Common use of Employment and Benefit Matters Clause in Contracts

Employment and Benefit Matters. (a) With respect to those employees located in the United States who continue to be employed by the Acquired Companies as of the Closing (the “Continuing Employees”), for purposes of determining eligibility to participate, and entitlement to benefits, where length of service is relevant under a welfare plan, vacation policy or pension plan of Buyer or its subsidiaries (a “Buyer Plan”), Buyer shall provide that the Continuing Employees shall receive service credit under each such Buyer Plan for their period of service with the Acquired Companies prior to the Closing but only to the extent such service (i) was recognized by the Acquired Companies for such purposes under comparable plans, and (ii) would not result in a duplication of benefits. (b) Buyer shall use commercially reasonable efforts to provide Continuing Employees with the opportunity to participate in the Benefit Plans in which they were participants immediately prior to the Closing until the earliest to occur of (i) December 31, 2019, (ii) the date the Continuing Employee becomes eligible to participate in a Buyer Plan of a similar type, and (iii) the date the Continuing Employee ceases to be eligible to participate under the Benefit Plan terms. (c) Nothing contained in this Section 6.09 (i) shall be construed to establish, amend, or modify any benefit or compensation plan, program, agreement or arrangement; (ii) create any third-party beneficiary rights or obligations in any Person (including any Continuing Employee or other employee of the Acquired Companies), including with respect to any right to employment or continued employment or to a particular term or condition of employment; or (iii) obligate Buyer to (A) maintain any particular Benefit Plan or (B) hire or retain the employment of any particular Continuing Employee. Notwithstanding anything to the contrary set forth in this Agreement, (y) no Person shall be entitled to an injunction, specific performance or other equitable relief to prevent any breach by Buyer or any Acquired Company of this Section 6.09 and (z) the sole Person entitled to assert or pursue a claim for breach of this Section 6.09 shall be the Sellers’ Representative acting on behalf of all of the Sellers (in the Sellers’ capacity as Sellers and not in their capacity as employees of any Acquired Company), and no individual Seller or other Person shall be entitled to assert or pursue any such claim.

Employment and Benefit Matters. (a) With respect Buyer shall in its sole discretion offer employment to those employees located in the United States who continue to be employed by the Acquired Companies certain Business Employees either as of the Closing Date or pursuant to the terms of the Transition Services Agreement, each such offer to be pursuant to an offer letter on Parent’s standard form (and conditioned upon execution by such employee of Parent’s standard employment documentation, in each case, in the forms attached hereto as Exhibit A) for an indeterminate period of time with Buyer, conditioned on the occurrence of the Closing; provided, that such offers of employment shall be with respect to base salary and cash bonus eligibility in such amounts as are determined by Buyer in its sole discretion based upon Buyer’s review of duties performed by each employee, and the start date for each such Business Employee shall be on the Closing Date (the “Continuing Offers”). Any such Business Employee who accepts Buyer’s offer of employment and commences employment with Buyer shall be referred to, individually, as a “Transferred Employee” and, collectively, as the “Transferred Employees.” Buyer’s employment of each such Business Employee in accordance with this Section 6.4(a) shall begin as of the commencement of the applicable date of hire (the “Hire Date”), for purposes and the employment and other relationships of determining eligibility such Business Employee with Sellers and their Affiliates shall end immediately prior to participate, and entitlement such date. Sellers shall use their commercially reasonable best efforts to benefits, where length of service is relevant under a welfare plan, vacation policy or pension plan assist Buyer in employing as new employees of Buyer or its subsidiaries (a “Buyer Plan”), all such Transferred Employees. Buyer shall provide that the Continuing Employees shall receive service credit under each such Buyer Plan in no way be obligated to continue to employ any Transferred Employee for their any specific period of service with the Acquired Companies prior to the Closing but only time, except to the extent such service (i) was recognized otherwise provided in any written agreement entered into by Buyer and/or any Subsidiary thereof and any Transferred Employee after the Acquired Companies for such purposes under comparable plans, and (ii) would not result in a duplication of benefitsClosing. (b) Buyer Sellers shall use commercially reasonable efforts be liable for, or for causing, the administration and payment of all workers’ compensation and health and welfare Liabilities and benefits (including Liabilities arising out of the termination of employment of any Business Employee) with respect to provide Continuing