Common use of Employment of Active Employees by Buyer Clause in Contracts

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "Hired Active Employees"). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) It is understood and agreed that (A) Buyer's expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "at will" and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "“Hired Active Employees"”). Subject to Legal Requirementsapplicable legal requirements, Buyer will have reasonable access to the Seller’s Facilities and personnel Records records (including performance appraisals, disciplinary actions, grievances and medical Recordsrecords) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its the Hired Active Employees. (ii) Seller shall not solicit the continued employment of any Active Employee (unless and until Buyer has informed Seller in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the Closing. Buyer shall inform Seller promptly of the identities of those Active Employees to whom it will not make employment offers, and Seller shall comply with the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or similar state or local law, if applicable, as to those Active Employees. (iii) It is understood and agreed that (A) Buyer's ’s expressed intention to extend offers of employment as set forth in this section shall not constitute any commitment, Contract contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "“at will" ” and 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 Requirementsapplicable Law). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "Hired Active Employees"). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its the respective Hired Active EmployeesEmployees of Seller. (ii) As soon as practicable, Buyer shall inform Seller of the identities of those Active Employees to whom it will not make employment offers. Seller, and not Buyer, shall assume and comply with all obligations under the WARN Act. (iii) It is understood and agreed that (A) Buyer's expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employmentterms, and (B) employment offered by Buyer is "at will" and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees. (iv) Notwithstanding the foregoing, Buyer will afford to any employees of Seller hired by Buyer a prior service credit, for purposes of all Buyer's employee benefit plans and Buyer's vacation benefits and eligibility, for the period of the individual's employment by Seller.

Employment of Active Employees by Buyer. (i) Buyer is not obligated As of the Closing Date, except as set forth on Schedule 5.1(b), Buyers have made offers of employment to hire any each Active Employee but may subject to such Active Employee completing an application and interview all for employment with Buyers to the satisfaction of Buyers (each such Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made Employee, upon accepting an offer of employment that has been accepted to be effective on the Closing Date (the "from Buyer and entering into a form of Proprietary Rights, Confidentiality, Non-Solicitation and Non-Competition Agreement in such form as Buyers may request a “Hired Active Employees"Employee”). Subject Nothing in this Agreement shall limit the right of Buyer to Legal Requirements, Buyer will have reasonable access to terminate the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) employment of Seller for the purpose of preparing for and conducting employment interviews with all any Hired Active Employees and will conduct the interviews as expeditiously as possible prior to Employee following the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before As of the Closingfirst day following the Closing Date, Seller will terminate the employment of all of its Hired Active EmployeesEmployees shall be permitted to participate in the plans, programs and arrangements of Buyer or its affiliates relating to compensation and employee benefits (each, a “Buyer Benefit Plan”). (ii) Solely for purposes of the Buyers plans governed by ERISA, each Hired Active Employee shall be credited with all years of service for which such Hired Active Employee was credited before the Closing Date by Sellers but only to the extent permitted under Legal Requirements applicable to and the terms of such Buyer Plan for purposes of eligibility and vesting only. (iii) Sellers shall furnish a Form W-2 to each Hired Active Employee disclosing all wages or compensation paid up to and including the Closing Date during 2010 calendar year and Taxes withheld therefrom. (iv) It is understood and agreed that (A) Buyer's Buyers’ expressed intention to extend offers of employment as set forth in this section Section 10.1 shall not constitute any commitment, Contract or understanding (expressed or implied) of any obligation on the part of Buyer Buyers to a post-post Closing employment relationship of any particular length of time, of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employmentemployment and that Buyer has agreed to herein, and (B) employment offered by Buyer is "“at will" ” and 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)reason. Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of a Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the 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 such employeesHired Active Employee.

Employment of Active Employees by Buyer. (i) Buyer is not obligated shall make Qualifying Offers to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on as of the Closing Date (the "“Hired Active Employees"”). Subject to Legal Requirements, Seller will provide Buyer will have with reasonable access to the Facilities Seller’s facilities and personnel Records records (including performance appraisals, disciplinary actions, grievances grievances, and medical Recordsrecords) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior Qualifying Offers to the Closing Date. Access Active Employees; provided, however, that Seller shall provide such access only to those human resource designees of the Buyer who Buyer agrees will be provided by Seller upon reasonable prior notice during normal business hoursonly reveal such personnel information to individuals with Buyer having actual hiring authority or who participate directly in actual hiring decisions. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. Seller, with respect to the Active Employees, shall timely give all notices required to be given under the WARN ACT or similar statutes or regulation of any jurisdiction relating to any plant closing or mass lay-off or as otherwise required by law. Notwithstanding any other provision contained herein, Seller agrees to fully indemnify Buyer for any and all liability incurred by Buyer under the WARN Act with respect to Active Employees as a result of the transaction contemplated by this Agreement. (ii) It is understood and agreed that For a period of ninety (A90) Buyer's expressed intention to extend offers of days following the Closing Date, Buyer may not terminate the employment as set forth in this section shall not constitute any commitment, Contract or understanding (expressed or implied) of any obligation on Hired Active Employee, except in the part case of any such termination for cause. Following such ninety (90) day period, each Hired Active Employee shall be employed at will by Buyer as employees of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "at will" and may be terminated by Buyer or by an employee at any time for any reason (subject to any written commitments applicable probation period not prohibited by law) to occupy positions designated by Buyer and pursuant to the contrary made terms and conditions determined by Buyer or an employee and Legal Requirements). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employeesits sole discretion.

Employment of Active Employees by Buyer. (i) Not later than the Closing Date, Buyer is not obligated shall offer employment to hire the current employees of Seller listed on Part 5.1(b) at the compensation rates and with the benefits set forth on Part 5.1(b) (any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an such employees who accept such offer of employment that has been accepted being referred to be effective on as the Closing Date (the "“Hired Active Employees"”). Subject Buyer shall have no obligation to Legal Requirements, Buyer will offer employment to any employees whose employment had been terminated (voluntarily or involuntarily) or who have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible retired prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) Neither DGLP nor Subsidiary nor their Related Persons shall solicit the continued employment of any Active Employee (unless and until Buyer has informed Seller in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the Closing. Buyer shall inform Seller promptly of the identities of those Active Employees to whom it will not make employment offers. (iii) It is understood and agreed that (A) Buyer's ’s expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employmentset forth in this Section, and (B) employment offered by Buyer is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Not later than the Closing Date, Buyer is not obligated shall offer employment to hire the current employees of Seller listed on Schedule 5.1(b) at the compensation rates and with the benefits set forth on Schedule 5.1(b) (any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an such employees who accept such offer of employment that has been accepted being referred to be effective on as the Closing Date (the "“Hired Active Employees"”). Subject Buyer shall have no obligation to Legal Requirements, Buyer will offer employment to any employees whose employment had been terminated (voluntarily or involuntarily) or who have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible retired prior to the Closing Date. Access Buyer shall inform Seller promptly of the identities of those Active Employees to whom it will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the not make employment of all of its Hired Active Employeesoffers. (ii) Neither Seller nor any of its Related Persons shall solicit the continued employment of any Hired Active Employee after the Closing. (iii) It is understood and agreed that (A) Buyer's ’s expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employmentset forth in this Section and the Employment Agreements, and (B) unless otherwise specified in the Employment Agreements, employment offered by Buyer is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees, except as otherwise provided in the Employment Agreements.

