Common use of Workforce Matters Clause in Contracts

Workforce Matters. The Buyer may, but is not obligated to, offer employment effective as of the Closing to those employees of the Seller identified in Section 6.6 of the Seller Disclosure Schedule (such individuals, the “Affected Employees”). While the Seller and the Buyer do not anticipate that there will be a sufficient number of Affected Employees who will not be hired by the Buyer for there to be a “mass layoff’ or “plant closing” under the Worker Adjustment and Retraining Notification Act (the “WARN Act“), the Buyer agrees to make appropriate offers to sufficient numbers of Affected Employees such that termination of employment by the Seller of Affected Employees not offered employment with the Buyer will not result in a “mass layoff” or “plant closing” under the WARN Act, except that the Buyer shall not be responsible for any actions of the Seller prior to the date of this Agreement in terminating or laying off its employees who are not Affected Employees. In connection with the hiring process for Affected Employees, the Buyer shall comply with applicable laws pertaining to labor and employment, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Rehabilitation Act and comparable state and local laws. If any Affected Employee is not hired by the Buyer as of the Closing or if the Buyer or any Affected Employee terminates such Affected Employee’s employment as of or after the Closing, then the Buyer shall be responsible for any and all severance costs for all such Affected Employees, including payments owing under those agreements, plans or arrangements listed in Section 3.9(a) of the Seller Disclosure Schedule. As between the Seller and the Buyer, neither the Seller nor DQE shall be obligated to provide any severance or separation pay benefits to any Affected Employee on account of any termination of such Affected Employee’s employment on or after the Closing Date. The Buyer shall be responsible for providing any continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) in respect of Business Employees who experience a qualifying event (within the meaning of COBRA) after the Closing Date. To the extent required by law, the Seller shall be responsible for providing any continuation coverage required by COBRA in respect of Business Employees who experience a qualifying event (within the meaning of COBRA) prior to the Closing Date or on the Closing Date as a result of the transactions contemplated by this Agreement (provided that the Seller shall be deemed to be in compliance with this sentence if DQE so complies with this sentence on the Seller’s behalf). The Buyer shall be responsible and assume all liability for all notices or payments due to any Affected Employees who become entitled to receive notice as required under the WARN Act or any comparable state or local law and regulations promulgated thereunder on account of the aggregation of “employment losses” in accordance with the WARN Act or any comparable state or local law, and all notices, payments, fines or assessments due to any Governmental Authority, pursuant to any applicable foreign, federal, state or local law, common law, statute, rule or regulation with respect to the employment, discharge or layoff of employees by the Company or any of its affiliates after the Closing Date, including the WARN Act, and any comparable state or local law. To the extent possible, the Buyer and the Seller agree to treat the Buyer as a “successor employer” and the Seller or one or more of its affiliates as a “predecessor employer” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Affected Employees, for purposes of Taxes imposed under the United States Federal Unemployment Tax or the United States Federal Insurance Contributions Act. The Buyer expressly agrees that (i) from the date hereof until the first anniversary of the Closing Date, it will not directly or indirectly solicit for employment or employ any person who is employed by the Seller on the date hereof or on the Closing Date and who is not an Affected Employee, and (ii) from the Closing Date until the first anniversary of the Closing Date, it will cause the Company and the Company Subsidiaries not to directly or indirectly solicit for employment or employ any person who is employed by the Seller on the date hereof or on the Closing Date and who is not an Affected Employee.

