Common use of Seller's Employees Clause in Contracts

Seller's Employees. (a) Section 3.21 of the Seller Disclosure Schedule sets forth a list of all of the employees of Seller employed as of the date hereof in connection with the Business (by type or classification) and their respective rates of compensation (including the portions thereof attributable to bonuses or other extraordinary compensation), benefits and length of employment, also as of the date hereof. Seller’s employees identified on such list as hourly employees or non-management employees are referred to herein as the “Business Employees” and Seller’s employees identified on such list as management employees are referred to herein as the “Key Business Employees.” (b) To the Knowledge of Seller, no Key Business Employee has any plans or has notified Seller that such employee intends to terminate employment with Seller. (c) Seller is not a party to any collective bargaining agreement or other contract or understanding with a labor union relating to the Business Employees, and to the Knowledge of Seller there are no labor union organizational efforts underway or threatened involving any of the Business Employees. There are no labor disputes, or employment related claims, lawsuits or grievances pending, or to the Knowledge of Seller threatened, against or otherwise affecting the Business. There are no employment contracts or employment agreements with any Business Employees or Key Business Employees. (d) Seller will deliver any and all necessary notices to the Business Employees and the Key Business Employees relating to the transactions contemplated by this Agreement, including without limitation any notices required by the WARN Act. (e) Seller has at all times complied in all material respects with all federal, state and local laws, rules, regulations, orders, judgments, decrees, ordinances and other statements of authority pertaining to employment of the Business Employees and the Key Business Employees, including without limitation all (i) employment eligibility verification forms, (ii) all immigration and alien employee regulations and laws, (iii) group health plans of Seller to which Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code (such statutory provisions and predecessors thereof are referred to herein collectively as “COBRA”) applies and that cover employees of the Business, (iv) the Americans with Disabilities Act and (v) payment of withholding taxes for or on behalf of employees. (f) Seller has provided to Purchaser complete copies of all employee files including Business Employee files on disk and Key Business Employee files on disk or however maintained by Seller.

Seller's Employees. (a) Section 3.21 of Subject to the Seller Disclosure Schedule sets forth a list of all condition that the Closing occurs, Buyer shall offer to employ, immediately following the Closing Date, each of the employees of Seller employed on terms and with employee benefits that are not materially less favorable to such employee than such employee currently enjoys as an employee of Seller. Each offer of employment shall be made on the date hereof in connection with Closing Date as soon as reasonably possible after the Business (by type Closing. Effective upon, and subject to, the Closing, Seller shall terminate the employment of each employee of Seller. Schedule 2.3 lists the name of each employee of Seller and indicates for each such employee the full-time, part-time or classification) and their respective rates of temporary status, annual salary, any other compensation payable (including compensation payable pursuant to bonus, incentive, deferred compensation or commission arrangements), vacation and severance benefits, date of employment and position. The employment of each employee of Seller who accepts Buyer’s offer of employment (each, a “Continuing Employee”) will be on an “at will” basis and will be on terms and conditions including benefits comparable to those set forth on Schedule 2.3 for such Continuing Employee, other than Xxxxxx, Xxxxxxxxxxx, Xxxxxx and Xxxxxx, who will be offered employment contracts. Seller shall terminate the portions thereof attributable Contracts of employment with each of Oszustowicz and Xxxxxx effective at or prior to bonuses the Closing. Buyer does not assume, and Seller shall be fully responsible for the payment of, any severance or other extraordinary compensation), benefits and length related to or payable upon the termination of employment, also as any of the date hereof. Seller’s employees identified on such list as hourly including, without limitation, any Continuing Employee who fails to accept Buyer’s employment offer. Seller shall cooperate with Buyer’s efforts to employ and retain the employees or non-management employees are referred of Seller. To the extent legally permissible, within thirty (30) days of the Closing Date, Seller shall provide to herein as Buyer accurate and complete copies of the “Business Employees” and personnel records of Seller’s employees identified on such list as management employees who are referred