Employment of Active Employees by Buyer. (i) Effective as of the day following the Closing Date, Buyer shall extend an offer of employment, based on current wages and benefits as provided under the Union Agreement, to all Bargaining Unit Employees. Other than the foregoing, Buyer is not obligated to hire any Active Employee but may interview all Active Employees. At or before the Closing, Buyer will provide Seller with a list of Active Employees that Buyer intends to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date hire (the "Hired Active Employees"). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) Neither Seller nor its Related Persons shall solicit (other than through public media) the employment of any Hired Active Employee actually hired by Buyer after the Closing. (iii) It is understood and agreed that (A) Buyer's expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "at will" and may be terminated by Buyer or by an employee at any time for any reason (subject to the terms of the Union Agreement or any other written commitments to the contrary made by Buyer or an employee and Legal Requirements). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller Sellers with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "Hired Active Employees"). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records records (including performance appraisals, disciplinary actions, grievances and medical Recordsrecords) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller Sellers upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller Sellers will terminate the employment of all of its their Hired Active Employees. (ii) Neither of the Sellers nor their Related Persons shall solicit the continued employment of any Active Employee (unless and until Buyer has informed Sellers in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the Closing. Buyer shall inform Sellers promptly of the identities of those Active Employees to whom it will not make employment offers. (iii) It is understood and agreed that (A) Buyer's expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "at will" and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with must make a list of Active Employees to whom Buyer has made an bona fide offer of conditional employment that has been accepted to be effective on the Closing Date (the "Hired Active Employees"). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) Neither Seller nor either Shareholder nor their Related Persons shall solicit the continued employment of any Active Employee agreed to be hired by Buyer (unless and until Buyer has informed Seller in writing that the particular Active Employee will not be hired by Buyer). (iii) Each Active Employee who is hired by Buyer (each, a “Hired Active Employee”) shall become an employee of Buyer effective as of the Closing. The employment of each Hired Active Employee shall be deemed terminated with Seller immediately prior to the Effective Time. Buyer shall pay, perform or otherwise satisfy all Liabilities in full related to Buyer’s offers of employment when such Hired Active Employee accepts such offer. (iv) It is understood and agreed that (A) Buyer's expressed intention to extend ’s 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but but, on or prior to the Closing, may interview all Active Employees and may offer employment to any or all Active Employees, to be effective as of the later of the (i) Closing Date or (ii) December 31, 2007 (the “Employee Termination Date”. Prior to the Closing, Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing day following the Employee Termination Date (the "“Hired Active Employees"”). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances actions and medical Recordsgrievances) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Effective as of the later of (i) the Closing Date and (ii) December 31, 2007, the Hired Active Employees shall resign from their employment with Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, or Seller will terminate the employment of all of its the Hired Active EmployeesEmployees who have not resigned as of the Employee Termination Date. If the Closing Date is prior to December 31, 2007, the Hired Active Employees will provide services to CAI, Buyer or the Targeted Subsidiaries pursuant to the Employee Leasing Agreement. (ii) Neither Seller nor its Related Persons shall solicit the continued employment of any Active Employee or the employment of any Hired Active Employee after the Closing. (iii) It is understood and agreed that (A) Buyer's ’s expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employeesemployees after the Closing.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may may, in its discretion, interview all Active Employees. Buyer will conduct such interviews in a manner which will not unreasonably disrupt or interfere with the business of Seller. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "Hired Active Employees"). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) Neither Seller nor Equityholder nor their Related Persons shall solicit the continued employment of any Active Employee (unless and until Buyer has informed Seller in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the Closing. Buyer shall inform Seller promptly of the identities of those Active Employees to whom it will not make employment offers. (iii) It is understood and agreed that (A) Buyer's expressed intention to extend offers of employment as set forth in this section Section shall not constitute any commitment, Contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is will be "at will" and 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 material Legal Requirements). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Not later than the Closing Date, Buyer is not obligated shall offer employment or consultancy to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of the Active Employees to whom Buyer has made an of Seller listed on Schedule 5.1(b) at the compensation rates set forth on Schedule 5.1(b) and with such benefits, if any, as specified on Schedule 5.1(b) (any such employees or consultants who accept such offer of employment that has been accepted or consultancy being referred to be effective on as the Closing Date (the "“Hired Active Employees"”). Subject Buyer shall have no obligation to Legal Requirements, Buyer will offer employment to any employees whose employment had been terminated (voluntarily or involuntarily) or who have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible retired prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) Neither Seller nor any of its Related Persons shall solicit the continued employment of any Hired Active Employee after the Closing. (iii) It is understood and agreed that (A) Buyer's ’s expressed intention to extend 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 a post-Closing employment or consultancy relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employmentset forth in this Section, the Consultant Agreements and the Non-Competition Agreements, and (B) unless otherwise specified in the Consultant Agreements, employment or consultancy offered by Buyer is "at will" and 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 Hired Employee and Legal Requirements). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment or consultancy of such employeesHired Active Employees, except as otherwise provided in the Consultant Agreements.

