Common use of Hiring of Employees Clause in Contracts

Hiring of Employees. ACS shall as soon as reasonably possible following its issuance or receipt of a Termination Notice, but in no event later than ten (10) Business Days thereafter, provide to Symetra a complete and accurate list of all Substantially Dedicated Resources who were involved in providing the Services during the six (6) month period preceding ACS’ issuance or receipt of such Termination Notice. ACS shall cooperate with and assist (and shall cause its Subcontractors to cooperate with and assist) Symetra, its Affiliates and/or the Replacement Provider in offering employment, at the sole discretion of Symetra, to any or all of such employees, whether such offers are made at the time of, after or in anticipation of the Expiration Date. ACS shall be solely responsible for and shall pay to any such employees of ACS who are hired by Symetra, its Affiliates, and/or the Replacement Provider, all severance and related payments, if any are payable pursuant to ACS’ standard policies, and shall cause relevant Subcontractors to pay severance and related payments to any such employee of a Subcontractor who is hired by Symetra or its designee, if any are payable pursuant to such Subcontractors’ standard policies. ACS shall release (and shall cause its Subcontractors to release) from any restrictive covenants including, without limitation, non-compete agreements, any of the employees hired by Symetra, its Affiliates and/ by the Replacement Provider. Notwithstanding any agreements that ACS may have with its employees, ACS shall not take or fail to take any actions that would interfere with or prevent Symetra, its Affiliates and/or the Replacement Provider from hiring any or all of such Substantially Dedicated Resources. ACS shall not (and shall ensure that its Subcontractors do not) in any manner communicate disparaging information about Symetra, its Affiliates, and/or the Replacement Provider, or any of their employees, to transitioning employees or existing employees of Symetra, its Affiliates and/or the Replacement Provider.

Hiring of Employees. ACS shall as soon as reasonably possible following its issuance or receipt of a Termination Notice, but in no event later than ten (10) Business Days thereafter, provide to Symetra a complete and accurate list of all Substantially Dedicated Resources who were involved in providing the Services during the six (6) month period preceding ACS’ issuance or receipt of such Termination Notice. ACS shall cooperate with and assist (and shall cause its Subcontractors to cooperate with and assist) Symetra, its Affiliates and/or the Replacement Provider in offering employment, at the sole discretion of Symetra, to any or all of such employeesPersons, whether such offers are made at the time of, after or in anticipation of the Expiration Termination Date. ACS shall be solely responsible for and shall pay to any such employees of ACS who are hired by Symetra, its Affiliates, and/or the Replacement Provider, all severance and related payments, if any are payable pursuant to ACS’ standard policies, and shall cause relevant Subcontractors to pay severance and related payments to any such employee of a Subcontractor who is hired by Symetra or its designee, if any are payable pursuant to such Subcontractors’ standard policies. ACS shall release (and shall cause its Subcontractors to release) from any restrictive covenants including, without limitation, non-compete agreements, any of the employees Persons hired by Symetra, its Affiliates and/ by the Replacement Provider. Notwithstanding any agreements that ACS may have with its employees, ACS shall not take or fail to take any actions that would interfere with or prevent Symetra, its Affiliates and/or the Replacement Provider from hiring any or all of such Substantially Dedicated Resources. ACS shall not (and shall ensure that its Subcontractors do not) in any manner communicate disparaging information about Symetra, its Affiliates, and/or the Replacement Provider, or any of their employees, to transitioning employees or existing employees of Symetra, its Affiliates and/or the Replacement Provider.

Hiring of Employees. ACS Buyer shall use commercially reasonable efforts to hire as soon of the Initial Closing Date no less than eight (8) employees of the Business that perform asset management and collection functions, and may hire any other employees of the Business as reasonably possible following Buyer deems necessary, all on at least the same base salary in effect immediately prior to the Initial Closing Date and with employee benefits and employee compensation programs that are substantially similar in the aggregate to those provided by Buyer to its issuance or receipt of similarly-situated employees. Buyer has delivered to Sellers a Termination Notice, but in no event later than ten (10) Business Days thereafter, provide to Symetra a complete and accurate list of all Substantially Dedicated Resources who were involved in providing the Services during the six (6) month period preceding ACS’ issuance or receipt written description of such Termination Noticeemployee benefits and aggregate data on employee compensation programs. ACS With respect to each such Business employee who accepts Buyer’s offer of employment (a “Transferred Employee”), Buyer shall cooperate with (i) maintain for twelve (12) months after the Initial Closing Date at least the same base salary as in effect immediately prior to the Initial Closing Date and assist employee benefits and employee compensation programs provided by Buyer to its similarly-situated employees (including severance benefits), and (ii) subject to the approval of the Buyer’s Pension Committee which approval shall not be unreasonably withheld (and Buyer hereby agrees to cause the Pension Committee to consider granting such approval at its next meeting and that, promptly after such meeting, Buyer shall cause its Subcontractors notify Sellers whether such approval has been granted), credit the Transferred Employees’ entire periods of service prior to cooperate with the Initial Closing for purposes of determining eligibility, vesting, and assistbenefit entitlement (but not benefit accruals under any pension plan) Symetraunder severance, its Affiliates and/or vacation, pension benefits, retiree medical and life insurance benefits, and all other compensation and benefit plans, programs and policies maintained by Buyer for the Replacement Provider in offering employment, at the sole discretion of Symetra, to any or all benefit of such employeesemployees after the Initial Closing. Notwithstanding the foregoing, whether such offers Buyer shall not be prohibited by this Section 6.2(a) from terminating the employment of any Transferred Employee following the Initial Closing Date, subject, however to Buyer’s compliance with all applicable Requirements of Law or agreements to which Buyer is a party or by which it is bound. Employees of the Business who are made on approved leaves of absence at the time of, after or in anticipation they accept an offer of employment from Buyer shall become Transferred Employees as of the Expiration Date. ACS shall be solely responsible for date they return from such leave of absence and shall pay to any such employees of ACS who are hired by Symetra, its Affiliates, and/or the Replacement Provider, all severance and related payments, if any are payable pursuant to ACS’ standard policies, and shall cause relevant Subcontractors to pay severance and related payments to any such employee of a Subcontractor who is hired by Symetra or its designee, if any are payable pursuant to such Subcontractors’ standard policies. ACS shall release (and shall cause its Subcontractors to release) from any restrictive covenants including, without limitation, non-compete agreements, any of the employees hired by Symetra, its Affiliates and/ by the Replacement Provider. Notwithstanding any agreements that ACS may have accept employment with its employees, ACS shall not take or fail to take any actions that would interfere with or prevent Symetra, its Affiliates and/or the Replacement Provider from hiring any or all of such Substantially Dedicated Resources. ACS shall not (and shall ensure that its Subcontractors do not) in any manner communicate disparaging information about Symetra, its Affiliates, and/or the Replacement Provider, or any of their employees, to transitioning employees or existing employees of Symetra, its Affiliates and/or the Replacement ProviderBuyer.

Hiring of Employees. ACS shall as soon as reasonably possible following its issuance During Disentanglement, regardless of whether all or receipt any portion of a Termination Notice, but in no event later than ten (10) Business Days thereafter, provide to Symetra a complete and accurate list of all Substantially Dedicated Resources who were involved in providing the Services during the six (6) month period preceding ACS’ issuance or receipt of such Termination Notice. ACS are being terminated, Vendor shall cooperate with and assist (and shall use all commercially reasonable efforts to cause its Subcontractors to timely cooperate with and assist) Symetrawith the Commonwealth’s (or its designee’s) offering of employment to those Vendor and Subcontractor employees who are selected by the Commonwealth, in its Affiliates and/or sole discretion, and whose then-current job functions or positions are directly related to the Replacement Provider Services being terminated, and in offering employment, at effecting the sole discretion transition of Symetra, to any or all of such employees, whether such offers are made at the time of, after or in anticipation of the Expiration Date. ACS shall be solely responsible for and shall pay to any such employees of ACS who are hired by Symetra, its Affiliates, and/or the Replacement Provider, all severance and related payments, if any are payable pursuant to ACS’ standard policies, and shall cause relevant Subcontractors to pay severance and related payments to any such employee of a Subcontractor who is hired by Symetra Commonwealth or its designee). Such cooperation and assistance shall include allowing the Commonwealth (or its designee) to meet with such employees at Vendor’s or its Subcontractor’s facilities and providing the Commonwealth, if subject to any are payable pursuant necessary consent of the Vendor or Subcontractor employee, with all relevant and pertinent details regarding the salary and benefits then being received by each Vendor or Subcontractor employee then occupying any such positions or performing any such functions, so as to such Subcontractors’ standard policies. ACS enable the Commonwealth to make a reasonable and comparable offer and Vendor shall release (not, and shall cause its Subcontractors to release) from any restrictive covenants includingnot, without limitation, non-compete agreements, any interfere or impair the Commonwealth’s ability to make such offers of the employees hired by Symetra, its Affiliates and/ by the Replacement Provideremployment. Notwithstanding any agreements that ACS may have with its employeesthe immediately preceding sentence, ACS Vendor shall not take or fail be required to take any actions that would interfere constitute a breach of any agreement, in existence as of the Effective Date, with or prevent Symetra, its Affiliates and/or the Replacement Provider from hiring any or all a Subcontractor regarding non-solicitation of such Substantially Dedicated ResourcesSubcontractor’s employees. ACS Such offers of employment by the Commonwealth (or its designee), if any, shall not be made during the period starting on the Disentanglement Commencement Date and ending on the date that is ninety (90) days after the Expiration Date. Vendor shall be solely responsible for, and shall ensure pay, all financial obligations owing or accruing with respect to the period prior to the date that the Commonwealth (or its Subcontractors do notdesignee) in hires any manner communicate disparaging information about Symetra, its Affiliates, and/or the Replacement Provider, or any of their employees, to transitioning employees or existing such employees of SymetraVendor, and Vendor shall use all commercially reasonable efforts to cause each Subcontractor to pay any such financial obligations owing or accruing with respect to the period prior to the date that the Commonwealth (or its Affiliates and/or designee) hires any such employees of such Subcontractor, in accordance with the Replacement Providerprovisions of this Agreement and all Schedules attached hereto. On the Expiration Date, Vendor shall execute and deliver to the Commonwealth a written agreement in which Vendor makes, as of the Termination Date, the same representations and warranties to the Commonwealth with regard to the employees of Vendor that are being hired by the Commonwealth in connection with such Disentanglement as any made herein by the Commonwealth to Vendor regarding the Affected Employees being hired by Vendor.

