Common use of Transfer of Employees Clause in Contracts

Transfer of Employees. On or prior to the later of December 1, 2019 or the Closing Date, New CCOH shall offer employment to those employees of IHM and its Subsidiaries (as of the date hereof) that it chooses from the list delivered from IHM to CCOH in connection with the execution of this Agreement (may be supplemented by IHM in its sole discretion by adding additional employees within ten (10) Business Days prior to the Closing Date) (the “Outdoor Business Employees”), with such employment commencing on or after the Closing Date as the Parties may agree, but in no event later than (i) 30 days following such employee’s receipt of the offer of employment, and (ii) December 31, 2019; provided, that, such offers of employment shall be sufficient in number and on sufficient terms and conditions so as not to reasonably be expected to result in obligations or Liabilities for the iHeart Group under the Worker Adjustment and Retraining Notification Act of 1988 or any similar Law; provided, further, that, with respect to those Outdoor Business Employees specified by the iHeart Group to be providing services under the Transition Services Agreement and included in the list to be provided to the Outdoor Group pursuant to the first sentence of this Section 2.16(a), New CCOH shall offer them employment commencing on the earlier of (i) the termination of their applicable services under the Transition Services Agreement as is reasonably requested by IHM and upon New CCOH’s prior written consent (not to be unreasonably withheld, conditioned or delayed) or (ii) December 31, 2019. Subject to the preceding sentence, any offer of employment by New CCOH to such Outdoor Business Employee shall be on initial terms and conditions of employment that are comparable to the terms and conditions of employment applicable to such individual in effect immediately prior to their separation from employment with any member of the iHeart Group. Each such Outdoor Business Employee who accepts an offer of employment with a member of the Outdoor Group shall be deemed a “Transferred Employee” for purposes of this Agreement. For each individual who becomes a Transferred Employee, the effective date of their employment with New CCOH shall be the date the individual actually commences employment with New CCOH (any such date being referred to herein as the “Employee Transfer Date”). Nothing in this Agreement shall preclude the Outdoor Group from establishing different terms of employment effective for 2020 or later. After each Employee Transfer Date, New CCOH shall grant access to, and shall permit the iHeart Group to contact and communicate with, the Transferred Employees as reasonably requested by the iHeart Group during normal business hours and in such a manner as to not unreasonably disrupt the normal operations of New CCOH as reasonably determined by New CCOH, in connection with certain audit and/or tax matters of the iHeart Group for periods ending on or prior to the Closing Date for which the applicable Transferred Employees have knowledge or were responsible during their employment with the iHeart Group.

Transfer of Employees. On or prior to the later Within a reasonable period of December 1, 2019 or the Closing Date, New CCOH shall offer employment to those employees of IHM and its Subsidiaries time (as of the date hereofbut not less than seven (7) that it chooses from the list delivered from IHM to CCOH in connection with the execution of this Agreement (may be supplemented by IHM in its sole discretion by adding additional employees within ten (10calendar days) Business Days prior to the Closing Date) (the “Outdoor Business Employees”), with such Purchaser shall offer employment commencing on or after as of the Closing Date to each Business Employee in the same job or position and location as in effect immediately prior to the Parties may agreeClosing Date, but in no event later than and (i) 30 days following such employee’s receipt at a rate of the offer of employmentpay at least equal to, (ii) with severance entitlements comparable to, and (iiiii) December 31, 2019; provided, that, such offers of employment shall be sufficient in number with other employee benefits and on sufficient terms and conditions so as not to reasonably be expected to result in obligations or Liabilities for the iHeart Group under the Worker Adjustment and Retraining Notification Act of 1988 or any similar Law; provided, further, that, with respect to those Outdoor Business Employees specified by the iHeart Group to be providing services under the Transition Services Agreement and included in the list to be provided to the Outdoor Group pursuant to the first sentence of this Section 2.16(a), New CCOH shall offer them employment commencing on the earlier of (i) the termination of their applicable services under the Transition Services Agreement as is reasonably requested by IHM and upon New CCOH’s prior written consent (not to be unreasonably withheld, conditioned or delayed) or (ii) December 31, 2019. Subject to the preceding sentence, any offer of employment by New CCOH to such Outdoor Business Employee shall be on initial