Common use of Employees; Benefits Clause in Contracts

Employees; Benefits. (a) Buyer shall ensure that all Employees on the Closing Date will remain employed in a comparable position as of the Closing Date, and will receive non-equity-based compensation and employee benefits, which, in the aggregate, are at least as favorable as the compensation and employee benefits that were provided to the Employees as of the date of this Agreement. (b) Buyer agrees that, from and after the Closing Date, Buyer shall use commercially reasonable efforts to ensure that each Employee receives credit for any service with the Companies prior to the Closing Date for purposes of (i) eligibility and vesting (except in the case of any new incentive equity awards granted by the Companies or their direct or indirect parent), and (ii) vacation or other paid time off accrual and for severance benefit determinations, under any benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Buyer on or after the Closing Date (the “New Plans”). (c) Buyer shall use commercially reasonable efforts to (i) cause to be waived all pre-existing condition exclusions and actively at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent waived or satisfied by an Employee or his or her dependents under any Employee Plan as of the Closing Date, and (ii) cause any deductible, co-insurance and covered out-of-pocket expenses paid on or before the Closing Date by any Employee (or covered dependent thereof) to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out of pocket payment provisions under any applicable New Plan in the year of initial participation. (d) At closing, Buyer shall (or shall cause its Affiliates) to hire the employees listed on Schedule 6.3-1 who provide services to the Business conducted by the Target Companies which are employed by HH Germany. Buyer and Seller shall take such further actions as are reasonably necessary in furtherance of the hiring of such employees. In the event that prior to August 1, 2015, Buyer terminates the employment of the employee listed on Schedule 6.3-2, the Seller shall reimburse Buyer for 50% of any severance and other termination costs related to such termination.

Employees; Benefits. (a) Within ten (10) Business Days following the date hereof, Buyer shall ensure that all provide notice to Seller electing one of the following two alternatives for the Continuing Employees on located in the United States: (i) Except as otherwise provided under this subsection (i), immediately preceding the Closing Date will remain employed Date, Seller shall cause the Company to make an offer of employment to each Continuing Employee in a comparable the United States, which offer shall be for employment in the same position and for the same compensation and benefits offered to such Continuing Employee by Seller immediately prior to such transfer of employment. For each Business Employee in the United States who (x) is not actively at work due to an approved leave of absence as of the Closing Date, and will receive non-equity-based compensation and employee benefits, which, in the aggregate, are at least as favorable as the compensation and employee benefits that were provided to the Employees as of the date of this Agreement. (by) Buyer agrees that, from and after the Closing Date, Buyer shall use commercially reasonable efforts to ensure that each would have been a Continuing Employee receives credit for any service with the Companies prior to the Closing Date for purposes of (i) eligibility and vesting (except in the case of any new incentive equity awards granted by the Companies had he or their direct or indirect parent), and (ii) vacation or other paid time off accrual and for severance benefit determinations, under any benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Buyer on or after the Closing Date (the “New Plans”). (c) Buyer shall use commercially reasonable efforts to (i) cause to be waived all pre-existing condition exclusions and she actively at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent waived or satisfied by an Employee or his or her dependents under any Employee Plan been employed as of the Closing Date, and (z) returns to active employment within twelve (12) months after the Closing Date (each, an “Inactive Business Employee”), such Inactive Business Employee shall not be transferred to the Company by the Seller prior to Closing and Buyer or an Affiliate of Buyer shall make an offer of employment to each such Inactive Business Employee as of her or her return to active employment; or (ii) Seller shall cause a newly formed limited liability company, the name and governing documents of which shall be provided by Buyer (the “New LLC”). Except as otherwise provided under this subsection (ii), immediately preceding the Closing Date, Seller shall cause New LLC to make an offer of employment to each Continuing Employee in the United States, which offer shall be for employment in the same position and for the same compensation and benefits offered to such Continuing Employee by Seller immediately prior to such transfer of employment. Each Inactive Business Employee shall not be transferred to New LLC by the Seller prior to Closing and Buyer or an Affiliate of Buyer shall make an offer of employment to each such Inactive Business Employee as of her or her return to active employment. In the event that Buyer elects this alternative set forth in Section 4.16(a)(ii), (1) the parties shall execute an Employee Leasing Agreement for the Continuing Employees employed by New LLC and located in the United States to be leased to the Buyer for purposes of continuing services with the Company, with supporting processes to be established in good faith by Buyer and Seller prior to Closing to address management and direction of such employees; and (2) Seller shall transfer all units of the New LLC to Buyer on December 31, 2020, along with any deductiblesupporting documentation that may be requested by Buyer and that is consistent with the scope of Section 4.14. In the case of either alternative under Section 4.16(a)(i) or 4.16(a)(ii) above, co-insurance and covered out-of-pocket expenses paid Buyer shall not be required to offer employment to any Business Employee who has not accepted the Company’s or New LLC’s offer of employment, as applicable, to become a Continuing Employee prior to the Employee Closing Date. Seller shall terminate the employment of any Business Employee who does not accept an offer to become a Continuing Employee on or before the Employee Closing Date. (b) Seller shall retain the Continuing Employees in India and provide their services to Buyer as part of the Transition Services Agreement or other similar services agreement as advisable under local law (the “India Employee Services Agreement”), as contemplated therein and with supporting processes to be established in good faith by Buyer and Seller prior to Closing to address management and direction of such employees. Buyer shall cause an affiliate or third party vendor to make offers to such employees at least ten (10) days prior to termination of the related services set forth in the India Employee Services Agreement, and Seller or its Affiliates shall terminate any such Continuing Employees who have not accepted such offers prior to the termination of such services. (c) For a period ending on the earlier of (i) the 12-month period following the Closing Date by any or (ii) on the date on which a Continuing Employee (or covered dependent thereof) ceases to be taken into account employed (the “Continuation Period”), Buyer shall provide, or shall cause the Company to provide, to each Continuing Employee a base salary or hourly wage rate, as applicable, that is at least equal to the base wage rate or salary provided to each such Continuing Employee immediately prior to the Closing. In addition, during the Continuation Period, Buyer shall provide benefits (excluding defined benefit pension, nonqualified deferred compensation, equity or equity-based, severance and post-termination or retiree health or welfare benefits) that are substantially comparable in the aggregate to the benefits (excluding defined benefit pension, nonqualified deferred compensation, equity or equity-based, severance and post-termination or retiree health or welfare benefits) provided by Seller under the Benefit Plans in effect immediately prior to the date hereof. Buyer agrees to waive any limitations regarding preexisting conditions, and to give full credit for any co-payments made and deductibles fully or partially satisfied prior to the Closing Date with respect to the Benefit Plans or under any welfare or other employee benefit plans adopted or maintained by Buyer, the Company or any of their Affiliates on or after the Closing Date. Buyer agrees to recognize all service of each Continuing Employee for purposes of satisfying eligibility to participate, vesting credit, and entitlement to benefits in any applicable Benefit Plans to the corresponding deductiblesame extent as such Continuing Employee was entitled, coinsurance and maximum out of pocket payment provisions before the Closing, to credit for such service under any applicable New Plan welfare or other employee benefit plans adopted or maintained by Buyer, the Company or any of their Affiliates on or after the Closing Date, in each case that constitute bonus or incentive plans in which such Continuing Employee was be eligible to participate prior to Closing; provided, however, that the year foregoing shall not apply to the extent that its application would result in a duplication of initial participationbenefits with respect to the same period of service. This Section 4.16(a) shall be binding and inure solely to the benefit of each of the Parties, and nothing in this Section 4.16(a), express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 4.16(a). Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The Parties acknowledge and agree that the terms set forth in this Section 4.16 shall not create any right in any employee or any other Person to any continued employment with any of Seller, the Company, Buyer or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever. (d) At closingNotwithstanding the provisions of Section 4.16 of this Agreement and to the extent permitted under applicable Law, neither Seller nor its Affiliates shall take any action to terminate the employment of any Inactive Business Employee until the earlier of (i) the date that is twelve (12) months following the Closing Date (except where required otherwise by applicable Law), (ii) the date when such Inactive Business Employee returns to active employment, and (iii) the date on which such Inactive Business Employee exhausts his or her maximum period of leave under Seller policies or applicable Law. Buyer, the Company or an Affiliate or Buyer shall offer employment to each Inactive Business Employee upon his or her return to active employment, so long as such Inactive Business Employee returns to active employment within twelve (12) months following the Closing Date (or such longer period required by applicable Law), and each such Inactive Business Employee shall become a Continuing Employee only upon their commencement of active employment with Buyer, the Company or an Affiliate of Buyer. Seller agrees to promptly notify, or cause its applicable Affiliate to notify, Buyer upon receiving notice of an Inactive Business Employee’s pending return to work or upon an Inactive Business Employee’s exhaustion