any Transferred Employees with to the opportunity to participate in the Benefit Plans in which they were participants immediately extent resulting from claims arising prior to the Hire Date. For purposes of the preceding sentence, claims shall be considered incurred on the date when medical/dental services are rendered or medical/dental supplies provided, and not when the condition arose or the course of treatment began. Sellers shall be liable for the administration and provision of benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) with respect to Business Employees and/or any former employees of Sellers or other qualified beneficiaries associated with any Business Employees or former employees of Sellers with respect to qualifying events that occur before the Hire Date or in connection with the transactions contemplated herein. Sellers further agree and acknowledge that in the event any Seller ceases to provide, or ceases to cause the provision of, any group health plan to any employee prior to the expiration of the COBRA continuation coverage period for all M&A qualified beneficiaries (as defined by Treasury Regulation Section 54.4980B-9, Q&A-4(a)) with respect to the transactions contemplated herein, then the Sellers shall provide Buyer written notice of such cessation at least 10 days in advance thereof and shall provide all information necessary for Buyer to offer COBRA continuation coverage to such M&A qualified beneficiaries in accordance with Treasury Regulation Section 54.4980B-9, Q&A-8(c); provided, that Buyer shall be obligated to offer such coverage only to the extent required by applicable law. The Sellers shall be responsible for 100% of the costs of any such COBRA benefits required to be paid by Buyer (including administrative costs) as a result of the preceding sentence. Buyer will be responsible for COBRA coverage for Transferred Employees (and each such employee’s qualified beneficiaries) whose qualifying event occurs on or after the applicable Hire Date, to the extent required by law. (c) Except as expressly set forth in this Section 6.4 with respect to Transferred Employees, Buyer shall have no obligation or Liability with respect to any Business Employee (including any beneficiary or dependent thereof) up to and including the Closing until Date and Sellers shall remain responsible for any obligation or Liability, whether contractual or statutory, arising out of Sellers’ employment or termination of Business Employees. Nothing in this Agreement confers upon any Business Employee or Transferred Employee any rights or remedies of any nature or kind whatsoever under or by reason of this Section 6.4. (d) Except as otherwise elected by Buyer in accordance with Section 6.2(f), pursuant to the earliest to occur “Standard Procedure” provided in Section 4 of Revenue Procedure 2004-53, 2004-34 I.R.B. 320, (i) December 31, 2019Buyer and Sellers shall report on a predecessor / successor basis as set forth therein, (ii) Sellers will not be relieved from filing, or causing the date the Continuing Employee becomes eligible filing of, a Form W-2 with respect to participate in a Buyer Plan of a similar typeany Transferred Employees, and (iii) the date the Continuing Employee ceases Buyer will undertake to file, or cause to be eligible filed, a Form W-2 for each such Transferred Employee only with respect to participate under the Benefit Plan termsportion of the year during which such Transferred Employees are employed by Buyer that includes the Closing Date, excluding the portion of such year that such Transferred Employee was employed by Sellers. (ce) This Section‎ 6.4 shall be binding upon and inure solely to the benefit of each of the Parties to this Agreement, and nothing in this Section‎ 6.4, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section‎ 6.4. Nothing contained in this Section 6.09 (i) herein, express or implied, shall be construed to establish, amend, or modify any benefit or compensation plan, program, agreement agreement, or arrangement; (ii) create any third-party beneficiary rights or obligations in any Person (including any Continuing Employee or other employee of . The Parties acknowledge and agree that the Acquired Companies), including with respect to any right to employment or continued employment or to a particular term or condition of employment; or (iii) obligate Buyer to (A) maintain any particular Benefit Plan or (B) hire or retain the employment of any particular Continuing Employee. Notwithstanding anything to the contrary terms set forth in this AgreementSection‎ 6.4 shall not create any right of any employee or any other Person to any continued employment with Sellers, (y) no Person shall be entitled to an injunction, specific performance or other equitable relief to prevent any breach by Buyer or any Acquired Company of this Section 6.09 and (z) the sole Person entitled to assert their respective Affiliates or pursue a claim for breach of this Section 6.09 shall be the Sellers’ Representative acting on behalf of all of the Sellers (in the Sellers’ capacity as Sellers and not in their capacity as employees compensation or benefits of any Acquired Company), and no individual Seller nature or other Person shall be entitled to assert or pursue any such claimkind whatsoever.