terms and conditions of employment that are comparable in the aggregate to the rate of pay, severance entitlements and other employee benefits and terms and conditions of employment, respectively, provided to the Business Employee, or to which the Business Employee would be entitled upon commencing employment with the either Seller or their Affiliates, immediately prior to the Closing Date. Notwithstanding the foregoing, except as may be required under any collective bargaining plan assumed by Purchaser hereunder, Purchaser shall not be required to offer or provide to any Business Employee any form of qualified retirement plan other than the Purchaser Savings Plan described at Section 5.11(c)(ii). Purchaser shall not be required to offer or provide any Business Employee any form of incentive compensation plan, whether stock-based or not, or any form of deferred compensation or nonqualified retirement plan which it (or its parent corporation) does not, in general, offer employees as of the Closing Date. Further, Purchaser shall not be required to provide the Business Employees with post-retirement medical coverage. For purposes of this Section 5.11, "pay" shall include base salary or wages plus any commission, bonus, incentive compensation, premium pay, overtime and shift differentials. Purchaser, at the time it extends such employment offers, shall provide appropriate information regarding employment terms and conditions to the Business Employees, which shall conform in all respects to the provisions of this Section 5.11. For Business Employees whose terms and conditions of employment applicable to are covered by a collective bargaining agreement, Purchaser shall offer employment under the same terms and conditions described in such individual in effect immediately collective bargaining agreement. Purchaser shall consult with FWENC prior to their separation from extending employment offers with any member of respect to communicating the iHeart Groupoffers to the Business Employees. Each such Outdoor Business Employee who accepts an such offer of employment with a member shall become an employee of the Outdoor Group shall be deemed a “Transferred Employee” for purposes of this Agreement. For each individual who becomes a Transferred Employee, the effective date of their employment with New CCOH shall be the date the individual actually commences employment with New CCOH (any such date being referred to herein as the “Employee Transfer Date”). Nothing in this Agreement shall preclude the Outdoor Group from establishing different terms of employment effective for 2020 or later. After each Employee Transfer Date, New CCOH shall grant access to, and shall permit the iHeart Group to contact and communicate with, the Transferred Employees as reasonably requested by the iHeart Group during normal business hours and in such a manner as to not unreasonably disrupt the normal operations of New CCOH as reasonably determined by New CCOH, in connection with certain audit and/or tax matters of the iHeart Group for periods ending Purchaser on or prior to the Closing Date and is referred to as a "Transferred Employee", and all such employees collectively are referred to as the "Transferred Employees". The obligation of Purchaser to provide the conditions of employment relating to pay, severance and employee benefits in accordance with this Section 5.11(a) shall continue for which the applicable Transferred Employees have knowledge or were responsible during their employment with the iHeart Groupa period ending not earlier than December 31, 2003.

Transfer of Employees. On Prior to the Closing, but effective as of the Closing, Buyer shall, or shall cause one of its Controlled Affiliates to, make an offer of employment to each Business Employee that is identified by Buyer in a notice delivered to Sellers not more than thirty (30) days after the date hereof and in any event at least fifteen (15) days prior to the later of December 1Closing, 2019 or the Closing Date, New CCOH shall offer employment to those employees of IHM and its Subsidiaries conditioned on such Business Employee satisfactorily completing Buyer’s standard hiring procedures (as determined in good faith), including any pre-employment background checks or other onboarding requirements, for a position consistent with such Business Employee’s position as of the date hereof) that it chooses from the list delivered from IHM to CCOH in connection with the execution of this Agreement (may be supplemented by IHM in its sole discretion by adding additional employees within ten (10) Business Days immediately prior to the Closing Date) and on terms consistent with those set forth in this ARTICLE VII, effective immediately following the Closing; provided that, unless required by applicable Law, any such -82- offer of employment to a Business Employee who is not actively at work as of the Closing due to an approved leave of absence will be effective on the date after the Closing on which such Business Employee returns to active employment (the “Outdoor Business EmployeesTransfer Date”), with so long as such employment commencing on or after date is within six (6) months following the