Common use of Employment of the Sellers' Employees Clause in Contracts

Employment of the Sellers' Employees. (a) The Sellers shall use their reasonable efforts to retain all of their respective employees, and to maintain in good standing through the Closing all relationships and agreements with employees and independent contractors, in each case from the date hereof through the Closing Date and to cooperate with the Purchaser in hiring the employees offered employment pursuant to Section 6.5(b); provided, however, that the foregoing shall not require that the Sellers offer any compensation or other incentives in addition to the compensation and benefits being provided or required to be provided as of the date of this Agreement. (b) On or before the Closing Date, the Purchaser shall deliver to Intellisys a list of the employees of the Sellers whom the Purchaser wishes to employ (each such employee, an "Offer Employee") on such terms and conditions as the Purchaser shall determine (subject to the provisions of this Article VI) effective as of the Closing Date. The time at which the employment by the Purchaser of each such employee who is not an Inactive Employee as of the Closing and who accepts such offer of employment shall become effective (the "Effective Time of Employment") shall be as of the day after the Closing Date. 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 180 days following the Closing Date when such Inactive Employee returns to active status and reports to work with the Purchaser and the Purchaser shall have no obligation to employ any such Inactive Employee who fails to return to active status or to report to work with the Purchaser within such 180-day period. Each employee who becomes employed by the Purchaser pursuant to one of the two preceding sentences shall be considered a "Transitioned Employee" from and after his or her Effective Time of Employment. The Purchaser shall not be obligated to make an offer of employment to any employee and no employee is entitled to employment hereunder. (c) From the date hereof through the Closing Date, the Sellers shall permit the Purchaser to communicate with the Sellers' employees and consultants, at reasonable times and upon reasonable notice, concerning the Purchaser's plans, operations, business, customer relations and general personnel matters and to interview the Sellers' employees and consultants and review the personnel records and such other information concerning the Sellers' employees and consultants as the 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 the Sellers. (d) The Purchaser shall not be responsible for any liabilities relating to or arising in connection with any actual, constructive or deemed termination of employment (including COBRA, severance or separation pay or benefits or other similar compensation or benefits under any applicable law, regulation or Sellers Plan) (i) to or with respect to any employee other than a Transitioned Employee, whether as a result of the consummation of the Contemplated Transactions or otherwise, and whether before, on or after the Closing Date, or (ii) to any Transitioned Employee, whether as a result of (A) the consummation of the Contemplated Transactions, (B) any event occurring before the Closing, or (C) any action or failure to act on the part of the Sellers. Except as provided in this Section 6.5(d), the 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 the Purchaser after such Transitioned Employee's Effective Time of Employment. Notwithstanding any other provisions hereof, the Purchaser shall be solely responsible for 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 the Purchaser or any Affiliate of the Purchaser within one year following the Closing Date.