Employment and Benefit Matters. (a) With respect Prior to those the Closing Date, Buyer shall offer employment (to be effective as of immediately following the Closing) to each Business Employee set forth on Section 5.5(a)(i) of the Seller Disclosure Schedules (the “Offered Business Employees”) and may offer employment (to be effective as of immediately following the Closing) to each employee of Seller set forth on Section 5.5(a)(ii) of the Seller Disclosure Schedules (the “Offered -41- Seller Employees,” and together with the Offered Business Employees, the “Offered Employees”), each such offer to be pursuant to an offer letter (each, an “Employee Offer Letter”) in a form reasonably acceptable to Seller and provided to each such Offered Employee. Seller shall use its commercially reasonable efforts to assist Buyer in employing all Offered Business Employees as new employees located of Buyer. In each Employee Offer Letter, Buyer shall offer to Offered Employees base compensation and employee benefits (other than equity or equity-based compensation and any retention, transaction or change of control bonuses) that are substantially comparable in the United States who aggregate to the base compensation and employee benefits (other than equity or equity-based compensation and any retention, transaction or change of control bonuses) provided by Seller to such Offered Employees immediately prior to the Closing Date; provided, however, that Buyer shall, in its sole and absolute discretion, retain the ability at any time after Closing to modify the base compensation and employee benefits of any Hired Employee (as defined below) and nothing in this Section 5.5(a) shall require Buyer to continue to employ any Hired Employee or to maintain substantially comparable base compensation and employee benefits after Closing. Any Offered Employee who accepts Buyer’s offer of employment and commences employment with Buyer shall be employed by referred to, individually, as a “Hired Employee” and, collectively, as the Acquired Companies “Hired Employees.” Upon the Closing and effective as of the Closing (Date, Seller shall terminate the “Continuing Employees”)employment of all Hired Employees that are commencing employment with Buyer and shall release each Hired Employee from any and all obligations to the Seller with respect to the Business, for purposes of determining eligibility including without limitation non-competition and customer non-solicitation covenants and confidentiality obligations, pursuant to participate, and entitlement the release attached as Exhibit C hereto. Seller shall pay out to benefits, where length of service is relevant each Hired Employee any unused vacation time accrued through the Closing Date under a welfare plan, Seller’s vacation policy at or pension plan of Buyer or its subsidiaries (a “Buyer Plan”), Buyer shall provide that the Continuing Employees shall receive service credit under each such Buyer Plan for their period of service with the Acquired Companies prior to the Closing but only to the extent such service (i) was recognized by the Acquired Companies for such purposes under comparable plans, and (ii) would not result in a duplication of benefitsClosing. (b) From and after the Closing and for so long as Xxxxxxx Xxxx (“Xxxx”) remains a full-time employee of Seller, Seller agrees to make Edis available to Buyer on a full-time basis to serve as Senior Business Products Manager, Europe for Buyer pursuant to the terms and conditions of the Transition Services Agreement. Seller and Buyer understand that Edis will be under the direction, control and supervision of Buyer during the term set forth in the Transition Services Agreement until his employment with Seller is terminated and he becomes employed by Buyer, as provided therein. During the period while Edis remains an employee of Seller, Buyer agrees to reimburse Seller for all costs related to Edis’ service as its Senior Business Products Manager, Europe, including salary, employment taxes, benefits, including those benefits required under French law, overhead costs and out-of-pocket expenses. Prior to the expiration of the term set forth in the Transition Services Agreement, Buyer will provide an offer of employment to Edis, accompanied by a new employment contract that complies with applicable law. Seller shall use its commercially reasonable efforts to provide Continuing Employees assist Buyer in employing Edis as a new employee of Buyer. Upon acceptance of Buyer’s offer of employment, Seller shall terminate his employment with Seller and shall release Edis from any and all post-employment obligations to the opportunity Seller with respect to participate the Business, including without limitation non-competition and customer non-solicitation covenants and post-employment confidentiality obligations, pursuant to a release substantially in the Benefit Plans in which they were participants immediately prior to form of the Closing