Hiring of Employees. ACS (a) The Purchaser shall as soon as reasonably possible following its issuance or receipt offer employment to all employees of a Termination Notice, but the Seller in no event later than ten (10) Business Days thereafter, provide to Symetra a complete and accurate list of all Substantially Dedicated Resources who were involved in providing the Services during the six (6) month period preceding ACS’ issuance or receipt of such Termination Notice. ACS shall cooperate with and assist (and shall cause its Subcontractors to cooperate with and assist) Symetra, its Affiliates and/or the Replacement Provider in offering employment, good standing at the sole discretion of Symetra, to any or all of such employees, whether such offers are made at Branch other than those identified as excluded employees in Schedule 9 attached hereto (the time of, after or in anticipation of the Expiration Date. ACS shall be solely responsible for and shall pay to any such employees of ACS who are hired by Symetra, its Affiliates, and/or the Replacement Provider, all severance and related payments"Excluded Employees"), if any, on substantially the same terms and conditions of their current employment including eligibility and coverage under employee benefit plans. The Seller will not change the position and/or compensation of any are payable pursuant to ACS’ standard policies, and shall cause relevant Subcontractors to pay severance and related payments to any such Branch employee of a Subcontractor who is hired not an Excluded Employee prior to the Effective Date, other than ordinary scheduled salary increases. Employment by Symetra or its designee, if any are payable pursuant to such Subcontractors’ standard policies. ACS shall release (and shall cause its Subcontractors to release) from any restrictive covenants including, without limitation, non-compete agreements, any the Purchaser of the employees hired by Symetrathe Purchaser (in each case, its Affiliates and/ an "Acquired Employee") will commence upon the close of business at the Branch on the Effective Date. Termination by the Replacement ProviderSeller of the Acquired Employees will be effective at the close of business at the Branch on the Effective Date. Notwithstanding The Purchaser will not discharge any agreements that ACS of the Acquired Employees for three (3) months after the Effective Date, except for cause. (b) All accruals under the Seller's retirement plan and contributions under the Seller's savings plan in respect of Acquired Employees shall cease as of the close of business on the Effective Date for obligations which had accrued prior to the Effective Date. On the Effective Date, the Seller shall discontinue participation of the Acquired Employees in such plans. The Purchaser shall cause its tax-qualified employee benefit plans to be amended to provide that, in the case of an Acquired Employee, service for all periods of employment with the Seller (or any affiliate thereof or with other entities as provided under such plan) shall be credited for purposes of determining eligibility to participate and vesting and benefit entitlement (but not for purposes of benefit accruals) for purposes of such plans. The Purchaser and Seller agree to cause the transfer of assets and liabilities attributable to the Acquired Employees under the Seller's savings plan to the Purchaser's savings plan, as soon as practicable following the Effective Date. (c) The Acquired Employees shall cease to be participants in all of the Seller's other benefit plans as of the Effective Date except as otherwise provided in this Section 10.2(c). On the Effective Date, the Seller shall discontinue such participation. Except as may be required by applicable law, from and after the Effective Date, the Seller (a) shall have with its employeesno responsibility to, ACS and shall not, provide any benefits or coverage to Acquired Employees, or their dependents, under any Seller's benefit plan and (b) shall have no responsibility for, and shall not take process, any claims filed under the Seller's benefit plan by the Acquired Employees, or fail their dependents, with respect to matters or events occurring after the Effective Date. The Seller shall be responsible for all, and the Purchaser shall have no obligation or liability for any, claims filed by Acquired Employees under the Seller's benefit plans with respect to events occurring prior to the Effective Date. The Acquired Employees shall become participants in the Purchaser's benefit plans on the Effective Date and the Purchaser shall make all amendments necessary to provide for such participants. Except as may be required by applicable law, the Purchaser shall (a) waive any eligibility requirements based on length of service for coverage under the Purchaser's benefit plans, and (b) waive or eliminate any pre-existing condition provision or limitation in any of the Purchaser's medical or major medical plan covering the Acquired Employees. (d) If an Acquired Employee's employment with the Purchaser is involuntarily terminated after the Effective Date other than for cause, the Purchaser shall pay such individual an amount of severance pay equal to severance pay such Acquired Employee would have received under the severance pay policies, plans or arrangements maintained by the Seller for all of its employees as if the Acquired Employee had been involuntarily terminated immediately prior to the Effective Date. (e) The Purchaser shall credit each Acquired Employee with the period of employment with the Seller for purposes of determining the