Common use of Employment of Seller's Employees Clause in Contracts

Employment of Seller's Employees. (a) Seller will use its best efforts to cause the employees employed by Seller in the Business as of the Closing Date to make available their employment services to the Buyer and its subsidiary. For a period of five (5) years from the Closing Date, Seller will not, and will not permit any of its Affiliates to, solicit, offer to employ or retain the services of or otherwise interfere with the relationship of Buyer with any Person employed by or otherwise engaged to perform services for Buyer in connection with the operation of the Business or the use of the Assets. Seller shall not be entitled to receive any additional compensation, beyond that set forth in Section 2.2, above, for Seller’s obligations under this Article VI. (b) Effective as of the Closing Date, Buyer shall offer employment to all of the Employees who are employed by Seller principally in the Business, at wage or salary levels, as applicable, and with employee benefits that are in compliance with applicable law. Those Employees who accept such offers of employment shall be referred to herein as the "Transferred Employees." As soon as practicable after formation of Buyer’s subsidiary, Buyer shall employ the Transferred Employees set forth in Schedule 6.1(b). (c) As soon as practicable after formation of the Buyer’s subsidiary, conditional on Closing, Buyer shall assume and be responsible for all Plans and other benefits of the Transferred Employees, accruing on or after the Closing Date. The Seller shall quantify to Buyer the amount of accrued vacation pay due and owning to the Transferred Employees as of the Effective Date.

Employment of Seller's Employees. (a) Each Seller will shall use its reasonable best efforts to cause retain all of its employees, and to maintain in good standing through the Closing all relationships and agreements with employees, independent contractors or consultants, in each case from the date hereof through the Closing Date and to cooperate with Purchaser in hiring its employees employed by offered employment pursuant to Section 6.5(b); provided, that the foregoing shall not require that any Seller offer any compensation or other incentives in addition to the Business compensation and benefits being provided or required to be provided as of the Closing Date to make available their employment services to the Buyer and its subsidiary. For a period date of five (5) years from the Closing Date, Seller will not, and will not permit any of its Affiliates to, solicit, offer to employ or retain the services of or otherwise interfere with the relationship of Buyer with any Person employed by or otherwise engaged to perform services for Buyer in connection with the operation of the Business or the use of the Assets. Seller shall not be entitled to receive any additional compensation, beyond that set forth in Section 2.2, above, for Seller’s obligations under this Article VIAgreement. (b) Effective Purchaser shall offer employment to each employee listed on Section 6.5(b) of the Purchaser Disclosure Letter (each such employee, an "Offer Employee") on such other terms and conditions as Purchaser shall determine (subject to the provisions of this Article 6) effective as of the Closing Date, Buyer shall offer . The time at which the employment to all by the Purchaser of each such employee who is not an Inactive Employee as of the Employees Closing and who are employed by Seller principally in the Business, at wage or salary levels, as applicable, and with employee benefits that are in compliance with applicable law. Those Employees who accept accepts such offers offer of employment shall be referred to herein as become effective (the "Transferred Employees.Effective Time of Employment") shall be the Closing. The Effective Time of Employment of any such employee who is an Inactive Employee as of the Closing shall be such time (if any) within one hundred eighty (180) days following the Closing Date when such Inactive Employee returns to active status and reports to work with Purchaser and Purchaser shall have no obligation to employ any such Inactive Employee who fails to return to active status or to report to work with Purchaser within such one hundred eighty (180) day period. Each employee who becomes employed by Purchaser pursuant to one of the two preceding sentences shall be considered a "Transitioned Employee" As soon as practicable from and after formation his or her Effective Time of Buyer’s subsidiary, Buyer shall employ the Transferred Employees set forth in Schedule 6.1(b)Employment. (c) As soon From the date hereof through the Closing, Sellers shall permit Purchaser to communicate with Sellers' employees and consultants, at reasonable times and upon reasonable notice, concerning Purchaser's plans, operations, business, customer relations and general personnel matters and to interview Sellers' employees and consultants and review the personnel records and such other information concerning Sellers' employees and consultants as practicable after formation Purchaser may reasonably request (subject to obtaining any legally required written permission of any affected employee or consultant and to other applicable law), provided that such contacts shall be conducted in a manner that is reasonably acceptable to Sellers. (d) Sellers shall be solely responsible for any and all liabilities relating to or arising in connection with any actual, constructive or deemed termination of employment (including without limitation, severance or separation pay or benefits or other similar compensation or benefits under any applicable law, regulation or Seller Plan) (i) to or with respect to any employee other than a Transitioned Employee, whether as a result of the Buyer’s subsidiary, conditional on Closing, Buyer shall assume and be responsible for all Plans and other benefits consummation of the Transferred Employeestransactions contemplated hereby or otherwise, accruing and whether before, on or after the Closing Date. The Seller shall quantify , or (ii) to Buyer any Transitioned Employee, whether as a result of (A) the amount of accrued vacation pay due and owning to the Transferred Employees as consummation of the transaction contemplated hereby, (B) any event occurring before the Closing or (C) any action or failure to act of Sellers. Except as provided in this Section 6.5(d) and Section 6.6(c), Purchaser shall be solely responsible for any and all Liabilities relating to or arising in connection with any actual, constructive or deemed termination of employment of any Transitioned Employee with Purchaser after such Transitioned Employee's Effective Time of Employment. Notwithstanding any other provision hereof, Purchaser shall be solely responsible for any and all liabilities relating to or arising in connection with any actual, constructive or deemed termination of employment by the Purchaser of any Offer Employee who becomes an employee of Purchaser or any affiliate of Purchaser within one year following the Closing Date.