until release attached as Exhibit C hereto for the earliest to occur of Hired Employees. Seller shall bear all costs and Liabilities associated with (i) December 31, 2019, any contracts or agreements it entered into with Edis with respect to his employment prior to being employed by Buyer (ii) the date the Continuing Employee becomes eligible to participate in a Buyer Plan termination of a similar typeEdis’ employment by Seller (including any severance payments, and notice payments or payments for accrued benefits, such as vacation), or (iii) any claims for unpaid wages or benefits relating to Edis’ employment with Seller, regardless of whether such claim is made prior to or after the date termination of his employment with Seller. Consistent with Seller remaining as Edis’ employer, during the Continuing Employee ceases Term of the Transition Services Agreement (as defined in the Transition Services Agreement), Seller shall continue to be eligible responsible for compliance with the terms of Edis’ employment contract, applicable law and the applicable collective bargaining agreement with respect to participate the payment of Edis’ wages, employment taxes and benefits (including those benefits required under French law) and overhead costs. Buyer hereby agrees to reimburse Seller for all costs related to the Benefit Plan termsEdis Services, including salary, employment taxes, benefits (including those benefits required under French law), overhead costs and out-of-pocket expenses incurred during the Term. Consistent with Buyer’s direction and control of Edis during the Term, Buyer shall indemnify Seller for any violation of applicable law with respect to Edis’ Services that arise directly out of Buyer’s direction and control of Edis, including violations of French law regarding employment discrimination or retaliation, and any other violations that arise as a result of the acts or omissions of Buyer with respect to Edis’ Services. For the avoidance of doubt, Buyer shall not be responsible for indemnifying Seller for any violations of applicable law with respect to Edis’ Services that arise directly out of Seller’s continued employment of Edis, including without limitation, any violations arising out of Seller’s payment of wages or benefits to Edis or the administration of his employment contract during the Term. Further, notwithstanding Buyer’s direction, -42- control and supervision of Edis, Seller shall have the right to terminate Edis, after consultation with Buyer in good faith, in the event of Edis’ willful and material misconduct that causes, or is reasonably expected to cause, imminent harm to Seller. For the avoidance of doubt, Buyer acknowledges that Edis may terminate his employment with Seller in his discretion and Seller shall have no liability to Buyer in the event that Edis terminates his employment with Seller. (c) Effective as of the Closing, Seller shall have procured and established fully-insured mirror health and welfare benefit plans (each a “H&W Plan”, and collectively, the “H&W Plans”) for the Hired Employees, which shall be substantially identical to the Business Benefit Plans in which the Business Employees participated immediately prior to Closing. Further, Seller shall use its reasonable best efforts to procure and establish as soon as practicable following the Closing a 401(k) retirement savings plan to be sponsored by Buyer (the “401(k) Plan”, and together with the H&W Plans, the “Mirror Plans” and each, a “Mirror Plan”). For purposes of the foregoing, Seller shall cause the participation of the Hired Employees in the Business Benefit Plans to cease effective immediately prior to the Closing, and shall provide Buyer with open enrollment administration support to carry over the Hired Employees’ benefit elections under the H&W Plans to be effective as of the Closing. Effective as of the Closing, Seller shall have established a new employer payroll service account for U.S. employees on Buyer’s behalf with Seller’s third-party payroll service provider and shall enroll the Hired Employees that are U.S. employees in such payroll service account as of the Closing and provide Buyer with payroll support with respect to such Hired Employees subject to the terms of the Transition Services Agreement, which shall include support for enrolling such Hired Employees pursuant to elections made under the 401(k) Plan. Further, Seller shall use its reasonable best efforts to procure and establish as soon as practicable following the Closing a new employer payroll service account for French employees on Buyer’s behalf with Seller’s third-party payroll service provider and shall enroll the Hired Employees that are French employees in such payroll service account upon the establishment of such account and provide Buyer with payroll support with respect to such Hired Employees subject to the terms of the Transition Services Agreement, which shall include support for enrolling such Hired Employees pursuant