Continuing Employees. Seller shall be responsible for compliance with all Laws related to herein as the “Key Business Employees.” (b) To the Knowledge termination by Seller of Seller, no Key Business ’s employees. Nothing in this Agreement will be construed to create a right in any Continuing Employee has any plans to initial or has notified Seller that such employee intends to terminate continued employment with Seller. (c) Seller is not a party Buyer. Any employment offered by Buyer to any collective bargaining agreement Continuing Employee, other than Xxxxxx, Xxxxxxxxxxx, Xxxxxx and Xxxxxx, shall be “at will” and may be terminated by Buyer or other contract or understanding with a labor union relating by such Continuing Employee at any time for any reason (subject to any written commitments to the Business Employees, contrary made by Buyer and applicable Law). Buyer shall have complete responsibility for any Obligation arising out of or related to the Knowledge termination of any Continuing Employee. Seller there are no labor union organizational efforts underway or threatened involving any of the Business Employees. There are no labor disputes, or employment related claims, lawsuits or grievances pending, or to the Knowledge of Seller threatened, against or otherwise affecting the Business. There are no employment contracts or employment agreements with any Business Employees or Key Business Employees. (d) Seller will deliver any and all necessary notices to the Business Employees and the Key Business Employees relating to the transactions contemplated by this Agreement, including without limitation shall give any notices required by Law and take whatever other actions with respect to the WARN ActSeller’s Employee Benefit Plans as may be necessary to carry out the terms and conditions of this Section 2.3. Seller shall provide Buyer with completed INS Forms I-9 and attachments with respect to each Continuing Employee who accepts Buyer’s offer of employment, except for such Continuing Employees as Seller certifies in writing to Buyer are exempt from such requirement. Seller acknowledges that, after the Closing, Buyer shall be responsible for all decisions regarding the employment and termination of Continuing Employees at Buyer’s cost, expense and liability as Buyer in its sole discretion shall deem to be in the best interests of Buyer. Buyer shall adopt Seller’s Employee Benefit Plans set forth on Schedule 4.16 as provided in Section 12.5 of this Agreement. (e) Seller has at all times complied in all material respects with all federal, state and local laws, rules, regulations, orders, judgments, decrees, ordinances and other statements of authority pertaining to employment of the Business Employees and the Key Business Employees, including without limitation all (i) employment eligibility verification forms, (ii) all immigration and alien employee regulations and laws, (iii) group health plans of Seller to which Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code (such statutory provisions and predecessors thereof are referred to herein collectively as “COBRA”) applies and that cover employees of the Business, (iv) the Americans with Disabilities Act and (v) payment of withholding taxes for or on behalf of employees. (f) Seller has provided to Purchaser complete copies of all employee files including Business Employee files on disk and Key Business Employee files on disk or however maintained by Seller.

Seller's Employees. (1) Exhibit 3.11 attached hereto sets forth: (a) Section 3.21 of the Seller Disclosure Schedule sets forth a complete list of all of the employees of Seller employed as of the date hereof in connection with the Business each Seller's employees, (by type or classificationb) and their respective rates of compensation pay, (including c) the portions thereof attributable employment dates and job titles of each such person, and (d) categorization of each such person as a full-time or part-time employee of Sellers. For purposes of this paragraph, "part-time employee" means an employee who is employed for an average of fewer than twenty (20) hours per week or who has been employed for fewer than six of the twelve (12) months preceding the date on which notice is required pursuant to bonuses or other extraordinary compensationthe "Worker Adjustment and Retraining Notification Act" ("WARN"), 29 U.S.C. ss.2102 et seq. Except as provided in Exhibit 3.9, Sellers have no employment agreements with its employees and all such employees are employed on an at "at will" basis. Exhibit 3.11 also (a) lists, and has attached copies of, all employee fringe benefits and length of employmentpersonnel policies, also as of the date hereof. Seller’s employees identified on such list as hourly employees or non-management employees are referred to herein as the “Business Employees” and Seller’s employees identified on such list as management employees are referred to herein as the “Key Business Employees.” (b) To lists all ex-employees of Sellers utilizing or eligible to utilize COBRA (health insurance). Sellers will terminate all of