Common use of Post-Closing Employment Clause in Contracts

Post-Closing Employment. On the Contribution Closing Date, the Contributor Parties shall, or shall cause their Affiliates to, make available for hiring by New Public Rangers or its Subsidiaries all employees (other than corporate general and administrative personnel) who dedicate their full employment services to the Midstream Business as well as such additional employees as mutually agreed by the Acquirer Parties and the Contributor Parties between the Execution Date and the Contribution Closing Date (each such employee a “Transferring Employee”) and the Acquirer Parties shall, or shall cause their Affiliates to, make offers of at-will employment within a reasonably time prior to the Contribution Closing Date to each such Transferring Employee with such employment to be effective as of the Contribution Closing Date (to the extent such offers of employment are accepted); provided, however, that no individual who is collecting payments under any long-term disability plan or short-term disability plan of the Contributor Parties or their Affiliates as of the Contribution Closing Date (a “Disability Employee”) shall be a “Transferring Employee.” Each employment offer shall be for a position that has duties that are materially consistent with the current position held by such Transferring Employee immediately prior to the Contribution Closing Date and will be made on terms and conditions sufficient to avoid statutory, contractual, common law or other severance obligations. In connection with the foregoing offers of employment, the Acquiror Parties shall grant equity awards in the amounts and to such Transferring Employees as shall be mutually determined by the Acquirer Parties and the Contributor Parties prior to the Contribution Closing Date. Notwithstanding any provision herein to the contrary, the Acquirer Parties and their Affiliates shall have no obligation to hire any Disability Employee who does not return to bona fide service with a Contributor Party or an Affiliate thereof prior to the first anniversary of the Contribution Closing Date, unless otherwise required by applicable Law. To the extent a Disability Employee returns to bona fide service with a Contributor Party or an Affiliate thereof prior to the first anniversary of the Closing Date, such Contributor Party or such Affiliate shall provide the Acquirer Parties with written notice on or as soon as administratively practicable thereafter. Upon receipt of such notice, the Acquirer Parties or an Affiliate thereof shall promptly engage in employment offer and hiring procedures similar to those set forth in this Section 5.18(a) with respect to such Disability Employee.

Post-Closing Employment. On the Contribution Closing Date, the Contributor Parties Devon shall, or shall cause their its Affiliates to, make available for hiring by New Public Rangers or its Subsidiaries all employees (other than corporate general and administrative personnel) who dedicate their full employment services to the Midstream Business Businesses as well as such additional employees as shall be mutually agreed by the Acquirer Parties Devon and the Contributor Parties Crosstex between the Execution Date and the Contribution Closing Date (each such employee a “Transferring Employee”) and the Acquirer Parties Crosstex shall, or shall cause their its Affiliates to, make offers of at-will employment within a reasonably reasonable time prior to the Contribution Closing Date to each such Transferring Employee with such employment to be effective as of the Contribution Closing Date (to the extent such offers of employment are accepted); provided, however, that no individual who is collecting payments under any long-term disability plan or short-term disability plan of the Contributor Parties Devon or their its Affiliates as of the Contribution Closing Date (a “Disability Employee”) shall be a “Transferring Employee.” ”. Each employment offer shall be for a position that has duties that are materially consistent with the current position held by such Transferring Employee immediately prior to the Contribution Closing Date and will be made on terms and conditions sufficient to avoid statutory, contractual, common law or other severance obligations. In connection with the foregoing offers of employment, the Acquiror Parties Crosstex shall grant equity awards in the amounts and to such Transferring Employees as shall be mutually determined by the Acquirer Parties Devon and the Contributor Parties Crosstex prior to the Contribution Closing Date. Notwithstanding any provision herein to the contrary, the Acquirer Parties Crosstex and their its Affiliates shall have no obligation to hire any Disability Employee who does not return to bona fide service with a Contributor Party Devon or an Affiliate thereof prior to the first anniversary of the Contribution Closing Date, unless otherwise required by applicable Law. To the extent a Disability Employee returns to bona fide service with a Contributor Party Devon or an Affiliate thereof prior to the first anniversary of the Closing Date, such Contributor Party Devon or such Affiliate shall provide the Acquirer Parties Crosstex with written notice on or thereof as soon as administratively practicable thereafterpracticable. Upon receipt of such notice, the Acquirer Parties Crosstex or an Affiliate thereof shall promptly engage in employment offer and hiring procedures similar to those set forth in this Section 5.18(a6.9(a) with respect to such Disability Employee.

