Common use of Facility Personnel Clause in Contracts

Facility Personnel. (a) Purchaser shall offer employment (which may be employment at will) to those employees of the Facility listed on SCHEDULE 4.14A to the Seller Disclosure Schedule who are employees of Seller and actively at work as of the Closing Date (the "MT. PROSPECT EMPLOYEES"), with initial base salaries (including shift differential) at least as favorable to each Mt. Prospect Employee as existing on the Closing Date with respect to his or her employment by Seller, provided, however, that those employees of the Facility listed on SCHEDULE 8.5C shall have base salaries as of October 1, 2000 as shown on such Schedule. The employees identified on SCHEDULE 8.5A shall remain employees of Seller until such time as all required visas are transferred to Purchaser and from the Closing Date until the time such transfer is complete, Purchaser shall reimburse Seller for all of the out-of-pocket costs to Seller for continuing to employ such individuals (including salary and pro-rata benefits expenses). As of Closing Date, Purchaser shall offer employment (which may be employment at will) at the Facility to each Other Employee, such employment to commence at the time such Other Employee returns from leave (regardless of when such return may occur), with initial base salary (including shift differential) at least as favorable to such Other Employee as existing on the Closing Date with respect to his or her employment by Seller. Each Mt. Prospect Employee and each Other Employee shall be given benefits at least as favorable as other employees of Purchaser holding comparable positions or performing comparable tasks. Moreover, Purchaser shall allow each of the employees identified on SCHEDULE 8.5B three weeks of paid leave which shall be in addition to any vacation time to which such employee would otherwise be entitled; provided, that such employees only shall be entitled to such paid leave if employed by Purchaser one year after the Closing Date and provided, further, that Seller shall reimburse Purchaser an amount equal to such three weeks of salary for each employee, to be paid at the time and to the extent the employee uses the paid leave. An Other Employee shall not be treated as an employee of Purchaser prior to the date he or she is hired by Purchaser in accordance with the preceding sentence upon his or her return from leave. Purchaser shall not be liable for any payments to or benefits for an Other Employee preceding such date of hire. From and after the Closing, Purchaser shall have complete discretion to extend to the Mt. Prospect Employees and Other Employees such employee benefits, if any, as it determines, subject only to this Agreement. (b) At the Closing, each Mt. Prospect Employee shall cease to be covered under the Seller Benefit Plans and, thereafter while employed by Purchaser, instead shall be covered under Purchaser's employee benefit plans. Seller and Purchaser agree that Seller shall provide or cause to be provided to each Mt. Prospect Employee all notices required to be provided under applicable law or the provisions of any of the Seller Benefit Plans in connection with the termination of his or her employment with Seller or the termination of his or her participation in Seller's Benefit Plans, except to the extent applicable law requires such notice to be provided by Purchaser. Seller agrees to use commercially reasonable efforts to assist Purchaser in the transition of the Mt. Prospect Employees to coverage under Purchaser's employee benefit plans (including, at Purchaser's request, allowing Purchaser to hold, on a commercially reasonable basis, an information meeting and employee benefit plan open enrollment meetings with the Mt. Prospect Employees on Seller's premises prior to the Closing Date). (c) Purchaser shall credit each Mt. Prospect Employee with all service with Seller prior to the Closing Date and with all amounts paid to each such employee prior to the Closing Date to the extent that service or pay is relevant under any employee benefit plan of Purchaser for purposes of determining eligibility to participate, vesting and level of benefits under Purchaser's severance plan. (d) Following the Closing Date, (i) Purchaser shall indemnify Seller against any such liability that Seller might or does incur under the WARN Act as a result of any actions by Purchaser with respect to the Mt. Prospect Employees, and (ii) Seller shall indemnify Purchaser for any liability that Purchaser might or does incur as a result of any claim with respect to the Seller Benefit Plans or any of them. (e) Commencing on the date of this Agreement, Seller and Purchaser agree to cooperate fully with respect to the employment-related actions which are necessary or reasonably desirable to accomplish the transactions contemplated pursuant to this Agreement, including the provision of records and information as each may reasonably request (including job titles, short and long-term disability coverage, life insurance coverage, operator certification and workers' compensation records and information) and the making of all appropriate filings under the applicable law. (f) With respect to Mt. Prospect Employees and Other Employees who are required to be furnished a Form W-2 for the calendar year in which the Closing Date occurs, Purchaser and Seller agree to follow the "standard procedure" set forth in Revenue Procedure 96-60 with respect to discharging their respective income and employment tax withholding and reporting obligations with respect to such employees. (g) As promptly as practicable after the Closing Date, Seller shall pay to the Mt. Prospect Employees all salary, overtime and other remuneration and reimbursements for expenses earned, accrued and/or payable for all periods up to the Closing Date in a manner consistent with Seller's usual policies for terminated employees. Notwithstanding the foregoing, the parties hereto acknowledge that Purchaser currently intends to establish for the benefit of the Mt. Prospect Employees (and for any Other Employees hired by Purchaser) a paid time off plan or policy similar to Seller's paid time off plan or policy ("SELLER'S PAID TIME OFF PLAN") and that in lieu of payments by Seller to the Mt. Prospect Employees of their accrued time off (through the Closing) under Seller's paid time off plan and of any other accruals on Seller's books for liabilities to Mt. Prospect Employees under any benefit plans, which liabilities remain unpaid to such employees as of the Closing Date (collectively, the "PTO LIABILITY"), Purchaser shall assume the PTO Liability with respect to such Mt. Prospect Employees. (h) Both prior to and following the Closing Date, each party shall reasonably cooperate (at its own expense) with the other party to obtain such information as may be necessary or appropriate to satisfy the requirements of this Section 8.5 and otherwise comply with applicable law.

