Common use of Seller's Employees Clause in Contracts

Seller's Employees. Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closing.

Seller's Employees. Purchaser Prior to the Closing Date, the Buyer shall make employment offers to the employees on Schedule 4.25 (except those designated as having been terminated and the UK Transferring Employees to the extent an offer is not necessary under the UK Transfer Regulations) and such employment offer shall include comparable salaries, benefits (subject to applicable law and to the extent comparable benefits are offered under Buyer's current plans, without expansion, and current policies and job responsibilities and so that such employees shall retain their employment dates for purposes of accruing benefits under Buyer's benefit plans, to the extent permitted by Buyer's plans and applicable law). Notwithstanding the foregoing, it is understood that Buyer does not have and will interview not implement a severance policy and evaluate that all such offers shall be contingent on the transactions contemplated being consummated and that such employees shall agree to work on Buyer's premises and that Buyer will not pay any bonuses for any period prior to the Closing or under seller's Bonus plans. It is understood and agreed that Buyer's obligations to offer "comparable benefits" (other than with respect to the UK Transferring Employees) does not require Buyer to expand its current benefit plans or consummate new plans or enter into arrangements with other benefit providers or expand its policies to match Seller's current plans. For instance, Buyer need only offer Seller's employees $50,000 of term life insurance because that is what Buyer provides its employees and Buyer will not be required to increase that amount because Seller may offer more life insurance. Likewise, Buyer is not required to expand its bonus plans, illness policies, vacation policies and the like to meet Seller's policies and Buyer only needs to offer Seller's employees comparable plans and policies offered to Buyer's employees. It is expressly understood and agreed that Buyer need only offer Seller's employees Buyer stock options to the extent and in accordance with policies Buyer offers its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications employees stock options and Buyer need not offer stock options to an employee merely because such employee currently has a stock option granted by Seller. Buyer has provided Seller in connection with the Subject Properties and identified by a letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and it will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails use to offer such employment employees positions and agrees to all of such Persons, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid abide by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closingterms set forth therein.

Seller's Employees. Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed by Seller as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and (such Persons being identified by in a letter of even date herewith from Seller to Purchaser Purchaser) who may desire to be considered for employment by Purchaser, and Purchaser will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, as provided below, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location at whatsoever wages may be determined by Purchaser and Purchaser's customary benefits. For persons hired by Purchaser, Purchaser will (i) give all such Persons credit for years of employment with compensation Seller or its Affiliates, and benefits comparable to those provided (ii) waive or cause the waiver of all waiting periods required before new employees of Purchaser are normally entitled to Purchaser's current employees performing similar tasksemployee benefits of any and all nature, oror make other accommodations equivalent to such a waiver. If Purchaser offers a job to such Person or Persons (a) at the same wages which that Person currently receives from Seller and on the other terms and conditions described in the immediately preceding sentence, if noneregardless of whether such Persons accepts employment with Purchaser, Purchaser shall have no severance obligation with compensation respect to that Person under this Agreement, except as specifically set forth below; and benefits comparable (b)at less than the terms or conditions described in the immediately preceding two sentences or at lower wages than currently being received from Seller, and such Persons accept the offered employment, then Purchaser shall pay to those provided by Seller Such at Closing an amount equal to four weeks wages of the normal wages for each such Person. All offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, except for cause, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 13.20 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 13.20 who decline such employment, except that the foregoing provisions of this Section 13.20 shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closing. Without the express written permission of Seller, Purchaser shall not consider for employment, solicit or contact employees of either Seller for the purpose of hiring same unless such Persons are identified in the letter from Seller to Purchaser identified in this Section 13.20.

Seller's Employees. Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed by Seller as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and (such Persons being identified by in a letter of even date herewith from Seller to Purchaser Purchaser) who may desire to be considered for employment by Purchaser, and Purchaser will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, as provided below, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location at whatsoever wages may be determined by Purchaser and Purchaser's customary benefits. For persons hired by Purchaser, Purchaser will (i) give all such Persons credit for years of employment with compensation Seller or its Affiliates, and benefits comparable to those provided (ii) waive or cause the waiver of all waiting periods required before new employees of Purchaser are normally entitled to Purchaser's current employees performing similar tasksemployee benefits of any and all nature, or, if none, with compensation and benefits comparable or make other accommodations equivalent to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closinga waiver. If any Purchaser offers a job to such Person employed by Purchaser is terminated by Purchaser within six or Persons (6a) months at the same wages which that Person currently receives from Seller and on the other terms and conditions described in the immediately preceding sentence, regardless of Closingwhether such Persons accepts employment with Purchaser, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no severance obligation under this Section 13.19 with respect to that Person under this Agreement, except as specifically set forth below; and (b)at less than the terms or conditions described in the immediately preceding two sentences or at lower wages than currently being received from Seller, and such Persons accept the offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that then Purchaser shall pay to Seller at Closing an amount equal to four weeks wages of the foregoing provisions normal wages for each such Person. All offers shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closing.be

Seller's Employees. Purchaser (a) The parties acknowledge that some current employees of KTI have duties and responsibilities relating to the Excluded Businesses and the Retained Music Business and some employees of Seller have duties and responsibilities relating to the Business. Part 8.10(a) of the Disclosure Letter sets forth (i) all of the employees of KTI and Seller (the "Employees"), (ii) those Employees who will interview be employed by Buyer after Closing and evaluate in accordance with its normal employment procedures (iii) those Persons Employees who will be employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with (or one of its subsidiaries, other than the Subject Properties Subsidiaries) after Closing. The parties further agree that the calculation of the Final Net Tangible Book Value will (A) include any and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaserall liabilities (including, without limitation, accrued vacation and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment salaries) relating to all of such PersonsEmployees to be hired by Buyer upon consummation of the Contemplated Transactions and (B) exclude any and all liabilities relating to such Employees not hired by Buyer upon consummation of the Contemplated Transactions, Purchaser pursuant to Part 8.10(a) of the Disclosure Letter. (b) Buyer agrees that so long as the employees set forth on Part 8.10(b) of the Disclosure Letter remain employed with the Seller or the Subsidiaries, as the case may be, through the Closing, Buyer shall keep such employees in its employ in positions with comparable responsibilities and duties (or the employ of the Subsidiaries, as determined by Buyer in its sole discretion) in the metropolitan Minneapolis, Minnesota area upon terms at least as favorable as their current compensation for at least one year after the Closing; provided, however, this SECTION 8.10(b) shall not, in any manner, limit Buyer's right (or the Subsidiaries' right, as a result the case may be) to terminate such employees prior to the end of such failureone-year period for cause, otherwise be in default under accordance with the customary employment policies and procedures established by Buyer. In the event Buyer Breaches the terms of this AgreementSECTION 8.10(B), but including without limitation, terminating any such employee without cause prior to the first anniversary of the Closing, Buyer shall be required to reimburse Seller liable for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each paying such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon salary from the occurrence date of Closing and such employment shall not commence termination until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months the first anniversary of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closing.