Post-Closing Employment. On (a) During the Contribution Closing Datetwelve (12)-month period following the Closing, the Contributor Parties shallBuyer shall take, or and shall cause their Affiliates to, make available for hiring by New Public Rangers or the Company and its Subsidiaries to take, all employees (other than corporate general and administrative personnel) who dedicate their full employment services to the Midstream Business as well as such additional employees as mutually agreed by the Acquirer Parties and the Contributor Parties between the Execution Date and the Contribution Closing Date (actions required so that each such employee a “Transferring Employee”) and the Acquirer Parties shall, or shall cause their Affiliates to, make offers of at-will employment within a reasonably time prior to the Contribution Closing Date to each such Transferring Employee with such employment to be effective as of the Contribution Closing Date (to the extent such offers of employment are accepted); provided, however, that no individual who is collecting payments under employed by the Company or any long-term disability plan or short-term disability plan of the Contributor Parties or their Affiliates its Subsidiaries as of the Contribution Closing Date (a “Disability Employee”) shall be a “Transferring Employee.” Each employment offer shall be for a position that has duties that are materially consistent with the current position held by such Transferring Employee immediately prior to the Contribution Closing Date (including employees on vacation, leave of absence, or short or long-term disability) and will be made on terms and conditions sufficient to avoid statutory, contractual, common law or other severance obligations. In connection who continue their employment with the foregoing offers Company or any of employmentits Subsidiaries following the Closing (each, the Acquiror Parties shall grant a “Post-Transaction Employee”) receives base compensation, bonus opportunities and benefits (excluding any equity awards based compensation, bonus or benefits) that, in the amounts and to such Transferring Employees as shall be mutually determined by the Acquirer Parties and the Contributor Parties aggregate, are no less favorable than that provided immediately prior to the Contribution Closing Date. Notwithstanding Closing. (b) From and after the Closing, Buyer shall cause the Company and its Subsidiaries to honor all employment, severance, termination, consulting, retirement and other compensation and benefit plans, arrangements and agreements to which the Company and/or any provision herein of its Subsidiaries is a party with respect to the contraryPost-Transaction Employees, in the Acquirer Parties same manner and their Affiliates shall have no obligation to hire any Disability Employee who does not return the same extent that the Company and its Subsidiaries would be required to bona fide service with a Contributor Party or an Affiliate thereof honor and perform under such agreements as of immediately prior to the first anniversary of Closing; provided, nothing contained herein shall be deemed to prevent Buyer from making or causing amendments to, or terminations of, any such compensation and benefit plans, arrangements or agreements. (c) Buyer shall take, and shall cause the Contribution Closing DateCompany and its Subsidiaries to take, unless otherwise all actions required by applicable Lawso that all Post-Transaction Employees shall receive service credit for all purposes under any employee benefit plans and arrangements in which they participate following the Closing. To the extent a Disability Employee returns to bona fide service with a Contributor Party that Buyer, the Company or an Affiliate thereof prior any of its Subsidiaries modifies any coverage or benefit plans under which the Post-Transaction Employees participate, Buyer, the Company or the applicable Subsidiary shall, subject to the first anniversary approval of any applicable insurance carrier, waive any applicable pre-existing conditions requirements and, to the extent permitted and practicable under the group health and welfare plans, shall give such employees credit under the new coverages or benefit plans for deductibles, co-insurance and out-of-pocket payments that have been paid during the year in which such coverage or plan modification occurs. Buyer shall be solely responsible for any obligations arising under Section 4980B of the Code with respect to all “M&A