Facility Personnel. (a) Purchaser MCA shall offer terminate the employment (which may be employment at will) to those of all employees of the Facility listed on SCHEDULE 4.14A to the Seller Disclosure Schedule who are employees of Seller and actively at work as of the Closing Date (the "MT. PROSPECT EMPLOYEES"), with initial base salaries (including shift differential) at least as favorable to each Mt. Prospect Employee as existing on the Closing Date with respect to his or her employment by Seller, provided, however, that those employees of the Facility listed on SCHEDULE 8.5C shall have base salaries as of October 1, 2000 as shown on such Schedule. The employees identified on SCHEDULE 8.5A shall remain employees of Seller until such time as all required visas are transferred to Purchaser and from the Closing Date until the time such transfer is complete, Purchaser shall reimburse Seller for all of the out-of-pocket costs to Seller for continuing to employ such individuals (including salary and pro-rata benefits expenses). As of Closing Date, Purchaser shall offer employment (which may be employment at will) providing services at the Facility to each Other Employee(the “Current Employees”) as of 11:59:59 p.m. on April 8, such employment to commence at the time such Other 2023 (“Employee returns from leave (regardless of when such return may occurTransfer Time”), with initial base salary (including shift differential) at least as favorable to such Other Employee as existing on the Closing Date with respect to his or her employment by Seller. Each Mt. Prospect Employee and each Other Employee shall be given benefits at least as favorable as other employees of Purchaser holding comparable positions or performing comparable tasks. Moreover, Purchaser shall allow each of the employees identified on SCHEDULE 8.5B three weeks of paid leave which shall be in addition to any vacation time to which such employee would otherwise be entitled; provided, that such employees only shall be entitled to such paid leave if employed by Purchaser one year after the Closing Date and provided, further, that Seller shall reimburse Purchaser an amount equal to such three weeks of salary for each employee, to be paid at the time and to the extent the employee uses the paid leave. An Other Employee Manager shall not be treated as an employee of Purchaser prior bound by or required to assume any employment contracts to which MCA may be a party. Prior to the date he or she is hired by Purchaser in accordance with Employee Transfer Time, MCA shall continue to employ all employees providing services and the preceding sentence upon his or her return from leave. Purchaser shall not be liable for any payments to or benefits for an Other Employee preceding such date of hire. From and after the Closing, Purchaser shall have complete discretion to extend to the Mt. Prospect Employees and Other Employees such employee benefits, if any, as it determinesFacility, subject only to this AgreementManager’s services provided herein. (b) At the ClosingEmployee Transfer Time, each Mt. Prospect Employee Manager intends on hiring substantially all Current Employees pending background checks and a review of employment records, provided, however, Manager shall cease have no obligation and shall suffer no liability if Manager does not choose to be covered under hire or offer to hire some or all of the Seller Benefit Plans andCurrent Employees and MCA shall indemnify Manager with respect to the same. Notwithstanding the foregoing, thereafter while employed by PurchaserManager shall hire or offer to hire such Current Employees at wages and benefits sufficient to avoid the applicability of the Workers Adjustment and Retraining Notification Act, instead shall be covered under Purchaser's employee benefit plans. Seller and Purchaser agree that Seller shall provide 29 U.S.C. § 2101, or cause to be provided to each Mt. Prospect Employee all notices required to be provided under applicable similar state law or regulation, pursuant to employment terms acceptable to Manager (hereinafter, the provisions “Retained Employees”). Nothing in this paragraph, however, creates any right in favor of any person not a party hereto, including the Current Employees, or constitutes an employment agreement or condition of the Seller Benefit Plans in connection with the termination employment for any employee of his MCA or her employment with Seller or the termination any affiliate of his or her participation in Seller's Benefit Plans, except to the extent applicable law requires such notice to be provided by Purchaser. Seller agrees to use commercially reasonable efforts to assist Purchaser in the transition of the Mt. Prospect Employees to coverage under Purchaser's employee benefit plans (including, at Purchaser's request, allowing Purchaser to hold, on MCA who is a commercially reasonable basis, an information meeting and employee benefit plan open enrollment meetings with the Mt. Prospect Employees on Seller's premises prior to the Closing Date)Retained Employee. (c) Purchaser shall credit each Mt. Prospect Employee MCA will be solely responsible for all liabilities associated with any and all service with Seller salary due to Current Employees prior to the Closing Date and with all amounts