Workforce Matters. The (a) Prior to the Closing, the Buyer mayshall make a "qualifying offer" of employment as that term is defined in the AquaSource Severance Policy dated January 1, but is not obligated to2002 (the "Severance Policy" and, offer employment effective as such qualifying offer, a "Qualifying Offer") to each of the Closing to those employees of the Seller identified in Section 6.6 6.6(a) of the Seller Disclosure Schedule (such individuals, the “"Affected Employees”"). While The Qualifying Offers shall be subject to Closing and contingent on the Seller Affected Employee satisfying the Buyer's drug testing policy and other requirements imposed by applicable law, such as the Buyer do not anticipate that there will Immigration Reform and Control Act of 1986, as applicable (the "Hiring Conditions"). Subject to Closing and satisfaction of the applicable Hiring Conditions, such Qualifying Offers shall be a sufficient number of accepted or rejected by the Affected Employees who will not be hired by the Buyer for there to be a “mass layoff’ or “plant closing” under the Worker Adjustment and Retraining Notification Act (the “WARN Act“), the Buyer agrees to make appropriate offers to sufficient numbers of Affected Employees such that termination of employment by the Seller of Affected Employees not offered employment with the Buyer will not result in a “mass layoff” or “plant closing” under the WARN Act, except that the Buyer shall not be responsible for any actions of the Seller prior to the date of this Agreement in terminating or laying off its employees who are not Affected EmployeesClosing Date, to be effective immediately after the Closing. In connection with the hiring process for Affected Employees, the Buyer shall comply with applicable laws pertaining to labor and employment, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Rehabilitation Act and comparable state and local laws. (b) Effective immediately after the Closing, the Company shall assume, and continue in effect for a period of not less than twelve (12) months from the Closing Date, the Severance Policy for the benefit of all Affected Employees who have accepted Qualifying Offers and satisfied the Hiring Conditions (the "Severance Obligations"), except that for purposes of the assumption, all references in the Severance Policy to "AquaSource" shall be to the Company, and all references to "any DQE Subsidiary" shall be to any Buyer Subsidiary. If any Affected Employee is does not hired by accept a Qualifying Offer or does not satisfy the Buyer as of the Closing or if the Buyer or any Affected Employee terminates such Affected Employee’s employment as of or after the ClosingHiring Conditions, then the Buyer shall be responsible for any and all severance costs for all have no further obligation to such Affected Employees, including payments owing under those agreements, plans Employee or arrangements listed in Section 3.9(a) of to the Seller Disclosure Scheduleor DQE with regard to such Affected Employee. For the avoidance of doubt, liabilities and obligations in respect of Affected Employees who do not accept a Qualifying Offer or satisfy the applicable Hiring Conditions shall be Buyer Indemnifiable Losses and subject to the Seller's and DQE's indemnification obligations under Article IX, recognizing that such indemnification obligations are always subject to the limitations and restrictions contained in Articles IX and X. As between the Seller and the Buyer, neither the Seller nor DQE shall be obligated to provide any severance or separation pay benefits to any Affected Employee who has accepted a Qualifying Offer and satisfied the Hiring Conditions on account of any termination of such Affected Employee’s 's employment on after the Closing. Pursuant to Section 10 of the Retention Agreements, effective upon the Closing, the Company hereby assumes and agrees to perform the Seller's obligations under the Retention Agreements in the same manner and to the same extent that the Seller would be required to perform, had such succession not taken place. In addition, effective upon the Closing, (i) DQE and the Seller hereby assign to the Company those agreements set forth in Section 3.10(c) of the Seller Disclosure Schedule and (ii) the Company hereby assumes and agrees to perform the Seller's or DQE's obligations which arise after the Closing Dateunder those agreements set forth in Section 3.10(c) of the Seller Disclosure Schedule, provided, however, that DQE and the Seller retain sufficient rights under such agreements necessary to satisfy their respective obligations contemplated by the last sentence of Section 6.17(a). For the avoidance of doubt, liabilities and obligations of DQE, the Seller or the Company which arise after the Closing under the Retention Agreement and those agreements set forth in Section 3.10(c) of the Seller Disclosure Schedule shall be Seller Indemnifiable Losses and subject to the Seller's indemnification obligations under Article IX, recognizing that such indemnification obligations are always subject to the limitations and restrictions contained in Articles IX and X. (c) The Buyer shall be responsible for providing any continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”") in respect of Business Affected Employees who experience a qualifying event (within the meaning of COBRA) after the Closing DateClosing, except for those Affected Employees who do not accept a