Common use of Employees and Offers of Employment Clause in Contracts

Employees and Offers of Employment. (a) Purchaser is under no obligation to employ any Employee. Prior to the Closing Date, each Seller shall notify all of its Employees that their employment will end immediately prior to the Closing. No Employee will become an employee of Purchaser unless Purchaser makes that Employee a written offer of employment based on initial terms and conditions of employment established solely by Purchaser and the offer is accepted. (b) Prior to, on or after the Closing Date, Purchaser may, in its sole discretion, elect to make offers of employment to and employ Employees as provided above based on initial terms and conditions of employment established solely by Purchaser. Each Seller shall retain all obligations and liabilities, if any, for (i) any Claim (including, for unpaid wages, unemployment compensation, employee contract or severance agreement, or resolved but unpaid legal claims, or employee benefits matters) relating to any Transferred Employee’s employment by such Seller prior to the Closing Date or separation from employment prior to the Closing, (ii) any lawsuit, administrative charge, arbitration, proceeding, or written demand or notice pertaining to any Transferred Employee and arising out of such Transferred Employee’s employment with such Seller prior to the Closing Date, and (iii) any worker’s compensation or other claims arising from any injury or illness occurring prior to the Closing Date. (c) Purchaser shall maintain employee records transferred to Purchaser hereunder for a period of not less than four (4) years and during that period will afford Sellers reasonable access to such records during Purchaser’s normal business hours. Purchaser shall maintain the confidentiality of such records and limit access thereto in a manner consistent with Purchaser’s treatment of its employee records and applicable Law. (d) For the avoidance of doubt, Purchaser acknowledges that it will be responsible for all liabilities, obligations and claims arising out of the employment by Purchaser of any Transferred Employee with respect to Purchaser’s employment of such Transferred Employee on and after the date of employment of such Transferred Employee with Purchaser.

Employees and Offers of Employment. (a) Purchaser is under no obligation to From and after Closing, the Buyer shall employ any Employee. Prior Xxxxx and Xxxxxxxx pursuant to the Closing Date, each Seller shall notify all terms of its Employees that their employment will end immediately prior to the Closing. No Employee will become an employee of Purchaser unless Purchaser makes that Employee a written offer of employment based on initial terms and conditions of employment established solely by Purchaser Xxxxx Employment Agreement and the offer is acceptedXxxxxxxx Consulting Contract, respectively. For the purposes of this Section XI, Xxxxxxxx, Xxxxx and Xxxxxxx Xxxxxxxx shall be referred to as “Transferred Persons”. (b) Prior toBuyer shall not assume responsibility for any Transferred Person until such person commences employment with or begins to perform services for Buyer, on but in no event shall Buyer assume any responsibility for any commitment, obligation, duty or after the Closing Date, Purchaser may, in its sole discretion, elect to make offers of employment to and employ Employees as provided above based on initial terms and conditions of employment established solely by Purchaser. Each Seller shall retain all obligations and liabilities, if any, for liability (i) any Claim (including, for unpaid wages, unemployment compensation, employee contract or severance agreement, or resolved but unpaid legal claims, or employee benefits matters) relating of Seller to any Transferred Employee’s employment by such Seller prior to the Closing Date Person or separation from employment prior to the Closing, (ii) any lawsuit, administrative charge, arbitration, proceeding, or written demand or notice pertaining to any Transferred Employee and arising out of such Transferred Employee’s employment with such Seller Person that arose prior to the Closing Date. Without limiting the generality of the foregoing, Seller shall remain responsible and (iii) any worker’s pay, perform, in due course or make adequate reserves for, the Liabilities and obligations of Seller in respect of the Transferred Persons, including for salaries, wages, bonuses and incentive compensation, pension, retirement, savings, health, vacation, paid time off, sick pay, welfare and other benefits, severance payments or similar payments in respect of the Transferred Persons and other compensation or other claims arising from any injury payroll items, including payroll taxes, that have accrued on or illness occurring prior to the Closing Date. (c) Purchaser shall maintain employee records transferred Responsibility for workers’ compensation claims related to Purchaser hereunder for a period of not less than four (4) years and during that period will afford Sellers reasonable access to such records during Purchaser’s normal business hours. Purchaser shall maintain the confidentiality of such records and limit access thereto in a manner consistent with Purchaser’s treatment of its employee records and applicable Law. (d) For the avoidance of doubt, Purchaser acknowledges that it will be responsible for all liabilities, obligations and claims Business arising out of events having a date of injury on or before the employment by Purchaser Closing Date shall remain with Seller. The Buyer shall have sole responsibility for workers’ compensation claims related to the Business arising out of any Transferred Employee with respect to Purchaser’s employment events having a date of such Transferred Employee injury of an Person after the Closing Date. Responsibility for occupational disease claims alleging exposure before, on and after the date of employment of such Transferred Employee Closing Date shall be determined and apportioned in accordance with Purchaserapplicable law.