annual vacation leave of such Acquired Employee after the Effective Date. The Purchaser shall give each Acquired Employee credit for the employee's accrued vacation as of the Effective Date and shall permit the Acquired Employee to take any actions vacation as scheduled with the Seller, except that would interfere the Purchaser may reschedule any such vacation if necessary for the convenience of the Purchaser's business. (f) Notwithstanding anything in this Agreement to the contrary (a) the Seller and the Purchaser shall retain the right to amend in any respect or to terminate in whole or in part any of their benefit plans in accordance with the provisions of such plans and applicable law; provided, however, that such amendments shall not deprive the Acquired Employees of the benefits afforded under the provisions of Sections 10.02 (b) and (c) hereof' (b) nothing contained in this Agreement shall obligate or prevent Symetracommit the Seller or the Purchaser to continue any benefit plan with respect to services performed after the Effective Date or to maintain in effect any such plan, or any similar plan or any level or type of benefits, (c) the representations, warranties and undertakings contained in this Agreement shall be binding solely on the parties to this Agreement, and no other persons shall have any third party beneficiary or other right hereunder, (d) in the event that the Closing does not take place or this Agreement is terminated or rescinded, the rights and benefits of the Acquired Employees under all benefit plans of the Seller shall not be affected in any degree by this Agreement, and the nonforfeitable interest of the Acquired Employees in benefits under the Seller's retirement plan and the Seller's savings plan shall be governed by such plans. (g) For a period of twenty-four (24) months following the Effective Date, the Purchaser shall not, and shall use its Affiliates and/or best efforts to cause its affiliates not to, directly solicit or seek to employ any Excluded Employee; aided, however, that nothing herein contained shall prohibit the Replacement Provider Purchaser or any of its affiliates from advertising generally any employment opportunities or from hiring any persons who respond to such general advertising or all of such Substantially Dedicated Resources. ACS shall not (and shall ensure that who otherwise seek employment without inducement from the Purchaser or its Subcontractors do not) in any manner communicate disparaging information about Symetra, its Affiliates, and/or the Replacement Provider, or any of their employees, to transitioning employees or existing employees of Symetra, its Affiliates and/or the Replacement Provideraffiliates.

Hiring of Employees. ACS shall as soon as reasonably possible following its issuance (a) Upon the Authority’s written request in connection with the end of Term or receipt early termination of a Termination Notice, but in no event later than ten this Agreement Avports will use Reasonable Efforts (10i) Business Days thereafter, provide to Symetra a complete and accurate list of all Substantially Dedicated Resources who were involved in providing the Services during the six (6) month period preceding ACS’ issuance or receipt of such Termination Notice. ACS shall cooperate with and assist (and shall cause its Subcontractors to cooperate with and assist) Symetra, its Affiliates and/or the Replacement Provider in offering employment, at the sole discretion of Symetra, subject to any limitations on disclosure under Law, deliver to the Authority such employment records, terms, and conditions, and other relevant information for purposes of review by the Authority and/or its designee and/or any replacement or all succeeding contractor; (ii) facilitate such interviews of such individual employees for post-expiry or termination positions with the Authority and/or its designee and/or any replacement or succeeding contractor; and (iii) as the Authority may request, subject to the express written consent of the individual affected employees, whether with respect to information only to the extent such offers are made at the time ofinformation identifies individual persons. (b) The Authority is entitled itself or through a designee or replacement or succeeding contractor to subsequently and independently hire any, after all, or no such employees in its and their discretion. For certainty, under no circumstances will any such new employer be liable for claim or loss of any kind or character whatsoever, in Law or in anticipation equity, with respect to such employee’s prior employment (including with respect to any pension, benefit, or wages accrued or owed) or which the employee has or may have for any period prior to and including the date of the Expiration Date. ACS shall be solely responsible for and shall pay to termination of their prior employment or at any such employees of ACS who are hired by Symetra, its Affiliates, and/or the Replacement Provider, all severance and time thereafter that they may have against Avports or any other Avports related payments, if any are payable pursuant to ACS’ standard policies, and shall cause relevant Subcontractors to pay severance and related payments to any such employee of a Subcontractor who is hired by Symetra or its designee, if any are payable pursuant to such Subcontractors’ standard policies. ACS shall release (and shall cause its Subcontractors to release) from any restrictive covenants party including, without limitationclaims for breach of contract, non-compete agreementswrongful dismissal, unpaid wages, unfair