Qualifying Offer or who do not satisfy the Hiring Conditions. To The Buyer shall not have any further responsibility for compliance with the extent required by law, continuation coverage requirements under COBRA with respect to any other employees of the Seller or DQE. The Seller shall be responsible for providing any continuation coverage required by under COBRA in respect of Business Affected Employees who experience a qualifying event (within the meaning of COBRA) prior to before the Closing Date and in respect of Affected Employees who do not accept a Qualifying Offer or who do not satisfy the Hiring Conditions. (d) The Seller shall be responsible for any notices required to be given under, or otherwise comply with, the WARN Act or similar statutes or regulations of any jurisdiction relating to any "plant closing" or "mass layoff" or similar triggering event ordered by DQE or the Seller with respect to the Affected Employees prior to or on the Closing Date as a result of the transactions contemplated by this Agreement (provided that the Seller shall be deemed to be in compliance with this sentence if DQE so complies with this sentence on the Seller’s behalf)Date. The Buyer shall be responsible and assume all liability for all any notices required to be given under, or payments due to any Affected Employees who become entitled to receive notice as required under otherwise comply with, the WARN Act or similar statutes or regulations of any comparable state jurisdiction relating to any "plant closing" or local law and regulations promulgated thereunder on account of "mass layoff" or similar triggering event ordered by the aggregation of “employment losses” in accordance with the WARN Act Buyer or any comparable state or local law, and all notices, payments, fines or assessments due to any Governmental Authority, pursuant to any applicable foreign, federal, state or local law, common law, statute, rule or regulation Buyer Subsidiary after the Closing with respect to the employmentAffected Employees who have accepted a Qualifying Offer and satisfied the Hiring Conditions. For the avoidance of doubt, discharge or layoff for purposes here, the parties intend for the "effective date" within the meaning of employees by the Company or any of its affiliates after WARN Act to refer to and mean the Closing Date, including the WARN Act, and any comparable state or local law. To the extent possible, the Buyer and the Seller agree to treat the Buyer as a “"successor employer” " and the Seller or one or more of its affiliates as a “"predecessor employer” " within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Affected Employees, for purposes of Taxes imposed under the United States Federal Unemployment Tax or the United States Federal Insurance Contributions Act. Provided that the Buyer fully performs its obligations to make Qualifying Offers and to employ Affected Employees who accept such Qualifying Offers pursuant to this Section 6.6, the Seller and DQE shall, jointly and severally, indemnify and hold harmless the Buyer against any liabilities related to any WARN Act obligations arising from the transactions contemplated hereby attributable to the actions of the Seller or DQE. (e) The Buyer expressly agrees that (i) from the date hereof until the first anniversary of the Closing Date, it will not directly or indirectly solicit for employment or employ employment, other than through solicitations made to the general public, any person who is employed by of those persons listed on Section 6.6(e) of the Seller on the date hereof or on the Closing Date and who is not an Affected EmployeeDisclosure Schedule, and (ii) from the Closing Date until the first anniversary of the Closing Date, it will cause the Company and the Company Subsidiaries not to directly or indirectly solicit for employment or employ any person who is employed by employment, other than through solicitations made to the general public, those persons listed on Section 6.6(e) of the Seller on Disclosure Schedule and (ii) from the date hereof or until the first anniversary of the Closing Date, it will not employ any of those persons listed on Section 6.6(e) of the Seller Disclosure Schedule, unless it shall have first given notice to the Seller of its intent to make an offer of employment to any such persons, and, from the Closing Date and who is until the first anniversary of the Closing Date, it will cause the Company not to employ any of those persons listed on Section 6.6(e) of the Seller Disclosure Schedule, unless it shall have first given notice to the Seller of its intent to make an Affected Employeeoffer of employment to any such persons.

Workforce Matters. (a) Neither Utility, Development, Xxxxxxxx nor any Company Subsidiary has any employees. The Buyer maywill make offers of employment, but is not obligated to, offer employment effective as of the Closing Closing, to those employees of the Seller identified in Section 6.6 by mutual written agreement of the Seller Disclosure Schedule and PSC as Affected Employees (such individuals, the “"Affected Employees”)") such that such Affected Employees do not suffer an "employment loss" under the WARN Act (as defined below) as a result of such offers. While The Buyer and the Seller and acknowledge that if the Buyer do not anticipate that there will be a sufficient number makes appropriate offers to all Affected Employees, none of such Affected Employees who will not be hired by suffer an "employment loss" as defined under the Buyer for there to be a “mass layoff’ or “plant closing” under WARN Act. As used in this Agreement, the term "WARN Act" shall mean the Worker Adjustment and Retraining Notification Act (the “WARN Act“), the Buyer agrees to make appropriate offers to sufficient numbers of Affected Employees such that termination of employment by the Seller of Affected Employees not offered employment with the Buyer will not result in a “mass layoff” or “plant closing” under the WARN Act, except that the Buyer shall not be responsible for any actions of the Seller prior to the date of this Agreement in terminating or laying off its employees who are not Affected Employees. In connection with the hiring process for Affected Employees, the Buyer shall comply with applicable laws pertaining to labor and employment, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Rehabilitation Act and comparable state and local laws. If any Affected Employee is not hired by the Buyer as of the Closing or if the Buyer or any Affected Employee terminates such Affected Employee’s 's employment as of or after the Closing, then the Buyer shall be responsible for any and all severance costs for all such Affected Employees, including payments owing under those agreements, plans or arrangements listed in Section 3.9(a) of the Seller Disclosure Schedule. As between the Seller and the Buyer, neither the Seller nor DQE shall be obligated to provide any severance or separation pay benefits to any Affected Employee on account of any termination of such Affected Employee’s 's employment on or after the Closing Date. Neither Buyer nor its affiliates shall be responsible for providing severance benefits to any employee of Seller or its affiliates other than benefits payable in respect of Affected Employees in accordance with this Section 7.6(a). The Buyer shall be responsible for providing any continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”) "), in respect of Business Affected Employees who experience a qualifying event (within the meaning of COBRA) before, on or after the Closing Date. To the extent required by law, the The Seller shall be responsible for providing any continuation coverage notices required by COBRA in respect of Business Employees who experience a qualifying event (within the meaning of COBRA) prior to the Closing Date or on the Closing Date as a result of the transactions contemplated by this Agreement (provided that the Seller shall be deemed to be in compliance with this sentence if DQE so complies with this sentence on the Seller’s behalf). The Buyer shall be responsible and assume all liability for all notices given under, or payments due to any Affected Employees who become entitled to receive notice as required under otherwise comply with, the WARN Act or similar statutes or regulations of any comparable state or local law and regulations promulgated thereunder on account of the aggregation of “employment losses” in accordance with the WARN Act or any comparable state or local law, and all notices, payments, fines or assessments due jurisdiction relating to any Governmental Authority, pursuant to any applicable foreign, federal, state or local law, common law, statute, rule or regulation with respect to the employment, discharge or layoff of employees by the Company or any of its affiliates after the Closing Date, including the WARN Act, and any comparable state or local law. To the extent possible, the Buyer and the Seller agree to treat the Buyer as a “successor employer” and the Seller or one or more of its affiliates as a “predecessor employer” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Affected Employees, for purposes of Taxes imposed under the United States Federal Unemployment Tax or the United States Federal Insurance Contributions Act. The Buyer expressly agrees that (i) from the date hereof until the first anniversary of the Closing Date, it will not directly or indirectly solicit for employment or employ any person who is employed by the Seller on the date hereof or on the Closing Date and who is not an Affected Employee, and (ii) from the Closing Date until the first anniversary of the Closing Date, it will cause the Company and the Company Subsidiaries not to directly or indirectly solicit for employment or employ any person who is employed by the Seller on the date hereof or on the Closing Date and who is not an Affected Employee.any

Workforce Matters. The Buyer may, but is not obligated to, offer employment effective as (a) If any employee of the Closing to those employees of the Seller identified in Section 6.6 of the Seller Disclosure Schedule (such individuals, the “Affected Employees”). While the Seller and the Buyer do not anticipate that there will be a sufficient number of Affected Employees Company or any Company Subsidiary who will not be hired by the Buyer for there to be a “mass layoff’ or “plant closing” under the Worker Adjustment and Retraining Notification Act (the “WARN Act“), the Buyer agrees to make appropriate offers to sufficient numbers of Affected Employees such that termination of employment by the Seller of Affected Employees not offered employment with the Buyer will not result in a “mass layoff” or “plant closing” under the WARN Act, except that the Buyer shall not be responsible for any actions of the Seller was an employee immediately prior to the date of this Agreement in terminating or laying off its employees who are not Closing (an "Affected Employees. In connection with the hiring process for Affected Employees, the Buyer shall comply with applicable laws pertaining to labor and employment, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Rehabilitation Act and comparable state and local laws. If any Affected Employee Employee") is not hired discharged by the Buyer as of the Closing or if the Buyer Company or any Affected Employee terminates such Affected Employee’s employment Company Subsidiary as of or after the Closing, then the Buyer Purchaser shall be responsible for any and all severance costs for all such Affected EmployeesEmployee, including payments owing under those agreements, plans or arrangements listed in Section 3.9(a3.8(a) of the Seller Disclosure Schedule. As between the Seller and the Buyer, neither the Seller nor DQE shall be obligated to provide any severance or separation pay benefits to any Affected Employee on account of any termination of such Affected Employee’s employment on or after the Closing Date. The Buyer Purchaser shall be responsible for providing any continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”") in respect of Business Affected Employees who experience a qualifying event (within the meaning of COBRA) after the Closing Date. To the extent required by law, the Seller shall be responsible for providing any continuation coverage required by COBRA in respect of Business Employees who experience or have experienced a qualifying event (within the meaning of COBRA) prior to to, on or after the Closing Date including, without limitation, all other employees of the Company or on any Company Subsidiary who experience such a qualifying event before the Closing Date as a result but who do not provide notice of the transactions contemplated by this Agreement (provided that qualifying event until on or after the Seller shall be deemed to be in compliance with this sentence if DQE so complies with this sentence on the Seller’s behalf)Closing Date. The Buyer Purchaser shall be responsible and assume all liability for all notices or payments due to any Affected Employees under the Worker Adjustment and Retraining Notification Act and regulations promulgated thereunder (the "WARN Act") or to any employee of the Company or any Company Subsidiary who become becomes entitled to receive notice as required under the WARN Act or any comparable state or local law and regulations promulgated thereunder on account of the aggregation of “"employment losses” " in accordance with the WARN Act or any comparable state or local lawAct, and all notices, payments, fines or assessments due to any Governmental Authority, pursuant to any applicable foreign, federal, state or local law, common law, statute, rule or regulation with respect to the employment, discharge or layoff of employees by the Company or any of its affiliates Company Subsidiary after the Closing Date, including the WARN Act, and any comparable state or local law. To . (b) Following the extent possibleClosing, the Buyer and the Seller agree Purchaser shall cause CILCO to treat the Buyer as a “successor employer” and the Seller or one or more of honor its affiliates as a “predecessor employer” within the meaning of Sections 3121(a)(1) and 3306(b)(1) collective bargaining agreement with Local Union 51 of the CodeInternational Brotherhood of Electrical Workers ("IBEW Local 51") in effect immediately prior to the Closing, with respect to Affected Employeesas well as the Letter Agreement dated as of February 11, for purposes of Taxes imposed under the United States Federal Unemployment Tax or the United States Federal Insurance Contributions Act. The Buyer expressly agrees that (i) from the date hereof until the first anniversary of the Closing Date, it will not directly or indirectly solicit for employment or employ any person who is employed by the Seller on the date hereof or on the Closing Date 2001 between CILCO and who is not an Affected Employee, and (ii) from the Closing Date until the first anniversary of the Closing Date, it will cause the Company and the Company Subsidiaries not to directly or indirectly solicit for employment or employ any person who is employed by the Seller on the date hereof or on the Closing Date and who is not an Affected EmployeeIBEW Local 51.

Workforce Matters. (a) Neither Utility, Development, Reynolds nor any Company Subsidixxx xxx any employees. The Buyer maywill make offers of employment, but is not obligated to, offer employment effective as of the Closing Closing, to those employees of the Seller identified in Section 6.6 by mutual written agreement of the Seller Disclosure Schedule and PSC as Affected Employees (such individuals, the “"Affected Employees”)") such that such Affected Employees do not suffer an "employment loss" under the WARN Act (as defined below) as a result of such offers. While The Buyer and the Seller and acknowledge that if the Buyer do not anticipate that there will be a sufficient number makes appropriate offers to all Affected Employees, none of such Affected Employees who will not be hired by suffer an "employment loss" as defined under the Buyer for there to be a “mass layoff’ or “plant closing” under WARN Act. As used in this Agreement, the term "WARN Act" shall mean the Worker Adjustment and Retraining Notification Act (the “WARN Act“), the Buyer agrees to make appropriate