Common use of General Employee Provisions Clause in Contracts

General Employee Provisions. (i) Seller and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 as may be necessary to carry out the arrangements described in this Section 10.1. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.1. (iii) If any of the arrangements described in this Section 10.1 are determined by the IRS or other Governmental Body to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller shall provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by Seller.

General Employee Provisions. (i) Seller and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 5.1 as may be necessary to carry out the arrangements described in this Section 10.15.1. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.15.1. (iii) If any of the arrangements described in this Section 10.1 5.1 are determined by the IRS or other Governmental Body to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller shall provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by Seller.

General Employee Provisions. (iA) Seller and Buyer shall will give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 8 as may be necessary to carry out the arrangements described in this Section 10.18. (iiB) Seller and Buyer shall will provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.18. (iiiC) If any of the arrangements described in this Section 10.1 8 are determined by the IRS or other Governmental Body Authority to be prohibited by law, Seller and Buyer shall will modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (ivD) Seller shall will provide Buyer with completed I-9 forms and attachments information with respect to all Hired Active Selected Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. Seller represents that all required I-9 forms have been adequately and properly completed. (vE) Buyer shall will not have any responsibility, liability or obligation, whether to Active SSG Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plansEmployee Plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extensioncontinuation coverage) maintained by Seller.

General Employee Provisions. (i) Seller and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 as may be necessary to carry out the arrangements described in this Section 10.1. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.1. (iii) If any of the arrangements described in this Section 10.1 are determined by the IRS or other Governmental Body to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by lawapplicable Legal Requirements. (iv) Seller shall provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) Except as expressly provided herein, Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by Seller.

General Employee Provisions. (i) Seller and Buyer shall will give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 8 as may be necessary to carry out the arrangements described in this Section 10.1. (ii) 8. Seller and Buyer shall will provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.1. (iii) 8. If any of the arrangements described in this Section 10.1 8 are determined by the IRS or other Governmental Body Authority to be prohibited by law, Seller and Buyer shall will modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) . Seller shall will provide Buyer with completed I-9 forms and attachments information with respect to all Hired Active Selected Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) . Seller represents that all required I-9 forms have been adequately and properly completed. Buyer shall will not have any responsibility, liability or obligation, whether to Active SSG Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plansEmployee Plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extensioncontinuation coverage) maintained by Seller.

General Employee Provisions. (i) Seller and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 5.1 as may be necessary to carry out the arrangements described in this Section 10.15.1. For the avoidance of doubt, as set forth in Section 5.1(b)(iv), Buyer shall be solely responsible for any notifications required under the WARN Act or any similar state or local Legal Requirement. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.15.1. (iii) If any of the arrangements described in this Section 10.1 5.1 are determined by the IRS or other Governmental Body to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller shall provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Transferred Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. While Buyer anticipates extending offers of employment to substantially all of Seller’s Active Employees subject to applicable Legal Requirements, Buyer shall have no responsibility to offer employment to any Active Employee for whom an I-9 form has not been furnished. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by Seller, excluding the SIMPLE XXX Plan.

General Employee Provisions. (i) Seller Parties and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 5.1 as may be necessary to carry out the arrangements described in this Section 10.15.1. (ii) Seller Parties and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.15.1. (iii) If any of the arrangements described in this Section 10.1 5.1 are determined by the IRS or other Governmental Body to be prohibited by law, Seller Parties and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller shall provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by Seller. (v) Seller Parties shall assist Buyer in all respects, including but not limited to, coordination with the relevant Governmental Body, to help facilitate the transfer of any security clearances applicable to Hired Active Employee.

General Employee Provisions. (i) Seller and Buyer shall give any notices required by Legal Requirements legal requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 3.21 as may be maybe necessary to carry out the arrangements described in this Section 10.13.21. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.1.the (iii) If any of the arrangements described in this Section 10.1 3.21 are determined by the IRS or other Governmental Body of competent jurisdiction to be prohibited by lawbylaw, Seller and Buyer shall modify such arrangements to reflect as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller shall provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by Seller.