Seller's Employees. Purchaser (a) Within five (5) Business Days of Closing or such other time as the parties may agree (with the exact date to be mutually agreed by Sellers and Buyer) (the "Interim Employment Period"), each Seller shall terminate the employment of all of such Seller's employees and shall, together with and in consultation with Buyer, notify such Seller's employees that the transaction contemplated under the terms of this Agreement has occurred. After such notice is provided, Buyer will interview extend offers of employment to all or substantially all of Sellers' employees on an "at-will" basis at their current compensation as shown on Schedule 5.14(a) and, as a condition to employment with Buyer, will request that each of the Transferred Employees execute and evaluate deliver the Non-Disclosure/Non-Solicitation/Non-Competition Agreement in the form as set forth in Exhibit "B" attached hereto. The Employees who accept such employment and commence employment within five (5) Business Days of the Closing Date, the "Transferred Employees". Sellers shall be solely responsible to pay any severance pay to which their employees may be entitled upon their termination from Sellers. During such Interim Period, Sellers' employees shall remain employees of Sellers for all purposes and Buyer shall engage Sellers to provide the services of Sellers' employees to Buyer in respect of the operation of the Business and Buyer shall promptly, following the end of the Interim 21471555v.18 Employment Period, reimburse Sellers for such services in an amount equal to the fully burdened payroll expenses and employee benefit premiums and other similar out of pocket expenses of such employees for such Interim Period. (b) Buyer will provide to the Transferred Employees the ability to participate in Buyer's benefit plans that are made available to similarly situated employees of Buyer and will provide service credit for seniority and eligibility but not accrual purposes under such benefit plans. (c) Effective as of the end of the Interim Employment Period, the Transferred Employees shall cease active participation in the Benefit Plans. Seller shall remain liable for all eligible claims for benefits under the Benefit Plans that are incurred by the Employees prior to the Interim Employment Period, as provided under the terms of such Benefit Plans or in the event that a Benefit Plan does not so provide, as determined in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or applicable law (subject to Buyer's reimbursement obligation for fully burdened payroll expenses and employee benefit premiums and other similar field classifications by Seller in connection with out of pocket expenses pursuant to Section 7.11(a)). (d) This Section 7.11 shall be binding upon and inure solely to the Subject Properties and identified by letter benefit of even date herewith from Seller each of the parties to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but and nothing in this Section 7.11, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.11. Nothing contained herein, express or implied, shall be required construed to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; providedestablish, amend or modify any benefit plan, program, agreement or arrangement. The parties hereto acknowledge and agree that such reimbursement the terms set forth in this Section 7.11 shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered create any right in any Transferred Employee or any other Person to any continued employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser Buyer or any of its Affiliates within twelve (12) months or compensation or benefits of Closingany nature or kind whatsoever.

Seller's Employees. (a) Within ten (10) calendar days prior to the Closing Date, but effective as of the Closing Date, Purchaser will interview and evaluate in accordance with its normal shall offer employment procedures on an "at- will" basis to those Persons of the employees of Sellers exclusively employed as field personnel in the capacity Division on the Closing Date who are listed on SCHEDULE 6.9. Such offer shall state (i) that each such employee shall be compensated at the same base salary as disclosed in SCHEDULE 4.20, (ii) that each such employee shall be allowed to participate in the employee benefit plans and arrangements maintained for similarly situated employees of pumperTri-Star, foremanand (iii) without limiting or restricting the foregoing, operator, technician, mechanic, superintendent, repairman, utility man, or such other similar field classifications by Seller in connection with the Subject Properties terms and identified by letter conditions of even date herewith from Seller to Purchaser who desire to be considered for employment as determined by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a needdiscretion. If Purchaser fails may, in its sole discretion, elect not to offer such employment to all up to three (3) of the employees listed on SCHEDULE 6.9; provided, however, that Purchaser notifies Sellers of such Personsdecision and such employees' names at least three (3) calendar days prior to the Closing Date. Such employees receiving and accepting Purchaser's offer of employment pursuant to the terms hereof shall hereinafter be referred to as "TRANSFERRED EMPLOYEES". With respect to each Transferred Employee, Purchaser agrees to use reasonable efforts to obtain prior to the Closing Date a Waiver, in the form of EXHIBIT D attached hereto, of any and all rights and claims to any severance package or other severance compensation, payments or benefits under the Aerospace Severance Plan from Sellers as of the Closing Date for periods of employment prior to the Closing Date (the "SEVERANCE CLAIMS"); PROVIDED, HOWEVER, that if Purchaser does not obtain such Waiver from any such Transferred Employee, and Purchaser thereafter hires such employee, Purchaser shall not, assume all liabilities relating to such Severance Claims as a result of set forth in Section 2.1(k) and indemnify Sellers with respect thereto as set forth in Article 8 hereof. Sellers agree to give such failure, otherwise be in default under this Agreement, but shall reasonable assistance to Purchaser as may be required to reimburse Seller for severance benefits paid by Seller obtain the Waivers and Purchaser agrees to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment provide originals of all Waivers so obtained to Sellers at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed employees are subject to restrictive agreements with Sellers, Sellers agree to release such employees from the provisions of such restrictive agreements so as to enable Purchaser to employ these persons. In addition to SCHEDULE 4.20, Sellers will provide such other information and access to work history records relating to the Division's employees as Purchaser may reasonably request. For purposes of Purchaser's vacation plan, each Transferred Employee shall receive service credit for all service by Purchaser is terminated by Purchaser within six (6) months such employee with Sellers or their Affiliates and their predecessors. For purposes of ClosingPurchaser's medical plan, Purchaser shall pay such Person a severance benefit equal agrees to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply waive any limitations regarding pre-existing medical conditions to the extent that so waived in Sellers' medical plan as of the Closing Date as to Transferred Employees, effective immediately after the Closing Date, and as to other persons entitled to coverage under the terms of the Purchaser's medical plan by virtue of their relationship to such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closingemployees.