qualified beneficiaries” (as defined in Treasury Regulation Section 54.4980B-9). (d) To the extent any post-Closing Dateaction of Buyer or the Company and its Subsidiaries would trigger any liability under the Worker Adjustment and Retraining Notification Act of 1988, such Contributor Party as amended (the “WARN Act”), or such Affiliate any similar state or local Law. Buyer shall, and shall provide cause the Acquirer Parties Company and its Subsidiaries to, comply with written any notice or filing requirements under the WARN Act and any similar state or local Law occurring on or as soon as administratively practicable thereafter. Upon receipt after the Closing. (e) This Section 7.4 shall survive the Closing, and shall be binding on all successors and assigns of such noticeBuyer, the Acquirer Parties or an Affiliate thereof shall promptly engage in employment offer Company and hiring procedures similar to those set forth its Subsidiaries. Nothing in this Section 5.18(a) with respect 7.4, shall be construed to such Disability Employeegrant any rights, as a third party beneficiary or otherwise, to any Person who is not a party to this Agreement, and nothing herein shall be deemed to be an adoption of, or an amendment to, any employee benefit plan of the Company or any of its Subsidiaries, Buyer or any of their respective Affiliates. Nothing in this Section 7.4 shall be deemed to limit the right of Buyer or the Company or any of their Subsidiaries to terminate the employment of any employee at any time.

Post-Closing Employment. On (a) During the Contribution Closing Datetwelve (12) month period following the Effective Time, the Contributor Parties shallParent shall take, or and shall cause their Affiliates to, make available for hiring by New Public Rangers or the Surviving Corporation and its Subsidiaries to take, all employees (other than corporate general and administrative personnel) actions required so that all individuals who dedicate their full employment services to the Midstream Business as well as such additional employees as mutually agreed are employed by the Acquirer Parties and the Contributor Parties between the Execution Date and the Contribution Closing Date (each such employee a “Transferring Employee”) and the Acquirer Parties shall, Company or shall cause their Affiliates to, make offers any of at-will employment within a reasonably time its Subsidiaries immediately prior to the Contribution Closing Date Effective Time and who remain employed with Parent, the Surviving Corporation or any of its Subsidiaries following the Effective Time (the “Post-Transaction Employees”): (i) receive base salary or wages and bonus opportunities that are no less favorable than that provided immediately prior to each the Effective Time; and (ii) receive benefits that, in the aggregate, are substantially comparable to those benefits provided to such Transferring Employee employees immediately prior to the Effective Time. (b) From and after the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to honor all employment, severance, termination, consulting, retirement and other compensation and benefit plans, arrangements and agreements to which the Company and/or any of its Subsidiaries is a party with such employment respect to the Post-Transaction Employees. (c) Parent shall take, and shall cause the Surviving Corporation and its Subsidiaries to take, all actions required so that all Post-Transaction Employees shall receive service credit for purposes of vesting and entitlement to benefits under any employee benefit plans, policies and arrangements in which they participate following the Effective Time to the extent credit was given under the applicable employee benefit plan, policy or arrangement of the Company prior to the Effective Time. To the extent that Parent, the Surviving Corporation or any of its Subsidiaries modifies any coverage or the welfare benefit plans under which the Post-Transaction Employees participate following the Effective Time, Parent, the Surviving Corporation or the applicable Subsidiary of the Surviving Corporation shall use commercially reasonable efforts to (i) cause any applicable waiting periods, pre-existing conditions or actively-at-work requirements to be effective as waived under the applicable benefit plan of Parent or the Contribution Closing Date (Surviving Corporation to the extent such offers waiting periods, pre-existing conditions or actively-at-work requirements would have been waived under the