General Employee Provisions. (ia) Seller and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 Article IX as may be necessary to carry out the arrangements described in this Article IX; provided that, nothing in this Section 10.19.6 shall be construed as an agreement by Buyer to assume any notice requirements required by Legal Requirements of Seller, expressly including any notices required under Federal and state COBRA laws, WARN Act notices, Benefit Plan termination notices or notices required under ERISA. (iib) Seller and Buyer shall provide each other with such plan documents documents, employee data and information, personnel records, compensation records, summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.1Article IX. (iiic) If any of the arrangements described in this Section 10.1 Article IX are determined by the IRS or other Governmental Body to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties Parties contemplated herein in a manner that is not prohibited by law.any Legal Requirement (ivd) Seller shall provide Buyer with completed I-9 forms and supporting documentation attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (ve) Buyer shall not have any responsibility, liability Liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by Seller.

General Employee Provisions. (i) Seller Sellers and Buyer shall give any notices required by Legal Requirements applicable law or regulation and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 as may be necessary to carry out the arrangements described in this Section 10.1. (ii) Seller Sellers and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.1. (iii) If any of the arrangements described in this Section 10.1 are determined by the IRS or other Governmental Body governmental body to be prohibited by law, Seller Sellers and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller Sellers shall provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies Sellers certify in writing to Buyer are exempt from such requirement. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by Seller.

General Employee Provisions. (i) Seller and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs programs, and policies described in this Section 10.1 as may be necessary to carry out the arrangements described in this Section 10.1. (ii) Seller and Buyer shall provide each other Buyer with such plan documents and summary plan descriptions, employee data data, or other information as may be reasonably required to carry out the arrangements described in this Section 10.1. (iii) If any of the arrangements described in this Section 10.1 are determined by the IRS or other Governmental Body to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller shall provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) Buyer shall not have any responsibility, liability liability, or obligation, whether to Hired Employees, Active Employees, former employees, their beneficiaries beneficiaries, or to any other Person, with respect to any compensation, benefits, employee benefit plans, practices, programs programs, arrangements, or arrangements agreements (including the establishment, operation operation, or termination thereof and the notification and provision of COBRA coverage extension) paid, payable, or maintained by Seller.

General Employee Provisions. (i) Seller and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 as may be necessary to carry out the arrangements described in this Section 10.1. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.1. (iii) If any of the arrangements described in this Section 10.1 are determined by the IRS or other Governmental Body to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller shall provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Transferred Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. While Buyer anticipates extending offers of employment to substantially all of Seller’s Active Employees subject to applicable Legal Requirements, Buyer shall no responsibility to offer employment to any Active Employee for whom an I-9 form has not been furnished. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by Seller.

General Employee Provisions. (i) Seller Seller, Unique Fabrications and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 as may be necessary to carry out the arrangements described in this Section 10.1. (ii) Seller Seller, Unique Fabrications and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.1. (iii) If any of the arrangements described in this Section 10.1 are determined by the IRS or other Governmental Body to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by lawapplicable Legal Requirements. (iv) Seller shall (and Seller shall cause Unique Fabrications to) provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) Except as expressly provided herein, Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by SellerSeller or Unique Fabrications.

General Employee Provisions. (i) Seller Sellers, Foreign Subsidiaries and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 as may be necessary to carry out the arrangements described in this Section 10.1. (ii) Seller Sellers, Foreign Subsidiaries and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.1. (iii) If any of the arrangements described in this Section 10.1 are determined by the IRS or other Governmental Body to be prohibited by law, Seller Sellers and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller Sellers shall provide Buyer with completed I-9 forms (or equivalent forms required by local law) and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies Sellers certify in writing to Buyer are exempt from such requirement. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by SellerSellers.

General Employee Provisions. (i) Seller and Buyer shall give any notices required by Legal Requirements Authorities and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 5.11 as may be necessary to carry out the arrangements described in this Section 10.15.11. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.15.11. (iii) If any of the arrangements described in this Section 10.1 5.11 are determined by the IRS or other Governmental Body Authority to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller shall provide Buyer with completed I-9 I 9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and maintained by Seller, other than the notification and provision of COBRA coverage extension) maintained by Sellerpursuant to Section 5.11(c)(iii).