Employee Transfer Time, which will be paid to each such employee Current Employees as part of the next regular payroll ending March 9, 2023. With respect to accrued, but unpaid amounts of paid time off, Manager will be responsible for the Retained Employee’s vacation and holiday pay and all associated payroll taxes (the “Vacation Accruals”) and sick pay and all associated payroll taxes (the “Sick Pay Accruals”) for periods prior to the Closing Date Commencement Date, each without regard to any vesting (collectively, “Employee Accruals”). Prior to the extent that service Commencement Date, MCA shall provide a schedule of all MCA’s Employee Accruals for the Retained Employees as of the latest date for which such information is available, or March 3, 2023 which schedule will include the value of such Employee Accruals based on the then applicable wages of the Retained Employees. MCA agrees not to pay is relevant the Retained Employees any Employee Accruals or bonuses outside the ordinary course of business. Manager shall provide each Retained Employee credit under its policies and procedures for the amount of hours, at no cash value, such Retained Employee has with respect to Employee Accruals on the Commencement Date. MCA will indemnify and hold harmless Manager with respect to any employee benefit plan of Purchaser for purposes of determining eligibility claim by any Current Employees, including, Retained Employees, with respect to participate, vesting and level of benefits under Purchaser's severance plan.the Employee Accruals (d) Following During the Closing Management Term, notwithstanding the termination by MCA and employment by Manager, MCA shall provide health benefits to the Retained Employees pursuant to its current health benefit plans. It is the intent of the parties to effectuate a transfer of the existing MCA health benefit plan. In the event the health benefit plan isn’t transferred by Commencement Date, then the Retained Employees will be covered by “Continuation Coverage” (ias that term is defined by COBRA Section 4980B and ERISA Section 601, et. seq.) Purchaser shall indemnify Seller against any such liability that Seller might or does incur until the closing under the WARN Act as a result of any actions by Purchaser with respect to the Mt. Prospect Employees, and (ii) Seller shall indemnify Purchaser for any liability that Purchaser might or does incur as a result of any claim with respect to the Seller Benefit Plans or any of themOTA. (e) Commencing Prior to the Commencement Date, MCA shall make either the originals or full and complete copies of all employee records for all Retained Employees in its possession (the “Employee Records”) available to New Operator for review and shall leave at the Facility such Employee Records on the date of this AgreementCommencement Date. MCA, Seller through its’ Executive Director’s at each respective community, represents and Purchaser agree warrants to cooperate fully with respect Manager that to its knowledge the employment-related actions which Employee Records retained at the Facility are necessary or reasonably desirable to accomplish the transactions contemplated pursuant to this Agreement, including the provision of records and information as each may reasonably request (including job titles, short and long-term disability coverage, life insurance coverage, operator certification and workers' compensation records and information) and the making of accurate in all appropriate filings under the applicable lawrespects. (f) With respect to Mt. Prospect Employees and Other Employees who are required to be furnished a Form W-2 for the calendar year in which the Closing Date occurs, Purchaser and Seller agree to follow the "standard procedure" set forth in Revenue Procedure 96-60 with respect to discharging their respective income and employment tax withholding and reporting obligations with respect to such employees. (g) As promptly as practicable after the Closing Date, Seller shall pay to the Mt. Prospect Employees all salary, overtime and other remuneration and reimbursements for expenses earned, accrued and/or payable for all periods up to the Closing Date in a manner consistent with Seller's usual policies for terminated employees. Notwithstanding the foregoing, the parties hereto acknowledge that Purchaser currently intends to establish for the benefit of the Mt. Prospect Employees (and for any Other Employees hired by Purchaser) a paid time off plan or policy similar to Seller's paid time off plan or policy ("SELLER'S PAID TIME OFF PLAN") and that in lieu of payments by Seller to the Mt. Prospect Employees of their accrued time off (through the Closing) under Seller's paid time off plan and of any other accruals on Seller's books for liabilities to Mt. Prospect Employees under any benefit plans, which liabilities remain unpaid to such employees as of the Closing Date (collectively, the "PTO LIABILITY"), Purchaser shall assume the PTO Liability with respect to such Mt. Prospect Employees. (h) Both prior to and following the Closing Date, each party shall reasonably cooperate (at its own expense) with the other party to obtain such information as may be necessary or appropriate to satisfy the requirements of this Section 8.5 and otherwise comply with applicable law.