Employment of the Sellers' Employees. (a) The Sellers Seller shall use their its reasonable best efforts to retain all of their respective its employees, and to maintain in good standing through the Closing all relationships and agreements with employees and independent contractors, in each case from the date hereof through the Closing Date and to cooperate with the Purchaser in hiring the its employees offered employment pursuant to Section 6.5(b7.5(b); providedPROVIDED, howeverHOWEVER, that the foregoing shall not require that the Sellers Seller offer any compensation or other incentives in addition to the compensation and benefits being provided or required to be provided as of the date of this Agreement. (b) On or before the Closing Date, the Purchaser shall deliver to Intellisys the Seller a list of the employees of the Sellers Seller whom the Purchaser wishes to employ (each such employee, an "Offer EmployeeOFFER EMPLOYEE") on such terms and conditions as the Purchaser shall determine (subject to the provisions of this Article VIVII) effective as of the Closing Date. The time at which the employment by the Purchaser of each such employee who is not an Inactive Employee as of the Closing and who accepts such offer of employment shall become effective (the "Effective Time of EmploymentEFFECTIVE TIME OF EMPLOYMENT") shall be as of the day after the Closing Date. The Effective Time of Employment of any such employee who is an Inactive Employee as of the Closing shall be such time (if any) 44 within 180 days following the Closing Date when such Inactive Employee returns to active status and reports to work with the Purchaser and the Purchaser shall have no obligation to employ any such Inactive Employee who fails to return to active status or to report to work with the Purchaser within such 180-day period. Each employee who becomes employed by the Purchaser pursuant to one of the two preceding sentences shall be considered a "Transitioned EmployeeTRANSITIONED EMPLOYEE" from and after his or her Effective Time of Employment. The Purchaser shall not be obligated to make an offer of employment to any employee and no employee is entitled to employment hereunder. (c) From the date hereof through the Closing Date, the Sellers Seller shall permit the Purchaser to communicate with the Sellers' Seller's employees and consultants, at reasonable times and upon reasonable notice, concerning the Purchaser's plans, operations, business, customer relations and general personnel matters and to interview the Sellers' Seller's employees and consultants and review the personnel records and such other information concerning the Sellers' Seller's employees and consultants as the Purchaser may reasonably request (subject to obtaining any legally required written permission of any affected employee or consultant and to other applicable law); provided PROVIDED that such contacts shall be conducted in a manner that is reasonably acceptable to the SellersSeller. (d) The Purchaser shall not be responsible for any liabilities relating to or arising in connection with any actual, constructive or deemed termination of employment (including COBRA, severance or separation pay or benefits or other similar compensation or benefits under any applicable law, regulation or Sellers Seller Plan) (i) to or with respect to any employee other than a Transitioned Employee, whether as a result of the consummation of the Contemplated Transactions or otherwise, and whether before, on or after the Closing Date, or (ii) to any Transitioned Employee, whether as a result of (A) the consummation of the Contemplated Transactions, (B) any event occurring before the Closing, or (C) any action or failure to act on the part of the SellersSeller. Except as provided in this Section 6.5(d7.5(d), the 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 the Purchaser after such Transitioned Employee's Effective Time of Employment. Notwithstanding any other provisions hereof, the Purchaser shall be solely responsible for 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 the Purchaser or any Affiliate of the Purchaser within one year following the Closing Date.

Employment of the Sellers' Employees. (a) The Buyer agrees that it will offer employment to each of the Seller’s present employees (the “Current Employees”) with compensation and benefits that are substantially similar in the aggregate to the compensation and benefits provided by the Sellers shall use their reasonable efforts to retain all of their respective employees, and such Current Employees immediately prior to maintain in good standing through the Closing all relationships and agreements with employees and independent contractors, in each case from the date hereof through the Closing Date and to cooperate with the Purchaser in hiring the employees offered employment pursuant to Section 6.5(b)of this Agreement; provided, however, that the foregoing shall such employment will not require that the Sellers offer any compensation or other incentives in addition to the compensation and benefits being provided or required to be provided as of the date of this Agreement. (b) On or commence before the Closing Date. Any such offers of employment will be on an “at will” basis, the Purchaser shall deliver to Intellisys a list of the employees of the Sellers whom the Purchaser wishes to employ (and will be contingent upon each such employee, an "Offer Employee") Current Employee accepting employment with Buyer on such additional terms and conditions as the Purchaser shall determine (subject to the provisions Buyer may determine. Those employees who accept such offers of this Article VI) employment effective as of the Closing Date. The time at which the employment by the Purchaser of each such employee who is not an Inactive Employee as of the Closing and who accepts such offer of employment shall become effective (the "Effective Time of Employment") Date shall be referred to herein as of the day after the Closing Date. 