General Employee Provisions. (ia) Seller The Seller, the Parent and the Buyer shall give any notices required by Legal Requirements any Applicable Laws and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 4.13 as may be necessary to carry out the arrangements described in this Section 10.14.13. (iib) Seller The Seller, the Parent and the Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.14.13. (iiic) If any of the arrangements described in this Section 10.1 4.13 are determined by the IRS Internal Revenue Service or other Governmental Body governmental body to be prohibited by law, Seller the Seller, the Parent and the Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (ivd) The Seller shall provide the Buyer with completed I-9 forms and attachments attachments, and employee credentials, licenses, and employee medical and exposure records with respect to all Hired Active Employeesthe Key Employees and the Healthcare Employees (as defined herein), except for such employees as the Seller certifies in writing to the Buyer are exempt from such requirement. (ve) The Buyer shall not have any responsibility, liability or obligation, whether to Active Employeesthe Seller's current employees as of the Closing Date, former employees, employees or their beneficiaries or to any other Personbeneficiaries, with respect to any claim in respect of employment by the Seller through the Closing Date, including but not limited to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by SellerSeller or Parent.

General Employee Provisions. (i) Seller Optiant and Buyer NEWCO shall give any notices required by Legal Requirements Laws and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 7.1 as may be necessary to carry out the arrangements described in this Section 10.17.1. (ii) Seller Optiant and Buyer NEWCO shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.17.1. (iii) If any of the arrangements described in this Section 10.1 7.1 are determined by the IRS or other Governmental Body or Regulatory Authority to be prohibited by lawLaw, Seller Optiant and Buyer NEWCO shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by lawLaw. (iv) Seller Optiant shall provide Buyer NEWCO with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) Buyer NEWCO shall not have any no responsibility, liability Liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plansEmployee Benefit Plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by SellerOptiant.

General Employee Provisions. (i) Seller and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 as may be necessary to carry out the arrangements described in this Section 10.1. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.1. (iii) If any of the arrangements described in this Section 10.1 are determined by the IRS or other Governmental Body to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) On the Closing Date, Seller shall provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by Seller.

General Employee Provisions. (i) Seller and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 7.2 as may be necessary to carry out the arrangements described in this Section 10.17.2. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.17.2. (iii) If any of the arrangements described in this Section 10.1 7.2 are determined by the IRS or other Governmental Body to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller shall provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Ag Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Ag Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by Seller. (vi) Seller will cooperate with Buyer and its counsel in the event any Hired Ag Employee(s) have applied for any visa or green card.

General Employee Provisions. (i) Seller and Buyer shall give any notices required by Legal Requirements legal requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 3.21 as may be maybe necessary to carry out the arrangements described in this Section 10.13.21. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.13.21. (iii) If any of the arrangements described in this Section 10.1 3.21 are determined by the IRS or other Governmental Body of competent jurisdiction to be prohibited by lawbylaw, Seller and Buyer shall modify such arrangements to reflect as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller shall provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by Seller.

General Employee Provisions. (i) Seller Sellers and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 as may be necessary to carry out the arrangements described in this Section 10.1. (ii) Seller Subject to applicable Legal Requirements, Sellers and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.1. (iii) If any of the arrangements described in this Section 10.1 are determined by the IRS or other Governmental Body to be prohibited by law, Seller Sellers and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller Sellers shall provide Buyer with copies of completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) Buyer shall not have any responsibility, liability or obligation, whether to Hired Active Employees, Active Employees, former employees, their beneficiaries or dependents or to any other Person, with respect to any Target Benefit Plans that are not Assumed Benefit Plans, workers’ compensation claims incurred on or prior to the Closing Date or other employee benefit plans, practices, programs or arrangements that are not Assumed Benefit Plans (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by SellerSellers or their Affiliates.

General Employee Provisions. (i) Seller and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 as may be necessary to carry out the arrangements described in this Section 10.19.1. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.19.1. (iii) If any of the arrangements described in this Section 10.1 9.1 are determined by the IRS or other Governmental Body to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller shall provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by Seller.

General Employee Provisions. (i) Seller and Buyer shall give any all notices required by Legal Requirements Law (including the WARN Act, if applicable) and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 10.3 as may be necessary to carry out the arrangements agreements described in this Section 10.110.3. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements agreements described in this Section 10.110.3. (iii) If any of the arrangements agreements described in this Section 10.1 are 10.3 is determined by the IRS or other Governmental Body Authority to be prohibited by lawLaw, Seller and Buyer shall modify such arrangements agreement to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by lawLaw. (iv) Seller shall provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plansEmployee Plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by Seller.