Facility Personnel. (a) Purchaser MCA shall offer terminate the employment (which may be employment at will) to those of all employees of the Facility listed on SCHEDULE 4.14A to the Seller Disclosure Schedule who are employees of Seller and actively at work as of the Closing Date (the "MT. PROSPECT EMPLOYEES"), with initial base salaries (including shift differential) at least as favorable to each Mt. Prospect Employee as existing on the Closing Date with respect to his or her employment by Seller, provided, however, that those employees of the Facility listed on SCHEDULE 8.5C shall have base salaries as of October 1, 2000 as shown on such Schedule. The employees identified on SCHEDULE 8.5A shall remain employees of Seller until such time as all required visas are transferred to Purchaser and from the Closing Date until the time such transfer is complete, Purchaser shall reimburse Seller for all of the out-of-pocket costs to Seller for continuing to employ such individuals (including salary and pro-rata benefits expenses). As of Closing Date, Purchaser shall offer employment (which may be employment at will) providing services at the Facility to each Other Employee(the “Current Employees”) as of 11:59:59 p.m. on April 8, such employment to commence at the time such Other 2023 (“Employee returns from leave (regardless of when such return may occurTransfer Time”), with initial base salary (including shift differential) at least as favorable to such Other Employee as existing on the Closing Date with respect to his or her employment by Seller. Each Mt. Prospect Employee and each Other Employee shall be given benefits at least as favorable as other employees of Purchaser holding comparable positions or performing comparable tasks. Moreover, Purchaser shall allow each of the employees identified on SCHEDULE 8.5B three weeks of paid leave which shall be in addition to any vacation time to which such employee would otherwise be entitled; provided, that such employees only shall be entitled to such paid leave if employed by Purchaser one year after the Closing Date and provided, further, that Seller shall reimburse Purchaser an amount equal to such three weeks of salary for each employee, to be paid at the time and to the extent the employee uses the paid leave. An Other Employee Consultant shall not be treated as an employee of Purchaser prior bound by or required to assume any employment contracts to which MCA may be a party. Prior to the date he or she is hired by Purchaser in accordance with Employee Transfer Time, MCA shall continue to employ all employees providing services and the preceding sentence upon his or her return from leave. Purchaser shall not be liable for any payments to or benefits for an Other Employee preceding such date of hire. From and after the Closing, Purchaser shall have complete discretion to extend to the Mt. Prospect Employees and Other Employees such employee benefits, if any, as it determinesFacility, subject only to this AgreementManager’s services provided herein. (b) At the ClosingEmployee Transfer Time, each Mt. Prospect Employee Consultant intends on hiring substantially all Current Employees pending background checks and a review of employment records, provided, however, Consultant shall cease have no obligation and shall suffer no liability if Consultant does not choose to be covered under hire or offer to hire some or all of the Seller Benefit Plans andCurrent Employees and MCA shall indemnify Consultant with respect to the same. Notwithstanding the foregoing, thereafter while employed by PurchaserConsultant shall hire or offer to hire such Current Employees at wages and benefits sufficient to avoid the applicability of the Workers Adjustment and Retraining Notification Act, instead shall be covered under Purchaser's employee benefit plans. Seller and Purchaser agree that Seller shall provide 29 U.S.C. § 2101, or cause to be provided to each Mt. Prospect Employee all notices required to be provided under applicable similar state law or regulation, pursuant to employment terms acceptable to Consultant (hereinafter, the provisions “Retained Employees”). Nothing in this paragraph, however, creates any right in favor of any person not a party hereto, including the Current Employees, or constitutes an employment agreement or condition of the Seller Benefit Plans in connection with the termination employment for any employee of his MCA or her employment with Seller or the termination any affiliate of his or her participation in Seller's Benefit Plans, except to the extent applicable law requires such notice to be provided by Purchaser. Seller agrees to use commercially reasonable efforts to assist Purchaser in the transition of the Mt. Prospect Employees to coverage under Purchaser's employee benefit plans (including, at Purchaser's request, allowing Purchaser to hold, on MCA who is a commercially reasonable basis, an information meeting and employee benefit plan open enrollment meetings with the Mt. Prospect Employees on Seller's premises prior to the Closing Date)Retained Employee. (c) Purchaser shall credit each Mt. Prospect Employee MCA will be solely responsible for all liabilities associated with any and all service with Seller salary due to Current Employees prior to the Closing Date and with all amounts