their employees at Closing, and Sellers and Shareholders agree, pursuant to the Knowledge terms of SellerArticle X, no Key Business Employee has to indemnify and hold Buyer harmless from and against any plans or has notified Seller and all claims of Sellers' employees relating to their employment by Sellers through Closing and such termination, whenever made. Other than the Assumed Liabilities, the parties to this Agreement expressly agree that such employee intends Sellers will retain responsibility for and fully and timely pay all salaries and wages, related payroll taxes and all sick leave, holiday, vacation benefits, retirement and other fringe benefits that have accrued to terminate employment with Sellerits employees through the date of Closing, including related payroll taxes. (c2) Seller Neither of the Sellers is not a party to any labor contract, collective bargaining agreement agreement, contract, letter of understanding, or any other contract arrangement, formal or understanding informal, with a any labor union relating or organization which obligates Sellers to compensate employees at prevailing rates or union scale, nor are any of its employees represented by any labor union or organization. There is no pending or, to the Business Employeesbest knowledge of Sellers and Shareholders, threatened labor dispute, work stoppage, unfair labor practice complaint, strike, administrative or court proceeding or order between Sellers and any present or former employee(s) of Sellers. There is no pending or, to the Knowledge best knowledge of Seller there are no Sellers and Shareholders, threatened suit, action, investigation or claim between Sellers and any present or former employee(s) of Sellers. There has not been any labor union organizational efforts underway or threatened involving organizing activity at any location of either of the Business Employees. There are no labor disputesSellers, or employment related claimselsewhere, lawsuits or grievances pending, or with respect to the Knowledge of Seller threatened, against or otherwise affecting the Business. There are no employment contracts or employment agreements with any Business Employees or Key Business Employees. (d) Seller will deliver any and all necessary notices to the Business Employees and the Key Business Employees relating to the transactions contemplated by this Agreement, including without limitation any notices required by the WARN Act. (e) Seller has at all times complied in all material respects with all federal, state and local laws, rules, regulations, orders, judgments, decrees, ordinances and other statements of authority pertaining to employment of the Business Employees and the Key Business Employees, including without limitation all (i) employment eligibility verification forms, (ii) all immigration and alien employee regulations and laws, (iii) group health plans of Seller to which Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code (such statutory provisions and predecessors thereof are referred to herein collectively as “COBRA”) applies and that cover employees of the Business, (iv) the Americans with Disabilities Act and (v) payment of withholding taxes for or on behalf of Sellers' employees. (f) Seller has provided to Purchaser complete copies of all employee files including Business Employee files on disk and Key Business Employee files on disk or however maintained by Seller.

Seller's Employees. (a) Section 3.21 Seller agrees that it will terminate the employment of all its employees at the Terminal, it being understood that the LLC either directly or through an affiliate of the Buyer will offer to employ a substantial number of such employees on substantially the same terms as they are presently employed by Seller. In addition, on the LLC Interest Closing, Seller Disclosure shall assign and the LLC either directly or through an affiliate of the Buyer shall assume, the collective bargaining agreement set forth on Schedule sets 4.10 except for matters contained therein relating to the pension plans, which shall be the subject of collective bargaining between the LLC directly or an affiliate of the Buyer and Local 355 of the Service Employees International Union (ASEIU@). The foregoing provision shall be subject to good faith collective bargaining having been successfully completed between the assuming party and Local 355-SEIU as to matters not expressly addressed in the collective bargaining agreement set forth a list on Schedule 4.10. . Seller will cooperate with Buyer and the LLC, and Seller will use its best efforts to have the officers, directors and other employees of Seller cooperate with Buyer and the LLC, at the LLC's or the Buyer's request and at the Seller=s expense, on and after the LLC Interest Closing, in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings, arrangements or disputes involving the Seller and/or Buyer or the LLC and based upon contracts, arrangements, commitments or acts of Seller which were in effect or occurred on or prior to the Formation Closing (collectively AThird Party Disputes@). Provided, however, that