilitiescooperate to arrange for meetings with the Seller’s key employees and Business Employees at which the Buyers shall have an opportunity to describe its expectations regarding the integration of the Business (including the Sold Companies) and prospective employment of the Business Employees with the Buyers. Any such offer of employment Such meetings shall be scheduled at such salary or wage and benefit levels made available by the Purchaser times so as not to similarly situated employees and on such other terms and conditions as the Purchaser shall in its sole discretion deem appropriate. The employees engaged in the Businesses who accept and commence employment unreasonably interfere with the Purchaser are hereinafter collectively referred to as ongoing operation of the "Transferred EmployeesBusiness." The Sellers will not take, and will cause each of their subsidiaries not to take, any action which would impede, hinder, interfere or otherwise compete with the Purchaser's effort to hire any Employment Offeree.

Employees and Offers of Employment. On the Closing Date, the Purchaser may make offers of post-Closing employment to any employee of either Seller hired after (a) Following the date hereof and will make offers of post- Closing employment prior to the employees listed on Closing, upon request Seller shall promptly provide Buyer with an updated version of Section 3.23(a) of the Seller Disclosure Schedule 5.04(a) (reflecting changes from the "Employment Offerees")version of such schedule attached to this Agreement. Subject to any restrictions under Applicable Law, providedSeller will provide Parent and Buyer with reasonable access to Seller’s personnel and employment records for the purpose of preparing for and conducting employment interviews with Business Employees. Such access will be provided during normal business hours after reasonable prior notice to Seller. Buyer is not obligated to hire or assume any Business Employee but may interview all Business Employees for possible employment. Any offer of employment, howeveras determined by Buyer in its sole discretion, that the Purchaser to any Business Employee shall be under no obligation made at least five days prior to make any such offer Closing. Not less than three days prior to any Employment Offeree who is not employed by either Closing, Buyer will provide Seller with a list of (i) Business Employees to whom Buyer has made a Qualifying Offer that has been accepted to be effective on the Closing DateDate (the “Transferred Employees”) and (ii) those Business Employees to whom Buyer has not made Qualifying Offers or who have not accepted Buyer’s Qualifying Offer. The Sellers Seller shall facilitate take all steps necessary such that no individual is employed by the Purchaser doing so, including, without limitation, by making such persons and their personnel files available Purchased Subsidiary immediately prior to the Purchaser Closing. Effective immediately before the Closing, Seller will terminate the employment of each Business Employee who received a Qualifying Offer and its Representatives. The Sellers shall be solely responsible for agrees to not rehire any WARN Act notification and any liability under the WARN Act, relating to any termination of any of Sellers' employees occurring on or after the date of this Agreement. Any severance or other obligations to officers and employees of Sellers shall not be Assumed Liabilities. Any such offer of employment shall be at such salary or wage and benefit levels made available by the Purchaser to similarly situated employees and on such other terms and conditions as the Purchaser shall in its sole discretion deem appropriate. The employees engaged in the Businesses who accept and commence employment with the Purchaser are hereinafter collectively referred to as the "Transferred Employees." The Sellers will not take, and will cause each of their subsidiaries not to take, any action which would impede, hinder, interfere or otherwise compete with the Purchaser's effort to hire any Employment Offeree.Business

Employees and Offers of Employment. On (a) The Buyer shall have the Closing Dateright, but not the Purchaser may make offers of post-Closing obligation, to offer employment to any employee employees of either Seller hired after the date hereof and will make offers Seller, in the Buyer's sole discretion, that perform services in connection with the Business. Schedule 7.01(a) sets forth the names of post- Closing employment to the employees listed on Schedule 5.04(a) to whom the Buyer may offer employment (the each a "Employment OffereesPotentially Transferred Employee"). Except as otherwise provided herein, provided, however, that the Purchaser shall be under no obligation to make any such offer to any Employment Offeree who is not employed by either Seller on the Closing Date. The Sellers shall facilitate the Purchaser doing so, including, without limitation, by making such persons and their personnel files available to the Purchaser and its Representatives. The Sellers shall be solely responsible for any WARN Act notification and any liability under the WARN Act, relating to any termination of any of Sellers' employees occurring on or after the date of this Agreement. Any severance or other obligations to officers and employees of Sellers shall not be Assumed Liabilities. Any such offer of employment offers shall be at such salary or wage and benefit levels made available by the Purchaser to similarly situated employees and on such other terms and conditions as the Purchaser Buyer shall in its sole discretion deem appropriate. The Buyer shall have the right, but not the obligation, to offer to the Potentially Transferred Employees bonuses or any other consideration (at such time as may be agreed between the Buyer and such employees) for their assistance to the Buyer in connection with effecting the transition of the Business to the Buyer. The employees engaged in the Businesses who accept and commence employment with the Purchaser Buyer on or prior to the Closing Date are heretofore and hereinafter collectively referred to as the "Transferred Employees." The Sellers Buyer may, in compliance with applicable Law, interview and conduct background investigations with respect to any Potentially Transferred Employee, and the Seller will not take, and will cause each of their subsidiaries not to take, take any action which that would impede, hinder, interfere or otherwise compete with the PurchaserBuyer's effort to hire any Employment OffereeTransferred Employees. Upon Potentially Transferred Employees becoming Transferred Employees, the Seller shall provide the personnel records of such Transferred Employees to the Buyer; provided, however, that the Seller shall have no obligation to provide such records in the event that the provision of such records is prohibited by applicable Law.