Seller's Employees. Purchaser Buyer will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity extend offers of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser Seller's employees as of the Closing Date with a hire date effective as of the Closing Date (such employees are hereinafter referred to as the "Rehired Employees"), which offers shall be on terms and conditions which Buyer shall determine in its sole discretion determines discretion. Nothing contained herein shall be deemed to create in any Rehired Employee any right to be treated by Buyer as other than a neednew employee of Buyer. If Purchaser fails to offer such Seller shall terminate the employment to of all of its employees with respect to the Business as of the Closing Date and shall, except as otherwise provided herein, pay all obligations with respect to such Personsemployees, Purchaser shall notand fulfill all obligations under the applicable employee plans (including any benefits to which such employee is entitled, as a result whether pursuant to an agreement with Seller, applicable law or otherwise) in respect of such failure, otherwise be in default under this Agreement, but shall be required all periods prior to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by PurchaserClosing Date; provided, however, that if Seller provides severance for any employee who becomes a Rehired Employee, Buyer shall reimburse the amount of such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12)severance to Seller. Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, orYear-end or holiday bonuses for the calendar year 2001, if noneany, with compensation due and benefits comparable owing Seller's employees shall be the responsibility of Seller only; provided, however, that to those provided by the best knowledge of Seller Such offers no such bonuses are due and owing such employees. Any and all decisions to offer employment to Rehired Employees shall be made prior to Closingby Buyer in its sole discretion, but shall be contingent upon the occurrence of Closing in compliance with all applicable laws, and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser Seller shall have no obligation under responsibility for any such hiring decision nor any liability related to, or otherwise arising from Buyer's employment of any such employees. A list of the Seller's employees to whom Buyer contemplates making offers of employment is attached hereto as Schedule 6.1(a). Nothing contained in this Section 13.19 Agreement shall confer upon any employee of Seller, including any Rehired Employee, any right with respect to Persons offered continuance of employment by Purchaser pursuant Buyer, nor shall anything herein interfere with the right of Buyer to terminate the employment of any of the Rehired Employees at any time, with or without cause, or restrict Buyer in the exercise of its independent judgment in modifying any of the terms and conditions of the employment of the Rehired Employees. No provision of this Section 13.19 who decline such employmentAgreement shall create any third party beneficiary rights in any Rehired Employee, except that the foregoing provisions shall apply any beneficiary or dependents thereof, or any collective bargaining representative thereof, with respect to the extent compensation, terms and conditions of employment and benefits that such Person accepts employment with Purchaser may be provided to any Rehired Employee by Buyer or under any of its Affiliates within twelve (12) months of Closingbenefit plan which Buyer may maintain.

Seller's Employees. (a) On or before the Closing Date, Purchaser will interview make offers of employment to each of the employees of Seller listed on Schedule 4.9 (the “Seller’s Employees”), including offering each such employee the same employee benefits that Sprint generally provides to other employees of Purchaser with similar levels of compensation and evaluate in accordance with its normal job responsibility. Seller represents, warrants and agrees that the hiring and employment procedures those Persons employed as field personnel in by Purchaser of any of the capacity Seller’s Employees and the performance of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications services to Purchaser by Seller any of Seller’s Employees in connection with this employment will not breach any provisions governing non-competition under any written agreements with Seller and any of the Subject Properties and identified by letter Seller’s Employees. (b) Purchaser may communicate with the Seller’s Employees for the sole purpose of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaserproviding information regarding, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Personsmaking offers of, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser to the Seller’s Employees. Purchaser will be hire only those Seller’s Employees who accept employment on the terms and conditions offered by Purchaser. Nothing in this §4.9 or elsewhere in this Agreement (i) obligates Purchaser to employ any of Seller’s Employees for any specific period of time, (ii) alters their “employment-at-will” status, (iii) modifies the terms of any Employee Benefit Plan of Purchaser, or (iv) limits in any way the right of Purchaser to modify or eliminate any benefits for any of Seller’s Employees after the date of their hire by Purchaser. Any offers of employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall Seller’s Employees will be contingent upon the occurrence of the Closing and such the passage of Purchaser’s pre-employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10)screening conducted on similarly situated candidates for employment with Purchaser. Purchaser shall have no obligation under will identify to Seller the Person or Persons who will contact the Seller’s Employees and will coordinate Purchaser’s contact with the Seller’s Employees as permitted by this Section 13.19 §4.9 with respect to a designated Person or Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of ClosingSeller.

Seller's Employees. Purchaser (a) As of the Closing, Buyer shall offer at will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such PersonsRestaurant Employees and Corporate Employees who are employed by Sellers on the Closing Date (collectively, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but the “Employees”) except for the Employees set forth on Schedule 7.3(a) hereof (which Schedule 7.3(a) shall be required delivered by Buyer to reimburse Seller Sellers no later than 5 days prior to the hearing to approve the disclosure statement in the case of a Non-Auction Plan Sale, or 10 days after Buyer is declared the winning bidder in the case of an Auction Sale), for the same or substantially the same position as the Employee held at the date hereof and for the same compensation as received by the Employees as of the date hereof and with the same benefits (other than severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment Employee’s severance is specified below) available to similarly situated employees of Buyer and shall hire such Employees who accept Buyer’s offer. Within three (3) days of delivery by Buyer of Schedule 7.3(a) to Sellers, Sellers shall deliver any notices that are required to comply with Purchaser the WARN Act or any similar Law. Buyer will indemnify and hold Sellers harmless from all liabilities under the WARN Act or any similar Laws, including liabilities caused by the time period between the date Sellers are required to deliver the notices pursuant to the previous sentence and the Closing Date being insufficient to comply with the requisite period of notice under the WARN Act or similar Laws (including attorneys fees and all other related legal costs), arising from Buyer’s implementation of its hiring plans in connection with the transactions contemplated by this Agreement, other than liabilities that could have been avoided had Sellers delivered such notices within the time period set forth in the previous sentence. Buyer shall have no obligation for any severance payments due to any Employee who does not accept Buyer’s offer of employment, provided that such offer of employment is made consistent with the provisions in this Section 7.3(a), or who accepts Buyer’s offer of employment and is subsequently terminated other than as set forth in Section 7.3(b) below. (b) Buyer shall be responsible for all liabilities for severance payments to the following persons (the “Severance Obligations”): (i) any Restaurant Employee (including, without limitation, any Employee listed on Schedule 7.3(a) hereto) who is not offered employment by Buyer consistent with the terms of this Section 7.3, with such severance payments to be made pursuant to the terms and subject to the conditions of the Company’s severance policy as set forth in Schedule 7.3(b)(i) (the “Company’s Severance Policy”); (ii) any Key Employees (including, without limitation, any Employee listed on Schedule 7.3(a) hereto) (A) to whom Buyer fails to make an offer of employment consistent with the terms of the KERP, or (B) whom Buyer hires and then subsequently terminates at a time when the KERP has not expired with respect to such Key Employee in accordance with its terms, with such severance payments to be made in accordance with and to the extent payable under the KERP (regardless of whether the Key Employees at the time of the “consummation of the plan of reorganization” (as defined in the KERP) are employees of Sellers); (iii) any Corporate Employee (including, without limitation, any Employee listed on Schedule 7.3(a) hereto) (other than the Key Employees) who is not offered employment by Buyer consistent with the terms of this Section 7.3, with such severance payments to be made pursuant to the terms and subject to the conditions of the Company’s Severance Policy; (iv) any Corporate Employee (other than a Key Employee) who is hired by Buyer and is then subsequently terminated prior to the first anniversary of the Closing, with such severance payments to be made in accordance with and subject to the conditions of the Company’s Severance Policy (but only to the extent that such Corporate Employee would be eligible for severance under the Company’s Severance Policy in connection with such termination); and (v) except as set forth in Section 7.3(a) above, to any Employee (including, without limitation, any Employee listed on Schedule 7.3(a) hereto) payable as a consequence of any non-compliance under the WARN Act and any similar Law in connection with the transactions contemplated by this Agreement. (c) Buyer shall maintain employee records transferred to Buyer hereunder for a period of not less than four (4) years and during that period shall afford Sellers reasonable access to such records during Buyer’s normal business hours. Buyer shall maintain the confidentiality of such records and limit access thereto in a manner consistent with Buyer’s treatment of its employee records. (d) Buyer agrees with respect to Employees who accept Buyer’s offer of employment: (i) to give such Employees credit under Buyer’s benefits plans, programs, and arrangements, including credit for accrued vacation, for such Employees’ period of service with Sellers to the extent that it would have been recognized under Sellers’ plans as of the date hereof, provided that such credit shall only be taken into account under any retirement plan, including without limitation any tax-qualified plan maintained by Buyer, for purposes of determining such Employees’ eligibility for participation and eligibility to satisfy any hours of service requirement in order to receive an allocation of an employer contribution for the plan year that includes the Closing Date; (ii) to use its commercially reasonable efforts to provide coverage to such Employees under Buyer’s health, medical, life insurance and other welfare plans (A) without the need to undergo a physical examination or otherwise provide evidence of insurability, (B) by taking into account the period of coverage under Sellers’ (or its Affiliates’) plans for purposes of applying any pre-existing condition or similar limitations or exclusions, and (C) by applying and giving credit for amounts paid for the plan year in which the Closing Date occurs as deductibles, out of pocket expenses and similar amounts paid by individuals and their beneficiaries. (e) Buyer and Sellers shall cooperate and use their commercially reasonable efforts to apply the successor employer provisions of Treasury Regulation Section 31.3121(a)(1)-1(b)(2), if applicable, with respect to each Employee hired by Buyer for the year of the Closing, and comply with the alternate procedure requirements set forth in Revenue Procedure 2004-53. (f) Buyer agrees to defend, indemnify and hold harmless Sellers and all of their respective Affiliates within twelve against and in respect of any and all loss, liability, lien, damage, cost and expense, including the cost of investigation and attorneys’ fees, incurred or resulting from Buyer’s non-compliance under the Worker Adjustment and Retraining Notification Act of 1988 (12the “WARN Act”), as amended, and any similar foreign, state or local law, regulation or ordinance. (g) months of Closing.401(k)