Employee Transfer Time, which will be paid to each such employee Current Employees as part of the next regular payroll ending March 9, 2023. With respect to accrued, but unpaid amounts of paid time off, Consultant will be responsible for the Retained Employee’s vacation and holiday pay and all associated payroll taxes (the “Vacation Accruals”) and sick pay and all associated payroll taxes (the “Sick Pay Accruals”) for periods prior to the Closing Date Commencement Date, each without regard to any vesting (collectively, “Employee Accruals”). Prior to the extent that service Commencement Date, MCA shall provide a schedule of all MCA’s Employee Accruals for the Retained Employees as of the latest date for which such information is available, or March 3, 2023, which schedule will include the value of such Employee Accruals based on the then applicable wages of the Retained Employees. MCA agrees not to pay is relevant the Retained Employees any Employee Accruals or bonuses outside the ordinary course of business. Consultant shall provide each Retained Employee credit under its policies and procedures for the amount of hours, at no cash value, such Retained Employee has with respect to Employee Accruals on the Commencement Date. MCA will indemnify and hold harmless Consultant with respect to any employee benefit plan of Purchaser for purposes of determining eligibility claim by any Current Employees, including, Retained Employees, with respect to participate, vesting and level of benefits under Purchaser's severance plan.the Employee Accruals (d) Following During the Closing Consulting Term, notwithstanding the termination by MCA and employment by Consultant, MCA shall provide health benefits to the Retained Employees pursuant to its current health benefit plans. It is the intent of the parties to effectuate a transfer of the existing MCA health benefit plan. In the event the health benefit plan isn’t transferred by Commencement Date, then the Retained Employees will be covered by “Continuation Coverage” (ias that term is defined by COBRA Section 4980B and ERISA Section 601, et. seq.) Purchaser shall indemnify Seller against any such liability that Seller might or does incur until the closing under the WARN Act as a result of any actions by Purchaser with respect to the Mt. Prospect Employees, and (ii) Seller shall indemnify Purchaser for any liability that Purchaser might or does incur as a result of any claim with respect to the Seller Benefit Plans or any of themOTA. (e) Commencing Prior to the Commencement Date, MCA shall make either the originals or full and complete copies of all employee records for all Retained Employees in its possession (the “Employee Records”) available to New Operator for review and shall leave at the Facility such Employee Records on the date of this AgreementCommencement Date. MCA , Seller through its’ Executive Director’s at each respective community, represents and Purchaser agree warrants to cooperate fully with respect Consultant that to its knowledge the employment-related actions which Employee Records retained at the Facility are necessary or reasonably desirable to accomplish the transactions contemplated pursuant to this Agreement, including the provision of records and information as each may reasonably request (including job titles, short and long-term disability coverage, life insurance coverage, operator certification and workers' compensation records and information) and the making of accurate in all appropriate filings under the applicable lawrespects. (f) With respect to Mt. Prospect Employees and Other Employees who are required to be furnished a Form W-2 for the calendar year in which the Closing Date occurs, Purchaser and Seller agree to follow the "standard procedure" set forth in Revenue Procedure 96-60 with respect to discharging their respective income and employment tax withholding and reporting obligations with respect to such employees. (g) As promptly as practicable after the Closing Date, Seller shall pay to the Mt. Prospect Employees all salary, overtime and other remuneration and reimbursements for expenses earned, accrued and/or payable for all periods up to the Closing Date in a manner consistent with Seller's usual policies for terminated employees. Notwithstanding the foregoing, the parties hereto acknowledge that Purchaser currently intends to establish for the benefit of the Mt. Prospect Employees (and for any Other Employees hired by Purchaser) a paid time off plan or policy similar to Seller's paid time off plan or policy ("SELLER'S PAID TIME OFF PLAN") and that in lieu of payments by Seller to the Mt. Prospect Employees of their accrued time off (through the Closing) under Seller's paid time off plan and of any other accruals on Seller's books for liabilities to Mt. Prospect Employees under any benefit plans, which liabilities remain unpaid to such employees as of the Closing Date (collectively, the "PTO LIABILITY"), Purchaser shall assume the PTO Liability with respect to such Mt. Prospect Employees. (h) Both prior to and following the Closing Date, each party shall reasonably cooperate (at its own expense) with the other party to obtain such information as may be necessary or appropriate to satisfy the requirements of this Section 8.5 and otherwise comply with applicable law.