Employment of Active Employees by Buyer. (i) Buyer is not obligated shall be given reasonable access to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list Seller’s Key Employees as disclosed on Part 10.1(b) for the purpose of Active Employees to whom Buyer has made an discussing employment terms and shall offer of employment that has been accepted to be effective on the Closing Date (to all or substantially all of the "Hired Active Employees"Employees of the Seller as of the Closing, except as set forth in Section 10.1(g)(iv). Any such Active Employees of the Seller as of the Closing who accept and continue employment with the Buyer shall be referred to herein as “Transferred Employees”. (ii) Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing DateSeller. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active the Transferred Employees. (iiiii) It is understood and agreed that (A) Buyer's expressed intention ’s express intent to extend offers of employment as set forth in this section Section 10.1 shall not constitute any commitment, Contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) any employment offered by Buyer is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Transferred Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees. (iv) Seller and Buyer agree to cooperate in good faith to determine whether any notification may be required under the WARN Act or any similar state or local Legal Requirement as a result of the Contemplated Transactions and agree to comply with their respective obligations, if any, under the WARN Act and any other similar state or local Legal Requirement.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may offer applications and interview all Active EmployeesEmployees who apply and intends, subject to such interview and hiring process, to make offers of employment to qualified employees. Buyer will provide Seller the Companies with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "“Hired Active Employees"”). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will shall conduct the interviews as expeditiously as possible prior to the Closing Date. Access will shall be provided by Seller the Companies upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will the Companies shall terminate the employment of all of its Hired Active Employees. (ii) It is understood and agreed that (A) Buyer's ’s expressed intention to extend offers of employment as set forth in this section Section 6.16 shall not constitute any commitment, Contract contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "at will" will and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Buyer is not obligated shall make an offer of employment to hire any Active Employee but may interview all Active Employees, provided that based on interviews and personnel file reviews prior to the Closing, Buyer may decline to extend an offer to particular Active Employees as Buyer determines in its discretion. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "Hired Active Employees"). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities Stores and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) Neither Seller nor Shareholder nor their Related Persons shall solicit the continued employment of any Active Employee (unless and until Buyer has informed Seller in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the Closing. Buyer shall inform Seller promptly of the identities of those Active Employees to whom it will not make employment offers. (iii) It is understood and agreed that (Aa) Buyer's expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (Bb) employment offered by Buyer is "at will" and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees. No employee of Seller shall be deemed a third-party beneficiary of this Agreement.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview all Active Employees. Within seven (7) days of the Closing Date, Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "“Hired Active Employees"”). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records records (including performance appraisals, appraisals and disciplinary actions, grievances but excluding medical records and medical Recordsgrievances) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all Hired Active Employees and all other Active Employees, other than any such Active Employee who is specifically retained by Seller beyond the Closing Date, and Seller shall be obligated to meet all of its legal obligations to the terminated Hired Active Employees, terminated Active Employees and all Active Employees retained by Seller. (ii) None of Seller, Parent Company or their Related Persons shall solicit the continued employment of any Active Employee (unless and until Buyer has informed Seller in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the Closing. Buyer shall inform Seller of the identities of those Active Employees to whom it will not make employment offers and Buyer shall have no obligation to the Seller in connection with Seller’s duties in complying with the WARN Act as to any Active Employees. (iiiii) It is understood and agreed that (A) Buyer's ’s expressed intention to extend offers of employment employment, if any, as set forth referenced in this section Section 12.1 shall not constitute any commitment, Contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "“Hired Active Employees"”). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) Neither Seller nor its Shareholder nor their Related Persons shall solicit the continued employment of any Active Employee (unless and until Buyer has informed Seller in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the Closing. Buyer shall inform Seller promptly of the identities of those Active Employees to whom it will not make employment offers, and Seller shall assist Buyer in complying with the WARN Act as to those Active Employees. (iii) It is understood and agreed that (A) Buyer's ’s expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made make an offer of employment that has been accepted to any Active Employee, whose acceptance of such offer will be effective on the Closing Date (the "Hired Active EmployeesHIRED ACTIVE EMPLOYEES"). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances actions and medical Recordsgrievances) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired the Active Employees. (ii) No Selling Party or their Related Persons shall solicit the continued employment of any Active Employee (unless and until Buyer has informed Seller in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the Closing. (iii) It is understood and agreed that (A) Buyer's expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, ; and (B) employment offered by Buyer is "at will" and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "Hired Active Employees"). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. Any decision as to whether to make an offer to, or to hire, any Active Employee shall be made by Buyer in its sole discretion. (ii) Neither Seller nor its Affiliate shall solicit the continued employment of any Active Employee (unless and until Buyer has informed Seller in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the Closing. Buyer shall inform Seller promptly of the identities of those Active Employees to whom it will not make employment offers. (iii) It is understood and agreed that (A) Buyer's expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "at will" and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees. Between the date of this Agreement and the Closing Date, Seller shall not communicate or represent to any Active Employee or any bargaining representative that Buyer will, or is obligated to, continue the same terms and conditions of employment that currently exist.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "“Hired Active Employees"”). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances grievances, attendance, leave of absence, payroll and medical Recordsall other employee related records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) Neither Seller nor Shareholder nor their Related Persons shall solicit, directly or indirectly, the continued employment of any Active Employee (unless and until Buyer has informed Seller in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the Closing. Buyer shall inform Seller promptly of the identities of those Active Employees to whom it will not make employment offers, and Seller shall comply with the WARN Act as to those Active Employees. (iii) It is understood and agreed that (A) Buyer's ’s expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Buyer is not obligated shall be given reasonable access to hire any Active Employee but may interview all Active Employees. such key employee of Seller as Buyer will provide Seller with a list reasonably identifies for the purpose of Active Employees to whom discussing employment terms and Buyer has made an shall offer of employment that has been accepted to be effective on the Closing Date (to all or substantially all of the "Hired Active Employees"Employees of the Seller as of the Closing, except as set forth in Section 10.1(g)(iv). Any such Active Employees of the Seller as of the Closing who accept and continue employment with the Buyer shall be referred to herein as “Transferred Employees”. (ii) Subject to Legal Requirements, Buyer will have reasonable access to the Facilities facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing DateSeller. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired the Transferred Employees. Without limiting the generality of the foregoing, Seller shall terminate prior to Closing any express employment agreements with any Active EmployeesEmployees and provide evidence of same to Buyer. (iiiii) It is understood and agreed that (A) Buyer's expressed intention ’s express intent to extend offers of employment as set forth in this section Section 10.1 shall not constitute any commitment, Contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) any employment offered by Buyer is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Transferred Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees. (iv) Seller and Buyer agree to cooperate in good faith to determine whether any notification may be required under the WARN Act or any similar state or local Legal Requirement as a result of the Contemplated Transactions and agree to comply with their respective obligations, if any, under the WARN Act and any other similar state or local Legal Requirement.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview all Active EmployeesEmployees for employment purposes. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "Hired Active Employees"). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities Seller's office and personnel Records records (including performance appraisals, disciplinary actions, grievances and medical Recordsrecords) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) It is understood and agreed that (A) Buyer's expressed intention to extend offers of employment as set forth in this section Section 6.4 shall not constitute any commitment, Contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "at will" and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Neither Buyer nor Parent is not obligated to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "“Hired Active Employees"”). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately Immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) Neither Seller nor its Related Persons shall solicit the continued employment of any Active Employee (unless and until Buyer has informed Seller in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the Closing. Buyer shall inform Seller promptly of the identities of those Active Employees to whom it will not make employment offers, and Seller shall assist Buyer in complying with any WARN Act requirements applicable as to those Active Employees. (iii) It is understood and agreed that (A) Buyer's expressed ’s express intention to extend offers of employment as set forth in this section shall not constitute any commitment, Contract Contract, or understanding (expressed express or implied) of any obligation on the part Schedule of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.time

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee Employee, except as required under the Collective Bargaining Agreements, but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "Hired Active Employees"); provided, however, ---------------------- -------- ------- the number of Active Employees whom Buyer elects not to hire shall not exceed thirty (30). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities properties and personnel Records records (including performance appraisals, disciplinary actions, grievances and medical Recordsrecords) of each Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller Sellers upon reasonable prior notice during normal business hours. Effective immediately before the Closing, each Seller will terminate the employment of all of its Hired Active Employees. (ii) Neither any Seller nor any Parent nor any of their Affiliates shall solicit the continued employment of any Active Employee (unless and until Buyer has informed such Seller in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the Closing. Buyer shall inform Sellers promptly of the identities of those Active Employees to whom it will not make employment offers, and each Seller shall assist Buyer in complying with the WARN Act as to those Active Employees. (iii) It is understood and agreed that (A) Buyer's expressed intention to extend offers of employment as set forth in this section Section shall not constitute any commitment, Contract contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-post- Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "at will" and may be terminated by Buyer or by an employee at any time for any reason (subject to the Collective Bargaining Agreements or any written commitments to the contrary made by Buyer or an employee and Legal Requirements). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees. (iv) Each Parent and Seller (and each Parent shall cause each Seller to) (A) waive any rights such Seller may have and shall not enforce any obligations of any Hired Active Employees to such Seller pursuant to any noncompetition agreement, inventions assignment agreement or any other type of agreement such Seller may have with the Hired Active Employees with respect to the Business and (B) enforce its rights against any Active Employee who is not hired by Buyer, pursuant to any noncompetition agreement, inventions assignment agreement or any other type of agreement such Seller may have with the Active Employees with respect to the Business who are not hired by Buyer.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "“Hired Active Employees"”). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews interviews, if any, as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately Immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) Neither Seller nor any party’s respective Related Persons shall solicit the continued employment of any Active Employee (unless and until Buyer has informed Seller in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the Closing. (iii) It is understood and agreed that (A) Buyer's expressed intention ’s express intention, if any, to extend offers of employment as set forth in this section shall not constitute any commitment, Contract Contract, or understanding (expressed express or implied) of any obligation on the part Schedule of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer Buyer, if any, is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote promote, or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation compensation, or terms or conditions of employment of such employeesemployees (subject to any written commitments to the contrary made by Buyer to an employee and Legal Requirements).