Seller's Employees. Purchaser will interview (a) After the Closing Date (or as soon thereafter as may be practicable), Purchasers shall (i) honor the terms of the existing employment agreements with Xxxxx Xxxxxxx (“Xxxxxxx”) and evaluate Xxxx Xxxxxxxxx (“Xxxxxxxxx”), which agreements are being assumed by the Purchasers, and (ii) offer employment to substantially all of Sellers’ employees on such terms and conditions (including benefits) as may be determined by Purchasers in accordance with its normal employment procedures those Persons employed as field personnel their reasonable discretion but which in the capacity aggregate shall be comparable to the terms and conditions under which such Sellers’ employees were employed prior to the Closing Date. Notwithstanding anything herein to the contrary, this Section 6.5 shall not be construed to limit the ability of pumperPurchasers to terminate the employment of any employee at any time for any reason or to review employee benefits programs from time to time and to make such changes as they deem appropriate. (b) Sellers and the Shareholder will use all reasonable efforts to facilitate the transfer of the Sellers’ employees to Purchasers, foremanincluding Xxxxxxx and Xxxxxxxxx, operator, technician, mechanic, superintendent, repairman, utility manand will waive, or cause to be waived, any non-competition, non-solicitation or non-disclosure or similar obligations any such employee granted to or for the benefit of the Sellers or any other similar field classifications by Seller agreement, arrangement or provision that would restrict the activities in which such employees could engage in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for their employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a needthe Purchasers. If Purchaser fails to offer such employment to all Notwithstanding any provision of such Persons, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but nothing herein shall confer on any employee any right to continued employment, except as may be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by law. (c) Seller Such offers and the Shareholder, as applicable, shall be made remain fully responsible for any severance, benefits, costs or liabilities arising out of the termination of any of its employees on or prior to Closingthe Closing Date. Seller and the Shareholder, but as applicable, shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If also remain fully responsible for any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closingbenefits, Purchaser shall pay such Person a severance benefit equal cost or liabilities incurred or accrued prior to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 Closing with respect to Persons offered employment each employee that may be retained by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of ClosingPurchasers.

Seller's Employees. Purchaser will interview (a) At least three (3) Business Days prior to the Closing Date, Buyer shall offer employment to substantially all employees of the Business ("Business Employees"), on substantially the same terms and evaluate conditions as in accordance effect immediately prior to the Closing Date, except as allowed in Section 7.3(b). Buyer shall employ on such terms and conditions any Business Employee who accepts such offer, with such employment to be effective on the Closing Date. Those employees who accept such offer are referred to herein as the "Transferred Employees." As of the Closing Date, Seller shall terminate its normal or their employment procedures those Persons employed relationship with all Business Employees. Seller and Daisytek International Corporation each waives any Claims against Buyer and any Transferred Employees arising from such employment by Buyer, including any Claims arising under any employment agreement, confidentiality agreement or non-competition agreement (including without way of limitation the Noncompetition Agreements) between such Person and Seller. (b) Buyer shall take such action as field personnel may be necessary so that on and after the Closing Date and for one year thereafter, the Transferred Employees are either, as the Buyer may determine, (i) provided employee benefits, plans and programs (including but not limited to incentive compensation, life insurance, welfare, 401(k), pension, severance, salary continuation and fringe benefits) which, in the capacity of pumperaggregate, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications are not materially less favorable than those made available by Seller immediately prior to the Closing Date or (ii) provided employee benefits, plans and programs (including but not limited to incentive compensation, life insurance, welfare, 401(k), pension, severance, salary continuation and fringe benefits) on substantially the same basis as employees of the Buyer having similar responsibilities and positions. For purposes of eligibility to participate and vesting in connection all benefits provided by Buyer to Transferred Employees (other than fully insured welfare benefit plans), such Transferred Employees will be credited with their years of service with the Subject Properties Seller and identified by letter prior employers to the extent service with the Seller and prior employers is taken into account under the plans of even date herewith from Seller the Buyer. Buyer shall use its reasonable best efforts to Purchaser who desire cause the eligibility of any Transferred Employee to participate in any welfare benefit plan or program of Buyer not to be considered subject to any exclusions for employment by Purchaserany pre-existing conditions or waiting periods if such individual has met the participation requirements of similar benefit plans and programs of the Seller. (i) Prior to the Effective Time, and will offer in writing employment to those Persons for whom Purchaser Seller, in its sole discretion determines a needreasonable discretion, shall give Business Employees any notice that Seller may determine to be required or advisable under the WARN Act, any regulation relating thereto, or any similar state or local laws or regulations; and, except as expressly set forth below in this Section 7.3(c)(i), Buyer shall assume no Liability with respect to whether or not Seller elects to provide such notice, to the service of such notice or to the contents of such notice. If Purchaser fails Seller hereby agrees to offer such employment indemnify, defend and hold harmless Buyer and its Affiliates against or with respect to all Liabilities of such PersonsBuyer under the WARN Act or under any similar state, Purchaser shall not, local or foreign law as a result of, or arising out of, the termination by Seller of such failureany Business Employee's employment occurring prior to the Effective Time. (ii) From and after the Effective Time, otherwise be Buyer, in default under this Agreementits sole reasonable discretion, but shall give Business Employees any notice that Buyer may determine to be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaseror advisable under the WARN Act, any regulation relating thereto, or any similar state or local laws or regulations; providedand, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under except as expressly set forth below in this Section 13.19 7.3, Seller shall assume no liability with respect to Persons offered employment by Purchaser pursuant whether or not Buyer elects to this Section 13.19 who decline provide such employmentnotice, except that the foregoing provisions shall apply to the extent service of such notice or to the contents of such notice. Notwithstanding the foregoing, Buyer shall not take any action on or after the Closing Date that such Person accepts would cause any termination of employment with Purchaser of any employees by Seller on or prior to the Closing Date to constitute a "plant closing" or "mass layoff" under the WARN Act or any similar state, local or foreign law or otherwise create any liability to the Seller or any of its Affiliates within twelve for the termination of any employees. Buyer hereby agrees to indemnify, defend and hold harmless Seller and its Affiliates against or with respect to all Liabilities of Seller under the WARN Act or under any similar state, local or foreign law as a result of, or arising out of, the termination by Buyer of any Business Employee's employment occurring from and after the Effective Time. (12d) months The provisions of Closingthis Section 7.3 shall neither create any rights in any Transferred Employee to continued employment with Buyer for any specified period of time, nor create any third-party beneficiary rights in any Business Employee or, if hired by Buyer, any Transferred Employee, or any other Person (including any heir, beneficiary, executor, administrator, or representative of any Business Employee, Transferred Employee or any other Person claiming through any such employee or other Person), with respect to such employee's or other Person's employment or any term or condition thereof.