dismissal, redundancy payment, any and all forms of the employees hired by Symetraemployment discrimination in violation of any Law, its Affiliates and/ by the Replacement Provider. Notwithstanding any agreements that ACS may have with its employeesand all suits in tort, ACS shall not take or fail to take any actions that would interfere with or prevent Symetra, its Affiliates and/or the Replacement Provider from hiring any or all of such Substantially Dedicated Resources. ACS shall not (and shall ensure that its Subcontractors do not) in any manner communicate disparaging information about Symetra, its Affiliates, and/or the Replacement Provider, equal pay or any other claims or rights of action whatsoever or howsoever arising in connection with their employees, employment with Avports or another Avports related party or their termination. d. A new §11.6 is added immediately after the new §11.5 to transitioning employees or existing employees of Symetra, its Affiliates and/or the Replacement Provider.read as follows:

Hiring of Employees. ACS Subject to the provisions of Section 14.4(a), the parties intend that there will be continuity of employment with respect to all of the Employees, as set forth below. It is agreed that prior to, or in connection with, the Closing, the Buyer shall take no action to cause the Sellers or any Manager to terminate the employment of any Employee, and neither the Sellers nor any Manager shall be under any obligation to terminate any Employee prior to or on the Closing Date. It is further agreed that effective as soon as reasonably possible following its issuance of the Closing Date, the Buyer shall (or receipt shall cause the applicable manager to) offer (or continue the) employment at each Property to all Employees (including but not limited to the Union Represented Employees), including those on vacation, leave of a Termination Noticeabsence, but in no event later than ten (10) Business Days thereafterdisability or layoff, provide to Symetra a complete and accurate list of all Substantially Dedicated Resources who were involved employed by the Manager at such Property on the day immediately preceding the Closing Date. Such offer of (or continued) employment shall be on the same terms (including compensation, salary, fringe benefits, job responsibility and location) as those provided to such Employees by such Manager on the day immediately preceding the Closing Date. Those Employees who accept the Buyer's (or its manager's) offer of employment and commence (or continue) employment with the Buyer (or its manager) on the Closing Date shall hereafter be referred to as “Transferred Employees”. The Buyer shall be liable for any amounts to which any Employee becomes entitled under any benefits or severance policy, plan, agreement, arrangement or program which exists or arises, or may be deemed to exist or arise, as a result of or in providing connection with the Services during transactions contemplated by this Agreement, whether under the six Union Agreement (6to the extent such Employees are covered by the Union Agreement), applicable law or otherwise. The Sellers and the Buyer acknowledge and agree that if the Buyer and any manager enter into any new management agreement (in lieu of the Buyer's assumption of an existing Management Agreement) month period preceding ACS’ issuance as of the Closing, all Employees at the applicable Property as of the Closing Date shall be offered employment by such manager after the Closing Date. The Sellers and the Buyer also agree that, upon the expiration or receipt earlier termination of the Interim Management Agreement, the Buyer shall cause the successor to WHM as manager of the Hilton Boston Property to comply with the terms of this subsection 14.4(b), except that all references to the “Closing” or the “Closing Date” contained in this subsection shall be deemed to refer to the date of such Termination Notice. ACS shall cooperate with and assist (and shall cause its Subcontractors to cooperate with and assist) Symetra, its Affiliates and/or the Replacement Provider in offering employment, at the sole discretion of Symetra, to any expiration or all of such employees, whether such offers are made at the time of, after or in anticipation of the Expiration Date. ACS shall be solely responsible for and shall pay to any such employees of ACS who are hired by Symetra, its Affiliates, and/or the Replacement Provider, all severance and related payments, if any are payable pursuant to ACS’ standard policies, and shall cause relevant Subcontractors to pay severance and related payments to any such employee of a Subcontractor who is hired by Symetra or its designee, if any are payable pursuant to such Subcontractors’ standard policies. ACS shall release (and shall cause its Subcontractors to release) from any restrictive covenants including, without limitation, non-compete agreements, any of the employees hired by Symetra, its Affiliates and/ by the Replacement Provider. Notwithstanding any agreements that ACS may have with its employees, ACS shall not take or fail to take any actions that would interfere with or prevent Symetra, its Affiliates and/or the Replacement Provider from hiring any or all of such Substantially Dedicated Resources. ACS shall not (and shall ensure that its Subcontractors do not) in any manner communicate disparaging information about Symetra, its Affiliates, and/or the Replacement Provider, or any of their employees, to transitioning employees or existing employees of Symetra, its Affiliates and/or the Replacement Providertermination.

