Common use of Offer of Employment Clause in Contracts

Offer of Employment. (a) The parties hereto intend that there shall be continuity of employment with respect to all of the employees of the Business. Subject to Purchaser's (or its Affiliates') ordinary ninety-day orientation period, Purchaser shall offer employment at will, commencing on the Closing Date, to all employees, including those on vacation, leave of absence or disability, who were employed by the Business immediately prior to Closing, on substantially the same terms in the aggregate (including salary, fringe benefits, job responsibility and location but excluding employee stock ownership and incentive plans) as those provided to similar employees of Purchaser (or its Affiliates) immediately prior to Closing to the extent permitted under applicable law. Those persons who accept Purchaser's offer of employment and commence working with Purchaser on the Closing Date shall hereafter be referred to as "TRANSFERRED EMPLOYEES." The parties hereto agree that nothing in this Agreement shall limit Purchaser's ability after the Closing Date to modify or terminate (i) the employment of any Transferred Employee or (ii) any benefit policy, plan or program offered to or covering any Transferred Employee. (b) Prior to, or in connection with, the Closing, Purchaser shall take no action to cause the Company or the Business to terminate the employment of any employee of the Business, and neither the Company nor the Business shall be under any obligation to terminate any employee of the Business prior to or on the Closing Date. Purchaser shall be liable for any amounts to which any employee of the Business may become entitled pursuant to any employment or severance contract as a result of, or in connection with, the sale of the Business hereunder. Purchaser agrees that it will not take any action which would give rise to liability under WARN or any similar state, local or federal Law or regulation.

Offer of Employment. (a) The parties hereto intend that there shall be continuity of employment with respect to all of the employees of the Business. Subject to Purchaser's (or its Affiliates') ordinary ninety-day orientation period, Purchaser shall offer employment at will, commencing on the Closing Date, to all employees, including those on vacation, leave of absence or disability, who were employed by the Business immediately prior to Closing, on substantially the same terms in the aggregate (including salary, fringe benefits, job responsibility and location but excluding employee stock ownership and incentive plans) as those provided to similar employees of Purchaser (or its Affiliates) immediately prior to Closing to the extent permitted under applicable law. Those persons who accept Purchaser's offer of employment and commence working with Purchaser on the Closing Date shall hereafter be referred to as "TRANSFERRED EMPLOYEESTransferred Employees." The parties hereto agree that nothing in this Agreement shall limit Purchaser's ability after the Closing Date to modify or terminate (i) the employment of any Transferred Employee or (ii) any benefit policy, plan or program offered to or covering any Transferred Employee. (b) . Prior to, or in connection with, the Closing, Purchaser shall take no action to cause the Company or the Business to terminate the employment of any employee of the Business, and neither the Company nor the Business shall be under any obligation to terminate any employee of the Business prior to or on the Closing Date. Purchaser shall be liable for any amounts to which any employee of the Business may become entitled pursuant to any employment or severance contract as a result of, or in connection with, the sale of the Business hereunder. Purchaser agrees that it will not take any action which would give rise to liability under WARN or any similar state, local or federal Law or regulation.

Offer of Employment. (a) The parties hereto intend that there shall be continuity of employment with respect to all of the employees of the BusinessBusiness other than those employees of the Business that the Company or any of its Affiliates decide to retain in their employ and/or relocate (the "RETAINED EMPLOYEES") (a list of such Retained Employees to be provided to Purchaser prior to the expiration of the Diligence Period). Subject to Purchaser's (or its Affiliates') ordinary ninety-day orientation period, Purchaser shall offer employment at will, commencing on the Closing Date, to all employeesemployees (other than the Retained Employees), including those on vacation, leave of absence or disability, who were employed by the Business immediately prior to Closing, on substantially the same terms in the aggregate (including salary, fringe benefits, job responsibility and location but excluding employee stock ownership and incentive plans) as those provided to similar employees of by Purchaser (or its Affiliates) immediately prior to Closing to the extent permitted under applicable law. Those persons who accept Purchaser's offer of employment and commence working with Purchaser on the Closing Date shall hereafter be referred to as "TRANSFERRED EMPLOYEES." The parties hereto agree that nothing in this Agreement shall limit Purchaser's ability after the Closing Date to modify or terminate (i) the employment of any Transferred Employee or (ii) any benefit policy, plan or program offered to or covering any Transferred Employee. (b) Prior to, or in connection with, the Closing, Purchaser shall take no action to cause the Company or the Business to terminate the employment of any employee of the BusinessBusiness (other than in connection with the retention or relocation of any Retained Employee), and neither the Company nor the Business shall be under any obligation to terminate any employee of the Business prior to or on the Closing Date. Purchaser shall be liable for any amounts to which any employee of the Business Transferred Employee may become entitled pursuant to any employment or severance contract as a result of, or in connection with, the sale of the Business hereunder. Purchaser agrees that it will not take any action which would give rise to liability under WARN or any similar state, local or federal Law or regulation.

Offer of Employment. Except as otherwise set forth herein, the Purchaser shall offer full time employment to all full time employees of the Seller as of the Closing Date and (aexcept as required by law) The parties hereto intend who are not then absent due to serious bodily injury, long-term sickness or disability, layoff or leave of absence; PROVIDED, HOWEVER, that there Davix Xxxxx xxxll not be offered such employment and shall instead receive payments of (i) $47,218 and (ii) full payment for his accrued vacation time ($12,358 assuming that the Closing takes place on February 29, 1996), from Purchaser at the Closing. Such employment shall be continuity at will and not at less than the current cash compensation level of each such employee. Employees who accept such offered employment are herein collectively referred to as the "Transferred Employees". The Purchaser shall afford to all Transferred Employees credit for all of their years of employment with respect the Seller in the determination of (i) vesting and other rights under the Purchaser's benefits programs and (ii) any severance payment made in connection with a termination following the Closing Date (which terminations the Purchaser reserve the absolute right to all make in its discretion). The Seller shall indemnify and hold the Purchaser harmless against any severance payments or other obligations (including, without limitation, any liability for wrongful discharge) that may be due by reason of the (x) termination of employment of any employees of the Business. Subject to Purchaser's (Seller who are not Transferred Employees whether or its Affiliates') ordinary ninety-day orientation period, Purchaser shall offer employment at will, commencing on not such termination occurred before or after the Closing Date, to all employees, including those on vacation, leave of absence or disability, who were employed by the Business immediately prior to Closing, on substantially the same terms in the aggregate and (including salary, fringe benefits, job responsibility and location but excluding employee stock ownership and incentive plansy) as those provided to similar employees of Purchaser (or its Affiliates) immediately prior to Closing to the extent permitted under applicable law. Those persons who accept Purchaser's offer of employment and commence working with Purchaser on the Closing Date shall hereafter be referred to as "TRANSFERRED EMPLOYEES." The parties hereto agree that nothing in this Agreement shall limit Purchaser's ability after the Closing Date to modify or terminate (i) the employment of any Transferred Employee or (ii) any benefit policy, plan or program offered to or covering any Transferred Employee. (b) Prior to, or in connection with, the Closing, Purchaser shall take no action to cause the Company or the Business to terminate the employment of any employee of the Business, and neither the Company nor the Business shall be under any obligation to terminate any employee of the Business prior to or on the Closing Date. Purchaser shall be liable for any amounts to which any employee of the Business may become entitled pursuant to any employment or severance contract as a result of, or in connection with, the sale of the Business hereunder. to the Purchaser agrees that it will not take any action which would give rise to liability under WARN or any similar state, local or federal Law or regulationbeing considered a constructive termination of employment for Transferred Employees.