in the event such Third Party Dispute arises out of or is related to actions (other than actions of Seller and its affiliates), which occur subsequent to the LLC Interest Closing, then all of Seller=s reasonable expenses incurred hereunder should be reimbursed by the LLC. After the Formation Closing, Seller agrees that Buyer and the LLC shall have the right for any proper purpose to inspect and make copies of any books, records and files in its possession relating to the business, assets or operations of the Terminal prior to the Formation Closing. . Seller agrees that it will promptly transfer and deliver to the LLC any cash or other property that Seller may receive in respect of any receivables or other items to which the LLC is entitled by reason of this Agreement. Seller agrees to deliver to the LLC promptly upon receipt any mail, checks or other documents received by it to which the LLC is entitled by reason of this Agreement pertaining to the Acquired Assets or otherwise to the Terminal, as conducted by the LLC, or any of the Assumed Liabilities. The LLC shall agree to deliver to Seller any mail, cash, or other receivables or other items which it receives to which it is not entitled by reason of this Agreement or otherwise and to which Seller is entitled. . Buyer, Seller and AFFCO agree at any time and from time to time after the Formation Closing, upon the request of any other party, that they shall, and shall cause the LLC to, do, execute, acknowledge and deliver, or to cause to be done, executed, acknowledged and delivered, all such further acts, assignments, transfers, powers of attorney and assurances as may be required for the better assigning, transferring, conveying and confirming to the other party, or to its successors and assigns, of any or all of the employees Acquired Assets or the Purchased LLC Units and to carry out the terms and conditions of Seller employed as of the date hereof this Agreement; provided, however, that each party shall pay its own expenses incurred in connection with the Business (by type or classification) and their respective rates of compensation (including the portions thereof attributable to bonuses or other extraordinary compensation), benefits and length of employment, also as of the date hereoftherewith. Seller’s employees identified on such list as hourly employees or non-management employees are referred to herein as the “Business Employees” and Seller’s employees identified on such list as management employees are referred to herein as the “Key Business Employees.” (b) To the Knowledge of Seller, no Key Business Employee has any plans or has notified Seller that such employee intends to terminate employment with Seller. (c) Seller is not a party to any collective bargaining agreement or other contract or understanding with a labor union relating to the Business Employees, and to the Knowledge of Seller there are no labor union organizational efforts underway or threatened involving any of the Business Employees. There are no labor disputes, or employment related claims, lawsuits or grievances pending, or to the Knowledge of Seller threatened, against or otherwise affecting the Business. There are no employment contracts or employment agreements with any Business Employees or Key Business Employees. (d) Seller will deliver any and all necessary notices to the Business Employees and the Key Business Employees relating to the transactions contemplated by this Agreement, including without limitation any notices required by the WARN Act. (e) Seller has at all times complied in all material respects with all federal, state and local laws, rules, regulations, orders, judgments, decrees, ordinances and other statements of authority pertaining to employment of the Business Employees and the Key Business Employees, including without limitation all (i) employment eligibility verification forms, (ii) all immigration and alien employee regulations and laws, (iii) group health plans of Seller to which Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code (such statutory provisions and predecessors thereof are referred to herein collectively as “COBRA”) applies and that cover employees of the Business, (iv) the Americans with Disabilities Act and (v) payment of withholding taxes for or on behalf of employees. (f) Seller has provided to Purchaser complete copies of all employee files including Business Employee files on disk and Key Business Employee files on disk or however maintained by Seller..ECTION

Seller's Employees. (a) Section 3.21 of eStara shall have the Seller Disclosure Schedule sets forth a list of all of the employees of Seller employed as of the date hereof in connection with the Business (by type or classification) right to interview and their respective rates of compensation (including the portions thereof attributable to bonuses or other extraordinary compensation), benefits and length of offer employment, also such employment to commence immediately after the Closing, to all persons employed in ITXC's eCommerce Business as of the date hereof. Seller’s employees identified on It is understood that eStara is under no obligation to hire any of such list as hourly employees or non-management employees are referred to herein as the “Business Employees” and Seller’s employees identified on such list as management employees are referred to herein as the “Key Business Employees.” (b) employees. To the Knowledge of Seller, no Key Business Employee has any plans or has notified Seller extent that such employee intends to terminate employment with Seller. (c) Seller is not a party to any collective bargaining agreement or other contract or understanding with a labor union relating to the Business Employees, and to the Knowledge of Seller there are no labor union organizational efforts underway or threatened involving eStara hires any of such employees in its sole discretion (the Business "Hired Employees. There are no labor disputes"), or employment related claims, lawsuits or grievances pending, or to the Knowledge of Seller threatened, against or otherwise affecting the Business. There are no employment contracts or employment agreements with any Business Employees or Key Business Employees. (d) Seller will deliver any and all necessary notices to the Business Employees and the Key Business Employees relating to the transactions contemplated by this Agreement, including without limitation any notices required by the WARN Act. (e) Seller has at all times complied in all material respects with all federal, state and local laws, rules, regulations, orders, judgments, decrees, ordinances and other statements of authority pertaining to employment of the Business Employees and the Key Business Employees, including without limitation all (i) such employment eligibility verification formsshall be on an at-will basis, (ii) all immigration eStara shall provide such Hired Employees with benefits pursuant to eStara's benefit plans and alien employee regulations policies, which benefits shall commence effective as of the Closing Date or the date of hire, and laws, (iii) group health eStara shall require such Hired Employees, as a condition of employment, to acknowledge in writing to Sellers that such Hired Employees are not entitled to any severance from Sellers or eStara. With respect to employee pension, welfare and fringe benefits provided by eStara to Hired Employees, and subject to any terms, conditions or restrictions in eStara's benefit plans of Seller to which Part 6 of Subtitle B of Title I of ERISA and Section 4980B prohibit such actions, (i) service with Sellers credited as service for purposes of the Code Sellers' plans, policies, programs, and arrangements shall be recognized for purposes of participation, eligibility, vesting and benefit accrual under eStara's plans, policies, programs, and arrangements and (ii) eStara shall waive all waiting periods and pre-existing condition requirements under any plans that have any such statutory provisions requirements or restrictions. Sellers shall terminate all Hired Employees on or prior to the Closing Date. Sellers shall deliver employment records and predecessors thereof files for all Hired Employees to eStara to the extent permitted by law. For a period of two years from the Closing Date, Sellers will not solicit any Hired Employee or other employee employed by or otherwise engaged to perform services for eStara in connection with the operation of ITXC's eCommerce Business; provided that nothing herein shall preclude Sellers from making general solicitations or soliciting any Person who has been dismissed as an employee of eStara. Notwithstanding any provision herein to the contrary, except for the Assumed Liabilities and as otherwise set forth in this Section, Sellers are referred to herein collectively as “COBRA”) applies solely responsible for defending, and that cover employees for any liabilities for, any claims arising out of the Businessemployment or termination of employment of the Sellers' employees by Sellers and for any salary, (iv) wages, overtime, bonuses, incentives, health care insurance and benefits, retirement benefits, pension benefits or similar employment-related payments or benefits of the Americans Sellers' employees accruing or arising prior to the consummation of the Closing. eStara shall assume liability and have sole responsibility for all claims arising out of eStara's employment of the Hired Employees after the first date of employment with Disabilities Act eStara and (v) payment for all vacation, benefits, salary, wages, overtime, bonuses, incentives, health care insurance and benefits, retirement benefits, pension benefits and other similar employment-related payments or benefits of withholding taxes for the Hired Employees accruing or on behalf arising from the Hired Employees' employment with eStara after the first date of employees. (f) Seller has provided to Purchaser complete copies of all employee files including Business Employee files on disk and Key Business Employee files on disk or however maintained by Seller.employment with eStara

Seller's Employees. (a) Section 3.21 7 A. Except as otherwise specifically provided herein, on or before 11:59 p.m. on the Closing Date, Seller shall terminate the employment of all employees of the Seller Disclosure Schedule sets forth a list of all of Business and cause the employees of the Business to cease active participation in all Benefit Plans of Seller, including, without limitation, all health insurance, welfare and health benefit plans, all pension, profit sharing, and savings and stock ownership plans, all workers' compensation insurance and all payments into any unemployment compensation funds B. Buyer shall offer employment to substantially all of Seller's employees identified by Buyer in its sole discretion, but in all events Buyer will employ no less than the number of then-terminated employees of Seller employed as that will prevent a plant closing or mass layoff under, or imposition of any liability on Seller for violation of, the date hereof Worker Adjustment and Retraining Notification Act of 1988 ("WARN"), due to such terminations, failure to give notice, or transactions pursuant to this Agreement. Buyer shall be solely liable for, and will pay any amount owing for, failure of Seller or Buyer to provide any notice required under the Worker Adjustment and Retraining Notification Act of 1988 in connection with the Business (by type or classification) and their respective rates of compensation (including the portions thereof attributable to bonuses or other extraordinary compensation), benefits and length of employment, also as of the date hereof. Seller’s employees identified on such list as hourly employees or non-management employees are referred to herein as the “Business Employees” and Seller’s employees identified on such list as management employees are referred to herein as the “Key Business Employees.” (b) To the Knowledge of Seller, no Key Business Employee has any plans or has notified Seller that such employee intends to terminate employment with Seller. (c) Seller is not a party to any collective bargaining agreement or other contract or understanding with a labor union relating to the Business Employees, and to the Knowledge of Seller there are no labor union organizational efforts underway or threatened involving any of the Business Employees. There are no labor disputes, or employment related claims, lawsuits or grievances pending, or to the Knowledge of Seller threatened, against or otherwise affecting the Business. There are no employment contracts or employment agreements with any Business Employees or Key Business Employees. (d) Seller will deliver any and all necessary notices to the Business Employees and the Key Business Employees relating to the transactions transaction contemplated by this Agreement. Buyer will be solely responsible for any obligations to pay severance or WARN benefits, including without limitation any notices required if any, due to Seller's former employees who do not become employed by Buyer immediately after the WARN ActClosing Date. (e) C. Seller has at all times complied in all material respects hereby consents to the negotiation by Buyer, if Buyer elects to do so, before or after Closing, with all federal, state the appropriate collective bargaining units of new collective bargaining agreements with respect to the terms and local laws, rules, regulations, orders, judgments, decrees, ordinances and other statements conditions of authority pertaining to employment of the Business Employees and the Key Business Employees, including without limitation all (i) employment eligibility verification forms, (ii) all immigration and alien employee regulations and laws, (iii) group health plans of Seller certain hourly employees represented by such union as to which Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code (such statutory provisions and predecessors thereof are referred to herein collectively as “COBRA”) applies and that cover employees of certain plant facilities in the Business. Seller shall take all steps reasonably necessary to assist Buyer in negotiations of such collective bargaining agreements, which shall be in form and substance satisfactory to Buyer, in its sole discretion. In the event Buyer elects to enter into such negotiations (ivrather than assume the existing collective bargaining agreement), Buyer, will then not assume the existing collective bargaining agreement as amended ("Union Contract") with the Americans with Disabilities Act union, identified on Schedule 4.3.C., and (v) payment Buyer shall make its election to Seller in writing on or before the Closing Date. In the event Buyer elects the negotiation alternative, any penalty or new cost imposed on Seller under the Union Contract due to or arising out of withholding taxes for this Agreement or on behalf of employeesits transactions will be assumed and paid by Buyer as an additional Assumed Liability. The Union Contract will then be treated as a Retained Contract rather than an Assumed Contract. (f) Seller has provided to Purchaser complete copies of all employee files including Business Employee files on disk and Key Business Employee files on disk or however maintained by Seller.