Hiring of Employees. ACS shall as soon as reasonably possible following its issuance or receipt of a Termination Notice(i) Prior to the Closing Date, but effective as of the Closing, Buyer shall make offers of employment on an at-will basis to all of the non-represented Employees of the Bens Run Facility and the Specialty Facility (except those on long-term disability or non-medical leave of absence, or who are consultants, independent contractors providing individual services, agents and directors or those who have retired) (each such non-represented Employee, upon accepting an offer of employment from Buyer, a “Transferred Employee”). Each such offer shall be communicated in no event later than ten (10) Business Days thereafter, provide a writing the form of which shall be mutually agreed to Symetra a complete by the Sellers and accurate list of all Substantially Dedicated Resources who were involved in providing the Services during the six (6) month period preceding ACS’ issuance or receipt of such Termination Notice. ACS shall cooperate with and assist (Buyer and shall cause its Subcontractors include base salary or base wages that are the same as were in effect immediately prior to cooperate the Closing Date and employee benefits, including health and medical benefits and severance that, in the aggregate with and assist) Symetrarespect to each Transferred Employee, its Affiliates are similar to those provided to Buyer’s employees in similar or comparable places and/or the Replacement Provider in offering types of employment, at the sole discretion of Symetra, to any or all of such employees, whether such offers are made at the time of, after or in anticipation . For purposes of the Expiration Date. ACS plans, programs and arrangements of Buyer relating to compensation and employee benefits, each Transferred Employee shall be solely credited with all years of service for which such Transferred Employee was credited before the Closing Date under any similar Benefit Plans for purposes of eligibility, vesting and severance but not for purposes of benefit service or accrual or early retirement subsidies, and except to the extent such credit would result in the duplication of benefits. Nothing in this Agreement shall limit the right of Buyer following the Closing to terminate the employment of any Transferred Employee or to change the terms and conditions or rate of salary or wages of any Transferred Employee; it being understood that following the Closing Buyer shall be responsible for the severance obligations with respect to each Transferred Employee under Buyer’s severance plans. (ii) Buyer shall indemnify and shall pay hold harmless Sellers against (A) any severance Liabilities owed in connection with Sellers’ severance plans in effect on the date of this Agreement and paid by Sellers to any such represented employees of ACS the Ben’s Run Facility who are terminated by Seller and not hired by SymetraBuyer as a result of the transactions contemplated by this Agreement and (B) any Liabilities of Sellers arising out of an unfair labor practice claim by the United Steelworkers of America, its Affiliates, and/or AFL-CIO Local Union no. 5760-01 in connection with Buyer not making offers of employment to represented Employees of the Replacement Provider, all severance and related payments, if any are payable Bens Run Facility pursuant to ACS’ standard policies, and shall cause relevant Subcontractors to pay severance and related payments to any such employee of a Subcontractor who is hired by Symetra or its designee, if any are payable pursuant to such Subcontractors’ standard policies. ACS shall release (and shall cause its Subcontractors to release) from any restrictive covenants including, without limitation, non-compete agreements, any of the employees hired by Symetra, its Affiliates and/ by the Replacement Provider. Notwithstanding any agreements that ACS may have with its employees, ACS shall not take or fail to take any actions that would interfere with or prevent Symetra, its Affiliates and/or the Replacement Provider from hiring any or all of such Substantially Dedicated Resources. ACS shall not (and shall ensure that its Subcontractors do not) in any manner communicate disparaging information about Symetra, its Affiliates, and/or the Replacement Provider, or any of their employees, to transitioning employees or existing employees of Symetra, its Affiliates and/or the Replacement ProviderSection 6.2(a)(i).

Hiring of Employees. ACS (a) Buyer shall offer employment to all Employees of Seller covered under any of the collective bargaining agreements listed in Schedule 2.1(23) ('Bargaining Employees") and currently and actively employed in the Business, effective as soon as reasonably possible following its issuance or receipt of a Termination Noticethe Effective Time. Buyer may, but in no event later than ten (10) Business Days thereafterneed not, provide to Symetra a complete and accurate list of all Substantially Dedicated Resources who were involved in providing the Services during the six (6) month period preceding ACS’ issuance or receipt of such Termination Notice. ACS shall cooperate with and assist (and shall cause its Subcontractors to cooperate with and assist) Symetra, its Affiliates and/or the Replacement Provider in offering employment, at the sole discretion of Symetra, offer employment to any or all Employees of such employees, whether such offers are made at the time of, after or in anticipation of the Expiration Date. ACS shall be solely responsible for Seller other than Bargaining Employees and shall pay to any such employees of ACS who are hired by Symetra, its Affiliates, and/or the Replacement Provider, all severance and related payments, if any are payable pursuant to