Offer of Employment. (a) The parties hereto intend Seller shall pay all wages, salaries, commissions, bonuses, incentives and the cost of all fringe benefits provided to each employee of the Seller that there have become due or in the future will be due for work performed on or prior to the Closing, and shall be continuity collect and pay all Taxes in respect of those wages, salaries, commissions, bonuses, incentives and benefits. The Purchaser is not assuming, and shall not have any Liabilities in connection with or relating to, any of the Seller’s former employees, employee benefit plans (including the Plans, as defined in Section 3.20), employee insurance policies, severance or other termination obligations, including obligations under the Worker Adjustment and Retraining Notification Act of 1988 and any similar state or local Laws, or other employment with respect to related matters (all of the employees of the Business. Subject which will be deemed to Purchaser's (or its Affiliates') ordinary ninety-day orientation period, Purchaser shall offer employment at will, commencing on the Closing Date, to all employees, including those on vacation, leave of absence or disability, who were employed by the Business immediately prior to Closing, on substantially the same terms in the aggregate (including salary, fringe benefits, job responsibility and location but excluding employee stock ownership and incentive plans) as those provided to similar employees of Purchaser (or its Affiliates) immediately prior to Closing to the extent permitted under applicable law. Those persons who accept Purchaser's offer of employment and commence working with Purchaser on the Closing Date shall hereafter be referred to as "TRANSFERRED EMPLOYEES." The parties hereto agree that nothing in this Agreement shall limit Purchaser's ability after the Closing Date to modify or terminate (i) the employment of any Transferred Employee or (ii) any benefit policy, plan or program offered to or covering any Transferred Employeeconstitute Excluded Liabilities). (b) Prior to, On or in connection withprior to the Closing Date, the ClosingPurchaser may in its sole discretion offer post-Closing employment to any or all employees of the Seller, subject to Purchaser’s then applicable pre-employment testing, background check and general employment practices; provided, that the Purchaser shall take no action to cause may terminate at any time after the Company or the Business to terminate Closing Date the employment of any employee of who accepts employment with the BusinessPurchaser. The employees who accept and commence employment with the Purchaser are collectively referred to as the “Transferred Employees”. The Seller shall not take any action that would impede, and neither hinder, interfere or otherwise compete with the Company nor the Business shall be under any obligation Purchaser’s effort to terminate hire any employee of the Business prior to or on the Closing DateSeller. The Purchaser shall be liable not assume any responsibility for any amounts to which any employee of the Business may become entitled pursuant Seller until he or she commences employment with the Purchaser. Each Transferred Employee must enter into a confidentiality and proprietary rights agreement in a form satisfactory to any the Purchaser at the time his or her employment or severance contract as a result of, or in connection withcommences. Notwithstanding the foregoing, the sale Purchaser does not presently intend to hire any employees of the Business hereunder. Purchaser agrees that it will not take any action which would give rise to liability under WARN or any similar state, local or federal Law or regulationSeller.

Offer of Employment. (a) The parties hereto intend that there shall be continuity of employment with respect to all of the employees of the BusinessBusiness other than those employees of the Business that the Company or any of its Affiliates decide to retain in their employ and/or relocate (the "Retained Employees") (a list of such Retained Employees to be provided to Purchaser prior to the expiration of the Diligence Period). Subject to Purchaser's (or its Affiliates') ordinary ninety-day orientation period, Purchaser shall offer employment at will, commencing on the Closing Date, to all employeesemployees (other than the Retained Employees), including those on vacation, leave of absence or disability, who were employed by the Business immediately prior to Closing, on substantially the same terms in the aggregate (including salary, fringe benefits, job responsibility and location but excluding employee stock ownership and incentive plans) as those provided to similar employees of by Purchaser (or its Affiliates) immediately prior to Closing to the extent permitted under applicable law. Those persons who accept Purchaser's offer of employment and commence working with Purchaser on the Closing Date shall hereafter be referred to as "TRANSFERRED EMPLOYEESTransferred Employees." The parties hereto agree that nothing in this Agreement shall limit Purchaser's ability after the Closing Date to modify or terminate (i) the employment of any Transferred Employee or (ii) any benefit policy, plan or program offered to or covering any Transferred Employee. (b) . Prior to, or in connection with, the Closing, Purchaser shall take no action to cause the Company or the Business to terminate the employment of any employee of the BusinessBusiness (other than in connection with the retention or relocation of any Retained Employee), and neither the Company nor the Business shall be under any obligation to terminate any employee of the Business prior to or on the Closing Date. Purchaser shall be liable for any amounts to which any employee of the Business Transferred Employee may become entitled pursuant to any employment or severance contract as a result of, or in connection with, the sale of the Business hereunder. <page>Purchaser agrees that it will not take any action which would give rise to liability under WARN or any similar state, local or federal Law or regulation.

Offer of Employment. (a) The parties hereto intend that there shall be continuity Subject to and in accordance with the ------------------- provisions of this Section 7, Buyer may offer employment with respect to any or all of the employees who are employed by Seller in the Business as of the date of this Agreement (the "Employees"). Seller agrees that it will cooperate with Buyer to --------- identify those employees of Seller who are necessary for the conduct the Business. Subject Prior to Purchaser's the Closing, Buyer, shall have the right to contact any or all of the Employees for the purposes of making offers of employment with Buyer (or its Affiliates'any Affiliate designated by Buyer) ordinary ninety-day orientation period, Purchaser shall offer employment at will, commencing on after the Closing Date, to all employees, including those Date and receiving written acceptances of such employment (in each case contingent on vacation, leave consummation of absence the transactions contemplated by this Agreement). Each Key Employee (as defined in Section 8.14 hereof) or disability, other Employee who were is employed by the Business immediately prior to Closing, on substantially the same terms in the aggregate (including salary, fringe benefits, job responsibility and location but excluding employee stock ownership and incentive plans) as those provided to similar employees of Purchaser (or its Affiliates) immediately prior to Closing to the extent permitted under applicable law. Those persons who accept Purchaser's offer of employment and commence working with Purchaser Seller on the Closing Date shall hereafter be referred and who actually transfers to as "TRANSFERRED EMPLOYEES." The parties hereto agree that nothing in this Agreement shall limit Purchaser's ability employment with Buyer (or any Affiliate designated by Buyer) at or after the Closing Date as a result of an offer of employment made by Buyer is hereafter referred to modify or terminate as a "Transferred ----------- Employee." Transferred Employees shall not include any person on a disability -------- leave of more than twenty-six (i26) weeks. Buyer shall not be obligated to hire any employee unless an offer of employment is subsequently made to, and accepted by, such employee; in addition, Buyer shall have no obligation to hire any employees of Seller after the Closing Date. The employment of any Transferred Employee or (ii) any benefit policy, plan or program offered to or covering any Transferred Employee. (b) Prior to, or in connection with, the Closing, Purchaser shall take no action to cause the Company or the Business to terminate the employment of any employee of the Business, and neither the Company nor the Business shall be under any obligation subject to terminate any employee Buyer's established policies generally applicable to new employees, including the execution of the Business prior to or on the Closing Date. Purchaser shall be liable for any amounts to which any employee Buyer's standard form of the Business may become entitled pursuant to any employment or severance contract as a result of, or in connection with, the sale of the Business hereunder. Purchaser agrees that it will not take any action which would give rise to liability under WARN or any similar state, local or federal Law or regulationconfidentiality and invention assignment agreement.