Facility Personnel. (a) Purchaser MCA shall offer terminate the employment (which may be employment at will) to those of all employees of the Facility listed on SCHEDULE 4.14A to the Seller Disclosure Schedule who are employees of Seller and actively at work as of the Closing Date (the "MT. PROSPECT EMPLOYEES"), with initial base salaries (including shift differential) at least as favorable to each Mt. Prospect Employee as existing on the Closing Date with respect to his or her employment by Seller, provided, however, that those employees of the Facility listed on SCHEDULE 8.5C shall have base salaries as of October 1, 2000 as shown on such Schedule. The employees identified on SCHEDULE 8.5A shall remain employees of Seller until such time as all required visas are transferred to Purchaser and from the Closing Date until the time such transfer is complete, Purchaser shall reimburse Seller for all of the out-of-pocket costs to Seller for continuing to employ such individuals (including salary and pro-rata benefits expenses). As of Closing Date, Purchaser shall offer employment (which may be employment at will) providing services at the Facility to each Other Employee(the “Current Employees”) as of 11:59:59 p.m. on April 8, such employment to commence at the time such Other 2023 (“Employee returns from leave (regardless of when such return may occurTransfer Time”), with initial base salary (including shift differential) at least as favorable to such Other Employee as existing on the Closing Date with respect to his or her employment by Seller. Each Mt. Prospect Employee and each Other Employee shall be given benefits at least as favorable as other employees of Purchaser holding comparable positions or performing comparable tasks. Moreover, Purchaser shall allow each of the employees identified on SCHEDULE 8.5B three weeks of paid leave which shall be in addition to any vacation time to which such employee would otherwise be entitled; provided, that such employees only shall be entitled to such paid leave if employed by Purchaser one year after the Closing Date and provided, further, that Seller shall reimburse Purchaser an amount equal to such three weeks of salary for each employee, to be paid at the time and to the extent the employee uses the paid leave. An Other Employee Manager shall not be treated as an employee of Purchaser prior bound by or required to assume any employment contracts to which MCA may be a party. Prior to the date he or she is hired by Purchaser in accordance with Employee Transfer Time, MCA shall continue to employ all employees providing services and the preceding sentence upon his or her return from leave. Purchaser shall not be liable for any payments to or benefits for an Other Employee preceding such date of hire. From and after the Closing, Purchaser shall have complete discretion to extend to the Mt. Prospect Employees and Other Employees such employee benefits, if any, as it determinesFacility, subject only to this AgreementManager’s services provided herein. (b) At the ClosingEmployee Transfer Time, each Mt. Prospect Employee Manager intends on hiring substantially all Current Employees pending background checks and a review of employment records, provided, however, Manager shall cease have no obligation and shall suffer no liability if Manager does not choose to be covered under hire or offer to hire some or all of the Seller Benefit Plans andCurrent Employees and MCA shall indemnify Manager with respect to the same. Notwithstanding the foregoing, thereafter while employed by PurchaserManager shall hire or offer to hire such Current Employees at wages and benefits sufficient to avoid the applicability of the Workers Adjustment and Retraining Notification Act, instead shall be covered under Purchaser's employee benefit plans. Seller and Purchaser agree that Seller shall provide 29 U.S.C. § 2101, or cause to be provided to each Mt. Prospect Employee all notices required to be provided under applicable similar state law or regulation, pursuant to employment terms acceptable to Manager (hereinafter, the provisions “Retained Employees”). Nothing in this paragraph, however, creates any right in favor of any person not a party hereto, including the Current Employees, or constitutes an employment agreement or condition of the Seller Benefit Plans in connection with the termination employment for any employee of his MCA or her employment with Seller or the termination any affiliate of his or her participation in Seller's Benefit Plans, except to the extent applicable law requires such notice to be provided by Purchaser. Seller agrees to use commercially reasonable efforts to assist Purchaser in the transition of the Mt. Prospect Employees to coverage under Purchaser's employee benefit plans (including, at Purchaser's request, allowing Purchaser to hold, on MCA who is a commercially reasonable basis, an information meeting and employee benefit plan open enrollment meetings with the Mt. Prospect Employees on Seller's premises prior to the Closing Date)Retained Employee. (c) Purchaser shall credit each Mt. Prospect Employee MCA will be solely responsible for all liabilities associated with any and all service with Seller salary due to Current Employees prior to the Closing Date and with all amounts Employee Transfer Time, which will be paid to each such employee Current Employees as part of the next regular payroll ending March 9, 2023. With respect to accrued, but unpaid amounts of paid time off, Manager will be responsible for the Retained Employee’s vacation and holiday pay and all associated payroll taxes (the “Vacation Accruals”) and sick pay and all associated payroll taxes (the “Sick Pay Accruals”) for periods prior to the Closing Date Commencement Date, each without regard to any vesting (collectively, “Employee Accruals”). Prior to the extent that service Commencement Date, MCA shall provide a schedule of all MCA’s Employee Accruals for the Retained Employees as of the latest date for which such information is available, or March 3, 