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "Hired Active Employees"). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances actions and medical Recordsgrievances) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active EmployeesEmployees effective as of the close of business on the Closing Date. (ii) It Neither Seller nor any Shareholder nor their respective Related Persons shall solicit the continued employment of any Active Employee (unless and until Buyer has informed Seller in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the Closing. Buyer shall inform Seller promptly of the identities of those Active Employees to whom it will not make employment offers. (iii) Except for the Employment Agreements, it is understood and agreed that (A) Buyer's expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "at will" and 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). Nothing Except for any terms and conditions contained in an executed Employment Agreement, nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing at any time or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any particular Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective immediately following the Effective Time on the Closing Date (the "“Hired Active Employees"”). Subject to Legal Requirementsany Governmental Requirement, Buyer will have reasonable access to the Facilities Facility and personnel Records records (including performance appraisals, disciplinary actions, grievances and medical Recordsrecords) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before It is a condition to Closing that Buyer will offer employment to such number of Active Employees as shall be necessary to avoid any liability for a violation of the Worker Adjustment and Retraining Notification Act (the “WARN Act”), or similar law of the Commonwealth of Massachusetts. Further, for a period of ninety (90) days following the Closing Date, the Buyer will not voluntarily terminate a sufficient number of Active Employees such as to trigger any liability under the WARN Act, or similar law of the Commonwealth of Massachusetts. This obligation shall survive the Closing, . Each Active Employee who accepts Buyer’s offer of employment shall become an employee of the Buyer immediately following the Effective Time on the Closing Date. Buyer shall provide to each such Hired Active Employee the same vacation and sick pay accruals as such Hired Active Employee had when employed by Seller will terminate and Buyer shall assume and pay such vacation and sick pay accruals in the ordinary course of business and upon termination of the employment of all of its any such Hired Active EmployeesEmployee. If Buyer elects to terminate any at-will Hired Active Employee after the Closing Date, any resulting liability shall be for the Buyer’s account, unless such liability resulted from Seller’s breach of any representation, warranty or covenant involving those employees. (ii) Buyer shall inform Seller promptly of the identities of those Active Employees to whom it will not make employment offers. As to any Active Employee to whom Buyer will not make any employment offer or who declines the Buyer’s employment offer, the Seller will comply with, and hold Buyer harmless against any claims arising under, any obligations under the WARN Act or similar Massachusetts law, and under any Massachusetts statute providing for the continuation of group health insurance. (iii) It is understood and agreed that (A) Buyer's ’s expressed intention to extend offers of employment as set forth in this section shall not constitute any commitment, Contract contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "“at will" ” and 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 Governmental Requirements). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees. (iv) Buyer shall distribute to each Hired Active Employee a written letter agreement in the form of Schedule 6.5(b)(iv) hereto informing each Hired Active Employee that Buyer shall be solely responsible for paying each Hired Active Employee for the amount of unused vacation time accrued by such Hired Active Employee through his/her employment by Seller as of the Closing Date. Buyer shall not hire any Hired Active Employee who fails to or refuses to execute and deliver to Buyer and Seller such an agreement. In the event any Hired Active Employee fails or refuses to so execute and deliver such agreement, he or she shall be deemed to have resigned his or her employment with Seller and not to have been hired by Buyer and Seller shall be responsible for paying all accrued and unpaid vacation, sick pay and other benefits due to such employee. (v) On and after the Closing Date, Seller shall make available to all Qualified Individuals (as hereafter defined) continuation health coverage as required by COBRA. Seller also shall notify, in accordance with the requirements of COBRA, any such Qualified Individual of his or her right to obtain continuation health coverage from Seller. For purposes of this Section “Qualified Individual” means any employee or qualified beneficiary of Seller who, prior to the date of Closing or as a result of the transactions contemplated under this Agreement, has or had incurred a Qualifying Event (as defined by COBRA) and who has elected, or may elect to have health care continuation coverage under the requirements of COBRA. Seller hereby agrees that the transactions contemplated herein shall constitute a “qualifying event” entitling Hired Active Employees and qualified beneficiaries to “continuation coverage” (within the meaning of COBRA) under Sellers’ health and medical plans (the “initial qualifying event”). Further, Seller will notify Purchaser if on or after the Closing Date Seller no longer maintains a group health plan within the meaning of COBRA. Seller acknowledges that for Hired Active Employees, Buyer will pay a portion of the required COBRA premium cost and that Buyer will establish a plan under Section 125 of the Code to allow Hired Active Employees the ability to pay all, or a portion. of the balance of the COBRA premium cost. Seller agrees to accept payment of the required COBRA premium in this manner. Further, for those Hired Active Employees and qualified beneficiaries who have a “qualifying event” subsequent to the Closing Date (a “subsequent qualifying event”) and who had elected or are entitled to elect COBRA continuation coverage under Seller’s group health plan, if so required under applicable Governmental Authority, Seller will allow COBRA continuation coverage as a result of the subsequent qualifying event to be provided under Seller’s group health plan for the remainder of the period that such individual is entitled to obtain continuation coverage as a result of the initial qualifying event.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview Seller shall terminate the employment of all Active Employees. Employees at the Closing and contemporaneously therewith, Buyer will provide shall offer employment to all such Active Employees (other than the Active Employees set forth on Schedule 10.3(a) hereof that are to be hired by Remington on the Closing Date) on substantially the terms and conditions as which they were employed by Seller with a list immediately prior to the Closing (subject to applicable legal requirements and the terms of any employment, severance or similar agreements entered into in connection herewith, if any) (all Active Employees to whom Buyer has made an offer of employment that has been employment, and who have accepted to be effective on such offer of employment, collectively, the Closing Date (the "“Hired Active Employees"”). Subject to Legal Requirementsapplicable Law, Buyer will have reasonable access to the Facilities and personnel Records records (including performance appraisals, disciplinary actions, grievances actions and medical Recordsgrievances) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active EmployeesSeller. (ii) It is understood and agreed that (A) Buyer's expressed intention to extend ’s offers of employment as set forth in this section to the Active Employees shall not constitute any commitment, Contract contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "“at will" ” and 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 Requirementsapplicable Law). Nothing Except as otherwise provided in Key Executive Agreements between Buyer, Member and Xxxxxxxxx Xxxxxx, nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, employee benefits, other compensation or terms or conditions of employment of such employees. (iii) Seller and the Member, and Buyer agree that Forms W-2 for the Hired Active Employees for the 2011 calendar year shall be prepared and filed in accordance with the “alternate procedure” pursuant to IRS Revenue Procedure 2004-53, I.R.B. 2004-34.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller Company with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "“Hired Active Employees"”). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller Company and Suzhou for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller Company and Suzhou upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller Company and Suzhou will terminate the employment of all of its Hired Active Employees. (ii) It is understood and agreed that (A) Buyer's ’s expressed intention to extend offers of employment as set forth in this section shall not constitute any commitment, Contract contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Seller shall provide Buyer is not obligated to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a an up-to-date list of the names of the Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date at least two (the "Hired Active Employees"). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities 2) Business Days and personnel Records not more than four (including performance appraisals, disciplinary actions, grievances and medical Records4) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible Business Days prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice has had fewer than fifty (50) employees during normal business hoursthe preceding four (4) weeks. Effective immediately before the At Closing, Seller will shall terminate fewer than fifty (50) employees, and Subsection 67(1) of the Employment Standards Code shall not apply to said terminations. Buyer covenants and agrees that it shall offer employment to all Active Employees, except those Active Employees specifically listed in Schedule 7.1(b) (the “Severance Employees”), effective as at the Time of Closing, on substantially the same terms and conditions of employment (and in any event, not less favorable) as are then applicable to the Active Employees in relation to compensation, benefits, and which shall recognize the service of the Active Employees with Seller. Seller shall indemnify and hold harmless Buyer from and against all Liability suffered or incurred by Buyer in connection with or pursuant to any claims by any Active Employees (including the Severance Employees) and any employee of Seller on long-term disability leave other than claims (or causes of claims) by Active Employees against Buyer arising after the Closing relating solely to Buyer’s employment of all said Active Employees after the Closing and other than claims arising out of its Hired Active Employees. (ii) It is understood and agreed that (A) Buyer's expressed intention to extend offers of employment as set forth in this section shall not constitute any commitment, Contract or understanding (expressed or implied) of any obligation a failure on the part of Buyer to a post-Closing fulfill its obligations in this Section 7.1(b) of this Agreement to offer continued employment relationship of any fixed term or duration or upon any terms or conditions to all Active Employees other than those that Buyer may establish pursuant the Severance Employees. No employee of the Seller shall be entitled to individual offers any rights under this subsection or under any other provisions of employmentthis Agreement. Seller shall employ all of the Active Employees until the Closing, and (B) employment offered by Buyer is "at will" and may be terminated by Buyer or by an employee at any time except for any reason (subject to any written commitments Active Employees who prior to the contrary made by Buyer or an employee and Legal Requirements)Closing: (a) are terminated for cause; (b) are terminated with Buyers consent, which consent shall not be unreasonably withheld; (c) voluntarily resign; or (d) retire. Nothing in this Agreement Seller shall be deemed to prevent or restrict not attempt in any way the right of Buyer to terminate, reassign, promote or demote discourage any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions from accepting any offer of employment of such employeesto be made by Buyer.