of leave under Seller policies. (e) During the Continuation Period, Buyer shall (or shall cause its Affiliates) to hire honor in accordance with their terms all severance arrangements between Seller, on the employees listed one hand, and the Continuing Employees, on Schedule 6.3-1 who provide services the other hand, in effect prior to the Closing Date, as well as all applicable Laws relating to the termination and severance of employment. The requirements of this subsection (e) shall furthermore apply to any Business conducted by Employee who is not extended an offer to become a Continuing Employee at Buyer’s request, and as a result such Business Employee becomes eligible to be paid severance under the Target Companies which Allscripts Healthcare Solutions, Inc. Severance Plan dated as of May 20, 2013, as amended, or to be paid statutorily required severance for those Business Employees located in India, due to Seller’s involuntary termination of such individual at or immediately prior to the Employee Closing Date. (f) Seller and Buyer agree that they will utilize, or cause their respective Affiliates to utilize, the standard procedure set forth in IRS Revenue Procedure 2004-53 with respect to wage reporting relating to Business Employees. (g) The Company or New LLC, as applicable, shall cease to be a participating employer in the Benefit Plans as of the Employee Closing Date and the Continuing Employees that are employed by HH Germanythe Company or New LLC, as applicable, as of the Employee Closing Date shall cease to be active participants in the Benefit Plans, except as provided in the applicable Benefit Plan or under applicable Law. (h) Effective as of the Employee Closing Date, contributions under the Seller’s defined contribution plan in respect of the Continuing Employees who participated in such plan shall cease, and the account balances of all such Continuing Employees shall be 100% vested. Effective as of the Employee Closing Date, or soon as practicable thereafter, Buyer shall establish or make available a 401(k) plan for the benefit of the Continuing Employees, which plan will accept, subject to and to the extent permitted by the terms of the tax-qualified 401(k) plan designated by Buyer and Seller shall take the terms of Seller’s tax-qualified 401(k) plan in which such further actions as are reasonably necessary in furtherance Continuing Employees participate, rollover contributions of "eligible rollover distributions" (within the meaning of Section 401(a)(31) of the hiring Code, and including a plan loan of such employees. In employee) from the event that prior to August 1, 2015, Buyer terminates the employment of the employee listed on Schedule 6.3-2, the Seller shall reimburse Buyer for 50% of any severance and other termination costs related Seller’s defined contribution plan to such terminationtax-qualified 401(k) plan designated by Buyer.

Employees; Benefits. (a) Buyer shall ensure that all Employees on the Closing Date will of Systinet who remain employed by Systinet after the Merger shall receive compensation and benefits (other than stock and options) that are in a the aggregate comparable position as to those afforded to similarly-situated employees of Mercury, subject to the terms and conditions of the Closing Date, and will receive non-equity-based compensation and employee benefits, which, in the aggregate, are at least as favorable as the compensation and employee relevant benefits that were provided to the Employees as of the date of this Agreementplans. (b) Buyer agrees thatTo the extent that service is relevant for purposes of eligibility, from and after vesting, calculation of any benefit, or benefit accrual under any employee benefit plan, program or arrangement established or maintained by Mercury or the Surviving Corporation (other than any defined benefit pension plan or stock incentive plan) following the Closing DateDate for the benefit of Systinet Employees (or Mercury’s other employees), Buyer such plan, program or arrangement shall use commercially reasonable efforts to ensure that each Employee receives credit such Systinet Employees for any service with the Companies on or prior to the Closing Date that was recognized by Systinet or its Subsidiaries, as the case may be, for purposes of employee benefit plans, programs or arrangements maintained by Systinet, provided that in no event shall such crediting of service result in any duplication of benefits. In addition, with respect to any welfare benefit plan (ias defined in Section 3(1) eligibility and vesting (except in the case of any new incentive equity awards granted by the Companies or their direct or indirect parent), and (iiERISA) vacation or other paid time off accrual and for severance benefit determinations, under any benefit or compensation plan, program, agreement or arrangement that may be established or maintained by Buyer on or after Mercury and the Surviving Corporation following the Closing Date for the benefit of Systinet Employees (the “New Plans”or Mercury’s other employees). (c) Buyer , such plan shall use commercially reasonable efforts to (i) cause to be waived all waive any pre-existing condition exclusions and actively at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans (to the extent waived or satisfied by an Employee or his or her dependents that no pre-existing condition exclusion applied under a comparable plan of Systinet prior to the Closing) and provide that any Employee Plan as of the Closing Date, and (ii) cause any deductible, co-insurance and covered out-of-pocket expenses paid incurred on or before the Closing Date by any Systinet Employee (or by a covered dependent thereof) to shall be taken into account for purposes of satisfying the corresponding deductible, applicable deductible coinsurance and maximum out of out-of-pocket payment provisions under any applicable New Plan in after the year of initial participationClosing Date. (dc) At closing, Buyer The individuals previously identified by Mercury and approved by Systinet shall (be terminated from their employment with Systinet on or shall cause its Affiliates) to hire the employees listed on Schedule 6.3-1 who provide services prior to the Business conducted Closing. Systinet shall use its commercially reasonable efforts to assist Mercury in obtaining a contractor agreement with each of those terminated employees of Systinet designated by the Target Companies which are employed by HH Germany. Buyer and Seller shall take such further actions as are reasonably necessary in furtherance of the hiring of such employees. In the event that prior to August 1, 2015, Buyer terminates the employment of the employee listed on Schedule 6.3-2Mercury, the Seller terms of which agreement shall reimburse Buyer for 50% of any severance be mutually acceptable to Mercury and other termination costs related to such terminationindividual.

Employees; Benefits. ​ (a) Buyer Substantially all Persons who were lawfully employed by the Company or any of its Subsidiaries immediately preceding the Effective Time, including those on vacation, approved leave of absence or disability leave (the “Company Employees”) shall, as of the Effective Time, either (i) automatically become employees of the Surviving Corporation as of the Effective Time or (ii) remain employees of the Subsidiary of the Company that employed such Person immediately prior to the Effective Time; provided that the foregoing shall ensure that all Employees on not require the Surviving Corporation, Purchaser or any of its Affiliates to maintain the employment of any Company Employee for any period of time after the Closing Date will remain employed in a comparable position or to offer the same or similar benefits or compensation as of provided by the Company and its Subsidiaries prior to the Closing Date, and will receive non-equity-based compensation and employee benefits, which, in the aggregate, are at least as favorable as the compensation and employee benefits that were provided to the Employees as of the date of this Agreement. (b) Buyer agrees that, from and after the Closing Date, Buyer shall Purchaser will use commercially reasonable efforts to ensure cause the Surviving Corporation to grant all Company Employees that each Employee receives remain employed by the Surviving Corporation or its Subsidiaries credit for any service with the Companies Company or any of its Subsidiaries earned prior to the Closing Date for purposes of (i) eligibility for eligibility, vesting and vesting (except in the case of any new incentive equity awards granted by the Companies or their direct or indirect parent), benefit accrual purposes and (ii) for purposes of vacation or other paid time off accrual and for severance benefit determinations, under any benefit or compensation plan, program, agreement program or arrangement that may be established or maintained by Buyer or on behalf of the Surviving Corporation or any of its Subsidiaries on or after the Closing Date (the “New Plans”) to the same extent such service was recognized under a similar Benefit Plan in which such Company Employee participated immediately before the Closing Date (such Benefit Plans, the “Old Plans”), except, in each case, to the extent such treatment would result in duplicative benefits. For the avoidance doubt, Purchaser may, but shall not be required, to cause the Company and its Subsidiaries to maintain in effect any Old Plans for any period post-Closing; provided, however, that nothing in this Agreement shall limit the right of Purchaser to change, modify or terminate any New Plan, Old Plan or other arrangement in accordance with its terms following the Closing Date. (c) Buyer This Section 7.9 shall use commercially reasonable efforts to (i) cause to be waived all pre-existing condition exclusions binding upon and actively at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans inure solely to the extent waived or satisfied by an Employee or his or her dependents under any Employee Plan as benefit of each of the Closing DateParties, and nothing in this Section 7.9 express or implied, shall confer upon any other Person (ii) cause including any deductibleEquity Holder or any Company Employee), co-insurance and covered out-of-pocket expenses paid on or before the Closing Date by any Employee (legal representative or covered dependent beneficiary thereof) , any rights or remedies, including any right to be taken into account employment or continued employment for purposes of satisfying the corresponding deductibleany specified period, coinsurance and maximum out of pocket payment provisions under any applicable New Plan in the year of initial participation. (d) At closing, Buyer shall (or shall cause its Affiliates) to hire the employees listed on Schedule 6.3-1 who provide services to the Business conducted by the Target Companies which are employed by HH Germany. Buyer and Seller shall take such further actions as are reasonably necessary in furtherance of the hiring of such employees. In the event that prior to August 1, 2015, Buyer terminates the employment of the employee listed on Schedule 6.3-2, the Seller shall reimburse Buyer for 50% compensation or benefits of any severance and other termination costs related nature or kind whatsoever under this Agreement. Nothing in this Section 7.9, express or implied, shall be deemed an amendment of any Benefit Plan providing benefits to such terminationany employee or as altering the at-will nature of any Company Employee’s employment.