General Employee Provisions. (i) Seller and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 as may be necessary to carry out the arrangements described in this Section 10.1. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data data, or other information as may be reasonably required to carry out the arrangements described in this Section 10.1. (iii) If any of the arrangements described in this Section 10.1 are determined by the IRS or other Governmental Body to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller shall provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) Except as provided in Sections 2.4(a) or 10.1, Buyer shall not have any responsibility, liability liability, or obligation, whether to Active Employees, former employees, their beneficiaries beneficiaries, or to any other Person, with respect to any employee benefit plans, practices, programs programs, or arrangements (including the establishment, operation operation, or termination thereof and the notification and provision of COBRA coverage extensionthereof) maintained by Seller.

General Employee Provisions. (i) Seller and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 13.11 as may be necessary to carry out the arrangements described in this Section 10.113.11. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.113.11. (iii) If any of the arrangements described in this Section 10.1 13.11 are determined by the IRS or other Governmental Body to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller shall provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) Except as provided in Section 13.11(c)(i)(A), Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by Seller.

General Employee Provisions. (i) Seller and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 9.1 as may be necessary to carry out the arrangements described in this Section 10.19.1. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.19.1. (iii) If any of the arrangements described in this Section 10.1 9.1 are determined by the IRS or other any Governmental Body to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Buyers shall not assume any liability for accrued benefits under any of the Employee Plans. Seller shall provide indemnify and hold Buyers harmless from and against all expenses, claims, damages and losses of any nature whatsoever, suffered or incurred by Buyers as a result of or arising directly or indirectly out of, in connection with or pursuant to any claims by any Active Employees or any other employees of the Business or of the Seller or Mxxxxxxxxx. Such indemnity does not apply to claims by Hired Active Employees as against Buyer with completed I-9 forms and attachments with respect which relate solely to all the Hired Active Employees, except for such employees as Seller certifies in writing to ’ employment with Buyer are exempt from such requirementfollowing the First Closing Date. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by SellerSeller or Mxxxxxxxxx.

General Employee Provisions. (i) Each Seller and the Buyer shall will give any notices required by Legal Requirements Law and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 Article VIII as may be necessary reasonably required for it to carry out the arrangements its obligations described in this Section 10.1. (ii) Article VIII. Each of Seller and the Buyer shall will provide each the other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required for it to carry out the arrangements its obligations described in this Section 10.1. (iii) Article VIII. If any of the arrangements arrangement described in this Section 10.1 are Article VIII is determined by the IRS or other any Governmental Body to be prohibited by lawLaw, each Seller and the Buyer shall will modify such arrangements arrangement to as closely as possible reflect their expressed intent such arrangement and retain the allocation of economic benefits and burdens to the parties Parties contemplated herein in a manner that is not prohibited by law. (iv) Law. Each Seller shall will provide the Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, who accept employment with the Buyer, except for such employees as the respective Seller certifies in writing to the Buyer are exempt from such requirement. (v) . The Buyer shall will not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements Employee Benefit Plans (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by any Seller.

General Employee Provisions. (i) Seller and Buyer shall give any all notices required by Legal Requirements Law (including, the WARN Act if applicable) and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 10.3 as may be necessary to carry out the arrangements agreements described in this Section 10.110.3. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements agreements described in this Section 10.110.3. (iii) If any of the arrangements agreements described in this Section 10.1 are 10.3 is determined by the IRS or other Governmental Body Authority to be prohibited by lawLaw, Seller and Buyer shall modify such arrangements agreement to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by lawLaw. (iv) Seller shall provide Buyer with completed Forms I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plansEmployee Plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by Seller.

General Employee Provisions. (i) Each of the Seller and the Buyer shall will give any notices required by Legal Requirements Law and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 Article VIII as may be necessary reasonably required for it to carry out the arrangements its obligations described in this Section 10.1. (ii) Article VIII. Each of the Seller and the Buyer shall will provide each the other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required for it to carry out the arrangements its obligations described in this Section 10.1. (iii) Article VIII. If any of the arrangements arrangement described in this Section 10.1 are Article VIII is determined by the IRS or other any Governmental Body to be prohibited by lawLaw, the Seller and the Buyer shall will modify such arrangements arrangement to as closely as possible reflect their expressed intent such arrangement and retain the allocation of economic benefits and burdens to the parties Parties contemplated herein in a manner that is not prohibited by law. (iv) Law. The Seller shall will provide the Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as the Seller certifies in writing to the Buyer are exempt from such requirement. (v) , and complete personnel files for each Hired Active Employee. The Buyer shall will not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements Employee Benefit Plans (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by the Seller.

General Employee Provisions. (i) Each of the Seller and the Buyer shall will give any notices required by Legal Requirements Law and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 Article IV as may be necessary reasonably required for it to carry out the arrangements its obligations described in this Section 10.1. (ii) Article IV. Each of the Seller and the Buyer shall will provide each the other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required for it to carry out the arrangements its obligations described in this Section 10.1. (iii) Article IV. If any of the arrangements arrangement described in this Section 10.1 are Article IV is determined by the IRS or other any Governmental Body to be prohibited by lawLaw, the Seller and the Buyer shall will modify such arrangements arrangement to as closely as possible reflect their expressed intent such arrangement and retain the allocation of economic benefits and burdens to the parties Parties contemplated herein in a manner that is not prohibited by law. (iv) Law. The Seller shall will provide the Buyer with completed I-9 forms and attachments with respect to all Hired Active EmployeesEmployees hired by the Buyer, except for such employees as the Seller certifies in writing to the Buyer are exempt from such requirement. (v) . The Buyer shall will not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements the Plans (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by the Seller.

General Employee Provisions. (i) Seller and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 12.1 as may be necessary to carry out the arrangements described in this Section 10.112.1. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.112.1. (iii) If any of the arrangements described in this Section 10.1 12.1 are determined by the IRS or other Governmental Body to be prohibited by lawLegal Requirements, Seller and Buyer shall modify such arrangements to reflect as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by lawLegal Requirements. (iv) Seller shall provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit planscompensation, Employee Plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extensionincluding, but not limited to Employee Plans) maintained by Seller.

General Employee Provisions. (i) Seller DMI and Buyer NEWCO shall give any notices required by Legal Requirements Laws and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 8.1 as may be necessary to carry out the arrangements described in this Section 10.18.1. (ii) Seller DMI and Buyer NEWCO shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.18.1. (iii) If any of the arrangements described in this Section 10.1 8.1 are determined by the IRS or other Governmental Body or Regulatory Authority to be prohibited by law, Seller DMI and Buyer NEWCO shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller DMI shall provide Buyer NEWCO with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies DMI certify in writing to Buyer NEWCO are exempt from such requirement. (v) Buyer NEWCO shall not have any no responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by SellerDMI.

General Employee Provisions. (i) Seller Sellers and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 as may be necessary to carry out the arrangements described in this Section 10.1. (ii) Seller Sellers and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.1. (iii) If any of the arrangements described in this Section 10.1 are determined by the IRS or other Governmental Body to be prohibited by law, Seller Sellers and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller Sellers shall provide Buyer with completed I-9 forms and attachments with respect to all U.S. Hired Active Employees, except for such employees as Seller certifies Sellers certify in writing to Buyer are exempt from such requirement. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or with respect to any other Person, Active Employees (including any beneficiary or dependent thereof) with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by SellerSellers, except as specified in Section 2.4(a) or Section 10.1. (vi) Nothing in this Agreement shall obligate Buyer to provide to any Active Employee any benefit at any time provided to any other employee by Buyer or any of its affiliates, except to the extent that Buyer has expressly agreed to provide such benefits to a particular Active Employee pursuant to Section 10.1(b)(i).

General Employee Provisions. (i) Seller and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 5.1 as may be necessary to carry out the arrangements described in this Section 10.15.1. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.1. (iii) If any of the arrangements described in this Section 10.1 5.1 are determined by the IRS or other Governmental Body to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iviii) Seller shall provide make available to Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (viv) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plansEmployee Plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by SellerSeller (other than to the extent such amounts are assumed by Buyer as provided in Section 2.4(a)(i)).

General Employee Provisions. (i) Seller and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 as may be reasonably necessary or desirable to carry out the arrangements described in this Section 10.1. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.1. (iii) If any of the arrangements described in this Section 10.1 are determined by the IRS or other Governmental Body to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller shall provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by Seller.