Employment of Active Employees by Buyer. (i) Within forty-five (45) days of the Closing Date, Buyer is not obligated or Teal shall have made offers of employment to hire any each Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made or Teal desires to make an offer of employment, subject to such Active Employee completing an application and interview for employment to Buyer’s satisfaction (each such Active Employee, upon accepting an offer of employment that has been accepted to be effective on the Closing Date (the "and entering into a form of Proprietary Rights, Confidentiality, Non-Solicitation and Non-Competition Agreement in such form requested a “Hired Active Employees"Employee”). Subject Nothing in this Agreement shall limit the right to Legal Requirements, Buyer will have reasonable access to terminate the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) employment of Seller for the purpose of preparing for and conducting employment interviews with all any Hired Active Employees and will conduct the interviews as expeditiously as possible prior to Employee following the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before As of the Closingfirst day following the Closing Date, Seller will terminate the employment of all of its Hired Active EmployeesEmployees shall be permitted to participate in the plans, programs and arrangements of Buyer or its affiliates relating to compensation and employee benefits (each, a “Buyer Benefit Plans”). (ii) Seller shall furnish a Form W-2 to each Hired Active Employee disclosing all wages or compensation paid up to and including the Closing Date during 2023 and 2024 calendar year and Taxes withheld therefrom. (iii) It is understood and agreed that (A) Buyer's , Teal, or Parent’s expressed intention intentions to extend offers of employment as set forth in this section Section 5.1 shall not constitute any commitment, Contract or understanding (expressed or implied) of any obligation on the part of Buyer any offeror to a post-post Closing employment relationship of any particular length of time, of any fixed term or duration duration, any compensation or benefits levels, or upon any terms or conditions other than those that Buyer may establish made pursuant to individual offers of employmentemployment and acceptances thereof, and (B) employment offered by Buyer is "“at will" ” and 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)reason. Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the 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 such employeesHired Active Employee.

Employment of Active Employees by Buyer. (i) Buyer is not obligated shall be given reasonable access to hire any Active Employee but may interview all Active Employees. such key employees of Seller as Buyer will provide Seller with a list reasonably identifies for the purpose of Active Employees to whom Buyer has made an offer of evaluating and discussing employment that has been accepted to be effective on the Closing Date (the "Hired Active Employees")terms. Subject to Legal Requirements, Buyer will have reasonable access to the Facilities facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active EmployeesSeller. (ii) It is understood and agreed that (A) Buyer's expressed intention to extend offers of employment as set forth in this section Nothing herein shall not constitute any commitment, Contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) any employment offered by Buyer is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees. (iii) Seller and Buyer agree to cooperate in good faith to determine whether any notification may be required under the WARN Act or any similar state or local Legal Requirement as a result of the Contemplated Transactions and agree to comply with their respective obligations, if any, under the WARN Act and any other similar state or local Legal Requirement.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview Seller shall terminate the employment of all Active Employees. Employees at the Closing and contemporaneously therewith, Buyer will provide shall offer employment to all such Active Employees on substantially the terms and conditions as which they were employed by Seller with a list immediately prior to the Closing (subject to applicable legal requirements and the terms of any employment, severance or similar agreements entered into in connection herewith, if any) (all Active Employees to whom Buyer has made an offer of employment that has been employment, and who have accepted to be effective on such offer of employment, collectively, the Closing Date (the "“Hired Active Employees"”). Subject to Legal Requirementsapplicable Law, Buyer will have reasonable access to the Facilities and personnel Records records (including performance appraisals, disciplinary actions, grievances actions and medical Recordsgrievances) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active EmployeesSeller. (ii) It is understood and agreed that (A) Buyer's expressed intention to extend ’s offers of employment as set forth in this section to the Active Employees shall not constitute any commitment, Contract contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "“at will" ” and 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 Requirementsapplicable Law). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, employee benefits, other compensation or terms or conditions of employment of such employees. (iii) Each of Seller, the Shareholders, Xx. Xxxxxx and Buyer agrees that Forms W-2 for the Hired Active Employees for the 2011 calendar year shall be prepared and filed in accordance with the “standard procedure” under Section 4 of IRS Revenue Procedure 2004-53.

Employment of Active Employees by Buyer. (i) Buyer Attached hereto as Exhibit 10.1(b)(i) is not obligated to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "“Hired Active Employees"”). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) Neither Seller nor its Related Persons shall solicit the continued employment of any Active Employee (unless and until Buyer has informed Seller in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the Closing. Set forth on Exhibit 10.1(b)(ii) is a list of those Active Employees to whom Buyer will not make employment offers (the “Non-Hired Active Employees”). (iii) It is understood and agreed that (A) Buyer's ’s expressed intention to extend offers of employment as set forth in this section Section shall not constitute any commitment, Contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees. (iv) As of the Closing Date, each Hired Active Employee shall, without duplication of benefits, be given credit for all service with Seller before the Effective Time under all employee benefit plans (including credit for service as applicable to pre-existing conditions under Buyer’s health insurance plans), programs, and arrangements maintained by or contributed to by Buyer in which the Hired Active Employee becomes a participant for the purposes of eligibility to participate, vesting, and determination of level of benefits (excluding however benefit accrual under any defined benefit plans, if any). (v) Seller shall be responsible for providing continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for all Non-Hired Active Employees, all of Seller’s former employees, and all Hired Active Employees who elect not to participate or are unable to participate in Buyer’s health plans and, in each case, elects such continuation coverage, provided that Buyer will not advise Hired Active Employees who are eligible for coverage by Buyer’s health plans to elect to receive such continuation coverage. (vi) Effective as of the Closing Date, Hired Active Employees who are participants in Seller’s 401(k) plan shall become fully vested in their account balances in such plan (the “Seller Savings Plan”) and distributions of such account balance shall be made available to such Hired Active Employees as soon as reasonably practicable following the Closing Date, in accordance with the provisions of the Seller Savings Plan and Legal Requirements. As soon as reasonably practicable after the Closing Date, Buyer will establish a 401(k) plan that will accept rollover contributions from the Seller Savings Plan. (vii) Buyer and Seller will cooperate as necessary to effect the requirements of this Section 10.1.