to elections made under the 401(k) Plan. (d) It is understood and agreed that (A) Buyer’s extension of offers of employment as set forth in this section shall not constitute any commitment, contract or understanding (expressed or implied) of any obligation on the part of Buyer to undertake a post-Closing employment relationship of any fixed term or duration, and (B) employment offered by Buyer is “at will” and therefore may be terminated by Buyer or by an employee at any time for any reason (subject to any written commitments to the contrary made by Buyer or an employee and legal requirements). (e) Except as otherwise set forth herein, Seller shall bear all costs and Liabilities associated with terminating the Business Employees including, without limitation, any severance payments or payments for accrued, unused vacation. (f) Notwithstanding anything to the contrary in this Agreement, Buyer shall not, at any time prior to 90 days after the Closing Date, effectuate a “mass layoff” as that term is defined in the WARN Act, without complying fully with the requirements of the WARN Act. (g) Nothing contained in this Section 6.09 (i) 5.5 shall be construed to establish, amend, or modify any benefit or compensation plan, program, agreement or arrangement; (ii) create confer any third-party beneficiary rights on any Person, or obligations in any Person (including any Continuing Employee be construed or other employee of the Acquired Companies), including with respect interpreted to be an amendment to any right to employment or continued employment or to a particular term or condition of employment; or (iii) obligate Buyer to (A) maintain any particular Benefit Plan or (B) hire or retain the employment of any particular Continuing Employee. Notwithstanding anything to the contrary set forth in this Agreementemployee benefit plan that is maintained by Seller, (y) no Person shall be entitled to an injunction, specific performance or other equitable relief to prevent any breach by Buyer or any Acquired Company of their respective Affiliates. (h) From the date of this Section 6.09 and (z) Agreement until the sole Person entitled Closing, Buyer shall not terminate, or take any actions to assert or pursue a claim for breach terminate, any Employment Agreement without the prior written consent of this Section 6.09 shall be the Sellers’ Representative acting on behalf of all of the Sellers (in the Sellers’ capacity as Sellers and not in their capacity as employees of any Acquired Company), and no individual Seller or other Person shall be entitled to assert or pursue any such claimSeller.

Employment and Benefit Matters. (a) With respect As soon as practicable, but in no event later than three (3) Business Days following the Closing Date, Buyer and/or Parent shall offer employment to those employees located Business Employees it designates for hire in the United States who continue its sole discretion, and with each such offer to be employed pursuant to an offer letter on Buyer’s form of offer letter provided by Buyer. Any such Business Employee who accepts Buyer’s offer of employment and commences employment with Buyer shall be referred to, individually, as a “Retained Employee” and, collectively, as the Acquired Companies “Retained Employees.” Buyer’s employment of each Retained Employee in accordance with this Section 6.3(a) shall begin as of the Closing commencement of the applicable date of hire (the “Continuing EmployeesHire Date”), for purposes and the employment and other relationships of determining eligibility such Retained Employees with Seller and its Affiliates shall end immediately prior to participate, and entitlement such date. Seller shall use its commercially reasonable efforts to benefits, where length of service is relevant under a welfare plan, vacation policy or pension plan assist Buyer in employing as new employees of Buyer or its subsidiaries all such Retained Employees. Buyer shall in no way be obligated to continue to employ any Retained Employee for any specific period of time. Buyer and/or Parent shall offer retention bonuses to certain Retained Employees in the amounts set forth on Schedule 6.3(a) (a and in an aggregate amount of up to $750,000) (the “Buyer PlanRetention Bonuses”), Buyer shall provide that the Continuing Employees shall receive service credit under each such Buyer Plan for their period of service with the Acquired Companies prior to the Closing but only to the extent such service (i) was recognized by the Acquired Companies for such purposes under comparable plans, and (ii) would not result in a duplication of benefits. (b) Buyer Seller shall use commercially reasonable efforts be liable for, or for causing, the administration and payment of all workers’ compensation and health and welfare Liabilities and benefits (including Liabilities arising out of the termination of employment of any Business Employee) with respect to provide Continuing any Retained Employees with