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 180 days following the Closing Date when such Inactive Employee returns “Buyer Employees.” Prior to active status and reports to work with the Purchaser and the Purchaser shall have no obligation to employ any such Inactive Employee who fails to return to active status or to report to work with the Purchaser within such 180-day period. Each employee who becomes employed by the Purchaser pursuant to one of the two preceding sentences shall be considered a "Transitioned Employee" from and after his or her Effective Time of Employment. The Purchaser shall not be obligated to make an offer of employment to any employee and no employee is entitled to employment hereunder. (c) From the date hereof through the Closing Date, the Sellers shall permit be liable for all accrued but unpaid salaries, wages, vacation, sick pay, incentive compensation and/or other Liabilities related to the Purchaser to communicate with employment of the Sellers' employees and consultantsCurrent Employees. Notwithstanding anything contained in this Section 5.3 or elsewhere, at reasonable times and upon reasonable notice, concerning (i) the Purchaser's plans, operations, business, customer relations and general personnel matters and to interview the Sellers' employees and consultants and review the personnel records and such other information concerning the Sellers' employees and consultants as the Purchaser may reasonably request (subject to obtaining any legally required written permission Sellers shall remain responsible for payment of any affected employee or consultant and to other applicable law); provided that such contacts shall be conducted all retention, change in a manner that is reasonably acceptable to the Sellers. (d) The Purchaser shall not be responsible for any liabilities relating to or arising in connection with any actual, constructive or deemed termination of employment (including COBRA, severance or separation pay or benefits control or other similar compensation or benefits under any applicable law, regulation which are or Sellers Plan) (i) to or may become payable in connection with respect to any employee other than a Transitioned Employee, whether as a result of the consummation of the Contemplated Transactions or otherwise, and whether before, on or after the Closing Date, or (ii) to any Transitioned Employee, whether as a result of (A) the consummation of the Contemplated Transactions; (ii) Buyer shall be responsible for payment of any and all Assumed Employee Liabilities; and (iii) Buyer shall be responsible for the payment of compensation, bonus or other payment owed to any Buyer Employee arising after the Closing Date as a result of Buyer’s employment of such Buyer Employee. All Buyer Employees shall, subject to the Closing, become employees of Buyer as of the Closing Date and Buyer shall assume all of the Liabilities for the Buyer Employees arising after the Closing Date. Buyer and Sellers acknowledge and agree that all provisions contained in this Section 5.3 are included for the sole benefit of Buyer and Sellers, and that nothing in this Agreement creates any third-party beneficiary or other right (A) in any other Person, including any employee of Sellers, or (B) to continued employment with Buyer or Sellers. (b) Except as expressly assumed pursuant to this Agreement, Buyer shall not have any event occurring before Liabilities with respect to any Current Employee or any Proceeding thereof or related thereto. (c) Buyer shall not assume any, and Sellers shall retain all, responsibilities and Liabilities with respect to all Benefit Plans. (d) Buyer agrees to assume responsibility for providing continued group health plan coverage under COBRA with respect to all “M&A qualified beneficiaries” as defined in Treasury Regulation section 54.4980B-9, Q&A-4 for the Closing, or (C) any action or failure maximum time period such coverage is required to act on the part be made available to M&A qualified beneficiaries under COBRA. Buyer shall provide such continued group health plan coverage through a plan that does not expose Buyer to risk of the Sellerscosts in excess of $10,000 per covered individual per year. Except as provided below, the Sellers shall reimburse Buyer for the costs Buyer incurs in providing such continued group health plan coverage to such M&A qualified beneficiaries. Notwithstanding the foregoing, the Sellers shall have no obligation to reimburse Buyer for continued group health plan coverage provided by Buyer for (i) any M&A qualified beneficiary with respect to whom Buyer breaches its obligations under this Section 6.5(d5.3.1(d) or otherwise fails to comply with the requirements of COBRA or any other applicable law, (ii) any Current Employee who is not offered employment by Buyer (and any eligible dependent of such Current Employee), the Purchaser shall be solely responsible for all liabilities relating to or arising in connection with and (iii) any actual, constructive or deemed termination Buyer Employee (and any eligible dependent of employment of any Transitioned Employee with the Purchaser after such Transitioned a Buyer Employee's Effective Time of Employment. Notwithstanding any other provisions hereof, the Purchaser shall be solely responsible for 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 the Purchaser or any Affiliate of the Purchaser within one year following the Closing Date).