Offer of Employment. (a) The parties hereto intend that there Within thirty (30) days of the date of this Agreement, Seller shall be continuity provide Purchaser with a list of employment the names of each Employee as of a date within thirty (30) days of the date of this Agreement, together with such Employee's location and position or function, annual base salary or wages and any incentive or bonus arrangement with respect to all of the employees of the Business. Subject to Purchaser's (or its Affiliates') ordinary ninety-day orientation period, Purchaser shall offer employment at will, commencing such Employee that is in effect on the Closing Date, to all employees, including those on vacation, leave of absence or disability, who were employed by the Business immediately prior to Closing, on substantially the same terms in the aggregate (including salary, fringe benefits, job responsibility and location but excluding employee stock ownership and incentive plans) as those provided to similar employees of Purchaser (or its Affiliates) immediately prior to Closing to the extent permitted under applicable law. Those persons who accept Purchaser's offer of employment and commence working with Purchaser on the Closing Date shall hereafter be referred to as "TRANSFERRED EMPLOYEES." The parties hereto agree that nothing in this Agreement shall limit Purchaser's ability after the Closing Date to modify or terminate (i) the employment of any Transferred Employee or (ii) any benefit policy, plan or program offered to or covering any Transferred Employeesuch date. (b) Prior to the Closing Date, Purchaser will offer employment, contingent on Closing, to at least 2,392 Employees selected by Purchaser, which number shall include all of the Employees located in Heerenveen, such employment to commence the day following the Closing Date, on terms, taken as a whole, reasonably comparable to those provided to such Employees by Seller, except as otherwise provided herein. Seller will take all necessary actions to terminate, as of the Closing Date, Employees selected by Purchaser. Seller shall pay Employees selected by Purchaser all compensation, commissions, bonuses, benefits (including accrued vacation and sick leave) and incentive payments including, but not limited to, or in connection with, the Closing, Purchaser shall take no action to cause the Company or the Business to terminate the employment of any employee of the Business, FY00 incentive program payments and neither the Company nor the Business shall be under any obligation to terminate any employee of the Business prior to or on severance payments accrued through the Closing Date. Purchaser Seller shall be liable responsible for any amounts to which any employee liabilities arising in connection with or by virtue of the Business may become entitled pursuant employment by Seller of the Employees selected by Purchaser up to and including the Closing Date, including, but not limited to, any employment or severance contract as a result of, or liabilities arising in connection withwith any Benefit Plan, and the sale termination of such employment as of the Business hereunder. Purchaser agrees that it will not take any action which would give rise to liability under WARN or any similar state, local or federal Law or regulationClosing Date.

Offer of Employment. (a) The parties hereto intend that there shall be continuity of employment with respect to all As of the employees of Closing Time, the Business. Subject to Purchaser's (or its Affiliates') ordinary ninety-day orientation period, Purchaser shall offer employment at willto each of the Employees other than the Absent Employees. Upon the return to work of any Absent Employee, commencing on the Closing Date, Purchaser shall offer employment to all employees, including those on vacation, leave each such Absent Employee. Each offer of absence or disability, who were employed by employment to an Employee shall be for compensation which is comparable to the Business immediately prior to Closing, on substantially the same terms compensation which presently exists for each such Employee and for benefits (other than pension benefits which are dealt with separately) which are in the aggregate (including salary, fringe benefits, job responsibility and location but excluding employee stock ownership and incentive plans) as for each Employee classification substantially of comparable value to those provided which presently exist for the Employees of such classifications. Schedule 8.1 lists the applicable Employee classifications. Nothing in this Agreement shall be deemed to similar employees restrict the right of the Purchaser (or its Affiliates) immediately prior to Closing to the extent permitted under applicable law. Those persons deal with such Employees who accept such employment with the Purchaser as employees at will in the same manner as it would be free to deal with such Employees in the absence of this Agreement. The Vendor shall render all reasonable assistance to encourage each Employee to accept the Purchaser's offer of employment and commence working employment. Where elsewhere in this Article 8 or in any Schedule to this Article 8 reference is made to certain events or transactions occurring with Purchaser respect to Transferred Employees on or effective as of the Closing Date shall hereafter be referred or Closing Time, references to as the "TRANSFERRED EMPLOYEES.Closing Date" The parties hereto agree that nothing or "Closing Time" shall, in this Agreement shall limit Purchaser's ability after the Closing Date to modify or terminate (i) the employment case of any an Absent Employee who subsequently becomes a Transferred Employee or (ii) any benefit policy, plan or program offered be read as references to or covering any the date on which such Absent Employee becomes a Transferred Employee. (b) Prior to, or in connection with, the Closing, Purchaser shall take no action to cause the Company or the Business to terminate the employment of any employee of the Business, and neither the Company nor the Business shall be under any obligation to terminate any employee of the Business prior to or on the Closing Date. Purchaser shall be liable for any amounts to which any employee of the Business may become entitled pursuant to any employment or severance contract as a result of, or in connection with, the sale of the Business hereunder. Purchaser agrees that it will not take any action which would give rise to liability under WARN or any similar state, local or federal Law or regulation.