ACS’ standard policies, and shall cause relevant Subcontractors to pay severance and related payments to any such employee of a Subcontractor who is hired by Symetra or its designee, if any are payable pursuant to such Subcontractors’ standard policies. ACS shall release (and shall cause its Subcontractors to release) from any restrictive covenants including, without limitation, non-compete agreements, any of the employees hired by Symetra, its Affiliates and/ by the Replacement Provider. Notwithstanding any agreements that ACS may have with its employees, ACS shall not take or fail to take any actions that would interfere with or prevent Symetra, its Affiliates and/or the Replacement Provider from hiring any or all employees of Holdings or Uniroyal a majority of whose working time (as set out on Schedule 2.1(22)) is devoted to services for Seller, in each case on such Substantially Dedicated Resourcesterms as Buyer deems acceptable, subject to the provisions of this Agreement. ACS Seller shall use its best efforts to assist Buyer in securing the employment of those Employees whom Buyer wishes to hire, subject to the requirements of this Section 7.7. Transferred Employees shall be deemed to have resigned their employment with Seller as of the Effective Date. (b) Buyer will advise Seller as promptly as practicable of the Employees it does not intend to hire. (c) Except as otherwise required by a collective bargaining agreement, a Transferred Employee who is on a leave of absence from Seller on the Effective Date shall not be eligible to participate in Buyer's medical plan until such Transferred Employee's leave of absence terminates and he or she commences employment duties for Buyer, a Transferred Employee who is hospitalized or otherwise institutionalized for medical reasons on the Effective Date shall not be eligible to participate in Buyer's medical plan until such Transferred Employee is discharged from care and he or she commences employment duties for Buyer, and a dependent of a Transferred Employee who is hospitalized or otherwise institutionalized for medical reasons on the Effective Date shall not be eligible to participate in Buyer's medical plan until such dependent is discharged from care. Buyer shall provide all welfare benefits incurred after the Effective Time for all Transferred Employees who are Bargaining Employees according to the applicable collective bargaining agreement. Seller shall be responsible for all welfare benefits for Transferred Employees that are incurred prior to the Effective Time. (d) Buyer's employee benefit plans shall provide, for eligibility and vesting purposes, that the employment of the Transferred Employees with Seller shall ensure that be credited as employment with Buyer (but employment with Seller's predecessors shall be credited only if and to the extent Seller has credited such employment for Seller's own benefit plans). (e) If Seller pays severance or termination payments or payments in lieu of accrued vacation to a Transferred Employee, Buyer shall not be required to carry over the vacation accrual for such Transferred Employee. Transferred Employees who are disabled at the Effective Time shall continue to receive disability benefits from Seller or pursuant to a Seller disability plan until such employee recovers from disability or is re-employed by Buyer. (f) Except as otherwise provided in this Section 7.7, Buyer shall have no liability to employees of Seller or Transferred Employees for events or occurrences which take place or arise prior to Closing or for: (i) Any obligations and claims under the Employee Plans; (ii) Any failure to withhold or remit Taxes; (iii) Any claims for worker's compensation benefits by employees or former employees; (iv) Any claims against Seller for discriminatory employment practices; or (v) Except as provided in paragraph 7.7(h), any obligations Seller has to its Subcontractors do notEmployees or their dependents under sections 601 through 609 of Title I of ERISA ("COBRA"), including such obligations relating to Transferred Employees and their dependents. (g) in any manner communicate disparaging information about Symetra, its Affiliates, and/or the Replacement Provider, or any Seller and Buyer will work together to enable Transferred Employees to transfer appropriate portions of their employeesaccounts under applicable defined contribution Benefit Plans to corresponding defined contribution benefit plans of Buyer after the Closing. (h) All benefits to which any Employee or his or her qualifying beneficiaries may be entitled under COBRA for qualifying events occurring prior to the Effective Time shall be provided for Transferred Employees and their qualifying beneficiaries by Buyer and for all other Employees and their qualifying beneficiaries by Seller. (i) Except to the extent of the Assumed Liabilities, nothing in this Agreement shall cause Buyer to transitioning employees have any liability under or existing employees responsibility for or with respect to any Employee Plan. (j) Seller, Holdings or Uniroyal will not solicit for employment any Transferred Employee for two (2) years after the Effective Date without Buyer's prior written consent; provided that they may solicit for employment any Transferred Employee whose employment is terminated by Buyer or who is responding to a general advertisement not targeted to the Transferred Employee. For purposes of Symetrathis Section 7.7(i), its Affiliates and/or a Transferred Employee's employment by Buyer shall be deemed to have been terminated by Buyer if the Replacement ProviderTransferred Employee's continued employment is made subject to relocation of his or her place of employment by more than 50 miles or subject to a material reduction in compensation or benefits.