Employment of Active Employees by Buyer. (i) Buyer is not obligated shall hire the Active Employees of Sellers specified on Part 10.1(b) as updated at the Closing. Not later than three (3) days prior to hire any Active Employee but may interview all Active Employees. the Closing Date, Buyer and Sellers will provide Seller with develop a list of Active Employees to whom Buyer has made an will offer of employment that has been accepted to be effective on upon the Closing Date Effective Time (the "“Hired Active Employees"”). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller Sellers and Foreign Subsidiaries for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller Sellers and Foreign Subsidiaries upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller Sellers will terminate the employment of all of its Hired Active Employees. (ii) Neither any Seller, Design Partners nor any Principal nor their Related Persons shall solicit the continued employment of any Active Employee or hire any Active Employee (unless and until Buyer has informed Seller Representative in writing that the particular Active Employee will not receive any employment offer from Buyer) or for a period of five (5) years (two (2) years with respect to the non-hire covenant) after the Closing Date, the employment of any Hired Active Employee after the Closing. Buyer shall inform Seller Representative promptly of the identities of those Active Employees to whom it will not make employment offers, and Seller Representative shall assist Buyer in complying with the WARN Act as to those Active Employees. Neither Sellers, Design Partners nor Principals shall be deemed to have breached the non-solicitation covenant contained herein if any such Hired Active Employee responds to an advertisement of general publication. (iii) It is understood and agreed that (A) Buyer's ’s expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Prior to the Closing Date, to be effective as of the Effective Time, Buyer is not obligated shall offer employment to hire any all of the Active Employee but may interview all Active EmployeesEmployees upon the terms and conditions described below. Buyer will shall provide Seller the Sellers with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to and which shall be effective on at the Closing Date Effective Time (the "“Hired Active Employees"”). Subject to Legal Requirementsthe provisions of this Section 9.1, Buyer will have reasonable access Hired Active Employees shall be subject to the Facilities employment terms, conditions and personnel Records (including performance appraisals, disciplinary actions, grievances rules applicable to other similarly-situated employees of Buyer. Nothing contained in this Agreement shall be construed as an employment contract between the Buyer and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all any Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Employee or Hired Active EmployeesEmployee. (ii) It is understood After the date hereof until the Closing Date, Buyer may speak with Employees (including Key Employees and agreed that other members of the management team of the Business) during normal working hours. Buyer shall be solely responsible for any activity in connection with such discussions. Buyer shall indemnify and hold the Sellers and their Affiliates harmless from and against any Damages, resulting or arising from Buyer’s acts or omissions in connection with such discussions. (Aiii) Buyer's expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those Seller agrees that Buyer may establish pursuant shall have the right to individual offers conduct orientation sessions with Hired Active Employees as soon as reasonably practicable and in any event within thirty (30) days after execution of employment, and (B) employment offered by Buyer is "at will" and may be terminated by Buyer or by an employee this Agreement; provided that Sellers shall have the right to have their Representatives present at any time such sessions. The orientation sessions may include personal appearances by Buyer’s senior management and will cover subjects such as Buyer’s employee benefit plans, including any business retention, sales incentive or other program specifically designed for Active Employees (or any reason (subject to any written commitments to the contrary made by Buyer or Employee who subsequently becomes an employee and Legal Requirements). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Active Employee who become Hired Active Employees after the Effective Time. Buyer shall indemnify and hold the Sellers and their Affiliates harmless from and against any Damages, resulting or arising from Buyer’s acts or omissions in connection with such orientation sessions. (iv) For a period of one (1) year following the Closing Date, the Sellers and their Affiliates will not directly solicit any Hired Active Employee to again become an employee of the Sellers; provided, however, that the Sellers shall not be prohibited from hiring a Hired Active Employee terminated by Buyer or if such Hired Active Employee contacts the Sellers or one of their Affiliates to change adversely seek hiring or favorably the titleretention, powers, duties, responsibilities, functions, locations, salaries, other compensation whether in response to general advertising or terms or conditions of employment of such employeesotherwise.

Employment of Active Employees by Buyer. (i) Not later than the Closing Date, Buyer is not obligated shall offer employment or consultancy to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of the Active Employees to whom Buyer has made an of Seller Parties listed on Schedule 5.1(b) at the compensation rates set forth on Schedule 5.1(b) and with such benefits, if any, as specified on Schedule 5.1(b) (any such employees or consultants who accept such offer of employment that has been accepted or consultancy being referred to be effective on as the Closing Date (the "“Hired Active Employees"”). Subject Buyer shall have no obligation to Legal Requirements, Buyer will offer employment to any employees whose employment had been terminated (voluntarily or involuntarily) or who have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible retired prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) For a period of one (1) year from the Closing Date, neither Seller Parties nor any of their respective Related Persons shall directly solicit the continued employment of any Hired Active Employee; provided, however, that this restriction shall not apply to a Hired Active Employee’s response to a general solicitation or advertisement for employment, or if Buyer or Parent does not assume such Hired Active Employee’s salary. (iii) It is understood and agreed that (A) Buyer's ’s expressed intention to extend 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 a post-Closing employment or consultancy relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employmentset forth in this Section and the NDAs, and (B) employment or consultancy offered by Buyer is "at will" and 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 Hired Employee and Legal Requirements). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment or consultancy of such employeesHired Active Employees.

Employment of Active Employees by Buyer. (i) Neither Buyer nor Parent is not obligated to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller Sellers with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "“Hired Active Employees"”). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately Immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) No Seller or its respective Related Persons shall solicit the continued employment of any Active Employee (unless and until Buyer has informed Sellesr in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the Closing. Buyer shall inform Sellers promptly of the identities of those Active Employees to whom it will not make employment offers, and Sellers shall assist Buyer in complying with any WARN Act requirements applicable as to those Active Employees. (iii) It is understood and agreed that (A) Buyer's expressed ’s express intention to extend offers of employment as set forth in this section shall not constitute any commitment, Contract Contract, or understanding (expressed express or implied) of any obligation on the part Schedule of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer or Parent to terminate, reassign, promote promote, or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation compensation, or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "Hired Active Employees"). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller and Unique Fabrications for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its the respective Hired Active EmployeesEmployees of Seller and Unique Fabrications. (ii) As soon as practicable, Buyer shall inform Seller and Unique Fabrications of the identities of those Active Employees to whom it will not make employment offers. Seller, and not Unique Fabrications or Buyer, shall assume and comply with all obligations under the WARN Act. (iii) It is understood and agreed that (A) Buyer's expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employmentterms, and (B) employment offered by Buyer is "at will" and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees. (iv) Notwithstanding the foregoing, Buyer will afford to any employees of Seller hired by Buyer a prior service credit, for purposes of all Buyer's employee benefit plans and Buyer's vacation benefits and eligibility, for the period of the individual's employment by Seller.