Offer of Employment. (a) The parties hereto intend that there shall be continuity Subject to and in accordance with the provisions of this Section 7, Buyer may offer employment with respect to any or all of the employees identified by Seller to Buyer who are necessary for the manufacture and development of the BusinessProducts at the Chelmsford Facility as of the date of this Agreement (the "Employees"). Subject Seller shall provide reasonable cooperation, including a joint on-site meeting involving Seller, Buyer, and the employees prior to Purchaser's (or its Affiliates') ordinary ninety-day orientation period, Purchaser shall offer employment at will, commencing on the Closing Date, and will make available, as reasonably necessary, one of its human resources employees to all assist Buyer for a period of up to one (1) month after the Closing to facilitate the transition of Seller's employees to Buyer, and to otherwise enable Buyer to offer employment to such employees. Such employment shall be subject to Buyer's established policies generally applicable to new employees. Upon Closing, including Buyer (or any Affiliates designated by Buyer) shall hire those on vacation, leave of absence or disability, Employees to whom it has made an offer in accordance with this Section 7.1 and who were accept such offer in the manner and within the time frame reasonably established by Buyer. Each such Employee who is employed by the Business immediately prior to Closing, on substantially the same terms in the aggregate (including salary, fringe benefits, job responsibility and location but excluding employee stock ownership and incentive plans) as those provided to similar employees of Purchaser (or its Affiliates) immediately prior to Closing to the extent permitted under applicable law. Those persons who accept Purchaser's offer of employment and commence working with Purchaser Seller on the Closing Date shall hereafter be referred and who actually transfers to as "TRANSFERRED EMPLOYEES." The parties hereto agree that nothing in this Agreement shall limit Purchaser's ability employment with Buyer (or any Affiliate designated by Buyer) at or after the Closing Date as a result of an offer of employment made by Buyer is hereafter referred to modify or terminate (i) the employment of any Transferred Employee or (ii) any benefit policy, plan or program offered to or covering any as a "Transferred Employee. " Transferred Employees shall not include any person on a disability leave of more than twenty-six (b26) Prior weeks. Notwithstanding such periodic disclosures made to Seller, Buyer shall not be obligated to hire any employee unless an offer of employment is subsequently made to, or and accepted by, such employee; in connection withaddition, the Closing, Purchaser Buyer shall take have no action to cause the Company or the Business to terminate the employment of any employee of the Business, and neither the Company nor the Business shall be under any obligation to terminate hire any employee employees of the Business prior to or on Seller after the Closing Date. Purchaser shall be liable for any amounts to which any employee of the Business may become entitled pursuant to any employment or severance contract as a result of, or in connection with, the sale of the Business hereunder. Purchaser agrees that it will not take any action which would give rise to liability under WARN or any similar state, local or federal Law or regulation.