applicable Employee Benefit Plan of the Company and (ii) give such employees credit under the new coverages or benefit plans for deductibles, co-insurance and out-of-pocket payments that have been paid during the year in which such coverage or plan modification occurs. Notwithstanding anything to the contrary herein, this Section 9.2(c) shall not apply to the extent that its application would result in the duplication of benefits to any Person. Table of Contents (d) On or before the Effective Time, the Company and its Subsidiaries, as applicable, shall provide a list of the name and site of employment are accepted); provided, however, that no individual who is collecting payments under of any long-term disability plan or short-term disability plan and all employees of the Contributor Parties Company and its Subsidiaries who have experienced, or their Affiliates will experience, an employment loss or layoff, as of those terms are defined in the Contribution Closing Date WARN Act within ninety (a “Disability Employee”90) days prior to the Effective Time. (e) During the period commencing at the Effective Time and continuing thereafter, should Parent terminate any Post-Transaction Employees in such numbers as would trigger any liability under the WARN Act, Parent shall, and shall be a “Transferring Employeecause the Surviving Corporation and its Subsidiaries to, comply with any notice or filing requirements under the WARN Act on or after the Effective Time.” Each employment offer shall be for a position that has duties that are materially consistent with the current position held by such Transferring Employee (f) Effective no later than immediately prior to the Contribution Closing Date and will be made on terms and conditions sufficient to avoid statutory, contractual, common law or other severance obligations. In connection with the foregoing offers of employmentEffective Time, the Acquiror Parties shall grant equity awards in Company will terminate any and all Employee Benefit Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the amounts Code (“Company 401(k) Plans”), and to such Transferring Employees as shall be mutually determined by the Acquirer Parties and the Contributor Parties effective no later than immediately prior to the Contribution Closing DateEffective Time no employee of the Company or any of its Subsidiaries shall have any right thereafter to contribute any amounts to any Company 401(k) Plan, except for contributions made with respect to time periods before the Closing. Notwithstanding any provision herein to At the contraryrequest of Parent, the Acquirer Parties and their Affiliates shall have Company will provide Parent with evidence that each such Company 401(k) Plan has been terminated effective no obligation to hire any Disability Employee who does not return to bona fide service with a Contributor Party or an Affiliate thereof later than immediately prior to the first anniversary Effective Time pursuant to resolutions duly adopted by the board of directors of the Contribution Closing Date, unless otherwise required by applicable Law. To Company. (g) The provisions of this Section 9.2 are solely for the extent a Disability Employee returns to bona fide service with a Contributor Party or an Affiliate thereof prior to the first anniversary benefit of the Closing Dateparties to this Agreement, such Contributor Party and no other Person, including any employee (including any beneficiary or such Affiliate dependent thereof) shall provide the Acquirer Parties with written notice on or be regarded for any purpose as soon as administratively practicable thereafter. Upon receipt a third-party beneficiary of such noticethis Agreement, the Acquirer Parties or an Affiliate thereof shall promptly engage in employment offer and hiring procedures similar to those set forth in no provision of this Section 5.18(a9.2 shall create such rights in any such persons. Nothing herein shall (i) with respect guarantee employment for any period of time or preclude the ability of Parent or the Surviving Corporation to such Disability Employeeterminate the employment of any Post-Transaction Employee at any time and for any reason, (ii) require Parent or the Surviving Corporation to continue any Employee Benefit Plan, or other employee benefit plans or arrangements or prevent the amendment, modification or termination thereof after the Effective Time, or (iii) amend any Employee Benefit Plans or other employee benefit plans or arrangements.