Seller's Employees. Prior to the Closing Date, and assuming this Agreement is not terminated as earlier provided herein, Seller shall provide Purchaser evidence of compliance with all federal, state and local laws for which Seller has assumed responsibility of compliance under this Agreement, including, without limiting the foregoing, the Worker Adjustment and Retraining Notification Act (the "WARN Act"), the Consolidated Omnibus Budget Reconciliation Act of 1985, and all other applicable federal, state and local laws. Seller agrees to defend, indemnify and hold Purchaser harmless from and against any claims, demands or liabilities arising out of Seller's failure to comply with any such federal, state or local laws. Notwithstanding the two preceding sentences, if the Closing occurs within the sixty (60) day notice period provided under the WARN Act, Seller's employees will interview remain employees of Seller through the sixtieth (60th) day of the notice period, but Purchaser shall assume responsibility for reimbursing Seller for the cost of (1) Seller's active employees to whom Purchaser extends offers of employment, and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser (2) Seller's employees who desire to be considered for are neither offered employment by Purchaser, Purchaser nor offered continued employment by Seller. Such reimbursable costs shall be limited to such active employees' current wages and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a needbenefits from the day after the Closing Date through the sixtieth (60th) day of the notice period. If Purchaser fails to offer such employment to all of such Personscomply with the preceding two sentences, Purchaser agrees to defend, indemnify and hold Seller harmless from and against any claims, demands or liabilities arising out of Purchaser's failure to do so. Seller shall not, as a result continue to be responsible for paying Seller's active employees to whom Purchaser does not extend offers of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid employment and who are offered continued employment by Seller such employees' current wages and benefits from the day after the Closing Date through the sixtieth (60th) day of the notice period. Further, if the Closing occurs within the sixty (60) day notice period provided under the WARN Act, Purchaser agrees to each such Person not defend, indemnify and hold Seller harmless from and against any claims, demands or liabilities arising from the employment of those of Seller's employees to whom Purchaser offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve or who are under the supervision of Purchaser from the day after the Closing Date through the sixtieth (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon 60th) day of the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closingnotice period.

Seller's Employees. (a) Seller terminated its self-insured health insurance plan for hourly employees effective January 1, 2003 and will terminate its self-insured health insurance plan for its remaining employees effective on the Closing Date and accordingly will not provide COBRA coverage to its former employees after the Closing Date. If requested by Purchaser, prior to the Closing Seller will use commercially reasonable efforts to assist Purchaser will interview in identifying all current and evaluate in accordance with its normal employment procedures those Persons former employees of Seller (and their eligible dependents), including without limitation each person employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller within the 36 month period immediately preceding the Closing Date, who may be eligible to elect health care continuation coverage under a Purchaser health plan under COBRA in connection with the Subject Properties sale (as such phrase is described in Section 54.4980B 9, Q&A 8 of the Tax Regulations) contemplated by this Agreement. (b) Seller shall terminate all employees employed at or in connection with the Included Restaurants and identified by letter at Dynamic Foods (the “Seller Employees”), effective upon the Closing, and Seller shall pay and/or otherwise satisfy all obligations of even date herewith from Seller to Seller Employees through the Closing, excluding items assumed by Purchaser who desire pursuant to be considered for employment by PurchaserSection 1.3. Purchaser shall have the right and option, and will but not the obligation, to offer in writing employment to those Persons for whom Purchaser and hire any of Seller Employees as of or after the Closing Date. Except as otherwise set forth in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such PersonsSection 1.3 above, Purchaser shall notnot assume any liabilities or obligations of Seller with respect to the Seller’s Employees, including those employees hired by Purchaser. To the extent Purchaser offers employment to any such employees of Seller and such employees accept employment with Purchaser, Purchaser will have complete discretion as to the terms of employment that are offered to such persons, and Seller will provide Purchaser access to employee personnel files and information on medical and workmen’s compensation claims with respect to such employees. Nothing contained in this Section 4.4 is intended to confer upon any of the Seller’s Employees any right to continued employment after evaluation by Purchaser of its employment needs after the Closing Date. Notwithstanding any other provision of this Agreement, the parties hereto do not intend to create any third-party beneficiary rights respecting any of the Seller’s Employees or former employees as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation the provisions herein and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If specifically hereby negate any such Person employed by Purchaser is terminated by Purchaser within six intention. (6c) months Notwithstanding Purchaser’s decision to hire any of Closingthe Seller’s Employees, Purchaser shall pay not be liable or obligated under any employee benefit plan or for any other employee benefits that may have been established by Seller for its employees or health insurance benefits that may have accrued to such Person a severance benefit equal employees prior to the amount determined Closing Date. Except as otherwise provided by multiplying each Section 1.3, Seller expressly acknowledges that it has sole liability for all compensation and employee benefit costs accrued as of the Closing Date and as between Purchaser and Seller, for all medical, workmen’s compensation and other similar costs and expenses for any employee condition, illness or injury, unless the employee becomes an employee of Purchaser and then only for such employee's normal weekly wage condition, illness or injury which arose before the employee became an employee of Purchaser, whether or not any or all of such employees are subsequently hired by ten Purchaser. Without limiting the generality of the foregoing, Seller acknowledges and agrees that, except as otherwise set forth in Section 1.3 above, Seller shall retain all liabilities and obligations relating to its Benefit Plans, including without limitation any liabilities or obligations relating to any employee pension plans subject to Title IV of ERISA or Section 412 of the Code, and that Purchaser does not assume the sponsorship of, the responsibility of contributions to, or any liabilities in connection with any Benefit Plan. (10). d) Purchaser shall have no obligation under this Section 13.19 to provide severance benefits on behalf of any of the Seller’s Employees. Seller acknowledges that it is solely responsible for issuing, serving and delivering all orders and notices required, if any, pursuant to the Worker Adjustment and Retraining Notification Act (the “WARN Act”), as amended, in connection with the termination of employees of Seller prior to the Closing Date and for any financial obligations and liabilities in connection therewith or otherwise required in connection with the termination of the Seller Employees. Notwithstanding the foregoing, Purchaser agrees to hire and provide compensation and benefits to Seller Employees employed at Dynamic Foods to the extent necessary to avoid any requirement that Seller deliver notifications with respect to Persons offered employment by Purchaser its Dynamic Foods employees pursuant to the WARN Act. (e) Except as provided by Section 4.4(b), Seller agrees that for the 90 day period preceding the Closing, it shall not terminate any employees employed at Dynamic Foods because of this Section 13.19 who decline Agreement or in anticipation of the Closing and may only terminate any such employmentemployee for their individual performance or behavior based reason(s). Further, except that upon Closing, Seller agrees to provide Purchaser with a list of Seller Employees terminated during the foregoing provisions shall apply 90 days preceding Closing, with each employee’s name, date of hire, work location, date of termination and reason for termination. (i) If Purchaser is the winning bidder pursuant to the extent Bid Procedures, Seller will permit Purchaser to meet with Seller Employees prior to the Closing to arrange for the transition of ownership and to discuss employment with Purchaser, and (ii) Purchaser may meet with management and headquarters personnel of Seller following approval of the Bid Procedures by the Bankruptcy Court, provided that such Person accepts employment meetings shall be held at such times and in such a manner so as not to interfere with Purchaser or any the normal business operations of its Affiliates within twelve (12) months of Closingthe Restaurants and Dynamic Foods.