Offer of Employment. (a) The parties hereto intend that there shall be continuity of employment with respect to all As of the Closing, the Purchaser shall cause the Acquired Companies to continue the employment, on terms and conditions (e.g., salary, wages, bonuses, commissions, etc.) that specifically and collectively are comparable to such terms and conditions as in effect prior to the Closing, to each of the then employees of the BusinessAcquired Companies listed on Exhibit 6.01, including, but not limited to, active employees, those employees on approved leaves of absence and those employees on disability leaves of absence for a period of less than 6 months (the “Transferred Employees”). Subject Any expressed intention by Purchaser to Purchaser's (continue the employment of the Transferred Employees as set forth in this Section 6.01 will not constitute a contract on the part of Purchaser to a post-Closing employment relationship of any fixed term or its Affiliates') ordinary ninety-day orientation periodduration or upon any terms or conditions other than those that Purchaser may establish pursuant to individual offers of employment, and employment offered by Purchaser shall offer employment is “at will” and may be terminated by Purchaser or by an employee at any time for any reason (subject to any written commitments to the contrary made by Purchaser or an employee and to any requirements of applicable Law). Nothing in this Agreement will be deemed to prevent or restrict in any way the right of Purchaser to terminate, commencing on reassign, promote or demote any of the Transferred Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees. Further, the provisions of this Article VI are for the sole benefit of the parties to this Agreement and nothing herein, expressed or implied, is intended or shall be construed to constitute an amendment to any of the compensation and benefit plans maintained for or provided to Transferred Employees prior to or following the Closing Date, or confer upon or give to all any person (including for the avoidance of doubt any current or former directors, officers, owners, employees, including those on vacation, leave or independent contractors of absence the Acquired Companies) any legal or disability, who were employed by the Business immediately prior to Closing, on substantially the same terms in the aggregate (including salary, fringe benefits, job responsibility and location but excluding employee stock ownership and incentive plans) as those provided to similar employees of Purchaser (equitable rights or its Affiliates) immediately prior to Closing remedies with respect to the extent permitted under applicable law. Those persons who accept Purchaser's offer of employment and commence working with Purchaser on the Closing Date shall hereafter be referred to as "TRANSFERRED EMPLOYEES." The parties hereto agree that nothing matters provided for in this Agreement shall limit Purchaser's ability after the Closing Date to modify or terminate (i) the employment of any Transferred Employee or (ii) any benefit policy, plan or program offered to or covering any Transferred Employee. (b) Prior to, or in connection with, the Closing, Purchaser shall take no action to cause the Company or the Business to terminate the employment of any employee of the Business, and neither the Company nor the Business shall be under any obligation to terminate any employee of the Business prior to or on the Closing Date. Purchaser shall be liable for any amounts to which any employee of the Business may become entitled pursuant to any employment or severance contract as a result of, or in connection with, the sale of the Business hereunder. Purchaser agrees that it will not take any action which would give rise to liability under WARN Article VI or any similar state, local or federal Law or regulationother provision of this Agreement.

Offer of Employment. (a) The parties hereto intend that there Buyer shall be continuity of offer employment with respect to all of the those individuals listed on Schedule 12.1 and any replacements for such employees, and who are employees of the BusinessBusiness on the Closing Date (“Employees”), which offers shall be for comparable positions and at the same level of base wages and/or salary as provided by the Sellers to such Employees immediately prior to the Closing Date. Subject The Sellers shall be responsible for the termination of all Employees, including any Employees who the Sellers do not wish to Purchaser's (transfer to alternative employment with any Seller or its Affiliates') ordinary ninety-day orientation periodan Affiliate of any Seller, Purchaser and shall offer employment at willpay to such Employees their accrued severance, commencing on vacation and termination benefits, if any, in the manner and to the extent provided under the terms of such benefit programs. Upon the Closing Date, the Employees who accept the Buyer’s offer of employment pursuant to all employeesthis Section 12.1 shall be “at will” employees of the Buyer and shall be considered “Transferred Employees” under this Agreement; provided, including those however, the Employees on vacation, a disability leave of absence or disability, who were employed by the Business immediately prior to Closing, on substantially the same terms in the aggregate (including salary, fringe benefits, job responsibility and location but excluding employee stock ownership and incentive plans) as those provided to similar employees of Purchaser (or its Affiliates) immediately prior to Closing to the extent permitted under applicable law. Those persons who accept Purchaser's offer of employment and commence working with Purchaser on the Closing Date (the “Leave Employees”) shall hereafter remain employed by and shall be referred to as "TRANSFERRED EMPLOYEES." The parties hereto agree that nothing in this Agreement shall limit Purchaser's ability after the Closing Date to modify or terminate (i) the employment of any Transferred Employee or (ii) any benefit policy, plan or program offered to or covering any Transferred Employee. (b) Prior to, or in connection with, the Closing, Purchaser shall take no action to cause the Company or the Business to terminate the employment of any employee responsibility of the Business, and neither the Company nor the Business shall be under any obligation to terminate any employee Sellers or an Affiliate of the Business prior Sellers until they return to or on active employment, at which point they will become Transferred Employees if they begin work with the Closing DateBuyer. Purchaser shall be liable for any amounts The Sellers agree to which any employee provide the Buyer with such information reasonably requested by the Buyer to assist it with making the offers of the Business may become entitled employment pursuant to any employment or severance contract as a result of, or in connection with, the sale of the Business hereunder. Purchaser agrees that it will not take any action which would give rise to liability under WARN or any similar state, local or federal Law or regulationthis Section 12.1.