Employment of Seller's Employees. (a) Seller will use its best efforts On or before the Closing Date, Purchaser shall offer to cause the employees employed by Seller in the Business employ as of the Closing Date to make available their employment services at least 75% of Seller's employees employed in the conduct of the Division Business, as listed on SCHEDULE 9.1, in positions, at compensation, and upon terms and conditions which are for each employee similar and no less favorable in the aggregate to the Buyer and its subsidiary. For a period of five (5) years from employees than the Closing Dateposition, Seller will notcompensation, and will not permit any of its Affiliates to, solicit, offer to employ terms or retain conditions in effect on the services of or otherwise interfere with the relationship of Buyer with any Person date hereof. Each such person who is employed by or otherwise engaged to perform services for Buyer in connection with the operation of the Business or the use of the Assets. Seller shall not be entitled to receive any additional compensation, beyond that set forth in Section 2.2, above, for Seller’s obligations under this Article VI. (b) Effective as of the Closing Date, Buyer shall offer employment to all of the Employees who are employed by Seller principally in the Business, at wage or salary levels, as applicable, and with employee benefits that are in compliance with applicable law. Those Employees who accept such offers of employment shall be Purchaser is hereinafter referred to herein individually as a "Transferred Employee" and collectively as the "Transferred Employees." As soon ". Each such person who is not employed by Purchaser is hereinafter referred to individually as practicable after formation of Buyer’s subsidiary, Buyer a Non-Transferred Employee and collectively as the "Non-Transferred Employees". Purchaser shall employ the only be required to offer benefits to such Transferred Employees set forth consistent with Purchaser's current benefit plans; provided that Purchaser shall cover all Transferred Employees with group medical benefits for which all waiting periods and pre-existing condition exceptions are waived, to the extent permitted under Purchaser's existing insurance coverage. Following the Closing, Purchaser shall be entitled to change its benefit plans in Schedule 6.1(b). (c) As soon as practicable after formation the Ordinary Course of Business. Except for voluntary resignations and deaths, Purchaser shall continue to employ each Transferred Employee until at least the last day of the Buyer’s subsidiary, conditional on Closing, Buyer shall assume and be responsible for all Plans and other benefits of the Transferred Employees, accruing on or first full calendar month commencing after the Closing Date, but may at any time terminate any Transferred Employee for cause. The Seller shall quantify Purchaser agrees to Buyer the amount of accrued vacation pay due and owning to the allow Transferred Employees as of the Effective Dateto roll over their benefits from Seller's 401(k) Plan into its own 401(k) Plan or other tax qualified retirement plan. Purchaser shall have no liabilities or obligations with respect to Non-Transferred Employees, and such liabilities and obligations shall be considered Excluded Liabilities hereunder.

Employment of Seller's Employees. (a) Seller will use its best efforts to cause the employees employed by Seller in the Business as of the Closing Date to make available their employment services to the Buyer and its subsidiary. For a period of five (5) years from the Closing Date, Seller will not, and will not permit any of its Affiliates to, solicit, offer to employ or retain the services of or otherwise interfere with the relationship of Buyer with any Person employed by or otherwise engaged to perform services for Buyer in connection with the operation of the Business or the use of the Assets. Seller shall not be entitled to receive any additional compensation, beyond covenants that set forth in Section 2.2, above, for Seller’s obligations under this Article VI. (b) Effective as of the Closing Date, Buyer shall offer employment to all of the Employees who are employed by Seller principally in the Business, at wage or salary levels, as applicable, and with employee benefits that are in compliance with applicable law. Those Employees who accept such offers of employment shall be referred to herein as the "Transferred Employees." As soon as practicable after formation of Buyer’s subsidiary, Buyer shall employ the Transferred Employees set forth in Schedule 6.1(b). (c) As soon as practicable after formation of the Buyer’s subsidiaryit shall, conditional on Closing, Buyer shall assume and be responsible for all Plans and other benefits of the Transferred Employees, accruing on or after prior to the Closing Date, extend offers of employment substantially in the form of the offer attached hereto as Schedule 5.7 “A” to all of the current Employees of the Business listed on Schedule 3.19 on terms and conditions in the aggregate no less favourable than those on which they were employed by Seller and honour their years of service and seniority for all purposes to the extent permitted under applicable employee benefit plans. Schedule 5.7 “B” sets out the base salary that will be payable by Buyer to those Employees that accept the Buyer’s offer of employment. The Seller shall quantify co-operate with the Buyer in its efforts to Buyer the amount ensure that each Employee accept offers of accrued vacation pay due and owning employment; provided that in providing such cooperation, Seller shall not be required to the Transferred Employees as expend funds or incur any obligations or liabilities in connection therewith. In respect of the period during which the Employees are considering Buyer’s offer of employment hereunder, as between Buyer and Seller, Buyer shall be responsible for (i) the remuneration payable to each Employee in respect of the period commencing at the Effective DateTime and ending at the time such Employee accepts or rejects, as the case may be, Buyer’s offer of employment, and (ii) the obligations and liabilities of an employer of such Employees; provided that for greater certainty, the Buyer shall not be responsible for and is not assuming hereunder any obligation or liability owed to any Employee that rejects Buyer’s offer of employment hereunder for termination pay, severance pay or damages in lieu of notice of termination, which shall be considered a Retained Liability hereunder.