to the opportunity to participate in the Benefit Plans in which they were participants immediately extent resulting from claims arising prior to the Hire Date. For purposes of the preceding sentence, claims shall be considered incurred on the date when medical/dental services are rendered or medical/dental supplies provided, and not when the condition arose or the course of treatment began. Seller shall be liable for the administration and provision of benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) with respect to Business Employees and/or any former employees of Seller or other qualified beneficiaries associated with any Business Employees or former employees of Seller with respect to qualifying events that occur before the Hire Date or in connection with the transactions contemplated herein. Seller further agrees and acknowledge that in the event Seller ceases to provide, or ceases to cause the provision of, any group health plan to any employee prior to the expiration of the COBRA continuation coverage period for all M&A qualified beneficiaries (as defined by Treasury Regulation Section 54.4980B-9, Q&A-4(a)) with respect to the transactions contemplated herein, then Seller shall provide Buyer written notice of such cessation at least 10 days in advance thereof and shall provide all information necessary for Buyer to offer COBRA continuation coverage to such M&A qualified beneficiaries in accordance with Treasury Regulation Section 54.4980B-9, Q&A-8(c); provided, that Buyer shall be obligated to offer such coverage only to the extent required by applicable law. Buyer will be responsible for COBRA coverage for Retained Employees (and each such employee’s qualified beneficiaries) whose qualifying event occurs on or after the applicable Hire Date, to the extent required by law. (c) Except as expressly set forth in this Section 6.3 with respect to Retained Employees, Buyer shall have no obligation or Liability with respect to any Business Employee (including any beneficiary or dependent thereof) up to and including the Closing until Date and Seller shall remain responsible for any obligation or Liability, whether contractual or statutory, arising out of Seller’s employment or termination of Business Employees. Nothing in this Agreement confers upon any Business Employee or Retained Employee any rights or remedies of any nature or kind whatsoever under or by reason of this Section 6.3. (d) Pursuant to the earliest to occur “Standard Procedure” provided in Section 4 of Revenue Procedure 2004-53, 2004-34 I.R.B. 320, (i) December 31, 2019Buyer and Seller shall report on a predecessor / successor basis as set forth therein, (ii) Seller will not be relieved from filing, or causing the date the Continuing Employee becomes eligible filing of, a Form W-2 with respect to participate in a Buyer Plan of a similar typeany Retained Employees, and (iii) the date the Continuing Employee ceases Buyer will undertake to file, or cause to be eligible filed, a Form W-2 for each such Retained Employee only with respect to participate under the Benefit Plan termsportion of the year during which such Retained Employees are employed by Buyer that includes the Closing Date, excluding the portion of such year that such Retained Employee was employed by Seller. (ce) This Section‎ 6.3 shall be binding upon and inure solely to the benefit of each of the Parties to this Agreement, and nothing in this Section‎ 6.3, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section‎ 6.3. Nothing contained in this Section 6.09 (i) herein, express or implied, shall be construed to establish, amend, or modify any benefit or compensation plan, program, agreement agreement, or arrangement; (ii) create any third-party beneficiary rights or obligations in any Person (including any Continuing Employee or other employee of . The Parties acknowledge and agree that the Acquired Companies), including with respect to any right to employment or continued employment or to a particular term or condition of employment; or (iii) obligate Buyer to (A) maintain any particular Benefit Plan or (B) hire or retain the employment of any particular Continuing Employee. Notwithstanding anything to the contrary terms set forth in this AgreementSection‎ 6.3 shall not create any right of any employee or any other Person to any continued employment with Seller, (y) no Person shall be entitled to an injunction, specific performance or other equitable relief to prevent any breach by Buyer or any Acquired Company of this Section 6.09 and (z) the sole Person entitled to assert their respective Affiliates or pursue a claim for breach of this Section 6.09 shall be the Sellers’ Representative acting on behalf of all of the Sellers (in the Sellers’ capacity as Sellers and not in their capacity as employees compensation or benefits of any Acquired Company), and no individual Seller nature or other Person shall be entitled to assert or pursue any such claimkind whatsoever.