Seller's Employees. Purchaser Seller shall outsource its employees listed on SCHEDULE 8.3 hereto to Buyer. Any Seller's employees so selected by Buyer will interview and evaluate in accordance with its normal employment procedures those Persons employed dedicate all of his work time to Buyer's affairs without being considered as field personnel Buyer's employee. Notwithstanding the said, such employees will assist Seller in the capacity collection of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter all accounts receivable from Seller's customers. Any resignation of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement Seller's employee shall not exceed that amount determined by multiplying each such employeeconstitute breach of Seller's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 Section. In the event that Buyer shall decide not to receive outsourcing services of any of the employees listed on Schedule 8.3, Buyer shall provide Seller in advance and in writing with respect names of such Employee. The term of such advance notice shall not be shorter then the term of the advance notice which such employee is entitled to Persons offered receive under his employment agreement with Seller, provided, however, that Buyer shall be notified in advance by Purchaser pursuant to Seller of those Employees, whose term of the required advanced notice exceeds 30 days. Buyer shall reimburse Seller, in cash, for the full cost of the salaries and benefits, not later then the date in which such salaries and benefits shall be paid by the Seller (but not severance payments and payments in xxx of advanced notice) of the employees employed by Seller for Buyer ,plus V.A.T. during the term in which such employees are outsourced. For any payment under this Section 13.19 who decline 8.3 Seller shall issue to buyer an Invoice ("Cheshbonit Mass"). At all time Buyer is permitted to employ any of Seller's Employees. Subject to applicable cogent law, the Seller shall not grant any general or uniform increase in the rates of pay of employees of the Seller engaged in the performance of the Business, nor grant any general or uniform increase in the benefits under any bonus or pension plan or other contract or commitment to, for or with any such employmentemployees; and the Seller shall not increase the compensation payable or to become payable to any employee relating to, except that or connected with, the foregoing provisions Business, or increase any bonus, insurance, pension or other benefit plan, payment or arrangement made to, for or with any such employee. During the 24_months period following the Closing, neither Seller nor its Affiliates and any of its Major Shareholders and their respective Affiliates ("First Party"), shall apply to the extent that such Person accepts employment with Purchaser directly or indirectly solicit or encourage any officer, employee or consultant of Buyer or any of its Affiliates within twelve or subsidiaries (12"Second Party") months to leave its employment/engagement for employment/engagement by or with such First Party or any competitor of Closingthe Second Party.

Seller's Employees. Purchaser (a) Not less than ten (10) business days before the Closing Date, the Sellers will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller deliver to Purchaser who desire an updated schedule of Sellers’ employees with all of the information contained on Schedule 4.11(a). Purchaser may offer employment to such individuals at Purchaser’s sole and absolute discretion. If Purchaser determines to offer employment to any such individuals, any such employment shall be considered solely on an “at will” basis and Purchaser shall not have any obligation to continue employing such employees for employment by any length of time thereafter, except for Cxxxxx XxXxxxxx with whom the Purchaser intends to enter into an Employment Agreement. (b) The Sellers will use all reasonable efforts to facilitate the transfer of the Sellers’ employees to Purchaser, and will offer waive, or cause to be waived, any non-competition, non-solicitation or non-disclosure or similar obligations any such employee granted to or for the benefit of the Sellers or any other agreement, arrangement or provision that would restrict the activities in writing which such employees could engage in connection with their employment to those Persons for whom Purchaser in its sole discretion determines a needby Purchaser. If Purchaser fails to offer such employment to all Notwithstanding any provision of such Persons, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but nothing herein shall confer on any employee any right to continued employment, except as may be provided by law or by agreement between the Purchaser and any employees. (c) The Sellers shall be required to reimburse Seller responsible for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current any Payroll Liabilities arising out of the termination of any of its employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made on or prior to Closingthe Closing Date. The Sellers shall also remain fully responsible for any payroll, but shall be contingent upon the occurrence of Closing bonus, benefits, cost or liabilities, including without limitation any union costs and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closingliabilities, Purchaser shall pay such Person a severance benefit equal incurred or accrued prior to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 Closing with respect to Persons offered employment each employee that may be retained by Purchaser pursuant to this Section 13.19 who decline such employmentPurchaser. (d) As of the Closing Date, except that the foregoing provisions shall apply Sellers will terminate all of its employees and will pay each employee all wages, accrued bonuses and commissions, and accrued vacation pay earned up to the extent that such Person accepts employment with Purchaser or any time of its Affiliates within twelve (12) months of Closingtermination, including overtime pay.