offers to sufficient numbers of Affected Employees such that termination of employment by the Seller of Affected Employees not offered employment with the Buyer will not result in a “mass layoff” or “plant closing” under the WARN Act, except that the Buyer shall not be responsible for any actions of the Seller prior to the date of this Agreement in terminating or laying off its employees who are not Affected Employees. In connection with the hiring process for Affected Employees, the Buyer shall comply with applicable laws pertaining to labor and employment, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Rehabilitation Act and comparable state and local laws. If any Affected Employee is not hired by the Buyer as of the Closing or if the Buyer or any Affected Employee terminates such Affected Employee’s 's employment as of or after the Closing, then the Buyer shall be responsible for any and all severance costs for all such Affected Employees, including payments owing under those agreements, plans or arrangements listed in Section 3.9(a) of the Seller Disclosure Schedule. As between the Seller and the Buyer, neither the Seller nor DQE shall be obligated to provide any severance or separation pay benefits to any Affected Employee on account of any termination of such Affected Employee’s 's employment on or after the Closing Date. Neither Buyer nor its affiliates shall be responsible for providing severance benefits to any employee of Seller or its affiliates other than benefits payable in respect of Affected Employees in accordance with this Section 7.6(a). The Buyer shall be responsible for providing any continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”) "), in respect of Business Affected Employees who experience a qualifying event (within the meaning of COBRA) before, on or after the Closing Date. To the extent required by law, the The Seller shall be responsible for providing any continuation coverage notices required to be given under, or otherwise comply with, the WARN Act or similar statutes or regulations of any jurisdiction relating to any "plant closing" or "mass layoff" or similar triggering event ordered by COBRA in the Seller with respect of Business to the Affected Employees who experience a qualifying event (within the meaning of COBRA) prior to the Closing Date or on the Closing Date as a result of the transactions contemplated by this Agreement (provided that the Seller shall be deemed to be in compliance with this sentence if DQE so complies with this sentence on the Seller’s behalf)Date. The Buyer shall be responsible and assume all liability for all any notices required to be given under, or payments due to any Affected Employees who become entitled to receive notice as required under otherwise comply with, the WARN Act or similar statutes or regulations of any comparable state jurisdiction relating to any "plant closing" or local law and regulations promulgated thereunder on account of "mass layoff" or similar triggering event ordered by the aggregation of “employment losses” in accordance with the WARN Act Buyer or any comparable state or local law, and all notices, payments, fines or assessments due to any Governmental Authority, pursuant to any applicable foreign, federal, state or local law, common law, statute, rule or regulation Buyer Subsidiary with respect to the employment, discharge or layoff of employees by the Company or any of its affiliates Affected Employees on and after the Closing Date. For the avoidance of doubt, including for purposes here, the Parties intend for the "effective date" within the meaning of the WARN Act, Act to refer to and any comparable state or local lawmean the Closing Date. To the extent possible, the Buyer and the Seller agree to treat the Buyer as a “"successor employer” " and the Seller or one or more of its affiliates as a “"predecessor employer” " within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Affected Employees, for purposes of Taxes imposed under the United States Federal Unemployment Tax or the United States Federal Insurance Contributions Act. The Buyer expressly agrees that (i) from the date hereof until the first anniversary of the Closing Date, it will not directly or indirectly solicit for employment or employ any person who is employed by the Seller on the date hereof or on the Closing Date and who is not an Affected Employee, and (ii) from the Closing Date until the first anniversary of the Closing Date, it will cause the Company and the Company Subsidiaries not to directly or indirectly solicit for employment or employ any person who is employed by the Seller on the date hereof or on the Closing Date and who is not an Affected Employee.