Offer of Employment. (a) The parties hereto intend that there Prior to the Closing, the Purchaser, after notice to the Seller as to the timing and method of contact, shall be continuity have the right to contact any or all of the Continuing Employees for the purposes of making offers of employment with respect to all the Purchaser (or any Affiliate designated by the Purchaser) and receiving acceptances of such employment (in each case contingent on consummation of the employees transactions contemplated by this Agreement). The Seller shall use its Best Efforts to assist the Purchaser in hiring the Continuing Employees selected by the Purchaser. Effective as of the Business. Subject to Purchaser's later of: (or its Affiliates'i) ordinary ninety-12:01 a.m. the day orientation period, Purchaser shall offer employment at will, commencing on following the Closing Date; (ii) the date for the commencement of a Hired Employee's employment with the Purchaser as otherwise agreed to by such Hired Employee and the Purchaser; or (iii) such later date as is set forth opposite such Continuing Employee's name on SCHEDULE 10 (the later of such dates, the "START DATE"), the Purchaser (or any Affiliates designated by the Purchaser) shall hire those Continuing Employees to all employees, including those on vacation, leave of absence or disability, whom it has made an offer in accordance with this Section and who were accept such offer in the manner and within the time frame reasonably established by Purchaser. Each such Continuing Employee who is employed by the Business immediately prior to Closing, on substantially the same terms in the aggregate (including salary, fringe benefits, job responsibility and location but excluding employee stock ownership and incentive plans) as those provided to similar employees of Purchaser (or its Affiliates) immediately prior to Closing to the extent permitted under applicable law. Those persons who accept Purchaser's offer of employment and commence working with Purchaser Seller on the Closing Date shall hereafter be and who actually commences employment with the Purchaser (or the Purchaser's Affiliate) at the Start Date is referred to herein as a "TRANSFERRED EMPLOYEESHIRED EMPLOYEE." The parties hereto agree that nothing Purchaser shall not be obligated to hire any Continuing Employee unless an offer of employment is made to, and accepted by, such Continuing Employee; in this Agreement addition, the Purchaser shall limit Purchaser's ability have no obligation to hire any Continuing Employees of the Seller after the Closing Date to modify Closing. Continuing Employees who reject or terminate (i) who are not offered employment with the employment Purchaser shall remain employees of any Transferred Employee or (ii) any benefit policy, plan or program offered to or covering any Transferred Employee. (b) Prior to, or in connection with, the Seller after the Closing, Purchaser shall take no action subject to cause the Company or the Business to terminate the employment of any employee of the Business, and neither the Company nor the Business shall be under any obligation to terminate any employee of the Business prior to or on the Closing Date. Purchaser shall be liable for any amounts to which any employee of the Business may become entitled pursuant to any employment or severance contract as a result of, or in connection with, the sale of the Business hereunder. Purchaser agrees that it will not take any action which would give rise to liability under WARN or any similar state, local or federal Law or regulationSeller's termination rights.