Seller's Employees. Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by recognizes that Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller intends to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to terminate all of such Persons, the Employees at Closing. Purchaser shall not, as a result of such failure, otherwise be in default under this Agreementmay, but shall be required have no obligation to, offer employment to reimburse Seller for severance benefits paid any or all of Seller’s employees who are employed by Seller to each such Person not offered employment by Purchaser; provided, as of the date of this Agreement (the “Employees”) on any terms that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closingemployee deem mutually acceptable. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Prior to the Closing, Purchaser shall pay have the right to contact any or all of the Employees for the purposes of making offers of employment with Purchaser after the Closing and receiving written acceptances of such Person a severance benefit equal to employment (in each case contingent on consummation of the amount determined transactions contemplated by multiplying each such employee's normal weekly wage by ten (10this Agreement). Purchaser shall not be obligated to hire any Employee unless an offer of employment is made to, and accepted by, such Employee; in addition, Purchaser shall have no obligation under to hire any Employees of Seller after the Closing. It is expressly agreed and understood that neither Purchaser nor Seller has any right, power or authority to control, direct or regulate the labor relations and human resources policies and procedures of the other, that neither is deemed to constitute the agent or representative of the other and that neither is liable in any manner whatsoever for the acts or omissions of the other, its agents, representatives or employees. All of Seller’s present or former employees which Purchaser elects to hire, if any, will be deemed to constitute “new hires” of Purchaser. For the avoidance of doubt, and notwithstanding anything in this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except Agreement that the foregoing provisions shall apply might be construed or asserted to the extent that such Person accepts contrary, Seller shall retain any and all liabilities, responsibilities and obligations in any way arising from or relating to Seller’s employment with Purchaser or treatment of the Employees, including, without limitation, any and all liabilities, responsibilities and notice or other obligations under the federal Worker Adjustment and Retraining Notification (WARN) Act or any similar state or local law, or otherwise, relating to Seller’s termination of its Affiliates within twelve (12) months the employment of Closingany Employees, and Purchaser shall not under any circumstance be responsible for any such liabilities, responsibilities or obligations.

Seller's Employees. Purchaser (a) The parties acknowledge that some current employees of KTI have duties and responsibilities relating to the Excluded Businesses and the Retained Music Business and some employees of Seller have duties and responsibilities relating to the Business. PART 8.10(a) OF THE DISCLOSURE LETTER sets forth (i) all of the employees of KTI and Seller (the "Employees"), (ii) those Employees who will interview be employed by Buyer after Closing and evaluate in accordance with its normal employment procedures (iii) those Persons Employees who will be employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with (or one of its subsidiaries, other than the Subject Properties Subsidiaries) after Closing. The parties further agree that the calculation of the Final Net Tangible Book Value will (A) include any and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaserall liabilities (including, without limitation, accrued vacation and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment salaries) relating to all of such PersonsEmployees to be hired by Buyer upon consummation of the Contemplated Transactions and (B) exclude any and all liabilities relating to such Employees not hired by Buyer upon consummation of the Contemplated Transactions, Purchaser pursuant to PART 8.10(a) OF THE DISCLOSURE LETTER. (b) Buyer agrees that so long as the employees set forth on PART 8.10(b) OF THE DISCLOSURE LETTER remain employed with the Seller or the Subsidiaries, as the case may be, through the Closing, Buyer shall keep such employees in its employ in positions with comparable responsibilities and duties (or the employ of the Subsidiaries, as determined by Buyer in its sole discretion) in the metropolitan Minneapolis, Minnesota area upon terms at least as favorable as their current compensation for at least one year after the Closing; provided, however, this SECTION 8.10(b) shall not, in any manner, limit Buyer's right (or the Subsidiaries' right, as a result the case may be) to terminate such employees prior to the end of such failureone-year period for cause, otherwise be in default under accordance with the customary employment policies and procedures established by Buyer. In the event Buyer Breaches the terms of this AgreementSECTION 8.10(b), but including without limitation, terminating any such employee without cause prior to the first anniversary of the Closing, Buyer shall be required to reimburse Seller liable for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each paying such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon salary from the occurrence date of Closing and such employment shall not commence termination until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months the first anniversary of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closing.

Seller's Employees. Purchaser anticipates offering employment effective as of the Closing to a substantial portion of the employees of Seller (“Seller’s Employees”) on terms and conditions, including base salary, which is substantially similar to Seller’s Employees’ current base salary, and benefits which are substantially similar to similarly situated employees of Purchaser. Purchaser shall make such offers on or before the Closing Date, and conditioned upon the successful completion of the Closing. Seller makes no representation as to whether Employees will interview and evaluate in accordance accept employment with Purchaser, but Employees who accept employment with Purchaser shall be known as the “Hired Employees”. Purchaser reserves the right to implement all of its normal pre-hiring conditions and to offer employment procedures those Persons employed on such terms and conditions as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser it determines in its sole discretion determines a needdiscretion. If Purchaser fails to offer such employment to all No provision in this Agreement shall create any third party beneficiary or other right in any Person for any reason, including, without limitation, in respect of such Personscontinued, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts resumed or new employment with Purchaser or any Seller. The Seller shall remain liable for all Liabilities to Seller’s employees for the period prior to and through the completion of its Affiliates within twelve the Closing including those arising under Seller’s benefit and compensation plans, except as expressly reflected in the Final Working Capital Statement. Subject to the Closing occurring, Seller shall cease to employ Seller’s Employees effective as of the Closing Date, and the Purchaser shall then immediately become the employer of the Hired Employees. Purchaser agrees that it will offer employment to at least 74 of Seller’s employees at the Renville location, at least 158 of Seller’s employees at the Xxxxxxxx location, at least 62 of Seller’s employees at the California locations, and at least 56 of Seller’s employees at the Abbeville location. Purchaser shall cause each Hired Employee and his or her spouse and eligible dependents to be covered or offered coverage, effective immediately upon the Closing Date, under a group health plan maintained by Purchaser or an Affiliate of Purchaser that provides medical, prescription drugs, vision and dental benefits. Purchaser shall take such actions as are necessary to cause the employee benefit plans and compensation programs maintained by Purchaser to grant credit for each Hired Employee’s service with Seller for all purposes under such plans and programs, including, but not limited to for purposes of eligibility, benefit accrual (12) months other than benefit accruals under a defined benefit pension plan), contribution rates and for purposes of Closingdetermining the amount of, and entitlement to, benefits.