General Employee Provisions. (i) Seller and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 as may be necessary to carry out the arrangements described in this Section 10.1. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.1. (iii) If any of the arrangements described in this Section 10.1 are determined by the IRS or other Governmental Body to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller shall provide Buyer with completed I-9 1-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by Seller.by

General Employee Provisions. (i) Seller and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 5.1 as may be necessary to carry out the arrangements described in this Section 10.15.1. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.15.1. (iii) If any of the arrangements described in this Section 10.1 5.1 are determined by the IRS or other Governmental Body to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller shall provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirementrequirement or unless Buyer is treating the Hired Active Employees as new hires. (v) Except as required by applicable Legal Requirements, Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by Seller.

General Employee Provisions. (i) Seller Sellers and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 as may be necessary to carry out the arrangements described in this Section 10.1. (ii) Seller Sellers and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data data, or other information as may be reasonably required to carry out the arrangements described in this Section 10.1. (iii) If any of the arrangements described in this Section 10.1 are determined by the IRS or other Governmental Body to be prohibited by law, Seller Sellers and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller Sellers shall provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies Sellers certify in writing to Buyer are exempt from such requirement. (v) Except as provided in Sections 2.4(a) or 10.1, Buyer shall not have any responsibility, liability liability, or obligation, whether to Active Employees, former employees, their beneficiaries beneficiaries, or to any other Person, with respect to any employee benefit plans, practices, programs programs, or arrangements (including the establishment, operation operation, or termination thereof and the notification and provision of COBRA coverage extensionthereof) maintained by any Seller.

General Employee Provisions. (i) Seller and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 as may be necessary to carry out the arrangements described in this Section 10.1. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.1. (iii) If any of the arrangements described in this Section 10.1 are determined by the IRS or other Governmental Body to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller shall provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Transferred Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. While Buyer anticipates extending offers of employment to substantially all of Seller’s Active Employees subject to applicable Legal Requirements, Buyer shall have no responsibility to offer employment to any Active Employee for whom an I-9 form has not been furnished. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by Seller.

General Employee Provisions. (i) Seller and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 10.01 as may be necessary to carry out the arrangements described in this Section 10.110.01. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.110.01. (iii) If any of the arrangements described in this Section 10.1 10.01 are determined by the IRS or other Governmental Body to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Nothing in this Agreement is intended to make any employee of Seller shall provide or Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirementa third party beneficiary of this Agreement. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extensionextension and subsidy of COBRA) maintained by Seller.

General Employee Provisions. (i) Seller and Buyer shall give reasonably cooperate as to the giving of any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 as may be necessary to carry out the arrangements described in this Section 10.1. (ii) Seller and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.1. (iii) If any of the arrangements described in this Section 10.1 are determined by the IRS or other Governmental Body to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) At Closing, Seller shall provide Buyer with completed I-9 I–9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirement. (v) Buyer shall not have any responsibility, liability or obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, administration, operation or termination thereof or any other reason and the notification and provision of COBRA coverage extension) or the trusts related to such plans maintained by Seller. (vi) Except as set forth herein, Buyer will set its own initial terms and conditions of employment for the Active Employees and others it may hire, including work rules, benefits and salary and wage structure, all as permitted by law.

General Employee Provisions. (i) Seller The Sellers and Buyer shall give any notices required by Legal Requirements applicable Law and take whatever other actions with respect to the plans, programs and policies described in this Section 10.1 9.1 as may be necessary to carry out the arrangements described in this Section 10.19.1. (ii) Seller The Sellers and Buyer shall give notice to all Hired Active Employees that, except as otherwise provided for herein, all benefits and/or accruals previously provided under the Employee Plans shall terminate on the Closing Date and all future benefits and/or accruals thereafter shall be provided under Buyer’s employee plans. (iii) The Sellers and Buyer shall provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Section 10.19.1. (iiiiv) If any of the arrangements described in this Section 10.1 9.1 are determined by the IRS or other Governmental Body Entity to be prohibited by lawLaw, Seller the Sellers and Buyer shall modify such arrangements to as closely as possible reflect their expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law. (iv) Seller shall provide Buyer with completed I-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer are exempt from such requirementLaw. (v) Buyer Buyers shall not have any responsibility, liability Liability or obligation, whether to Active Employees, former employeesEmployees, their beneficiaries or to any other Person, with respect to any employee benefit plansEmployee Plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by Sellerthe Sellers.