Workforce Matters. (a) The Buyer maywill make offers of employment, but is not obligated to, offer employment effective as of the Closing Closing, to those employees of the Seller or the Seller's Affiliates identified in Section 6.6 by mutual written agreement of the Seller Disclosure Schedule (such individuals, the “Affected Employees”). While the Seller and the Buyer as Affected Employees (such individuals the "Affected Employees " such that such Affected Employees do not anticipate suffer an "employment loss" under the WARN Act (as defined below) as a result of such offers. The Buyer and the Seller acknowledge that there will be a sufficient number if the Buyer makes "appropriate offers" to all Affected Employees, none of such Affected Employees who will not be hired by suffer an "employment loss" as defined under the Buyer for there to be a “mass layoff’ or “plant closing” under WARN Act. As used in this Agreement, the term "WARN Act" shall mean the Worker Adjustment and Retraining Notification Act (the “WARN Act“), the Buyer agrees to make appropriate offers to sufficient numbers of Affected Employees such that termination of employment by the Seller of Affected Employees not offered employment with the Buyer will not result in a “mass layoff” or “plant closing” under the WARN Act, except that the Buyer shall not be responsible for any actions of the Seller prior to the date of this Agreement in terminating or laying off its employees who are not Affected Employees. In connection with the hiring process for Affected Employees, the Buyer shall comply with applicable laws pertaining to labor and employment, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Rehabilitation Act and comparable state and local laws. If any Affected Employee is not hired by the Buyer as of the Closing or if the Buyer or any Affected Employee terminates such Affected Employee’s 's employment as of or after the ClosingClosing other than for cause, then the Buyer shall be responsible for any and all severance costs for all such Affected Employees, including payments owing under those agreements, plans or arrangements listed in Section 3.9(a) of the Seller Disclosure Schedule; provided, however, that if any Affected Employee fails or refuses to accept an appropriate offer or voluntarily terminates his or her employment with the Buyer on or after the Closing, the Buyer shall have no liability for severance costs, including but not limited to the payments owing under the agreements, plans, or arrangements listed in Section 3.9(a) of the Seller Disclosure Schedule. As between the Seller and the Buyer, neither the Seller nor DQE shall not be obligated to provide any severance or separation pay benefits to any Affected Employee on account of any termination of such Affected Employee’s 's employment on or after the Closing Date. The Buyer shall not be responsible for providing any compensation or severance benefits to any employee of the Seller or its Affiliates other than benefits payable in respect of Affected Employees in accordance with this Section 7.6(a). The Buyer shall be responsible for providing any continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”) "), in respect of Business Affected Employees who experience a qualifying event (within the meaning of COBRA) after before, or on the Closing Date. To the extent required by law, the The Seller shall be responsible for providing any continuation coverage notices required to be given under, or otherwise comply with, the WARN Act or similar statutes or regulations of any jurisdiction relating to any "plant closing" or "mass layoff" or similar triggering event ordered by COBRA in the Seller with respect of Business to the Affected Employees who experience a qualifying event (within the meaning of COBRA) prior to the Closing Date or on the Closing Date as a result of the transactions contemplated by this Agreement (provided that the Seller shall be deemed to be in compliance with this sentence if DQE so complies with this sentence on the Seller’s behalf)Date. The Buyer shall be responsible and assume all liability for all any notices required to be given under, or payments due to any Affected Employees who become entitled to receive notice as required under otherwise comply with, the WARN Act or similar statutes or regulations of any comparable state or local law and regulations promulgated thereunder on account of the aggregation of “employment losses” in accordance with the WARN Act or any comparable state or local law, and all notices, payments, fines or assessments due jurisdiction relating to any Governmental Authority, pursuant to any applicable foreign, federal, state "plant closing" or local law, common law, statute, rule "mass layoff" or regulation similar triggering event ordered by the Buyer with respect to the employment, discharge or layoff of employees by the Company or any of its affiliates Affected Employees on and after the Closing Date. For the avoidance of doubt, including for purposes here, the Parties intend for the "effective date" within the meaning of the WARN Act, Act to refer to and any comparable state or local lawmean the Closing Date. To the extent possible, the Buyer and the Seller agree to treat the Buyer as a “"successor employer” " and the Seller or one or more of its affiliates Affiliates as a “"predecessor employer” " within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Affected Employees, for purposes of Taxes imposed under the United States Federal Unemployment Tax or the United States Federal Insurance Contributions Act. The Buyer expressly agrees that (i) from the date hereof until the first anniversary of the Closing Date, it will not directly or indirectly solicit for employment or employ any person who is employed by the Seller on the date hereof or on the Closing Date and who is not an Affected Employee, and (ii) from the Closing Date until the first anniversary of the Closing Date, it will cause the Company and the Company Subsidiaries not to directly or indirectly solicit for employment or employ any person who is employed by the Seller on the date hereof or on the Closing Date and who is not an Affected Employee.

