Employees and Employee Benefits (a) On the Closing Date, Purchaser shall offer employment to all Business Employees contingent upon their passing any pre-condition to being employed by Purchaser (including any drug or alcohol screening or other reasonable testing not inconsistent with the testing Purchaser requires of its existing employees) (such employees accepting such offer, the “Transferred Employees”). For a period of one (1) year following the Closing Date, Purchaser shall provide, subject to certain exceptions for related party employment arrangements, each Transferred Employee that remains employed by Purchaser with base salary or base wages (as applicable) and employee benefits (excluding defined benefit pension benefits, change or control benefits, retention bonuses and equity incentive awards) that are substantially similar, in the aggregate, to the salaries, wages and benefits being provides by Seller immediately prior to the Closing. Seller shall use commercially reasonable efforts to cooperate with Purchaser’s efforts to cause all terminated Business Employees that Purchaser desires to hire to accept such employment. Seller shall bear any and all obligations of and Liabilities under WARN or applicable state law resulting from employment losses relating to terminations of Business Employees that result from a failure of any pre-condition to being employed by Purchaser. Except as otherwise expressly set forth in this Section 4.13(a), Seller shall bear all other termination costs incurred by Seller in connection with Seller’s termination of employees within the week following the Closing, excluding termination costs related to Business Employees who are not offered employment with Purchaser or who are not offered employment in compliance with the second sentence of this Section 4.13(a) (the “Specified Termination Costs”). Purchaser acknowledges and agrees that it will bear the Specified Termination Costs. (b) Prior to Closing, Purchaser shall use commercially reasonable efforts to enter into retention bonus agreements with certain Seller employees specified by Purchaser providing for (i) the payment to such specified employees of retention bonuses in an aggregate amount of $500,000, (ii) such payments being made on or prior to the one (1) year anniversary of Closing (the “Retention Payments”) and (iii) each such employee agreeing to be bound by restrictive covenants (including noncompetition and nonsolicitation covenants), in each case on terms and conditions acceptable to Purchaser and such employee; all such amounts to be borne and paid by Purchaser pursuant to Section 1.1(c)(iv). Such agreements may also provide for additional amounts to be payable contemporaneously or immediately following the Closing, which amounts will be borne by Seller (and not assumed by Purchaser) pursuant to Section 1.5(b)(i)(F). (c) Except for accrued payroll and accrued vacation wages included in the Final Closing Net Working Capital, Seller shall be solely responsible, and Purchaser shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former employee, officer, director, independent contractor, or consultant of the Business, including hourly pay, commission, bonus, salary, accrued vacation, sick time, or other paid time off, fringe, pension or profit sharing benefits, or severance pay for any period relating to the service with Seller at any time prior to the Closing, and Seller shall pay all such amounts to all entitled persons prior to the Closing. (d) Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident, or disability benefits brought by or in respect of current or former employees, officers, directors, independent contractors, or consultants of the Business or the spouses, dependents, or beneficiaries thereof, which claims relate to events occurring prior to the Closing. Seller also shall remain solely responsible for all worker’s compensation claims of any current or former employees, officers, directors, independent contractors, or consultants of the Business which relate to events occurring prior to the Closing. Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as and when due. Purchaser shall not assume any Liability under any of the Employee Benefit Plans. (e) Seller and its ERISA Affiliates shall retain and perform all obligations under Section 4980B of the Code (“COBRA”), including COBRA stimulus rules, with respect to all employees of the Business and their covered dependents on the Closing. For the avoidance of doubt, it is understood that Seller shall indemnify and hold Purchaser harmless for any and all costs, Liabilities, and expenses with respect to M&A Qualified Beneficiaries (as such term is defined in Treasury Regulations Section 54.4980B-9) in connection with the transactions contemplated by this Agreement and the other Transaction Documents and arising under Part 6 of Title I of ERISA and Section 4980B of the Code. (f) Nothing contained herein shall (i) be construed to restrict in any way the ability of Purchaser to (A) amend, terminate or modify the duties, responsibilities or employment of any employee or independent contractor, including any Transferred Employee, or (B) to amend, terminated or modify any employee benefit plan or program maintained by Purchaser, (ii) be treated as an amendment or other modification of any compensation or benefit arrangement of Purchaser, or (iii) be construed to create any third-party beneficiary rights in any Business Employee, Transferred Employee, service provider, independent contractor, consultant or any other Person, whether in respect of continued service or resumed service, compensation, benefits or otherwise. (g) With respect to employment Tax matters (i) Purchaser shall not assume Seller’s obligation to prepare, file and furnish IRS Form W-2s with respect to the Transferred Employees for the year including the Closing Date; (ii) Seller and Purchaser shall utilize the “standard procedure” with respect to each Transferred Employee pursuant to the procedure prescribed by Section 4 of Revenue Procedure 2004-53; and (iii) Seller and Purchaser shall work in good faith to adopt similar procedures under applicable wage payment, reporting and withholding Laws for all Transferred Employees in all appropriate jurisdictions.
Employment of Consultants In order to assist the Borrower in carrying out the Project, the Borrower shall employ consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Bank. Such consultants shall be selected in accordance with principles and procedures satisfactory to the Bank on the basis of the "Guidelines for the Use of Consultants by World Bank Borrowers and by the World Bank as Executing Agency" published by the Bank in August 1981. 1. For the purposes of this Schedule:
