Service Provider Matters. (a) Prior to the Closing Date, Purchaser shall extend offers of employment to each Program Service Provider identified on Schedule 6.6(a) (the “Identified Service Providers”), which offers will be effective as of and contingent upon the Closing (with no break in service), recognizes past service with the Seller Group, and which will provide for employment terms and conditions no less favorable in the aggregate to those in effect immediately prior to the Closing (the “Identified Service Provider Offer Letters”). The Identified Service Provider Offer Letters shall also be contingent on such Identified Service Provider successfully passing a screening to determine if such individual has been deemed ineligible under applicable Laws to participate in health care programs or procurement and non-procurement programs (and, for the avoidance of doubt, Purchaser may revise Schedule 1.1 prior to the Closing to include any such Identified Service Provider or ZZI Program Service Provider determined by Purchaser in good faith to be so ineligible). Sellers and Purchaser shall cooperate and use commercially reasonable efforts to cause the Identified Service Providers to execute the Identified Service Provider Offer Letters. Sellers shall, and shall cause each other member of the Seller Group to, not impair Purchaser’s or its Affiliates’ efforts to obtain or continue the employment of the ZZI Program Service Providers and Identified Service Providers, and Sellers shall not, and shall cause other members of the Seller Group not to, make competing offers or proposals, or, directly or indirectly, seek to induce any such Person not to accept Purchaser’s or its Affiliates’ offer of employment or engagement or terminate such employment or engagement. Effective as of the Closing, Sellers will, or will cause other members of the Seller Group to, [***].
Service Provider Matters. (a) Notwithstanding anything to the contrary in this Agreement, (i) in no event shall Seller be deemed to sell, transfer, assign, convey or deliver any assets, rights and properties to the extent relating to any Benefit Plan that is not an Acquired Seller Plan, and (ii) neither Buyer nor any designee of any Buyer (as applicable) shall be obligated to assume, and does not assume, and hereby disclaims all of the following service-provider related Liabilities of Seller that are not Liabilities of the Target Companies, General Partner Entities or Sponsored Funds, including (I) payments or entitlements to any current or former employees, officers, directors or consultants of Seller (who are not also Service Providers), including wages, other remuneration, holiday or vacation pay, severance pay (statutory or otherwise), commission, post-employment medical or life obligations, pension contributions and insurance premiums, (II) any ERISA Affiliate Liability, (III) any Liability arising out of, relating to or resulting from the employment or termination of employment prior to the Closing of any current or former employee or independent contractor of Seller, (IV) any Liability for any action resulting from any of Seller’s service providers’ separations from service, including any severance or separation pay, (V) any Liability relating to or arising out of the employment practices of Seller or any of its Subsidiaries or Affiliates (other than the Target Companies, General Partner Entities or Sponsored Funds), including any violations by Seller or its Subsidiaries or Affiliates (other than the Target Companies, General Partner Entities or Sponsored Funds) of any labor or employment agreement, and (VI) any Liability arising out of, relating to or resulting from any Seller bonus plans, change of control plans, retention plans, key employee incentive plans or key employee retention plans.
Service Provider Matters