Hiring of Employees. ACS Provider shall as soon as reasonably possible following (i) its issuance or receipt of a Termination Notice, but in no event later than ten 10 (10ten) Business Days thereafter, or (ii) the date that is 6 (six) months prior to the end of the Term, but in no event longer than 10 (ten) Business Days thereafter, provide to Symetra Service Recipient a complete and accurate list of all Substantially Dedicated Resources Provider Employees and/or Subcontractors employees who were substantially involved in providing the Services during the six 6 (6six) month period preceding ACS’ Provider's issuance or receipt of such Termination NoticeNotice or the 6 (six) month period preceding the end of the Term, as the case may be. ACS Subject to the provisions of clause 33.13, Provider shall cooperate with and assist (and shall cause its Subcontractors to cooperate with and assist) SymetraService Recipient, its Affiliates and/or the Replacement Provider in offering allowing Service Recipient to (i) continue to use the services of the Provider Employees and/or Subcontractor employees, during the Disengagement Period, or (ii) offer employment, at the sole discretion of SymetraService Recipient, to any or all of such employees, whether such offers are made at the time of, after or in anticipation of the Expiration Date, provided that Service Recipient will not be required to pay to the Provider or any Subcontractors any placement fees for such Employees. ACS Provider shall be solely responsible for and shall pay to any such employees of ACS Provider who are hired by SymetraService Recipient, its Affiliates, and/or the Replacement Provider, all payments due to the Employees in terms of Applicable Laws (including, severance and related payments, if any payments are payable pursuant to ACS’ Provider's standard policies, ) and shall cause relevant Subcontractors to pay all amounts due to the Employees in terms of Applicable Laws (including severance and related payments to any such employee of a Subcontractor who is hired by Symetra Service Recipient or its designee, if any are as may be payable pursuant to such Subcontractors’ ' standard policies). ACS Provider shall release (and shall cause its Subcontractors to release) from any restrictive covenants undertakings including, without limitation, non-compete restraint agreements, any of the employees Employees hired by SymetraService Recipient, its Affiliates and/ and/or by the Replacement Provider. Notwithstanding any agreements that ACS Provider may have with its employeesEmployees or Subcontractors, ACS Provider shall not not, and shall procure that its Subcontractors shall not, take or fail to take any actions that would interfere with or prevent SymetraService Recipient, its Affiliates and/or the Replacement Provider from hiring any or all Provider Employees (and any or all employees of such Substantially Dedicated ResourcesProvider's Subcontractors) who were substantially involved in the provision of Services during the 6 (six) month period preceding Provider's issuance or receipt of a Termination Notice or the 6 (six) month period preceding the end of the Term. ACS Provider shall not (and shall ensure that its Subcontractors do not) in any manner communicate disparaging information about SymetraService Recipient, its Affiliates, and/or the Replacement Provider, or any of their employees, to transitioning employees or existing employees of SymetraService Recipient, its Affiliates and/or the Replacement Provider. Should any court or competent authority find that the employment of the employees as contemplated above amounts to a transaction that falls within section 197 of the Labour Relations Act, 1995, Provider indemnifies Service Recipient as contemplated in clause 33.13 for any and all Losses which Service Recipient may suffer as a result of the employment of such employees or as a result of the termination or expiry of this Agreement, as the case may be.

Hiring of Employees. ACS shall as soon as reasonably possible following its issuance or receipt of a Termination NoticeDuring Disentanglement, but in no event later than ten (10) Business Days thereafter, provide to Symetra a complete and accurate list of all Substantially Dedicated Resources who were involved in providing the Services during the six (6) month period preceding ACS’ issuance or receipt of such Termination Notice. ACS shall Supplier will cooperate with and assist (and shall will use all commercially reasonable efforts to cause its Subcontractors to timely cooperate with and assist) Symetra(i) with Sprint’s (or its designee’s) offering of employment to those Supplier and Subcontractor employees who are selected by Sprint, in its Affiliates and/or sole discretion, and who (A) are dedicated at least [*****] to providing Services being terminated, (B) are Key Personnel or (C) are approved by Supplier and (ii) in effecting, in a manner favorable to Sprint, the Replacement Provider in offering employment, at the sole discretion transition of Symetra, to any or all of such employees, whether such offers are made at the time of, after or in anticipation of the Expiration Date. ACS shall be solely responsible for and shall pay to any such employees of ACS who are hired by Symetra, its Affiliates, and/or the Replacement Provider, all severance and related payments, if any are payable pursuant to ACS’ standard policies, and shall cause relevant Subcontractors to pay severance and related payments to any such employee of a Subcontractor who is hired by Symetra Sprint or its designee, if any are payable pursuant designee (although such employees will not be hired until Supplier no longer needs them to such Subcontractors’ standard policies. ACS shall release (perform the Service and shall cause its Subcontractors to release) from any restrictive covenants including, without limitation, non-compete agreements, any of the employees hired by Symetra, its Affiliates and/ by the Replacement ProviderDisentanglement Services under this Agreement). Notwithstanding any agreements that ACS may have with its employeesthe foregoing, ACS shall Supplier will not take or fail be required to take any actions that would interfere constitute a breach of any agreement, in existence as of the Effective Date, with or prevent Symetra, its Affiliates and/or the Replacement Provider from hiring any or all a Subcontractor regarding non-solicitation of such Substantially Dedicated ResourcesSubcontractor’s employees. ACS shall not Such offers of employment by Sprint (or its designee), if any, will be made during the period starting on the Disentanglement Commencement Date and shall ensure ending on the date that is ninety (90) days after the expiration date. Supplier will be solely responsible for, and will pay, all financial obligations owing or accruing with respect to the period prior to the date that Sprint (or its Subcontractors do notdesignee) in hires any manner communicate disparaging information about Symetra, its Affiliates, and/or the Replacement Provider, or any of their employees, to transitioning employees or existing such employees of SymetraSupplier, and Supplier will use all commercially reasonable efforts to cause each Subcontractor to pay any such financial obligations owing or accruing with respect to the period prior to the date that Sprint (or its Affiliates and/or designee) hires any such employees of such Subcontractor, in accordance with the Replacement Provider.provisions of this Agreement and all Schedules, Exhibits and Attachments attached hereto. [*****] Confidential — Subject to Nondisclosure Obligations SPRINT AND SUPPLIER CONFIDENTIAL