2023, which schedule will include the value of such Employee Accruals based on the then applicable wages of the Retained Employees. MCA agrees not to pay is relevant the Retained Employees any Employee Accruals or bonuses outside the ordinary course of business. Manager shall provide each Retained Employee credit under its policies and procedures for the amount of hours, at no cash value, such Retained Employee has with respect to Employee Accruals on the Commencement Date. MCA will indemnify and hold harmless Manager with respect to any employee benefit plan of Purchaser for purposes of determining eligibility claim by any Current Employees, including, Retained Employees, with respect to participate, vesting and level of benefits under Purchaser's severance plan.the Employee Accruals (d) Following During the Closing Management Term, notwithstanding the termination by MCA and employment by Manager, MCA shall provide health benefits to the Retained Employees pursuant to its current health benefit plans. It is the intent of the parties to effectuate a transfer of the existing MCA health benefit plan. In the event the health benefit plan isn’t transferred by Commencement Date, then the Retained Employees will be covered by “Continuation Coverage” (ias that term is defined by COBRA Section 4980B and ERISA Section 601, et. seq.) Purchaser shall indemnify Seller against any such liability that Seller might or does incur until the closing under the WARN Act as a result of any actions by Purchaser with respect to the Mt. Prospect Employees, and (ii) Seller shall indemnify Purchaser for any liability that Purchaser might or does incur as a result of any claim with respect to the Seller Benefit Plans or any of themOTA. (e) Commencing Prior to the Commencement Date, MCA shall make either the originals or full and complete copies of all employee records for all Retained Employees in its possession (the “Employee Records”) available to New Operator for review and shall leave at the Facility such Employee Records on the date of this AgreementCommencement Date. MCA, Seller through its’ Executive Director’s at each respective community, represents and Purchaser agree warrants to cooperate fully with respect Manager that to its knowledge the employment-related actions which Employee Records retained at the Facility are necessary or reasonably desirable to accomplish the transactions contemplated pursuant to this Agreement, including the provision of records and information as each may reasonably request (including job titles, short and long-term disability coverage, life insurance coverage, operator certification and workers' compensation records and information) and the making of accurate in all appropriate filings under the applicable lawrespects. (f) With respect to Mt. Prospect Employees and Other Employees who are required to be furnished a Form W-2 for the calendar year in which the Closing Date occurs, Purchaser and Seller agree to follow the "standard procedure" set forth in Revenue Procedure 96-60 with respect to discharging their respective income and employment tax withholding and reporting obligations with respect to such employees. (g) As promptly as practicable after the Closing Date, Seller shall pay to the Mt. Prospect Employees all salary, overtime and other remuneration and reimbursements for expenses earned, accrued and/or payable for all periods up to the Closing Date in a manner consistent with Seller's usual policies for terminated employees. Notwithstanding the foregoing, the parties hereto acknowledge that Purchaser currently intends to establish for the benefit of the Mt. Prospect Employees (and for any Other Employees hired by Purchaser) a paid time off plan or policy similar to Seller's paid time off plan or policy ("SELLER'S PAID TIME OFF PLAN") and that in lieu of payments by Seller to the Mt. Prospect Employees of their accrued time off (through the Closing) under Seller's paid time off plan and of any other accruals on Seller's books for liabilities to Mt. Prospect Employees under any benefit plans, which liabilities remain unpaid to such employees as of the Closing Date (collectively, the "PTO LIABILITY"), Purchaser shall assume the PTO Liability with respect to such Mt. Prospect Employees. (h) Both prior to and following the Closing Date, each party shall reasonably cooperate (at its own expense) with the other party to obtain such information as may be necessary or appropriate to satisfy the requirements of this Section 8.5 and otherwise comply with applicable law.

Facility Personnel. (a) Purchaser shall offer employment (which may be employment at will) to those employees of the Facility listed on SCHEDULE Schedule 4.14A to the Seller Disclosure Schedule who are employees of Seller and actively at work as of the Closing Date (the "MT. PROSPECT EMPLOYEESSLCM Employees"), with initial base salaries (including shift differential) at least as favorable to each Mt. Prospect SLCM Employee as existing on the Closing Date with respect to his or her employment by Seller, provided, however, that those employees of the Facility listed on SCHEDULE 8.5C shall have base salaries as of October 1, 2000 as shown on such Schedule. The employees identified on SCHEDULE 8.5A shall remain employees of Seller until such time as all required visas are transferred to Purchaser and from the Closing Date until the time such transfer is complete, Purchaser shall reimburse Seller for all of the out-of-pocket costs to Seller for continuing to employ such individuals (including salary and pro-rata benefits expenses). As of Closing Date, Purchaser shall offer employment (which may be employment at will) at the Facility to each Other Employee, such employment to commence at the time such Other Employee returns from leave (regardless of when such return may occur), with initial base salary (including shift differential) at least as favorable to such Other Employee as existing on the Closing Date with respect to his or her employment by Seller. Each Mt. Prospect Employee and each