Employees; Benefits. (a) Immediately preceding the Closing Date, Buyer in its sole discretion may offer employment to some or all of the individuals who are employees of the Seller and relate to the Sxxxxxxxx operations ("Employees"). Employees who are extended and accept offers of employment from Buyer shall ensure that all Employees on the Closing Date will remain employed in a comparable position become employees of Buyer as of the Closing Date (the "Continuing Employees"). Buyer in its sole discretion may terminate the employment of any Continuing Employee at any time after the Closing Date, and will receive non-equity-based compensation and employee benefits, which, in the aggregate, are at least as favorable as the compensation and employee benefits that were provided to the Employees as of the date of this Agreement. (b) Buyer agrees that, from and after the Closing Date, Buyer shall use commercially reasonable efforts to ensure that each Employee receives credit not assume any obligations for any service with pre-Closing Date payroll expenses or taxes and for any employee benefit plan maintained by, or contributed to by, Seller ("Seller Plans") or for any other obligations of Seller to Employees. Seller will fully provide or pay for all liabilities or obligations to the Companies Employees arising or accruing prior to the Closing Date for purposes of (i) eligibility and vesting (except in the case of any new incentive equity awards granted by the Companies or their direct or indirect parent), and (ii) vacation or other paid time off accrual and for severance benefit determinations, under any payroll system, Seller Plans or any other employee benefit or compensation planarrangements (including, programwithout limitation, agreement accrued salary, accrued bonuses or arrangement that may commissions, insurance, accrued vacation and severance, except as provided in (b) above). For any Employee who ceases to be established or maintained by an Employee of Buyer on or after the Closing Date (the “New Plans”)within one month of Closing, Seller shall provide such coverage as Seller is required to provide pursuant to COBRA. (c) Buyer shall use commercially reasonable efforts to (i) cause to be waived all pre-existing condition exclusions Seller will bear the cost and actively at work requirements expense of any workers' compensation claim asserted and similar limitations, eligibility waiting periods and evidence arising out of insurability requirements under any New Plans to the extent waived or satisfied an injury sustained by an Employee or his or her dependents under any Employee Plan as of prior to the Closing Date, and (ii) cause any deductible, co-insurance and covered out-of-pocket expenses paid on or before the Closing Date by any Employee (or covered dependent thereof) to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out of pocket payment provisions under any applicable New Plan in the year of initial participation. (d) At closing, Buyer shall (or shall cause its Affiliates) to hire the employees listed on Schedule 6.3-1 who provide services to the Business conducted by the Target Companies which are employed by HH Germany. Buyer and Seller shall take such further actions as are reasonably necessary in furtherance be responsible for the costs and consequences associated with the termination of the hiring of such employeesany Employee who does not become a Continuing Employee for any reason. In the event any Employee (excluding a Continuing Employee) shall be legally entitled to an amount in the nature of termination benefits or costs as a result of the termination of his or her employment with Seller in connection with the transactions contemplated by this Agreement notwithstanding that such Employee is not terminated by Buyer or does not resign from Buyer, Seller shall pay for any such benefits or costs as a result of the termination by Seller, if terminated no later than ten (10) days after Closing. (e) Nothing in this Agreement, expressed or implied, shall confer upon any Employee any rights or remedies, including any right to employment or continued employment for any period except as expressly provided otherwise. (f) Seller shall make available to Buyer, prior to August 1Closing, 2015personnel records and information relating to any pending disciplinary action or claim, Buyer terminates the employment of the employee listed on Schedule 6.3-2relating to Employees, the Seller shall reimburse Buyer except for 50% of any severance and other termination costs related information that is privileged or not relevant to such terminationBuyer's hiring decisions.