Closing Date Date. Effective as of the Parties may agreeClosing or the Transfer Date, but in no event later than as applicable, Sellers and their Affiliates, as applicable, shall (i) 30 days following such employee’s receipt of the offer of employment, and (ii) December 31, 2019; provided, that, such offers of employment shall be sufficient in number and on sufficient terms and conditions so as not to reasonably be expected to result in obligations or Liabilities for the iHeart Group under the Worker Adjustment and Retraining Notification Act of 1988 or any similar Law; provided, further, that, with respect to those Outdoor Business Employees specified by the iHeart Group to be providing services under the Transition Services Agreement and included in the list to be provided to the Outdoor Group pursuant to the first sentence of this Section 2.16(a), New CCOH shall offer them employment commencing on the earlier of (i) the termination of their applicable services under the Transition Services Agreement as is reasonably requested by IHM and upon New CCOH’s prior written consent (not to be unreasonably withheld, conditioned or delayed) or (ii) December 31, 2019. Subject to the preceding sentence, any offer of employment by New CCOH to such Outdoor Business Employee shall be on initial terms and conditions of employment that are comparable to the terms and conditions of employment applicable to such individual in effect immediately prior to their separation from employment with any member of the iHeart Group. Each such Outdoor treat each Business Employee who accepts an offer of employment with a from Buyer or any of its Controlled Affiliates as having resigned his or her employment and (ii) transfer the employment of each employee of any member of the Outdoor Transferred Group who is not a Business Employee and of any Business Employee who is employed by any member of the Transferred Group who is not listed on the notice delivered to Seller as contemplated in the immediately preceding sentence, in each case, to Seller Parent or any of its Affiliates, other than any member of the Transferred Group. Buyer shall provide Seller Parent with a form of offer letter to be deemed used to make such offers of employment a “reasonable time prior to the distribution of offer letters, and Buyer shall consider Seller Parent’s reasonable comments to such form in good faith. None of Buyer or its Affiliates (including, on or following the Closing, any entity within the Transferred Group) shall have any Liability for severance pay or benefits with respect to any Business Employee who does not become a Continuing Employee hereunder (including, for the avoidance of doubt, any Business Employee who does not receive or rejects an offer of employment with Buyer or its Affiliates) and each employee of any member of the Transferred Group who is not a Business Employee” for . Sellers shall cooperate with Buyer with respect to the offer process described in this Section 7.1. For the purposes of this Agreement. For , each individual Business Employee who becomes a Transferred Employee, the effective date of their accepts employment with New CCOH shall be Buyer or its Controlled Affiliates or otherwise becomes employed by Buyer or its Controlled Affiliates as of the date Closing or the individual actually commences employment with New CCOH (any such date being referred to herein as the “Employee Transfer Date”). Nothing in this Agreement shall preclude the Outdoor Group from establishing different terms of employment effective for 2020 or later. After each Employee Transfer Date, New CCOH as applicable (including, on or following the Closing, any entity within the Transferred Group), shall grant access to, and shall permit be a “Continuing Employee”. As of the iHeart Group to contact and communicate withClosing, the Transferred Group shall employ no Non-Business Employees. Immediately as of the Closing or the Transfer Date, as applicable, the Continuing Employees as reasonably requested by shall cease to participate in or accrue further benefits under any Seller Benefit Plan and none of Buyer or its Affiliates (including, on or following the iHeart Group during normal business hours and in such a manner as to not unreasonably disrupt Closing, any entity within the normal operations Transferred Group) shall assume or be transferred the sponsorship of New CCOH as reasonably determined by New CCOH, any Seller Benefit Plan or any Liability with respect thereto in connection with certain audit and/or tax matters the transactions contemplated by this Agreement or otherwise. To the extent necessary for any Continuing Employee to perform services in connection with such Continuing Employee’s employment with Buyer, Seller Parent or its Affiliates shall release each Continuing Employee from any existing non-competition, non-solicitation or confidentiality obligation solely with respect to any confidential information of the iHeart Group for periods ending on Business owed to Seller Parent or prior to the Closing Date for which the applicable Transferred Employees have knowledge or were responsible during their employment with the iHeart Groupany of its Affiliates.

Transfer of Employees. On the Execution Date, or prior promptly thereafter, Newco shall offer each of the current employees of Savyon (the "Employees"), the opportunity to the later of December continue their employment with Newco, commencing on January 1, 2019 or 2003, according to a compensation package which is substantially similar to such Employee's current compensation package with Savyon and the Closing Date, New CCOH shall offer employment option to those employees of IHM and its Subsidiaries (as of the date hereof) that it chooses from the list delivered from IHM to CCOH in connection with the execution of this Agreement (may be supplemented by IHM in its sole discretion by adding additional employees within ten (10) Business Days prior to the Closing Date) (the “Outdoor Business Employees”), with such employment commencing on or after the Closing Date as the Parties may agree, but in no event later than either (i) 30 days following such employee’s receipt of transfer to Newco all seniority rights accrued by the offer of employment, and (ii) December 31, 2019; provided, thatEmployee towards Savyon up to the Execution Date, such offers that such Employee shall only be entitled to severance pay in the event of employment termination of such Employee's engagement with Newco, at which time such Employee shall be sufficient in number and on sufficient terms and conditions so as not entitled to reasonably be expected to result in obligations or Liabilities receive severance pay from Newco both for the iHeart Group under period during which such Employee was employed by Newco, as well as the Worker Adjustment and Retraining Notification Act of 1988 or any similar Lawperiod in which he during which he was employed by Savyon; provided, further, that, with respect to those Outdoor Business Employees specified by the iHeart Group to be providing services under the Transition Services Agreement and included in the list to be provided to the Outdoor Group pursuant to the first sentence of this Section 2.16(a), New CCOH shall offer them employment commencing on the earlier of (i) the termination of their applicable services under the Transition Services Agreement as is reasonably requested by IHM and upon New CCOH’s prior written consent (not to be unreasonably withheld, conditioned or delayed) or (ii) December 31receive from Newco, 2019. Subject immediately following the Execution Date, all severance pay to the preceding sentence, any offer of employment by New CCOH to which such Outdoor Business Employee shall would be on initial terms and conditions of employment that are comparable to the terms and conditions of employment applicable to such individual in effect immediately prior to their separation from entitled had he terminated his employment with any member of Savyon on the iHeart Group. Each such Outdoor Business Employee who accepts an offer of employment with a member of the Outdoor Group shall be deemed a “Transferred Employee” for purposes of this Agreement. For each individual who becomes a Transferred Employee, the effective date of their employment with New CCOH shall be the date the individual actually commences employment with New CCOH (any such date being referred to herein as the “Employee Transfer Date”). Nothing in this Agreement shall preclude the Outdoor Group from establishing different terms of employment effective for 2020 or later. After each Employee Transfer Execution Date, New CCOH shall grant access toprovided, and shall permit the iHeart Group to contact and communicate withhowever, the Transferred Employees as reasonably requested by the iHeart Group during normal business hours and that in such a manner as case, said Employee's accrued seniority with Savyon will not be assumed by Xxxxx and, accordingly, upon termination of such Employee's employment with Newco at any time in the future, he shall be entitled to not unreasonably disrupt severance pay only for the normal operations period in which he was employed by Newco. For the avoidance of New CCOH as reasonably determined doubt, it is hereby clarified that Savyon will transfer to Newco the manager's insurance policies, continuing education funds and severance compensation policies (the "Social Welfare Benefits"). Newco shall assume liability for the Social Welfare Benefits beginning on 31.12.02. Any funds which are due to the Social Welfare Benefits for the period prior to 31.12.02 shall be transferred to Newco by New CCOHSavyon. In the event that, following the Execution Date, the funds in connection with certain audit and/or tax matters the Social Welfare Benefits packages are in excess of the iHeart Group amounts which should have been paid to such packages as of 31.12.02, as calculated by SV and Xxx , Newco shall compensate Savyon for periods ending on or prior to such excess amounts. Each of the Closing Date Parties hereto, shall indemnify the other party for any expense and damages incurred as a result of Employee claims, the subject matter of which is under the applicable Transferred Employees have knowledge or were responsible during their employment with responsibility of the iHeart Groupother party.

Transfer of Employees. On or prior (a) Sellers and Buyer shall cooperate in arranging a joint presentation by the Chairman of Buyer and a designated representative of Sellers to Sellers' employees promptly after the date of this Agreement. The form and substance of the presentation shall be subject to the later approval of December 1both Sellers and Buyer, 2019 or which shall not be unreasonably withheld. Upon completion of the Closing DateClosing, New CCOH Buyer shall offer employment to those each of the employees of IHM the Stations (including those on leave of absence, whether short-term, long-term, family, maternity, disability, paid, unpaid or other, and its Subsidiaries (as of those hired after the date hereofhereof in the ordinary course of business) that it chooses from the list delivered from IHM to CCOH in connection with the execution at a comparable salary, position and place of this Agreement (may be supplemented employment as held by IHM in its sole discretion by adding additional employees within ten (10) Business Days each such employee immediately prior to the Closing DateDate (such employees who are given and accept such offers of employment are referred to herein as the "Transferred Employees"). Sellers agree to cooperate fully with Buyer in connection with Buyer's offering to hire any such employees, and Sellers shall not take any action, directly or indirectly, to prevent any such employee from becoming employed by Buyer from and after the Closing; provided, however, that (i) (prior to the “Outdoor Business Employees”), with such employment commencing on or after earlier of the Closing Date as or termination of this Agreement, Buyer shall not employ or solicit the Parties may agreeemployment (unless conditioned upon the occurrence of Closing) of any person employed by Sellers at a Station, but in no event later than (i) 30 days following such employee’s receipt of the offer of employment, and (ii) December 31, 2019; provided, that, all such offers of employment shall be sufficient in number expressly conditioned upon the occurrence of Closing, (iii) if this Agreement is terminated, Buyer shall not, for a period of one year after such termination, employ or solicit the employment of any person employed by any Seller at a Station at any time during the six-month period preceding such termination, and (iv) Sellers shall be permitted to retain (or have hired by an Affiliate of Sellers) any of the employees listed on sufficient terms and conditions so as not to reasonably be expected to result in obligations or Liabilities for the iHeart Group under the Worker Adjustment and Retraining Notification Act of 1988 or any similar Law; provided, further, that, with respect to those Outdoor Business Employees specified by the iHeart Group to be providing services under the Transition Services Agreement and included in the list to be provided to the Outdoor Group pursuant to the first sentence of this Section 2.16(aSCHEDULE 12.1(a), New CCOH provided that (A) Sellers shall offer them employment commencing on the earlier of (i) the termination of their applicable services under the Transition Services Agreement as is reasonably requested by IHM and upon New CCOH’s prior written consent (not to be unreasonably withheld, conditioned or delayed) or (ii) December 31, 2019. Subject to the preceding sentence, any offer of employment by New CCOH to such Outdoor Business Employee shall be on initial terms and conditions of employment that are comparable to the terms and conditions of employment applicable to such individual notify Buyer in effect immediately prior to their separation from employment with any member of the iHeart Group. Each such Outdoor Business Employee who accepts an offer of employment with a member of the Outdoor Group shall be deemed a “Transferred Employee” for purposes of this Agreement. For each individual who becomes a Transferred Employee, the effective date of their employment with New CCOH shall be the date the individual actually commences employment with New CCOH (any such date being referred to herein as the “Employee Transfer Date”). Nothing in this Agreement shall preclude the Outdoor Group from establishing different terms of employment effective for 2020 or later. After each Employee Transfer Date, New CCOH shall grant access to, and shall permit the iHeart Group to contact and communicate with, the Transferred Employees as reasonably requested by the iHeart Group during normal business hours and in such a manner as to not unreasonably disrupt the normal operations of New CCOH as reasonably determined by New CCOH, in connection with certain audit and/or tax matters of the iHeart Group for periods ending on or writing prior to the Closing Date of each such employee who accepts such an offer of Sellers (or their Affiliates), (B) each such employee who accepts such an offer shall not be a Transferred Employee, and (C) any employment or severance agreement covering any such employee shall be an Excluded Asset and shall not be assigned to Buyer or to any extent constitute an Assumed Obligation. Nothing in this SECTION 12.1(a) is intended to nor shall guarantee employment for which any Transferred Employee for any length of time after the applicable Transferred Employees have knowledge or were responsible during their employment with the iHeart GroupClosing Date.

Transfer of Employees. (a) On or prior to the later Closing Date, the Buyer shall offer employment to the then current store level employees of December 1, 2019 each of GG-TN and GG-GA who are in the active employ of GG-TN or GG-GA on the Closing Date, New CCOH shall offer in each case consistent with the Buyer’s employment to those practices, at such employees’ respective current hourly or base salary compensation and with benefits maintained by Buyer for similarly situated employees of IHM Buyer and its Subsidiaries (on such other terms and conditions as of the date hereof) that it chooses from the list delivered from IHM to CCOH in connection with the execution of this Agreement (may be supplemented by IHM Buyer shall in its sole discretion determine; provided, however, that each such employee who accepts such offer of employment and who is employed by adding additional employees within ten the Buyer on the Closing Date shall be for all purposes, unless otherwise specified in this Agreement, a new employee of the Buyer (10individually, a “Transferred Employee” and collectively, the “Transferred Employees”) Business Days prior and each Transferred Employee’s employment may be discontinued “at will” by either the Buyer or the Transferred Employee, at any time and for any reason with or without cause. Each store level employee who is not treated as an active employee by GG-TN or GG-GA on the Closing Date shall be considered a Transferred Employee, on such employee’s actual employment start date with Buyer, if such individual (i) is on an approved leave of absence, workers’ compensation-related disability or long-term disability as disclosed on Schedule 3.16, (ii) is eligible to return to active status following the Closing Date, and (iii) (accepts the “Outdoor Business Employees”), with such employment commencing on or after the Closing Date as the Parties may agree, but in no event later than (i) 30 days following such employeeBuyer’s receipt of the offer of employment, and (ii) December 31, 2019; provided, that, however that such offers of employment employees shall continue to be sufficient in number and on sufficient terms and conditions so as not to reasonably be expected to result in obligations or Liabilities for the iHeart Group under the Worker Adjustment and Retraining Notification Act of 1988 or any similar Law; provided, further, that, with respect to those Outdoor Business Employees specified covered by the iHeart Group to be providing services under the Transition Services Agreement and included in the list to be provided to the Outdoor Group pursuant to the first sentence of this Section 2.16(a)Sellers’ employee benefit plans, New CCOH shall offer them employment commencing on the earlier of (i) the termination of their applicable services under the Transition Services Agreement as is reasonably requested by IHM and upon New CCOH’s prior written consent (not to be unreasonably withheld, conditioned or delayed) or (ii) December 31, 2019. Subject to the preceding sentence, any offer of employment by New CCOH to such Outdoor Business Employee shall be on initial terms and conditions of employment that are comparable subject to the terms and conditions thereof, until they become an active employee of employment applicable to Buyer or their benefits expire under the terms and conditions of such individual plans. Each Seller understands and agrees that, except as provided in effect immediately Sections 5.1(b) and 5.1(c), the Buyer will not assume obligations or liabilities of, or accept any transfer of assets from, any Employee Benefit Plans; provided, however, that Buyer shall assume all accumulated personal, sick leave and vacation days for all Transferred Employees for the period ending prior to Closing as provided in Exhibit B-3. Further, Sellers shall retain sole responsibility for all applicable Employee Benefit Plans and their separation from employment related trusts, if any, and their compliance with any member the provisions of the iHeart Group. Each such Outdoor Business Employee who accepts an offer of employment with a member of the Outdoor Group shall be deemed a “Transferred Employee” for purposes of this AgreementCode and ERISA, and all other applicable laws, rules and regulations relating thereto, including, without limitation, WARN. For each individual who becomes a Transferred Employeegreater certainty, except as specifically set forth herein and subject to Sellers’ representation in Section 3.16, the effective date Buyer shall assume exclusive responsibility for any claims asserted by any of their employment with New CCOH shall be the date the individual actually commences employment with New CCOH (any such date being referred to herein as the “Employee Transfer Date”). Nothing in this Agreement shall preclude the Outdoor Group from establishing different terms of employment effective for 2020 or later. After each Employee Transfer Date, New CCOH shall grant access to, and shall permit the iHeart Group to contact and communicate with, the Transferred Employees as reasonably requested with respect to any action taken by the iHeart Group during normal business hours and in such a manner as to not unreasonably disrupt the normal operations of New CCOH as reasonably determined by New CCOH, in connection with certain audit and/or tax matters of the iHeart Group for periods ending on or prior to Buyer after the Closing Date including, without limitation, claims for which the applicable Transferred Employees have knowledge or were responsible during their employment with the iHeart Groupwrongful termination.

Transfer of Employees. On Prior to the Closing, but effective as of the Closing, Buyer shall, or shall cause one of its Controlled Affiliates to, make an offer of employment to each Business Employee that is identified by Buyer in a notice delivered to Sellers not more than thirty (30) days after the date hereof and in any event at least fifteen (15) days prior to the later of December 1Closing, 2019 or the Closing Date, New CCOH shall offer employment to those employees of IHM and its Subsidiaries conditioned on such Business Employee satisfactorily completing Buyer’s standard hiring procedures (as determined in good faith), including any pre-employment background checks or other onboarding requirements, for a position consistent with such Business Employee’s position as of the date hereof) that it chooses from the list delivered from IHM to CCOH in connection with the execution of this Agreement (may be supplemented by IHM in its sole discretion by adding additional employees within ten (10) Business Days immediately prior to the Closing Date) and on terms consistent with those set forth in this ARTICLE VII, effective immediately following the Closing; provided that, unless required by applicable Law, any such offer of employment to a Business Employee who is not actively at work as of the Closing due to an approved leave of absence will be effective on the date after the Closing on which such Business Employee returns to active employment (the “Outdoor Business EmployeesTransfer Date”), with so long as such employment commencing on or after date is within six (6) months following the Closing Date Date. Effective as of the Parties may agreeClosing or the Transfer Date, but in no event later than as applicable, Sellers and their Affiliates, as applicable, shall (i) 30 days following such employee’s receipt of the offer of employment, and (ii) December 31, 2019; provided, that, such offers of employment shall be sufficient in number and on sufficient terms and conditions so as not to reasonably be expected to result in obligations or Liabilities for the iHeart Group under the Worker Adjustment and Retraining Notification Act of 1988 or any similar Law; provided, further, that, with respect to those Outdoor Business Employees specified by the iHeart Group to be providing services under the Transition Services Agreement and included in the list to be provided to the Outdoor Group pursuant to the first sentence of this Section 2.16(a), New CCOH shall offer them employment commencing on the earlier of (i) the termination of their applicable services under the Transition Services Agreement as is reasonably requested by IHM and upon New CCOH’s prior written consent (not to be unreasonably withheld, conditioned or delayed) or (ii) December 31, 2019. Subject to the preceding sentence, any offer of employment by New CCOH to such Outdoor Business Employee shall be on initial terms and conditions of employment that are comparable to the terms and conditions of employment applicable to such individual in effect immediately prior to their separation from employment with any member of the iHeart Group. Each such Outdoor treat each Business Employee who accepts an offer of employment with a from Buyer or any of its Controlled Affiliates as having resigned his or her employment and (ii) transfer the employment of each employee of any member of the Outdoor Transferred Group who is not a Business Employee and of any Business Employee who is employed by any member of the Transferred Group who is not listed on the notice delivered to Seller as contemplated in the immediately preceding sentence, in each case, to Seller Parent or any of its Affiliates, other than any member of the Transferred Group. Buyer shall provide Seller Parent with a form of offer letter to be deemed used to make such offers of employment a “reasonable time prior to the distribution of offer letters, and Buyer shall consider Seller Parent’s reasonable comments to such form in good faith. None of Buyer or its Affiliates (including, on or following the Closing, any entity within the Transferred Group) shall have any Liability for severance pay or benefits with respect to any Business Employee who does not become a Continuing Employee hereunder (including, for the avoidance of doubt, any Business Employee who does not receive or rejects an offer of employment with Buyer or its Affiliates) and each employee of any member of the Transferred Group who is not a Business Employee” for . Sellers shall cooperate with Buyer with respect to the offer process described in this Section 7.1. For the purposes of this Agreement. For , each individual Business Employee who becomes a Transferred Employee, the effective date of their accepts employment with New CCOH shall be Buyer or its Controlled Affiliates or otherwise becomes employed by Buyer or its Controlled Affiliates as of the date Closing or the individual actually commences employment with New CCOH (any such date being referred to herein as the “Employee Transfer Date”). Nothing in this Agreement shall preclude the Outdoor Group from establishing different terms of employment effective for 2020 or later. After each Employee Transfer Date, New CCOH as applicable (including, on or following the Closing, any entity within the Transferred Group), shall grant access to, and shall permit be a “Continuing Employee”. As of the iHeart Group to contact and communicate withClosing, the Transferred Group shall employ no Non-Business Employees. Immediately as of the Closing or the Transfer Date, as applicable, the Continuing Employees as reasonably requested by shall cease to participate in or accrue further benefits under any Seller Benefit Plan and none of Buyer or its Affiliates (including, on or following the iHeart Group during normal business hours and in such a manner as to not unreasonably disrupt Closing, any entity within the normal operations Transferred Group) shall assume or be transferred the sponsorship of New CCOH as reasonably determined by New CCOH, any Seller Benefit Plan or any Liability with respect thereto in connection with certain audit and/or tax matters the transactions contemplated by this Agreement or otherwise. To the extent necessary for any Continuing Employee to perform services in connection with such Continuing Employee’s employment with Buyer, Seller Parent or its Affiliates shall release each Continuing Employee from any existing non-competition, non-solicitation or confidentiality obligation solely with respect to any confidential information of the iHeart Group for periods ending on Business owed to Seller Parent or prior to the Closing Date for which the applicable Transferred Employees have knowledge or were responsible during their employment with the iHeart Groupany of its Affiliates.