Employment and Benefit Matters. (a) With respect Schedule 5.5(a) sets forth, as of the date of this Agreement, a list of individuals employed by Seller that are primarily engaged in the Business (the individuals set forth on such schedule are each a “Business Employee” and are collectively referred to as the “Business Employees”). Seller shall use its commercially reasonable efforts to assist Buyer in Buyer’s process of interviewing and offering employment to the Business Employees as new employees of Buyer, as to those employees located in Business Employees that Buyer desires to hire (collectively, the United States “Prospective Buyer Employees”), each as set forth on Schedule 5.5(a). Buyer may but is not obligated to hire Business Employees. Any Prospective Buyer Employee who continue to is offered employment by Buyer and who accepts Buyer’s offer of employment and commences employment with Buyer shall be employed by referred to, individually, as a “Hired Employee” and, collectively, as the Acquired Companies “Hired Employees.” Upon the Closing and effective as of the Closing (Date, Seller shall, at Seller’s cost, terminate the “Continuing Employees”), for purposes employment of determining eligibility to participate, and entitlement to benefits, where length of service is relevant under a welfare plan, vacation policy or pension plan of Buyer or its subsidiaries (a “Buyer Plan”), all Hired Employees with Seller that are commencing employment with Buyer. Buyer shall provide that offer employment to all Prospective Buyer Employees to commence immediately upon the Continuing termination of such employees’ employment with Seller. All Prospective Buyer Employees shall receive service credit under each be offered employment on an “at-will” basis, unless otherwise provided by Buyer. All such Buyer Plan for their period of service offers shall also be subject to Buyer’s standard policies and procedures applicable to new hires. Seller shall not take any action to impede, hinder, interfere, or otherwise compete with the Acquired Companies prior Buyer’s efforts to the Closing but only hire any such employee. Except to the extent such service in violation of applicable law, Seller shall furnish to Buyer before the Closing Date the following information concerning all then-currently employed Business Employees: initial employment date, job title, I-9s, base salary and total bonuses and commissions paid in the twelve (i12) was recognized by months preceding the Acquired Companies for such purposes under comparable plans, and (ii) would not result in a duplication of benefitsClosing Date. Seller shall also provide Buyer prior to Closing with access to speak with employee supervisors. (b) Buyer shall use commercially reasonable efforts provide each Hired Employee with employee benefits on the same terms, including without limitation eligibility, as it provides employee benefits to provide Continuing Employees with the opportunity to participate in the Benefit Plans in which they were participants immediately prior to the Closing until the earliest to occur other similarly situated employees of (i) December 31, 2019, (ii) the date the Continuing Employee becomes eligible to participate in a Buyer Plan of a similar type, and (iii) the date the Continuing Employee ceases to be eligible to participate under the Benefit Plan termsBuyer. (c) Nothing contained in this Section 6.09 (i) Seller shall be construed liable for the administration and payment of any and all claims including but not limited to establish, amend, or modify any benefit or all workers’ compensation plan, program, agreement or arrangement; (ii) create any third-party beneficiary rights or obligations in any Person and health and welfare liabilities and benefits (including any Continuing Employee or other employee liabilities arising out of the Acquired Companies), including termination of employment of any Business Employee) with respect to any right Hired Employees to the extent resulting from claims arising and accruing prior the Closing Date. Buyer shall be liable for the administration and payment of all workers’ compensation and health and welfare liabilities and benefits (including liabilities arising out of the termination of employment of any Business Employee) with respect to Hired Employees to the extent resulting from claims accruing and arising on or continued employment or to a particular term or condition of employment; or after the Closing Date. (iiid) obligate Buyer to It is understood and agreed that (A) maintain any particular Benefit Plan or (B) hire or retain the Buyer’s expressed intention to extend offers of employment of any particular Continuing Employee. Notwithstanding anything to the contrary as set forth in this Agreementsection shall not constitute any commitment, contract or understanding (yexpressed or implied) no Person shall of any obligation on the part of Buyer to undertake a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that the Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is “at will” and therefore may be entitled to an injunction, specific performance or other equitable relief to prevent any breach terminated by Buyer or by an employee at any Acquired Company of time for any reason (subject to any written commitments to the contrary made by Buyer or an employee and legal requirements). Nothing in this Section 6.09 and (z) the sole Person entitled to assert or pursue a claim for breach of this Section 6.09 Agreement shall be deemed to prevent or restrict in any way the Sellers’ Representative acting on behalf right of all Buyer to terminate, reassign, promote or demote any of the Sellers (in Hired Employees after the Sellers’ capacity as Sellers and not in their capacity as employees Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of any Acquired Company), and no individual Seller or other Person shall be entitled to assert or pursue any such claimemployees.