Employment of Seller's Employees. (a) Seller will use its best efforts to cause the employees employed by Seller in the Business as of the Closing Date to make available their employment services to the Buyer and its subsidiary. For a period of five (5) years from the Closing Date, Seller will not, and will not permit any of its Affiliates to, solicit, offer to employ or retain the services of or otherwise interfere with the relationship of Buyer with any Person employed by or otherwise engaged to perform services for Buyer in connection with the operation of the Business or the use of the Assets. Seller shall not be entitled to receive any additional compensation, beyond that set forth in Section 2.2, above, for Seller’s obligations under this Article VI. (b) Effective as of the Closing -------------------------------- Date, Buyer shall may, in its sole discretion, offer employment to all employees of the Employees who are employed by Seller principally in the Business, at wage or salary levels, as applicable, and with employee benefits that are in compliance with applicable lawSubsidiaries. Those Employees employees who accept such offers of employment effective as of the Closing Date shall be referred to herein as the "Transferred Employees." As soon as practicable after formation of Buyer’s subsidiary, --------------------- Buyer shall employ be permitted to offer to the Transferred Employees set forth in Schedule 6.1(b). terms and conditions of employment determined solely by Buyer. The Subsidiaries shall remain responsible for wages, salaries and benefits (cincluding vacations) As soon as practicable after formation of employees until they become Transferred Employees, and for all such benefits earned prior to the Closing Date. Buyer acknowledges and agrees that solely for purposes of the Buyer’s subsidiaryWARN Act, conditional any person who is an employee of the Subsidiaries (other than part-time employees as defined under the WARN Act) as of the Closing Date shall be deemed an employee of Buyer for purposes of the WARN Act on Closingthe Closing Date. With respect to such "deemed" employees, Buyer shall assume further agrees and acknowledges that Buyer will be responsible for all Plans applicable notices and other benefits liabilities arising under the WARN Act, or otherwise, as a result of Buyer's failure to hire the employees of the Subsidiaries or the termination of the employment of any Transferred Employees, accruing on or Employee after the Closing Date. The Seller shall quantify to Buyer the amount of accrued vacation pay due and owning to the Transferred Employees as of the Effective DateClosing.

Employment of Seller's Employees. (a) Seller will use its best efforts After Closing, BUYER has no responsibility whatsoever with respect to cause SELLER’s employees. BUYER is not obligated to hire any of SELLER’s employees. SELLER acknowledges that BUYER is entitled to hire any of SELLER’s employees, but BUYER must give SELLER a written list of the employees employed by Seller in the Business as of the Closing Date BUYER wants to make available their employment services to the Buyer and its subsidiaryhire at least five days before Closing. For a period of five (5) years from the Closing Date, Seller The hire will not, and will not permit any of its Affiliates to, solicit, offer to employ or retain the services of or otherwise interfere with the relationship of Buyer with any Person employed by or otherwise engaged to perform services for Buyer in connection with the operation of the Business or the use of the Assets. Seller shall not be entitled to receive any additional compensation, beyond that set forth in Section 2.2, above, for Seller’s obligations under this Article VI. (b) Effective as of the Closing Date, Buyer shall offer employment to all of the Employees who are employed by Seller principally in the Business, at wage or salary levels, as applicable, and with employee benefits that are in compliance with applicable law. Those Employees who accept such offers of employment shall be referred to herein as the "Transferred Employees." As soon as practicable after formation of Buyer’s subsidiary, Buyer shall employ the Transferred Employees set forth in Schedule 6.1(b). (c) As soon as practicable after formation of the Buyer’s subsidiary, conditional effective on Closing, Buyer shall assume and be responsible for all Plans and other benefits of the Transferred Employees, accruing on or after the Closing Date. The Seller shall quantify BUYER assumes none of SELLER’s obligations to Buyer or with respect to any of its employees; this includes, but is not limited to, obligations under employment contracts, employee-benefit plans, collective-bargaining agreements, and applicable laws. Applicable laws include, without limitation, liability for payroll taxes and other proper deductions and withholdings. Specifically—but without limiting the amount of accrued vacation pay due and owning to the Transferred Employees as generality of the Effective Dateforegoing—SELLER is solely responsible for any liability arising directly or indirectly under the Worker Adjustment and Retraining Notification Act, as amended because of the transactions contemplated by this Agreement. SELLER acknowledges and agrees that BUYER does not assume or agree to discharge any liability of SELLER under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA) with respect to any of SELLER’s current or former employees. SELLER agrees that it will not take any voluntary action, including, without limitation, the termination of its healthcare plan that would—or might reasonably be expected to—impose COBRA liability upon BUYER for SELLER’s current or former employees not hired by BUYER. SELLER shall indemnify, defend, and hold harmless BUYER from and against any liabilities, damages, costs, and expenses assessed upon or incurred by BUYER that are SELLER’s responsibility under this Section.

Employment of Seller's Employees. (a) Seller Parent will, and will cause each of its subsidiaries to, use its best all reasonable efforts to cause the employees listed on Schedule 7.1(a) who are currently employed by Seller Sellers in the Business as operation of the Closing Date Business ("Transitioning Employees") to make available their employment services to the Buyer and its subsidiary. For a period of five (5) years from the Closing Date, Seller will not, and will not permit any of its Affiliates to, solicit, offer to employ or retain the services of or otherwise interfere with the relationship of Buyer with any Person employed by or otherwise engaged to perform services for Buyer in connection with the operation of the Business or the use of the Assets. Seller shall not be entitled to receive any additional compensation, beyond that set forth in Section 2.2, above, for Seller’s obligations under this Article VIBuyers. (b) Effective as For a period of one year following the Closing Date, Buyers shall, and Buyer Parent shall cause Buyers to, offer employment to all of the such Transitioning Employees who are employed by Seller principally in the Business, at wage or salary levels, as applicable, and with employee benefits that are in compliance with applicable law. Those the aggregate substantially equivalent to, and no less favorable than, those provided to such Transitioning Employees who accept such offers of employment shall be referred to herein as the "Transferred Employees." As soon as practicable after formation of Buyer’s subsidiary, Buyer shall employ the Transferred Employees set forth in Schedule 6.1(b)by Sellers. (c) As soon as practicable Effective from and after formation the Closing, Buyers shall, and Buyer Parent shall cause Buyers to, assume and become solely responsible for (x) any and all liabilities in respect of the Buyer’s subsidiaryTransitioning Employees relating to or arising in connection with any actual or constructive termination of any such Transitioning Employee's employment with Sellers, conditional on Buyers or any of their affiliates, including any and all such liabilities relating to the claims of any such Transitioning Employee for any severance compensation or benefits (whether from Buyer Parent, Seller Parent or any of their respective affiliates), and (y) any and all liabilities for accrued but unpaid vacation, sick pay, salaries, wages, deferred compensation and similar payroll items for services rendered by the Transitioning Employees to Sellers prior to the Closing. (d) From and after the Closing, Buyer each Seller shall assume and be remain solely responsible for any and all Plans and other benefits liabilities in respect of the Transferred Employees, accruing employees listed on or after the Closing Date. The Seller shall quantify to Buyer the amount of accrued vacation pay due and owning to the Transferred Employees as of the Effective Date.Schedule 7.1

Employment of Seller's Employees. (a) Seller will use its best efforts Immediately prior to cause the employees employed by Seller in the Business as of the Closing Date to make available their employment services to the Buyer and its subsidiary. For a period of five (5) years from the Closing Date, Seller will not, and will not permit any of its Affiliates to, solicit, offer to employ or retain the services of or otherwise interfere with the relationship of Buyer with any Person employed by or otherwise engaged to perform services for Buyer in connection with the operation of the Business or the use of the Assets. Seller shall not be entitled to receive any additional compensation, beyond that set forth in Section 2.2, above, for Seller’s obligations under this Article VI. (b) Effective as of the Closing Date, Buyer shall offer employment effective as of the Closing Date to all employees of Sellers who are, on the Employees who are Closing Date, employed by Seller principally in the BusinessBusiness ("Business Employees") other than Inactive Employees and the Business Employees that Buyer, at wage or salary levels, as applicable, and with employee benefits that are in compliance with applicable law. Those Employees who accept such offers of employment shall its discretion causes to be referred to herein as the "Transferred Employees." As soon as practicable after formation of Buyer’s subsidiary, Buyer shall employ the Transferred Employees set forth in Schedule 6.1(b). (c) As soon as practicable after formation of 8.1 at any time prior to the Buyer’s subsidiaryClosing Date; provided, conditional on Closinghowever, that any Inactive Employee may be offered employment by Buyer in its discretion upon such Inactive Employee's availability to return to active service; and provided, further, that Buyer shall assume offer employment to any Inactive Employee who has, on the Closing Date, a legal right to return to work at the conclusion of his or her leave under applicable workers' compensation laws, the Family Medical Leave Act or the Americans with Disabilities Act, if such Inactive Employee in fact exercises such right to return to work and is able and willing to do so. Each offer of employment to a Business Employee shall be responsible at such base salary or commission rate and on such other terms and conditions as Buyer may determine in its reasonable discretion. All Business Employees who accept offers of employment with Buyer shall hereafter be referred to as "Transferred Employees," and the "Hire Date" for a Transferred Employee means (i) in the case of an Inactive Employee, the date he or she actually returns to active service with Buyer, and (ii) in the case of all Plans and other benefits of the Transferred Employees, accruing on or after the Closing Date. The Seller "Inactive Employees" shall quantify mean all Business Employees who are, on the Closing Date, temporarily absent from active employment by reason of disability, illness, injury, or workers' compensation and who are receiving or eligible to Buyer the amount receive disability or workers' compensation payments as a result of accrued vacation pay due such disability, illness or injury, and owning employees on non-compensated leave of absences, such as pursuant to the Transferred Employees as terms of the Effective DateFamily Medical Leave Act.