Seller's Employees. (a) Section 3.21 Seller shall terminate its employees of the Business with respect to each Acquired Location at the close of business on the day before the Closing Date with respect to each such Acquired Location. Seller Disclosure Schedule sets forth a list shall have sole and absolute responsibility for any financial or other commitments that Seller may have to any of its employees or former employees, including any and all claims or obligations arising under any and all employment policies and procedures of Seller, under any employee benefit plan of Seller, or under any local, state, or federal law, rule, or regulation regarding termination of employment for any employment loss which occurs before the employees of Seller employed as of the date hereof Closing Date with respect to an Acquired Location or otherwise in connection with this Agreement. Seller shall be liable to its employees and former employees for all wages, severance benefits, unpaid vacation pay, unpaid sick and holiday pay, and other obligations of any kind whatsoever through the Business (by type day before the Closing Date with respect to an Acquired Location. Seller is responsible for resolving any conflicts, errors or classification) discrepancies involving its employee policies and their respective rates procedures with respect to the period of compensation (including time before the portions thereof attributable Closing Date with respect to bonuses or other extraordinary compensation), benefits and length of employment, also as of the date hereof. Seller’s employees identified on such list as hourly employees or non-management employees are referred to herein as the “Business Employees” and Seller’s employees identified on such list as management employees are referred to herein as the “Key Business Employeesan Acquired Location.” (b) To With respect to the Knowledge employees of the Business at an Acquired Location on the date of the Closing of such Acquired Location (the “Seller Employees”), Purchaser shall (i) subject to compliance with its hiring and other employment policies and procedures (including, without limitation, drug-testing and background check(s)), extend an offer of employment to all Seller Employees working at such Location (the “Store Employees”), (ii) evaluate all of the other Seller Employees working in the field (i.e., not Store Employees or employees in the corporate office of Seller) and supporting the Store Employees (the “Field Employees”) and, subject to compliance with its hiring and other employment policies and procedures, extend an offer of employment to as many Field Employees as Purchaser deems, in its sole and absolute discretion, to be commercially reasonable, and (iii) have no Key Business Employee has obligation to extend an offer of employment to any plans Seller Employees that are not either Store Employees or has notified Seller that such employee intends Field Employees (and does not intend to terminate employment with Sellerdo so). (c) Purchaser shall extend service credit to each employee of Seller is not a party to any collective bargaining agreement or other contract or understanding with a labor union relating respect to the Business Employees, and to at an Acquired Location who is hired by Purchaser on the Knowledge of Seller there are no labor union organizational efforts underway or threatened involving any date of the Business EmployeesClosing of such Acquired Location (a “Hired Employee”) for the full period of time each Hired Employee worked for Seller before such Closing Date. There are no labor disputesNevertheless, or employment related claimsalthough Purchaser will base paid vacation time due each Hired Employee upon the period of time the Hired Employee has worked both for Seller before date of the Closing of the Acquired Location and for Purchaser on and after such Closing Date, lawsuits or grievances pending, or to each Hired Employee must work for Purchaser for six (6) full months before the Knowledge of Seller threatened, against or otherwise affecting the Business. There are no employment contracts or employment agreements Hired Employee is eligible for any paid vacation (in accordance with any Business Employees or Key Business EmployeesPurchaser’s normal vacation policy). (d) Seller will deliver any and all necessary notices to the Business Hired Employees and the Key Business Employees relating to the transactions contemplated shall be employed by this Agreement, including without limitation any notices required by the WARN Act. (e) Seller has at all times complied Purchaser solely in all material respects accordance with all federal, state and local laws, rules, regulations, orders, judgments, decrees, ordinances Purchaser’s hiring and other statements of authority pertaining to employment of the Business Employees policies and the Key Business Employeesprocedures, including without limitation all (i) which may differ from Seller’s employment eligibility verification forms, (ii) all immigration policies and alien employee regulations and laws, (iii) group health plans of Seller to which Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code (such statutory provisions and predecessors thereof are referred to herein collectively as “COBRA”) applies and that cover employees of the Business, (iv) the Americans with Disabilities Act and (v) payment of withholding taxes for or on behalf of employeesprocedures. (f) Seller has provided to Purchaser complete copies of all employee files including Business Employee files on disk and Key Business Employee files on disk or however maintained by Seller.