Seller's Employees. Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller Buyer has agreed to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails employees of Seller listed on Schedule 2.2, and those employees who accept Buyer’s offer of employment are referred to herein as the “Hired Employees.” The parties acknowledge and agree that other than with respect to the employees set forth on Schedule 2.2, Buyer has no obligation hereunder or otherwise to offer such employment to all any employees of such PersonsSeller and Buyer shall have no responsibility for any employees of Seller other than post-Closing obligations with respect to the Hired Employees. Buyer is not assuming and shall have no obligations with respect to any Liabilities of Seller in relation to Seller’s current or former employees, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance including any compensation or employee benefits paid provided by Seller to each any such Person not offered employment by Purchaser; providedemployees, that such reimbursement other than the Hired Employees. Without limiting the foregoing, Buyer shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation have any liability for any run-out claims under any of Seller’s benefit plans or programs and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closingbe liable for any funding obligations related to any Seller retirement plan. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser Buyer shall have no obligation obligations as a successor employer under this Section 13.19 any multi-employer retirement or welfare plan. As such, Seller shall remain solely responsible for, and shall satisfy in the ordinary course of business, any and all Liabilities of Seller to or in relation to its current and former employees, other than the Hired Employees, including with respect to Persons offered compensation, employee benefits, unemployment benefits, or severance provided, payable, or claimed to be owing to such employees with respect to their employment by Purchaser pursuant to Seller. All such Liabilities described in this Section 13.19 who decline such employment2.2, except that the foregoing provisions shall apply with respect to the extent that such Person accepts Hired Employees, shall constitute Excluded Liabilities within the meaning of this Agreement. Notwithstanding anything contained herein to the contrary, (i) except as set forth in Section 7.4 with respect to the Transition Period, Seller shall not have any Liability for any obligations arising out of or with respect to Buyer’s employment of the Hired Employees on or after the Closing Date; and (ii) Buyer shall not have any Liability for any obligations arising out of or with Purchaser or any respect to Seller’s employment of its Affiliates within twelve (12) months of Closingthe Hired Employees before the Closing Date.

Seller's Employees. (a) Purchaser will interview and evaluate in accordance with its normal shall deliver to Seller a list, on the Initial Closing Date on Schedule 6.8-1, of those employees to whom it intends to extend offers of employment procedures those Persons employed as field personnel in ("Hired Employees"). The Parties recognize that certain other employees of Seller may be needed to perform certain services during all or part of the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by PurchaserTransition Period, and will offer in writing employment a list of those employees shall be delivered to those Persons for whom Seller by Purchaser in its sole discretion determines a needon the Initial Closing Date on Schedule 6.8-2 ("Transition Employees"). If Purchaser fails With respect to offer such employment to all of such Personsthe Transition Employees, Purchaser shall notbe responsible for offering and paying any "stay" bonus with respect to the Transition Period if and to the extent that Purchaser determines to pay any "stay" bonus, and Seller shall be responsible for paying any and all severance and other payments that may be due as a result of the transactions contemplated herein. Purchaser intends to extend offers of employment to the Hired Employees on substantially the same terms as such failureemployees had with Seller immediately prior to the Final Closing Date. If Purchaser determines, otherwise during the Transition Period, that it does not wish to extend, or that it wishes to rescind, an offer of employment to one or more Hired Employees, then Purchaser shall be responsible for paying any and all severance and other payments that have accrued or will accrue from and after the Initial Closing Date that may be due as a result of the termination of his or her employment or as a result of the consummation of the transactions contemplated herein. Seller shall take no action that reasonably would be expected to prevent any employee from accepting employment with Purchaser (for instance, Seller shall not disparage Purchaser or the Acquired Division, their respective employees or management, or their respective business plans). Except as specified in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location not assume and will have no obligation with compensation and benefits comparable respect to those provided to Purchaser's current employees performing similar tasksany employee bonus, orretirement, if nonepension, with compensation and benefits comparable to those provided by profit sharing, incentive, deferred compensation, medical, retiree medical, retiree life, other insurance plan, employee severance, vacation or sick leave plan or policy or other employee benefit plan of Seller Such offers shall be made prior to Closingof any kind (collectively, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10"Employee Benefit Plans"). Purchaser shall have no obligation under this Section 13.19 responsibility for any Accrued Consideration and Benefits. However, Purchaser agrees to use commercially reasonable efforts to give to each employee of Seller who is hired by Purchaser on the Final Closing Date credit for past service with Seller for purposes of participation in and vesting with respect to Persons offered employment by any employee, retirement, pension, profit sharing, bonus, incentive, deferred compensation, medical, vacation, sick leave or other employee benefit plan of Purchaser pursuant in which such employee may be eligible to this Section 13.19 who decline such employmentparticipate, except that the foregoing provisions shall apply and, in connection therewith, Purchaser shall, to the extent prudent under applicable law, permit each Hired Employee the option to obtain such past service credit for accrued vacation leave or to accept payment from Seller for such accrued vacation leave (in which case, no past service credit shall be provided by Purchaser to such Hired Employee). However, Purchaser will not be required to establish or adopt any employee benefit plan or policy to accommodate Seller's employees. Purchaser shall take commercially reasonable steps to waive any applicable waiting period and pre-existing condition exclusions related to any newly established ss.401(k) plan and health insurance benefits. Purchaser shall adopt a vacation and sick leave plan substantially similar to that such Person accepts employment with applicable to Seller's employees prior to the Initial Closing Date. Purchaser is not, and shall not be deemed to be, a successor employer to Seller or any affiliate thereof with respect to any employee benefit plan of Seller; and no plan adopted or maintained by Purchaser after the Final Closing Date is or shall be deemed to be a "successor plan" (as such term is defined in Section 4021(a) of the Employee Retirement Income Security Act). Purchaser shall notify Seller: (i) when Purchaser, after the Final Closing Date, offers health insurance benefits to the Hired Employees that Purchaser actually hires, and (ii) if such health insurance benefits exclude pre-existing conditions. (b) Except as specified in Section 6.8(a) above, Seller shall be responsible for all other costs and expenses relating to its Affiliates within twelve employees (12including, but not limited to, the Hired Employees and the Transition Employees) months if such cost or expense arises or accrues on or before the Final Closing Date, including but not limited to salaries and other compensation, accrued vacation pay, bonuses that are payable for or relate to the period to and including the Final Closing Date, fringe benefits, pension, health and other amounts. With respect to the Hired Employees, Seller and its affiliates shall (i) fully vest all participants in the Seller's ss.401(k) Plan and make whatever distributions to participants in those plans as are permitted by law and (ii) provide notices concerning eligibility for continuation health coverage under all applicable health plans pursuant to Internal Revenue Code ss.4980B to eligible employees and family members and provide such individuals with the opportunity to elect to continue their health coverages under the applicable Seller or affiliate health and cafeteria plans, but only as to those employees requiring such protections. (c) Seller and Parent shall cause all employee benefit plans described in paragraphs (a) and (b) of Closingthis Section 6.8 to remain in place during the Transition Period so as to allow the Hired Employees and Transition Employees to continue to enjoy all such benefits during the Transition Period in the same manner as they had prior to the Transition Period; provided, however, that Seller and Parent may modify any such employee benefit plan if all employees of Seller, Parent and their respective affiliates are treated in the same manner with regard to such plan modification; and provided further, however, that no material employee benefit plan may be eliminated by Seller or Parent prior to the Final Closing Date.