Other Employee shall be given benefits at least as favorable as other employees of Purchaser holding comparable positions or performing comparable tasks. Moreover, Purchaser shall allow each of the employees identified on SCHEDULE 8.5B three weeks of paid leave which shall be in addition to any vacation time to which such employee would otherwise be entitled; provided, that such employees only shall be entitled to such paid leave if employed by Purchaser one year after the Closing Date and provided, further, that Seller shall reimburse Purchaser an amount equal to such three weeks of salary for each employee, to be paid at the time and to the extent the employee uses the paid leave. An Other Employee shall not be treated as an employee of Purchaser prior to the date he or she is hired by Purchaser in accordance with the preceding sentence upon his or her return from leave. Purchaser shall not be liable for any payments to or benefits for an Other Employee preceding such date of hire. From and after the Closing, Purchaser shall have complete discretion to extend to the Mt. Prospect SLCM Employees and Other Employees such employee benefits, if any, as it determines, subject only to this Agreement. Following the Closing Date, Parent shall grant options to purchase Parent's capital stock to some or all of the SLCM Employees and Other Employees, as determined by Parent, in an aggregate amount equal to not less than 0.00756 of Parent's outstanding common stock as of the Closing Date. Such options will have a per share exercise price equal to the then per share fair market value of Parent's common stock as determined in good faith by Parent's board of directors, as soon as practicable after the Closing Date. (b) At the Closing, each Mt. Prospect SLCM Employee shall cease to be covered under the Seller Benefit Plans and, thereafter while employed by Purchaser, instead shall be covered under Purchaser's employee benefit plans. Seller and Purchaser agree that Seller shall provide or cause to be provided to each Mt. Prospect SLCM Employee all notices required to be provided under applicable law or the provisions of any of the Seller Benefit Plans in connection with the termination of his or her employment with Seller or the termination of his or her participation in Seller's Benefit Plans, except to the extent applicable law requires such notice to be provided by Purchaser. Seller agrees to use commercially reasonable efforts to assist Purchaser in the transition of the Mt. Prospect SLCM Employees to coverage under Purchaser's employee benefit plans (including, at Purchaser's request, allowing Purchaser to hold, on a commercially reasonable basis, an information meeting and employee benefit plan open enrollment meetings with the Mt. Prospect SLCM Employees on Seller's premises prior to the Closing Date). (c) Purchaser shall credit each Mt. Prospect SLCM Employee with all service with Seller prior to the Closing Date and with all amounts paid to each such employee prior to the Closing Date to the extent that service or pay is relevant under any employee benefit plan of Purchaser for purposes of determining eligibility to participate, vesting and level of benefits under Purchaser's severance plan. (d) Following the Closing Date, (i) Purchaser shall indemnify Seller against any such liability that Seller might or does incur under the WARN Act as a result of any actions by Purchaser with respect to the Mt. Prospect SLCM Employees, and (ii) Seller shall indemnify Purchaser for any liability that Purchaser might or does incur as a result of any claim with respect to the Seller Benefit Plans or any of them. (e) Commencing on the date of this Agreement, Seller and Purchaser agree to cooperate fully with respect to the employment-related actions which are necessary or reasonably desirable to accomplish the transactions contemplated pursuant to this Agreement, including the provision of records and information as each may reasonably request (including job titles, short and long-term disability coverage, life insurance coverage, operator certification and workers' compensation records and information) and the making of all appropriate filings under the applicable law. (f) With respect to Mt. Prospect SLCM Employees and Other Employees who are required to be furnished a Form W-2 for the calendar year in which the Closing Date occurs, Purchaser and Seller agree to follow the "standard procedure" set forth in Revenue Procedure 96-60 with respect to discharging their respective income and employment tax withholding and reporting obligations with respect to such employees. (g) As promptly as practicable after the Closing Date, Seller shall pay to the Mt. Prospect SLCM Employees all salary, overtime and other remuneration and reimbursements for expenses earned, accrued and/or payable for all periods up to the Closing Date in a manner consistent with Seller's usual policies for terminated employees. Notwithstanding the foregoing, the parties hereto acknowledge that Purchaser currently intends to establish for the benefit of the Mt. Prospect SLCM Employees (and for any Other Employees hired by Purchaser) a paid time off plan or policy similar to Seller's paid time off plan or policy ("SELLER'S PAID TIME OFF PLANSeller's paid time off plan") and that in lieu of payments by Seller to the Mt. Prospect SLCM Employees of their accrued time off (through the Closing) under Seller's paid time off plan and of any other accruals on Seller's books for liabilities to Mt. Prospect Employees under any benefit plans, which liabilities remain unpaid to such employees as of the Closing Date (collectively, the "PTO LIABILITYliability"), Purchaser shall assume the PTO Liability liability with respect to such Mt. Prospect SLCM Employees. (h) Both prior to and following the Closing Date, each party shall reasonably cooperate (at its own expense) with the other party to obtain such information as may be necessary or appropriate to satisfy the requirements of this Section 8.5 and otherwise comply with applicable law.