Employees; Benefits. (a) Buyer Except for the persons set forth on Schedule 7.1, each of Parent and MergerCo shall ensure that all Employees on persons who were employed by the Company immediately preceding the Closing Date Date, including those on vacation, leave of absence or disability (the “Company Employees”), will remain employed by the Surviving Company in a comparable position as of on and immediately after the Closing Date, and will receive non-equity-based compensation and employee benefits, which, in at not less than the aggregate, are at least as favorable as the compensation and employee benefits that were provided to the Employees as same base rate of the date pay. For purposes of this Agreement, “Company Employees” does not include the persons set forth on Schedule 7.1. Neither Parent nor MergerCo shall, at any time prior to one hundred eighty (180) days after the Closing Date, effectuate a “mass layoff” as that term is defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), or comparable conduct under any applicable state law, affecting in whole or in part any facility, site of employment, operating unit or employee of the Company without complying fully with the requirements of WARN or such applicable state law. (b) Buyer agrees thatTo the extent that service is relevant for purposes of eligibility, from and after vesting, calculation of any benefit, or benefit accrual under any employee benefit plan, program or arrangement established or maintained by Parent or MergerCo (other than any defined benefit pension plan) following the Closing DateDate for the benefit of Company Employees, Buyer such plan, program or arrangement shall use commercially reasonable efforts to ensure that each Employee receives credit such Company Employees for any service with the Companies on or prior to the Closing Date that was recognized by the Company for purposes of (i) eligibility and vesting (except in the case of any new incentive equity awards granted employee benefit plans, programs or arrangements maintained by the Companies or their direct or indirect parent)Company. In addition, and with respect to any welfare benefit plan (iias defined in Section 3(1) vacation or other paid time off accrual and for severance benefit determinations, under any benefit or compensation plan, program, agreement or arrangement that may be of ERISA) established or maintained by Buyer on Parent or after MergerCo following the Closing Date (for the “New Plans”). (c) Buyer benefit of Company Employees, such plan shall use commercially reasonable efforts to (i) cause to be waived all waive any pre-existing condition exclusions and actively at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under provide that any New Plans to the extent waived or satisfied by an Employee or his or her dependents under any Employee Plan as of the Closing Date, and (ii) cause any deductible, co-insurance and covered out-of-pocket expenses paid incurred on or before the Closing Date by any Company Employee (or by a covered dependent thereof) to shall be taken into account for purposes of satisfying the corresponding deductible, applicable deductible coinsurance and maximum out of out-of-pocket payment provisions under any applicable New Plan in after the year of initial participationClosing Date. (dc) At closingThis Section 7.1 is intended for the irrevocable benefit of, Buyer and to grant third party rights to, the Company Employees and shall be binding on all successors and assigns of Parent and the Company. Each of the Company Employees shall be entitled to enforce the covenants contained in this Section 7.1. Notwithstanding the foregoing, (i) nothing in this Agreement shall be interpreted or shall cause its Affiliates) construed to hire confer upon the employees listed on Schedule 6.3-1 who provide services Company Employees any right with respect to the Business conducted continuance of employment by the Target Companies which are employed by HH Germany. Buyer and Seller Surviving Company or Parent, nor shall take such further actions as are reasonably necessary this Agreement interfere in furtherance any way with the right of the hiring Surviving Company or Parent to terminate any employee’s employment at any time and (ii) nothing in this Agreement shall interfere in any way with the right of such employees. In the event that prior Parent to August 1amend, 2015terminate or otherwise discontinue any or all plans, Buyer terminates the employment practices or policies of the employee listed on Schedule 6.3-2, the Seller shall reimburse Buyer for 50% of any severance and other termination costs related Parent in effect from time to such terminationtime.