Post-Closing Employment. On (a) During the Contribution twelve (12)-month period following the Closing Date(or, if shorter, the Contributor Parties shallperiod of time during which the Company Employee is employed following Closing), Buyer shall take, and shall cause the Company and its Subsidiaries to take, all actions required so that each individual who is employed by the Company or any of its Subsidiaries as of immediately prior to the Closing (including employees on vacation, leave of absence, or shall cause their Affiliates toshort or long-term disability) (each, make available for hiring by New Public Rangers or its Subsidiaries all employees (other than corporate general and administrative personnel) who dedicate their full employment services to the Midstream Business as well as such additional employees as mutually agreed by the Acquirer Parties and the Contributor Parties between the Execution Date and the Contribution Closing Date (each such employee a “Transferring Company Employee”) and the Acquirer Parties shall, receives: (i) base salary or shall cause their Affiliates to, make offers of at-will employment within a reasonably time base wage rate that is no less favorable than that provided immediately prior to Closing; (ii) target annual cash bonus opportunities that are substantially similar to those provided immediately prior to the Contribution Closing Date to each such Transferring Employee with such employment to be effective as of the Contribution Closing Date Closing; (to the extent such offers of employment are accepted); provided, however, that no individual who is collecting payments under any long-term disability plan or short-term disability plan of the Contributor Parties or their Affiliates as of the Contribution Closing Date (a “Disability Employee”iii) shall be a “Transferring Employee.” Each employment offer shall be for a position that has duties benefits that are materially consistent with substantially similar, in the current position held by aggregate, to either (A) the benefits provided to such Transferring Company Employee immediately prior to the Contribution Closing Date (excluding any change in control benefits), and will be made on terms (B) the benefits provided to similarly situated employees of Buyer; and conditions sufficient (iv) severance pay that is no less than the severance pay provided to avoid statutorysimilarly situated employees of Buyer. (b) Buyer shall provide that, contractualand shall cause the Company and its Subsidiaries to provide that, common law or Company Employees shall receive service credit for all purposes (other severance obligations. In connection with than for purposes of accruals under a defined benefit pension plan) under any employee benefit plans and arrangements in which they participate following the foregoing offers of employment, the Acquiror Parties shall grant equity awards in the amounts and to such Transferring Employees as shall be mutually determined by the Acquirer Parties and the Contributor Parties prior Closing except to the Contribution Closing Date. Notwithstanding any provision herein to the contrary, the Acquirer Parties and their Affiliates shall have no obligation to hire any Disability Employee who does not return to bona fide extent that such service with a Contributor Party or an Affiliate thereof prior to the first anniversary credit would cause duplication of the Contribution Closing Date, unless otherwise required by applicable Lawbenefits. To the extent that Company Employees are newly eligible for health coverage under an employee benefit plan maintained by Buyer or its Subsidiaries (including the Company) for the year in which Closing occurs, Buyer, the Company or the applicable Subsidiary shall use commercially reasonable efforts waive any applicable waiting periods, pre-existing conditions or actively-at-work requirements and shall use commercially reasonable efforts give such employees credit under the new coverages or benefit plans for deductibles, co-insurance and out-of-pocket payments that have been paid during the year in which Closing occurs. (c) For a Disability Employee returns period of ninety (90) days following the Closing, Buyer shall not, and shall cause the Company and its Subsidiaries not to, terminate any Company Employees in such numbers as would trigger any liability under the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), or any similar state or local Law. Buyer shall, and shall cause the Company and its Subsidiaries to, comply with any notice or filing requirements under the WARN Act and any similar state or local Law occurring on or after the Closing. (d) The Company shall, following the execution of this Agreement, (a) use its reasonable best efforts to bona fide service secure from each Person who has a right to any payments or benefits as a result of or in connection with the transactions contemplated herein that would be deemed to constitute “parachute payments” (within the meaning of Section 280G of the Code) a Contributor Party waiver of such Person’s rights to some or an Affiliate thereof all of such payments or benefits applicable to such person (“Waived Section 280G Payments”) so that all remaining payments or benefits applicable to such person shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G of the Code and (b) submit to all stockholders for approval any Waived Section 280G Payments, such that such payments and benefits shall not be deemed to be “parachute payments”. At least one (1) day prior to the first anniversary of the Closing Date, such Contributor Party or such Affiliate the Company shall provide deliver to Buyer evidence reasonably satisfactory to Buyer that (i) a vote of the Acquirer Parties stockholders was solicited in conformance with written notice on or as soon as administratively practicable thereafter. Upon receipt Section 280G of such notice, the Acquirer Parties or an Affiliate thereof shall promptly engage in employment offer Code and hiring procedures similar to those set forth in this Section 5.18(a) the requisite stockholder approval was obtained with respect to any Waived Section 280G Payments (the “280G Stockholder Approval”), or (ii) the 280G Stockholder Approval was not obtained and as a consequence, such Disability EmployeeWaived Section 280G Payments shall not be made or provided to the extent they would cause any amounts to constitute “parachute payments”. At least five (5) days prior to obtaining the waivers contemplated by this Section, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to Buyer for its review and comment (and shall consider any such comments in good faith), in order to ensure that Buyer is satisfied that the stockholder approval will be sought in accordance with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1. (e) The Company shall (or shall cause the applicable plan sponsor to), at least one (1) Business Day prior to the Closing Date, (i) cease contributions to, and adopt written resolutions (or take other necessary and appropriate action(s)) to terminate, the Patriot Environmental Services 401(k) Profit Sharing Plan and any other Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code with a cash or deferred arrangement described in Section 401(k) of the Code (collectively, the “401(k) Plans”) in compliance with its terms and the requirements of applicable Law, (ii) make all employee and employer contributions to the 401(k) Plans on behalf of Company Employees for all periods of service prior to the Closing Date, including such contributions that would have been made on behalf of Company Employees had the transactions contemplated by this Agreement not occurred (regardless of any service or end-of-year employment requirements) but prorated for the portion of the plan year that ends on the Closing Date, and (iii) one hundred percent (100%) vest all participants under the 401(k) Plans, such termination, contributions and vesting to be effective no later than the Business Day preceding the Closing Date. (f) Notwithstanding the preceding provisions of this Section 7.2, this Section 7.2 is not intended to and shall not (i) create any third party rights or give any third party, including Company Employees or any representative or beneficiary thereof, any right to enforce the provisions of this Section 7.2, (ii) amend any benefit plan, including any Employee Benefit Plan, (iii) require Buyer to continue any Employee Benefit Plan or (iv) provide any Company Employee with any rights to continued employment, severance pay or similar benefits following any termination of employment.

Post-Closing Employment. On (a) During the Contribution Closing Datetwelve (12)-month period following the Effective Time, Parent shall take, and shall cause the Surviving Entity and its Subsidiaries to take, all actions required so that all individuals who are employed by the Company or any of its Subsidiaries immediately prior to the Effective Time and who continue their employment with Parent, the Contributor Parties shall, Surviving Entity or shall cause their Affiliates to, make available for hiring by New Public Rangers or any of its Subsidiaries all following the Effective Time (the “Post-Transaction Employees”; provided that the term Post-Transaction Employees shall not include the employees identified on Schedule 7.2(e)): (i) receive base compensation and target bonus and commission opportunities (which shall not include any special, one-time cash incentive opportunities, such as retention bonuses) that are no less favorable than that provided immediately prior to the Effective Time; (ii) receive employee benefits that are substantially comparable, in the aggregate, to those benefits provided to such employees immediately prior to the Effective Time (other than corporate general long-term equity incentive compensation); and administrative personnel(iii) who dedicate their full employment services to the Midstream Business as well as extent that any such additional employees as mutually agreed by are terminated other than for “cause” following the Acquirer Parties Effective Time, receive severance pay and benefits that are no less than the Contributor Parties between severance pay and benefits that would have been payable under the Execution Date and the Contribution Closing Date (each such employee a “Transferring Employee”) and the Acquirer Parties shallseverance plan, policy or shall cause their Affiliates to, make offers of at-will employment within a reasonably time practice in effect immediately prior to the Contribution Closing Date date of this Agreement had such employee been terminated other than for “cause” immediately prior to each the date of this Agreement. (b) From and after the Effective Time, Parent shall cause the Surviving Entity and its Subsidiaries to honor all employment, severance and