Employees and Offers of Employment. (a) Purchaser is under no obligation shall be entitled (but shall not be required) to employ any Employee. Prior to the Closing Date, each Seller shall notify all of its Employees that their offer employment will end immediately prior to the Closing. No Employee will become an employee of Purchaser unless Purchaser makes that Employee a written offer of employment based on initial terms and conditions of employment established solely by Purchaser and the offer is accepted. (b) Prior to, commencing on or after the Closing Date) to the employees of either Seller who are employed in connection with the Business. Each such employee who is offered employment by the Purchaser shall be offered the same salary, Purchaser maywage, in its sole discretionbenefit levels, elect to make offers of employment to and employ Employees as provided above based on initial such other terms and conditions of employment established solely by conditions, as Purchaser. Each Seller shall retain all obligations and liabilities, if any, for (i) any Claim (including, for unpaid wages, unemployment compensation, employee contract or severance agreement, or resolved but unpaid legal claims, or employee benefits matters) relating to any Transferred Employee’s employment by such Seller prior to employees in similar capacities on the Closing Date are entitled to. Each employee of a Seller who accepts an offer of employment from Purchaser shall constitute a “Transferred Employee”. Purchaser shall be liable for, and shall reimburse Sellers for (and indemnify Sellers from and against), severance to be paid by Sellers to each employee of the Business that does not become a Transferred Employee, in an amount equal to such employee’s salary or separation from employment prior wages for a four (4) week period, and all other costs, liabilities, claims, damages and expenses incurred by Sellers as a result of the failure of Purchaser to the Closing, (ii) any lawsuit, administrative charge, arbitration, proceeding, or written demand or notice pertaining to employ such employees. If any Transferred Employee and arising out of is subsequently terminated by Purchaser within the six (6) month period after the Closing Date, then Purchaser shall make severance payments to such Transferred Employee in an amount that is not less than an amount equal to such Transferred Employee’s employment with such Seller prior salary or wages for a four (4) week period (based on a forty (40) hour work week) subject to the Closing Date, and (iii) any workerterminated employee’s compensation or other claims arising from any injury or illness occurring prior to the Closing Daterelease of all claims. (cb) Purchaser shall maintain employee records transferred to Purchaser hereunder for a period of not less than four (4) years and during that period will afford Sellers reasonable access to such records during Purchaser’s normal business hours. Purchaser shall maintain the confidentiality of such records and limit access thereto in a manner consistent with Purchaser’s treatment of its employee records and applicable Lawrecords. (d) For the avoidance of doubt, Purchaser acknowledges that it will be responsible for all liabilities, obligations and claims arising out of the employment by Purchaser of any Transferred Employee with respect to Purchaser’s employment of such Transferred Employee on and after the date of employment of such Transferred Employee with Purchaser.

Employees and Offers of Employment. (a) Purchaser is under no obligation to employ any Employee. Prior Following the date hereof and prior to the Closing DateClosing, each upon request Seller shall notify promptly provide Buyer with an updated version of Section 3.23(a) of the Seller Disclosure Schedule reflecting changes from the version of such schedule attached to this Agreement. Subject to any restrictions under Applicable Law, Seller 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, as determined by Buyer in its sole discretion, to any Business Employee shall be made at least five days prior to Closing. Not less than three days prior to Closing, Buyer will provide Seller with a list of (i) Business Employees to whom Buyer has made a Qualifying Offer that their employment will end has been accepted to be effective on the Closing Date (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. Seller shall take all steps necessary such that no individual is employed by the Purchased Subsidiary immediately prior to the Closing. No Employee will become an employee of Purchaser unless Purchaser makes that Employee a written offer of employment based on initial terms and conditions of employment established solely by Purchaser and the offer is accepted. (b) Prior to, on or after the Closing Date, Purchaser may, in its sole discretion, elect to make offers of employment to and employ Employees as provided above based on initial terms and conditions of employment established solely by Purchaser. Each Seller shall retain all obligations and liabilities, if any, for (i) any Claim (including, for unpaid wages, unemployment compensation, employee contract or severance agreement, or resolved but unpaid legal claims, or employee benefits matters) relating to any Transferred Employee’s employment by such Seller prior to the Closing Date or separation from employment prior to Effective immediately before the Closing, (ii) any lawsuit, administrative charge, arbitration, proceeding, or written demand or notice pertaining to any Transferred Employee and arising out of such Transferred Employee’s employment with such Seller prior to the Closing Date, and (iii) any worker’s compensation or other claims arising from any injury or illness occurring prior to the Closing Date. (c) Purchaser shall maintain employee records transferred to Purchaser hereunder for a period of not less than four (4) years and during that period will afford Sellers reasonable access to such records during Purchaser’s normal business hours. Purchaser shall maintain the confidentiality of such records and limit access thereto in a manner consistent with Purchaser’s treatment of its employee records and applicable Law. (d) For the avoidance of doubt, Purchaser acknowledges that it will be responsible for all liabilities, obligations and claims arising out of terminate the employment by Purchaser of each Business Employee who received a Qualifying Offer and agrees to not rehire any Transferred Employee with respect to Purchaser’s employment of such Transferred Employee on and after the date of employment of such Transferred Employee with Purchaser.Business

Employees and Offers of Employment. Purchaser shall offer employment in the form of an offer letter (aeach, an "Offer Letter") to those employees of Seller designated on Schedule 6.02 (the "Designated Employees"), so long as such employees are employed by Seller on the Closing Date. Each Offer Letter shall offer employment at the salary and benefit levels, including bonuses, as set forth on Schedule 6.02. The Designated Employees shall be entitled to participate in Purchaser's 401(k) Plan/Employee Stock Ownership Plan, Money Purchase Pension Plan, Employee Stock Purchase Plan and the health and welfare plans that are offered by Purchaser is to its employees from time to time. The Designated Employees' prior service with Seller shall be credited as service with Purchaser under such Benefit Plans of Purchaser, except as set forth on Schedule 6.02A or where the terms of such Benefit Plan prohibit Purchaser from crediting such service. The Designated Employees shall not be entitled to participate in any other Benefit Plan of Purchaser, including the 1997 Equity Incentive Plan, Severance Plan, Retention Plan and Change in Control Plan. Except for the Designated Employees, Purchaser shall be under no obligation to employ offer employment to any Employeeof Seller's employees. Prior Notwithstanding the foregoing and subject to the Closing DateSection 6.04, each Seller shall notify all of its Employees that their employment will end immediately prior to the Closing. No Employee will become an employee of Purchaser unless Purchaser makes that Employee a written offer of employment based on initial terms and conditions of employment established solely by Purchaser and the offer is accepted. (b) Prior to, on or may terminate at any time after the Closing Date, the employment of any Designated Employee who accepts such offer of employment (unless otherwise provided in the Employment Agreements or specifically agreed in writing by Purchaser). Such former employees who accept and commence employment with Purchaser mayare hereinafter collectively referred to as the "Hired Employees". Purchaser shall not assume responsibility for any Hired Employee until such employee accepts an offer of employment from Purchaser and commences employment with Purchaser and, in its sole discretionany event, elect to make offers of employment to and employ Purchaser assumes no responsibility or obligation for any benefits earned or accrued by Hired Employees as provided above based on initial terms and conditions of employment established solely by Purchaser. Each Seller shall retain all obligations and liabilities, if any, for (i) any Claim (including, for unpaid wages, unemployment compensation, employee contract or severance agreement, or resolved but unpaid legal claims, or employee benefits matters) relating to any Transferred Employee’s employment by such Seller prior to the Closing Date (unless otherwise provided in the Offer Letters or separation from employment prior Employment Agreements). Nothing herein shall be construed to the Closing, (ii) any lawsuit, administrative charge, arbitration, proceeding, or written demand or notice pertaining restrict Purchaser's ability to any Transferred Employee and arising out of such Transferred Employee’s employment with such Seller prior to the Closing Date, and (iii) any worker’s compensation or hire employees by other claims arising from any injury or illness occurring prior to the Closing Datemeans. (c) Purchaser shall maintain employee records transferred to Purchaser hereunder for a period of not less than four (4) years and during that period will afford Sellers reasonable access to such records during Purchaser’s normal business hours. Purchaser shall maintain the confidentiality of such records and limit access thereto in a manner consistent with Purchaser’s treatment of its employee records and applicable Law. (d) For the avoidance of doubt, Purchaser acknowledges that it will be responsible for all liabilities, obligations and claims arising out of the employment by Purchaser of any Transferred Employee with respect to Purchaser’s employment of such Transferred Employee on and after the date of employment of such Transferred Employee with Purchaser.