Employment of Active Employees by Buyer. (i) Effective as of the day following the Closing Date, Buyer shall extend an offer of employment, based on current wages and benefits as provided under the Union Agreement, to all Bargaining Unit Employees. Other than the foregoing, Buyer is not obligated to hire any Active Employee but may interview all Active Employees. At or before the Closing, Buyer will provide Seller with a list of Active Employees that Buyer does not intend to whom Buyer has made an offer of employment that has been accepted hire, which list is attached hereto as Exhibit G (all hired employees referred to be effective on the Closing Date (herein as the "Hired Active Employees"). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) Neither Seller nor its Related Persons shall solicit (other than through public media) the employment of any Hired Active Employee actually hired by Buyer after the Closing. (iii) It is understood and agreed that (A) Buyer's expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "at will" and may be terminated by Buyer or by an employee at any time for any reason (subject to the terms of the Union Agreement or any other written commitments to the contrary made by Buyer or an employee and Legal Requirements). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview all Active EmployeesEmployee. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "Hired Active Employees"). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. In addition to its other obligations hereunder, Buyer agrees to pay severance payments to each Active Employee that is not employed by Buyer immediately after the Closing consistent with Seller's existing severance policy. The severance amounts made to the Active Employees that are not employed by Buyer shall not be used to reduce the Purchase Price in any way, but shall otherwise be considered an Assumed Liability. (ii) It is understood and agreed that (A) Buyer's expressed intention to extend offers of Neither Seller nor any Shareholder nor their Related Persons shall solicit the continued employment as set forth in this section shall not constitute any commitment, Contract or understanding (expressed or implied) of any obligation on Active Employee (unless and until Buyer has informed Seller in writing that the part of Buyer to a post-Closing particular Active Employee will not receive any employment relationship offer from Buyer) or the employment of any fixed term or duration or upon any terms or conditions other than those that Hired Active Employee after the Closing. Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "at will" and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any inform Seller promptly of the Hired identities of those Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of whom it will not make employment of such employeesoffers.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview all Active Employees. The Buyer will provide the Seller with a list of Active Employees to whom the Buyer has made an offer of employment that has been accepted to be effective on opening of Business on the Closing Date (the "“Hired Active Employees"”). Subject to Legal RequirementsLaws, Buyer will have reasonable access to the Facilities Business and personnel Records records (including performance appraisals, disciplinary actions, grievances and medical Recordsrecords) of the Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by the Seller upon reasonable prior notice during normal business hours. Effective at the close of Business on the day immediately before prior to the ClosingClosing Date, the Seller will terminate the employment of all of its Hired Active Employees. (ii) Neither the Seller nor the Shareholder nor their Related Parties shall solicit the continued employment of any Active Employee (unless and until Buyer has informed the Seller in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the Closing. Buyer shall inform the Seller promptly of the identities of those Active Employees to whom it will not make employment offers, and the Seller shall assist the Buyer in complying with the WARN Act as to those Active Employees. (iii) It is understood and agreed that (A) Buyer's ’s expressed intention to extend offers of employment as set forth in this section Section shall not constitute any commitment, Contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing Date employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "“at will" ” and 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 Requirementsemployee). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "“Hired Active Employees"”). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities Seller’s office and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) It is understood and agreed that (A) Buyer's ’s expressed intention to extend offers of employment as set forth in this section Section 6.11 shall not constitute any commitment, Contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Not later than the Closing Date, Buyer is not obligated shall offer employment to hire the current employees of Seller listed on Schedule 5.1(b) at the compensation rates set forth on Schedule 5.1(b) and with such benefits, if any, as may be specified in the employment offer letter provided by Buyer to each such employee contemporaneously with the Closing (any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an such employees who accept such offer of employment that has been accepted being referred to be effective on as the Closing Date (the "“Hired Active Employees"”). Subject Buyer shall have no obligation to Legal Requirements, Buyer will offer employment to any employees whose employment had been terminated (voluntarily or involuntarily) or who have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible retired prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) Neither Seller nor any of its Related Persons shall solicit the continued employment of any Hired Active Employee after the Closing. (iii) It is understood and agreed that (A) Buyer's ’s expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employmentset forth in this Section, the Xxxxxx Employment Agreement, the Xxxxxx Non-Compete and the Non-Competition Agreements, and (B) employment offered by Buyer is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees, except as may be provided otherwise in the Xxxxxx Employment Agreement.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any particular Active Employee but Employee. Prior to the Closing, Buyer shall solicit employment applications from and may interview all Active Employees. Buyer shall provide preferential consideration to all Active Employees who have submitted employment applications and who are employed at the Assumed Stores and Facilities (other than at Sellers' corporate offices) and shall offer employment to substantially all of such Active Employees, effective as of the Effective Time. Buyer will provide each Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "Hired Active Employees"). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities Properties and personnel Records (including performance appraisals, disciplinary actions, grievances actions and medical Recordsgrievances) of each Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by each Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller Buyer will terminate the employment not hire any Active Employee who refuses to execute a severance benefits release in favor of all of its Hired Active EmployeesSellers and Shareholders in form and substance satisfactory to Sellers and their counsel. (ii) Neither Seller nor Shareholder nor their respective Related Persons shall solicit the continued employment of any Active Employee (unless and until Buyer has informed Principal Seller in writing that the particular Active Employee will not receive an employment offer from Buyer) or the employment of any Hired Active Employee after the Closing. Buyer shall inform Principal Seller promptly of the identities of those Active Employees to whom it will not make employment offers. (iii) It is understood and agreed that (A) Buyer's expressed intention obligation to extend offers of employment as set forth in this section Section 12.1 shall not constitute any commitment, Contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer to any applicant is "at will" and may be terminated by Buyer or by an employee at any time for any reason with or without cause or with or without notice (subject to any written commitments employment contract that expressly rejects the "at will" employment relationship and subject to the contrary made by Buyer or an employee and Legal Requirements). Nothing in this Agreement shall be deemed While employment offered by Buyer is "at will" only, and without creating a right to prevent or restrict in continued employment for any way employee, Buyer agrees, for the right sole benefit of Sellers, that subject to economic considerations not now contemplated and the absence of cause, Buyer to terminate, reassign, promote or demote any of the will not discharge Hired Active Employees for a reasonable period of time after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employeesDate.