consulting agreements to which the Company and/or any of its Subsidiaries is a party with respect to the Post-Transaction Employees. (c) Parent shall, and shall cause the Surviving Entity and its Subsidiaries to, use commercially reasonable efforts to cause all Post-Transaction Employees to receive service credit for service with the Company and its Subsidiaries prior to the Effective Time for all purposes where length of service is relevant under any employee benefit plans and arrangements in which such Transferring Employee with such employment Post-Transaction Employees may be eligible to be effective as of participate following the Contribution Closing Date (Effective Time, except to the extent such offers recognition would result in a duplication of employment are accepted); providedbenefits. To the extent that Parent, howeverthe Surviving Entity or any of its Subsidiaries modifies any coverage or benefit plans under which the Post-Transaction Employees participate, that no individual who is collecting payments under any long-term disability plan Parent, the Surviving Entity or short-term disability plan the applicable Subsidiary of the Contributor Parties Surviving Entity shall use commercially reasonable efforts to waive any applicable waiting periods, pre-existing conditions or their Affiliates as actively-at-work requirements and shall give such employees credit under the new coverages or benefit plans or agreements for deductibles, co-insurance and out-of-pocket payments that have been paid during the year in which such coverage or plan modification occurs. Parent shall be solely responsible for any obligations arising under Section 4980B of the Contribution Closing Date Code with respect to all “M&A qualified beneficiaries” (as defined in Treasury Regulation Section 54.4980B-9). (d) For a “Disability Employee”period of ninety (90) days following the Effective Time, to the extent applicable, Parent shall be a “Transferring Employee.” Each employment offer comply, and shall be for a position that has duties that are materially consistent cause the Surviving Entity and its Subsidiaries to comply, with the current position held Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Law; provided that Parent expressly assumes all Liabilities and responsibility for any Losses attributable to any failure by such Transferring Employee immediately Parent or the Surviving Entity at or following the Closing to comply with the WARN Act or any similar state or local Law. (e) If requested by Parent, the Company shall take all actions necessary to terminate the Company’s 401(k) plan effective at least one (1) day prior to the Contribution Closing Date and will be made on terms and conditions sufficient to avoid statutory, contractual, common law or other severance obligationsDate. In connection with the foregoing offers of employmentsuch termination, the Acquiror Parties shall grant equity awards in the amounts Company and Parent agree to such Transferring Employees as shall be mutually determined by the Acquirer Parties and the Contributor Parties prior use commercially reasonable efforts to: (i) amend their respective 401(k) plans to the Contribution Closing Date. Notwithstanding any provision herein to the contrary, the Acquirer Parties and their Affiliates shall have no obligation to hire any Disability Employee who does not return to bona fide service with a Contributor Party extent necessary or an Affiliate thereof prior to the first anniversary of the Contribution Closing Date, unless otherwise required by applicable Law. To Law to facilitate the extent a Disability Employee returns to bona fide service with a Contributor Party or an Affiliate thereof prior to the first anniversary distribution and rollover of the Closing Date, Post-Transaction Employees’ 401(k) plan account balances to a 401(k) plan sponsored by Parent or one of its Subsidiaries; and (ii) take any additional action reasonably required to permit each Post-Transaction Employee who has received an eligible rollover distribution to roll such Contributor Party eligible rollover distribution into a 401(k) plan sponsored by Parent or such Affiliate one of its Subsidiaries as promptly as reasonably practicable following the Effective Time. (f) This Section 8.2 shall provide survive the Acquirer Parties with written notice Effective Time and shall be binding on or as soon as administratively practicable thereafter. Upon receipt all successors and assigns of such noticeParent, the Acquirer Parties or an Affiliate thereof shall promptly engage in employment offer Surviving Entity and hiring procedures similar to those set forth its Subsidiaries. Nothing in this Section 5.18(a8.2 shall: (i) be construed as an amendment or other modification of any Employee Benefit Plan; (ii) create any right in any employee or independent contractor of the Company or any of its Subsidiaries to any continued employment or service with respect the Company, Parent or any of their respective Affiliates; (iii) give any third party any right or remedy of any nature whatsoever under or by reason of this Section 8.2, including any right to enforce the provisions of this Agreement; or (iv) prohibit Parent, the Surviving Entity or any Subsidiary from terminating any Employee Benefit Plan or other agreement or arrangement in accordance with the terms of such Disability EmployeeEmployee Benefit Plan, agreement or arrangement.