Employment of Seller's Employees. (a) Seller will Sellers shall use its best efforts to cause retain all of its employees, and to maintain in good standing through the Closing all relationships and agreements with employees employed by Seller and independent contractors, in each case from the Business as of Effective Date through the Closing Date and to make available their cooperate with Purchaser in hiring the employees offered employment services pursuant to the Buyer and its subsidiary. For a period of five (5) years from the Closing Date, Seller will not, and will not permit any of its Affiliates to, solicit, offer to employ or retain the services of or otherwise interfere with the relationship of Buyer with any Person employed by or otherwise engaged to perform services for Buyer in connection with the operation of the Business or the use of the Assets. Seller shall not be entitled to receive any additional compensation, beyond that set forth in Section 2.2, above, for Seller’s obligations under this Article VI7.3(b). (b) Effective On or before the Closing Date, Purchaser shall deliver to Sellers a list of the employees of Sellers whom Purchaser wishes to employ (each such employee, an “Offer Employee”) on such terms and conditions as Purchaser shall determine (subject to the provisions of this Article VII) effective as of the Closing Date, Buyer shall offer . The time at which the employment to all by Purchaser of each Offer Employee who is not an Inactive Employee as of the Employees Closing and who are employed by Seller principally in the Business, at wage or salary levels, as applicable, and with employee benefits that are in compliance with applicable law. Those Employees who accept accepts such offers offer of employment shall become effective (the “Effective Time of Employment”) shall be referred as of the Closing Date. The Effective Time of Employment of any Offer Employee who is an Inactive Employee as of the Closing shall be such time (if any) within 180 days following the Closing Date when such Inactive Employee returns to herein as active status and reports to work with Purchaser and Purchaser shall have no obligation to employ any such Inactive Employee who fails to return to active status or to report to work with Purchaser within such 180-day period. Each employee who becomes employed by Purchaser pursuant to one of the "Transferred Employees." As soon as practicable two preceding sentences shall be considered a “Transitioned Employee” from and after formation his or her Effective Time of Buyer’s subsidiary, Buyer Employment. Purchaser shall employ be obligated to make an offer of employment to such number of employees of the Transferred Employees set forth in Schedule 6.1(b)Sellers’ so that no federal and/or state WARN Act liability is incurred by the Sellers. (c) As soon From the Effective Date through the Closing Date, Sellers shall permit Purchaser to communicate with Sellers’ employees and consultants, at reasonable times and upon reasonable notice, concerning Purchaser’s plans, operations, business, Customer relations and general personnel matters and to interview Sellers’ employees and consultants and review the personnel records and such other information concerning Sellers’ employees and consultants as practicable after formation Purchaser may reasonably request (subject to obtaining any legally required written permission of the Buyer’s subsidiary, conditional on Closing, Buyer any affected employee or consultant and to other applicable Law); provided that such contacts shall assume and be conducted in a manner that is reasonably acceptable to Sellers. (d) Purchaser shall not be responsible for all Plans and any Liabilities (other than the Assumed Liabilities) relating to or arising in connection with any actual, constructive or deemed termination of employment (including severance or separation pay or benefits or other similar compensation or benefits under any applicable Law, regulation or the Sellers’ Benefit Plan) (i) to or with respect to any employee other than a Transitioned Employee, whether as a result of the Transferred Employeesconsummation of the Contemplated Transactions or otherwise, accruing and whether before, on or after the Closing Date. The Seller shall quantify , or (ii) to Buyer any Transitioned Employee, whether as a result of (A) the amount of accrued vacation pay due and owning to the Transferred Employees as consummation of the Contemplated Transactions, (B) any event occurring before the Closing, or (C) any action or failure to act on the part of Sellers. Except as provided in this Section 7.3(d), Purchaser shall be solely responsible for all Liabilities relating to or arising in connection with any actual, constructive or deemed termination of employment of any Transitioned Employee with Purchaser after such Transitioned Employee’s Effective DateTime of Employment. Notwithstanding the foregoing, Purchaser acknowledges that, upon Closing, it will be a “successor employer” with respect to any “M & A qualified beneficiaries” as provided by Treasury Regulation 54.4980B-9.

Employment of Seller's Employees. (a) Seller will, and will cause each of its Affiliates to, use its best all reasonable efforts to cause the employees employed by Seller in the Business as of the Closing Date to make available their employment services to the Buyer and its subsidiaryBuyer. For a period of five (5) two years from the Closing Date, Seller Seller, iDL Inc. and BRR Inc. will not, and will not permit any of its Affiliates to, solicit, offer to employ or retain the services of or otherwise interfere with the relationship of Buyer with any Person employed by or otherwise engaged to perform services for Buyer in connection with the operation of the Business or the use of the Assets. Seller shall not be entitled to receive any additional compensation, beyond that set forth in Section 2.2, above, for Seller’s obligations under this Article VIBuyer. (b) Effective as of the Closing Date, Buyer shall offer employment to all of the Employees those employees selected by Buyer who are employed by Seller principally in the Business, at wage or salary levels, as applicable, compensation and with employee vested benefits that are similar to those of such employees on the date hereof. Buyer shall offer employment to Rxxxx Xxxxxx and Mxxxxx Xxxx on the terms of the Employment Agreement described in compliance with applicable lawconnection herewith and to the Key Employees on the terms of the Employment Agreement described in connection herewith. Those Employees employees who accept such offers of employment effective as of the Closing Date shall be referred to herein as the "Transferred Employees." As soon ". Effective as practicable after formation of Buyer’s subsidiarythe Closing Date, Buyer shall employ assume the liability of Seller in respect of the Transferred Employees set forth for accrued but unpaid salaries, wages, vacation and sick pay and incentive compensation, but only to the extent such liability is reflected on the Balance Sheets or relates to services rendered and arose after the Balance Sheet Dates in Schedule 6.1(b)the ordinary course of business, consistent with the prior practice of Seller. Seller shall remain responsible for payment of any and all severance, retention, change in control or other similar compensation or benefits which are or may become payable in connection with the consummation of the transactions contemplated by this Agreement or the Collateral Agreements. (c) As soon as practicable after formation Neither Buyer nor any of its Affiliates shall have any Benefit Liability with respect to any Employee or Plan or any claim thereof or related thereto except to the Buyer’s subsidiary, conditional on Closing, Buyer shall assume and be responsible for all Plans and other benefits of extent expressly provided in this Article VI with respect to the Transferred Employees, accruing on or . From and after the Closing Date. The Closing, Seller shall quantify to Buyer shall, remain solely responsible for any and all Benefit Liabilities in respect of the amount of accrued vacation pay due and owning to Employees, including the Transferred Employees and their beneficiaries and dependents, relating to or arising in connection with or as a result of (i) the employment or the actual or constructive termination of employment of any such Employee by Seller (including, without limitation, in connection with the consummation of the Effective Datetransactions contemplated by this Agreement or the Collateral Agreements), (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation or benefits under, any Plan or other employee or retiree benefit or compensation plan, program, practice, policy, agreement or arrangement of Seller or (iii) accrued but unpaid salaries, wages, bonuses, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation), except, in any such case, to the extent any such Benefit Liability is (x) specifically assumed by Buyer pursuant to this Article VI or reflected on the Balance Sheets or relates to services rendered and arose after the Balance Sheet 40 Dates in the ordinary course of business, consistent with the prior practice of Seller and in accordance with this Agreement.

Employment of Seller's Employees. (a) Seller will use its best efforts to cause the employees employed by Seller in the Business as of the Closing Date to make available their employment services to the Buyer and its subsidiary. For a period of five (5) years from the Closing Date, Seller will not, and will not permit any of its Affiliates to, solicit, offer to employ or retain the services of or otherwise interfere with the relationship of Buyer with any Person employed by or otherwise engaged to perform services for Buyer in connection with the operation of the Business or the use of the Assets. Seller shall not be entitled to receive any additional compensation, beyond that set forth in Section 2.2, above, for Seller’s obligations under this Article VI. (b) Effective as of the Closing Date, Buyer shall offer employment to all employees of each Seller engaged in the Employees Business or who are employed by Seller principally in otherwise listed on Schedule 7.1 hereto (the Business"Offerees"), at wage or salary levels, as applicable, and with employee benefits that are no less than those currently in compliance with applicable laweffect for the Offerees. Those Employees employees who accept such offers of employment effective as of the Closing Date shall be referred to herein as the "Transferred Employees." Buyer acknowledges and agrees that solely for purposes of the WARN Act, any person who is an employee of Seller and who is engaged in the Business (other than part-time employees as defined under the WARN Act) as of the Closing Date shall be deemed an employee of Buyer for purposes of the WARN Act on the Closing Date. With respect to such "deemed" employees, Buyer further agrees and acknowledges that Buyer will be responsible for all applicable notices and liabilities under the WARN Act resulting from the termination of any such employees on and after the Closing Date. (b) As soon as practicable after formation of Buyer’s subsidiarythe Closing Date, Buyer shall employ adopt and maintain (without substantial changes except as may be required by applicable law) for a period of at least one year from the Closing Date the terms and conditions of Seller's policies providing for severance benefits described on Schedule 4.1.22 (a) (hereinafter called the "Severance Plan") for the Transferred Employees. For purposes of determining benefits under the Severance Plan, the Transferred Employees set forth in Schedule 6.1(bwill be credited with all service with Seller or its Affiliates. On and after the Closing Date, Buyer shall be solely responsible and liable for benefits that are payable under the Severance Plan (but only if severance occurs after the Closing Date), as modified as necessary to reflect Buyer's adoption of the Severance Plan. (c) As soon as practicable after formation of the Buyer’s subsidiary, conditional on ClosingClosing Date, Buyer shall assume and be responsible for all Plans and other benefits of the Seller's obligations with respect to accrued but unpaid vacation for Transferred Employees as accrued on the books of Seller and any accrued sick pay for Transferred Employees, accruing on or after the Closing Date. The Seller shall quantify to . (d) Buyer the amount will adopt an employee pension benefit plan (as such term is defined in section 3(2) of accrued vacation pay due and owning ERISA ("Buyer's 401(k) Plan") that is no less favorable to the Transferred Employees than Seller's 401(k) Plan described on Schedule 4.1.22(a) ("Seller's 401(k) Plan"). All Transferred Employees who were participants in Seller's 401(k) Plan prior to Closing shall become participants in Buyer's 401(k) Plan as of Closing. Subject to Buyer's completion of due diligence with respect to Seller's 401(k) Plan, which shall occur as soon as reasonably possible following the Effective Datedate hereof, Buyer shall submit an application for a favorable determination letter to the IRS on Buyer's 401(k) Plan and, contingent upon the receipt of such favorable determination letter, Seller shall, upon completion of the voluntary compliance audit with respect to the Seller's plan under the IRS walk-in closing agreement program, transfer all the assets attributable to the accounts (both vested and unvested) of the Transferred Employees to Buyer's 401(k) Plan in a manner that is in compliance with Section 414(l) of the Code. Buyer's 401(k) Plan shall at all times be maintained in compliance with the Code and ERISA. Seller will provide copies of all plan documents, summary plan descriptions and other records pertaining to Seller's 401(k) Plan which will be necessary for the administration of Buyer's 401(k) Plan for the Transferred Employees.

Employment of Seller's Employees. (a) Seller Subject to Section 2.6(b) with respect to Amedisys Oregon, the Buyer Companies, other than Amedisys Oregon, shall offer employment, on an at will use its best efforts basis, to cause substantially all of the Seller’s employees employed by Seller in the Business as of the Closing Date to make available their employment services applicable to the Assets of the Agencies at which such Employees are employed or have responsibility (other than those employed at the Seller’s corporate office, those who have been excluded from participation under any Government Program, and those who have a disqualifying criminal conviction under the Amedisys, Inc. Employee Background Check Policy). The Buyer Companies shall recognize, and its subsidiary. For a period of five (5) years grant to each hired employee, such employee’s rights to receive from the Seller paid time off for vacation, holidays and personal days that have accrued as of the related Closing Date (the “Accrued Paid Time Off”). The Seller shall provide the Buyer Companies with true, complete and accurate schedules showing the Accrued Paid Time Off of such employees as soon as practicable after the related Closing. Schedule 2.6 (to be updated as of the related Closing Date) lists the names of all employees of (i) the Seller that Amedisys Alaska will offer employment to effective as of the related Closing Date, (ii) the Seller that Amedisys Kansas will notoffer employment to effective as of the related Closing Date, (iii) the Seller that Amedisys New Hampshire will offer employment to effective as of the related Closing Date, (iv) the Seller that Amedisys Oregon, subject to Section 2.6(b), will offer employment to effective as of the related Closing Date, (v) the Seller that Amedisys West Virginia will offer employment to effective as of the related Closing Date, and (vi) the Seller that Amedisys Wyoming will not permit offer employment to effective as of the related Closing Date. Should a criminal background check regarding any employee of the Seller offered employment with any of its Affiliates to, solicit, offer to employ or retain the services of or otherwise interfere with the relationship of Buyer with any Person employed by or otherwise engaged to perform services for Buyer in connection with the operation Companies effective as of the Business related Closing Date (regardless of whether such background check is conducted before or after the related Closing Date) indicate that he or she has been excluded from participation under any Government Program or has a disqualifying criminal conviction under the Amedisys, Inc. Employee Background Check Policy, notwithstanding the foregoing, the respective Buyer Companies, in their sole discretion, shall have the option to (i) not employ such employee, (ii) not offer such employee employment or (iii) terminate the employment of such employee, as circumstances may dictate and, in each case without owing any severance or other obligations to such employee, except (A) for the payment to the employee or the use Seller of any Estimated Accrued Paid Time Off for which the Buyer Companies received credit under Section 3.4, and (B) as otherwise may be provided by law. The Buyer Companies agree not to terminate the employment of any such employee without cause during the sixty (60) day period following the related Closing to the extent such discharge without cause would trigger the notice requirements under the federal WARN Act. No action or inaction of the Assets. Seller Buyer Companies under the preceding sentence shall not be entitled to receive impose any additional compensationobligation or liability on the Seller, beyond that set forth in Section 2.2, above, for except as may exist under Seller’s obligations under this Article VIpersonnel policies. (b) Effective as of the Closing Date, Buyer Amedisys Oregon shall offer employment to all a substantial number of the Employees Seller’s employees at the Portland, Oregon Agency operating under the name “Community Homecare Northwest” other than those individuals who have been excluded from participation under any Government Program; who have a qualifying criminal conviction, under the Amedisys, Inc. Employee Background Check Policy; who fail to meet Amedisys Oregon’s minimum job expectations and/or those who are employed by not offered employment for legitimate business and/or operational reasons. Amedisys Oregon shall retain the right to establish its own initial terms and conditions of employment at this Agency. Amedisys Oregon shall provide to any of the Seller’s former employees at this Agency who are offered and accept employment with Amedisys Oregon any Accrued Paid Time Off that was accrued with the Seller principally in as of the Business, related Closing Date. If Amedisys Oregon exercises its discretion and does not hire a substantial number of the Seller’s employees at wage or salary levels, as applicablethis Agency, and with employee benefits that are in compliance with applicable law. Those Employees who accept such offers of employment shall be referred to herein as if federal WARN Act liability therefor attaches, then the "Transferred Employees." As soon as practicable after formation of Buyer’s subsidiary, Buyer shall employ the Transferred Employees set forth in Schedule 6.1(b). (c) As soon as practicable after formation of the Buyer’s subsidiary, conditional on Closing, Buyer shall assume and Companies will be responsible for all Plans and other benefits of the Transferred Employees, accruing on or after the Closing Date. The Seller shall quantify to Buyer the amount of accrued vacation pay due and owning to the Transferred Employees as of the Effective Datesuch liability.

Employment of Seller's Employees. (a) Seller will use its best all reasonable efforts to cause the employees employed by Seller in the Business as of the Closing Date Employees to make available their employment services to the Buyer and its subsidiary. For a period Buyer. (b) Effective as of five (5) years from the Closing Date, Seller will not, and will not permit any of its Affiliates to, solicit, offer to employ or retain the services of or otherwise interfere with the relationship of Buyer with any Person employed by or otherwise engaged to perform services for Buyer in connection with the operation of the Business or the use of the Assetsshall terminate all Employees. Seller shall not be entitled to receive any additional compensation, beyond that set forth in Section 2.2, above, for Seller’s obligations under this Article VI. (b) Effective as of the Closing Date, Buyer shall offer employment to all terminated Employees who were terminated by Seller as of the Closing Date (other than Employees who are named on a written list that is delivered by Buyer to Seller at the Closing) and who, on such date: (i) were actively employed by Seller principally in the Business, or (ii) were on an approved leave of absence which had not lasted more than six months. Buyer’s offer of employment shall be at wage or salary levels, as applicable, and with employee benefits that are in compliance with applicable lawas determined by Buyer. Those Employees who accept such offers of employment effective as of the Closing Date or thereafter shall be referred to herein as the "“Transferred Employees." As soon as practicable after formation of Buyer’s subsidiary, Buyer shall employ the ”. All Transferred Employees set forth in Schedule 6.1(b). (c) As soon will be employees at will, unless otherwise specified pursuant to a written employment agreement between the applicable Transferred Employee and the Buyer. Effective as practicable after formation of the Buyer’s subsidiary, conditional on ClosingClosing Date, Buyer shall assume and be responsible the Liabilities of Seller in respect of the Transferred Employees for all Plans and other benefits accrued, but unpaid, vacation, but only to the extent such Liabilities are reflected in the Final Net Working Capital as provided in Section 3.2.2 (“Assumed Accrued Vacation”). Neither Buyer nor any of its Affiliates shall have any liability with respect to any Employee or any claim thereof or related thereto, except to the extent either expressly provided in this Agreement with respect to the Transferred Employees or relating to Buyer’s employment of the Transferred Employees, accruing on or after the Closing Date. The Seller shall quantify to Buyer the amount of accrued vacation pay due and owning to the Transferred Employees as of the Effective Date.