Employment of Active Employees by Buyer. (i) Buyer is not obligated will offer employment to hire any Active Employee but may interview all Active EmployeesEmployees as of the Closing Date on terms substantially similar to those under which they were employed by Seller prior to the Closing Date. Buyer agrees to credit Active Employees with all service such Employees have been credited with pursuant to corresponding plans maintained by Seller as of the Closing Date prior to the Closing Date for purposes of vesting and eligibility under any employee benefit plan maintained by Buyer or any of its Related Persons in which the Active Employees participate after the Closing. Buyer will provide Seller with a list of permit Active Employees to whom Buyer has made an offer carry over and take paid vacation or other paid time-off benefits which were accrued but unused as of employment that has been accepted to be effective on the Closing Date (in accordance with applicable policies of Seller as of the "Hired Closing Date. Buyer waives any limitations regarding preexisting conditions, and will give full credit for any co-payments made and deductibles fully or partially satisfied prior to the Closing Date with respect to any welfare benefit plans maintained by Buyer or any of its Related Persons in which Active Employees")Employees participate after the Closing Date. Subject to Legal RequirementsFrom and after the Closing Date, Buyer shall be solely responsible for all termination and severance benefits, costs, charges and liabilities of any nature incurred with respect to the termination of an Active Employee by Buyer or any of its Related Persons on or after the Closing Date. Seller will have reasonable provide access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) records of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) Except upon the consent of Buyer, neither Seller nor any Shareholder nor their Related Persons shall solicit the continued employment of any Active Employee or the employment of any Active Employee for a period of five years after the Closing. (iii) It is understood and agreed that (A) Buyer's expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "“at will" ” and may be terminated by Buyer or by an employee at any time for any reason (subject to the Collective Bargaining Agreement, any written commitments to the contrary made by Buyer or an employee and Legal Requirements). Nothing Subject only to the provisions of this Section 10.1, nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Buyer is not obligated will make offers of employment to hire any Active Employee but may interview all Active Employeesemployees are legally eligible for employment in the United States . Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "Hired Active Employees"). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) Neither Seller nor its Related Persons shall solicit the continued employment of any Active Employee (unless and until Buyer has informed Seller in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the Closing who are still employed by Buyer. Buyer shall inform Seller promptly of the identities of those Active Employees to whom it will not make employment offers, and Seller shall comply with the WARN Act as to those Active Employees. Buyer consents to the Seller giving WARN Act notice, if it elects to do so, as provided under law. (iii) It is understood and agreed that (A) Buyer's expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those set forth herein that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is will be "at will" and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "Hired Active Employees"). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) Neither Seller nor Shareholders nor their Related Persons shall solicit the continued employment of any Active Employee (unless and until Buyer has informed Seller in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the Closing. Buyer shall inform Seller promptly of the identities of those Active Employees to whom it will not make employment offers, and Seller shall assist Buyer in complying with the WARN Act as to those Active Employees. (iii) It is understood and agreed that (A) Buyer's expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "at will" and will"and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the First Closing Date (the "“Hired Active Employees"”). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Mxxxxxxxxx or Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing DateFirst Closing. Access will be provided by Mxxxxxxxxx and Seller upon reasonable prior notice during normal business hours. Effective immediately before the First Closing, Mxxxxxxxxx and Seller will terminate the employment of all of its Hired Active Employees. (ii) None of the Selling Parties nor their Related Persons shall solicit the continued employment of any Active Employee (unless and until Buyer has informed Seller in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the First Closing and for a period of three (3) years thereafter. (iii) It is understood and agreed that (A) Buyer's ’s expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the First Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Not later than the Closing Date, Buyer is not obligated shall offer employment to hire the current employees of Seller listed on Part 5.1(b) at the compensation rates and with the benefits set forth on Part 5.1(b) (any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an such employees who accept such offer of employment that has been accepted being referred to be effective on as the Closing Date (the "“Hired Active Employees"”). Subject Buyer shall have no obligation to Legal Requirements, Buyer will offer employment to any employees whose employment had been terminated (voluntarily or involuntarily) or who have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible retired prior to the Closing Date. Access Buyer shall inform Seller promptly of the identities of those Active Employees to whom it will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the not make employment of all of its Hired Active Employeesoffers. (ii) Neither Seller nor any of its Related Persons shall solicit the continued employment of any Hired Active Employee after the Closing. (iii) It is understood and agreed that (A) Buyer's ’s expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employmentset forth in this Section and the Employment Agreement, and (B) unless otherwise specified in the Employment Agreement, employment offered by Buyer is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees, except as otherwise provided in the Employment Agreement.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "“Hired Active Employees"”). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) Neither Seller nor the Shareholder nor their Related Persons shall solicit the continued employment of any Active Employee (unless and until Buyer has informed Seller in writing that the particular Active Employee will not receive any employment offer from Buyer) or the employment of any Hired Active Employee after the Closing. Buyer shall inform Seller promptly of the identities of those Active Employees to whom it will not make employment offers, and Seller shall assist Buyer in complying with the WARN Act as to those Active Employees. (iii) It is understood and agreed that (A) Buyer's ’s expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Buyer is not obligated to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on the Closing Date (the "Hired Active Employees"). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities Seller's office and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) It is understood and agreed that (A) Buyer's expressed intention to extend offers of employment as set forth in this section Section 6.11 shall not constitute any commitment, Contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) employment offered by Buyer is "at will" and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Buyer is not obligated shall be given reasonable access to hire any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list Seller’s Key Employees as disclosed on Part 5.1(b) for the purpose of Active Employees to whom Buyer has made an discussing employment terms and shall offer of employment that has been accepted to be effective on the Closing Date (to all or substantially all of the "Hired Active Employees"Employees of the Seller as of the Closing, except as set forth in Section 5.1(f)(iv). Any such Active Employees of the Seller as of the Closing who accept and continue employment with the Buyer shall be referred to herein as “Transferred Employees”. (ii) Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing DateSeller. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate has terminated the employment of all of its Hired Active the Transferred Employees. (iiiii) It is understood and agreed that (A) Buyer's expressed intention ’s express intent to extend offers of employment as set forth in this section Section 5.1 and the Transaction Cash Bonus Payments and the Transaction Stock Retention Awards as set forth in Section 5.14 shall not constitute any commitment, Contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (B) any employment offered by Buyer is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Transferred Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees. (iv) Seller and Buyer agree to cooperate in good faith to determine whether any notification may be required under the WARN Act or any similar state or local Legal Requirement as a result of the Contemplated Transactions and agree to comply with their respective obligations, if any, under the WARN Act and any other similar state or local Legal Requirement. Seller is under the understanding that Buyer is to accept and continue the employment of substantially all of Seller’s Active Employees. If Buyer elects to do otherwise, Buyer shall be responsible for any notifications required under the WARN Act or any similar state or local Legal Requirement and any Liability arising therefrom.

Employment of Active Employees by Buyer. (i) Buyer will have reasonable access to the facilities and personnel records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller or an Affiliate for the purpose of preparing for and conducting employment interviews with any Active Employees it chooses to interview. Buyer shall offer employment to the Active Employees listed on Schedule 5.2, but is not otherwise obligated to hire any Active Employee but may interview all Active EmployeesEmployee. Buyer will provide Seller with a list of Any Active Employees to whom Buyer has made an offer of employment that has been accepted to be effective on as of the Closing Date (Effective Time shall be referred to as the "Hired Active Employees"). Subject to Legal Requirements, Buyer will have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of shall give service credit for service with Seller for purposes of Buyer's benefit plans, arrangements, policies and procedures, including, but not limited to (i) eligibility to participate and qualify for benefits under all of Buyer's "employee welfare benefit plans", and (ii) eligibility to participate and vesting under Buyer's "employee pension benefit plans" as defined under ERISA. Provided, however, that Buyer shall not give service credit for service with Seller for purposes of any of Buyer's severance plans, arrangements, policies and procedures and benefit accrual or calculation purposes unless the purpose employment of preparing a Hired Active Employee is terminated within the first twelve (12) months of employment with Buyer, in which case Buyer shall give two (2) weeks service credit for and conducting employment interviews each year of service with all Active Employees and will conduct the interviews as expeditiously as possible prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hoursSeller. Effective immediately before the ClosingEffective Time, Seller will terminate the employment of all of its Hired Active Employees. Buyer shall be given a reasonable opportunity to hire any Active Employees being retained by Seller for purposes of the Transition Services Agreement upon the completion of that agreement and any such employees hired by Buyer shall be considered Hired Active Employees. (ii) Neither Seller nor Shareholder nor their Affiliates shall solicit the continued employment of any Active Employee (unless and until Buyer has informed Seller in writing that the particular Active Employee will not receive any employment offer from Buyer in accordance with the above provisions). For a period of two (2) years after the Closing, neither Arris Group, Inc., the parent of the Shareholder (the "Shareholder Parent"), nor any of its subsidiaries will knowingly hire any other Hired Active Employee (unless and until that Employee has been terminated by Buyer) or in any manner induce or attempt to induce any employee of Seller to terminate his or her employment with Buyer. (iii) It is understood and agreed that (A) Buyer's expressed intention obligation to extend offers of employment as set forth in this section shall not constitute any commitment, Contract contract or understanding (expressed or implied) of any obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, except as otherwise provided herein, and (B) employment offered by Buyer is "at will" and 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 Requirementsapplicable law, to the provision of severance benefits in accordance with Buyer's plans and practices, and the collective bargaining agreement, if applicable). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

Employment of Active Employees by Buyer. (i) Not later than the Closing Date, Buyer is not obligated shall offer employment to hire the current employees of Seller listed on Schedule 5.1(b) at the compensation rates set forth on Schedule 5.1(b) and with such benefits, if any, as may be specified in the employment offer letter provided by Buyer to each such employee contemporaneously with the Closing (any Active Employee but may interview all Active Employees. Buyer will provide Seller with a list of Active Employees to whom Buyer has made an such employees who accept such offer of employment that has been accepted being referred to be effective on as the Closing Date (the "“Hired Active Employees"”). Subject Buyer shall have no obligation to Legal Requirements, Buyer will offer employment to any employees whose employment had been terminated (voluntarily or involuntarily) or who have reasonable access to the Facilities and personnel Records (including performance appraisals, disciplinary actions, grievances and medical Records) of Seller for the purpose of preparing for and conducting employment interviews with all Active Employees and will conduct the interviews as expeditiously as possible retired prior to the Closing Date. Access will be provided by Seller upon reasonable prior notice during normal business hours. Effective immediately before the Closing, Seller will terminate the employment of all of its Hired Active Employees. (ii) Neither Seller nor any of its Related Persons shall solicit the continued employment of any Hired Active Employee for a period of twenty-four months after the Closing. (iii) It is understood and agreed that (A) Buyer's ’s expressed intention to extend 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 a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employmentset forth in this Section, and (B) employment offered by Buyer is "“at will" ” and 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). Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Hired Active Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees,.