Workforce Matters. The Buyer may, but is not obligated to, offer employment effective as (a) If any employee of the Closing to those employees of the Seller identified in Section 6.6 of the Seller Disclosure Schedule (such individuals, the “Affected Employees”). While the Seller and the Buyer do not anticipate that there will be a sufficient number of Affected Employees Company or any Company Subsidiary who will not be hired by the Buyer for there to be a “mass layoff’ or “plant closing” under the Worker Adjustment and Retraining Notification Act (the “WARN Act“), the Buyer agrees to make appropriate offers to sufficient numbers of Affected Employees such that termination of employment by the Seller of Affected Employees not offered employment with the Buyer will not result in a “mass layoff” or “plant closing” under the WARN Act, except that the Buyer shall not be responsible for any actions of the Seller was an employee immediately prior to the date of this Agreement in terminating or laying off its employees who are not Affected Employees. In connection with the hiring process for Affected Employees, the Buyer shall comply with applicable laws pertaining to labor and employment, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Rehabilitation Act and comparable state and local laws. If any Affected Employee Closing (an "AFFECTED EMPLOYEE") is not hired discharged by the Buyer as of the Closing or if the Buyer Company or any Affected Employee terminates such Affected Employee’s employment Company Subsidiary as of or after the Closing, then the Buyer Purchaser shall be responsible for any and all severance costs for all such Affected EmployeesEmployee, including payments owing under those agreements, plans or arrangements listed in Section 3.9(a3.8(a) of the Seller Disclosure Schedule. As between the Seller and the Buyer, neither the Seller nor DQE shall be obligated to provide any severance or separation pay benefits to any Affected Employee on account of any termination of such Affected Employee’s employment on or after the Closing Date. The Buyer Purchaser shall be responsible for providing any continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”") in respect of Business Affected Employees who experience a qualifying event (within the meaning of COBRA) after the Closing Date. To the extent required by law, the Seller shall be responsible for providing any continuation coverage required by COBRA in respect of Business Employees who experience or have experienced a qualifying event (within the meaning of COBRA) prior to to, on or after the Closing Date including, without limitation, all other employees of the Company or on any Company Subsidiary who experience such a qualifying event before the Closing Date as a result but who do not provide notice of 29 the transactions contemplated by this Agreement (provided that qualifying event until on or after the Seller shall be deemed to be in compliance with this sentence if DQE so complies with this sentence on the Seller’s behalf)Closing Date. The Buyer Purchaser shall be responsible and assume all liability for all notices or payments due to any Affected Employees under the Worker Adjustment and Retraining Notification Act and regulations promulgated thereunder (the "WARN ACT") or to any employee of the Company or any Company Subsidiary who become becomes entitled to receive notice as required under the WARN Act or any comparable state or local law and regulations promulgated thereunder on account of the aggregation of “"employment losses” " in accordance with the WARN Act or any comparable state or local lawAct, and all notices, payments, fines or assessments due to any Governmental Authority, pursuant to any applicable foreign, federal, state or local law, common law, statute, rule or regulation with respect to the employment, discharge or layoff of employees by the Company or any of its affiliates Company Subsidiary after the Closing Date, including the WARN Act, and any comparable state or local law. To . (b) Following the extent possibleClosing, the Buyer and the Seller agree Purchaser shall cause CILCO to treat the Buyer as a “successor employer” and the Seller or one or more of honor its affiliates as a “predecessor employer” within the meaning of Sections 3121(a)(1) and 3306(b)(1) collective bargaining agreement with Local Union 51 of the CodeInternational Brotherhood of Electrical Workers ("IBEW LOCAL 51") in effect immediately prior to the Closing, with respect to Affected Employeesas well as the Letter Agreement dated as of February 11, for purposes of Taxes imposed under the United States Federal Unemployment Tax or the United States Federal Insurance Contributions Act. The Buyer expressly agrees that (i) from the date hereof until the first anniversary of the Closing Date, it will not directly or indirectly solicit for employment or employ any person who is employed by the Seller on the date hereof or on the Closing Date 2001 between CILCO and who is not an Affected Employee, and (ii) from the Closing Date until the first anniversary of the Closing Date, it will cause the Company and the Company Subsidiaries not to directly or indirectly solicit for employment or employ any person who is employed by the Seller on the date hereof or on the Closing Date and who is not an Affected EmployeeIBEW Local 51.

Workforce Matters. (a) Neither Utility, Development, Xxxxxxxx nor any Company Subsidiary has any employees. The Buyer maywill make offers of employment, but is not obligated to, offer employment effective as of the Closing Closing, to those employees of the Seller identified in Section 6.6 by mutual written agreement of the Seller Disclosure Schedule and PSC as Affected Employees (such individuals, the “"Affected Employees”)") such that such Affected Employees do not suffer an "employment loss" under the WARN Act (as defined below) as a result of such offers. While The Buyer and the Seller and acknowledge that if the Buyer do not anticipate that there will be a sufficient number makes appropriate offers to all Affected Employees, none of such Affected Employees who will not be hired by suffer an "employment loss" as defined under the Buyer for there to be a “mass layoff’ or “plant closing” under WARN Act. As used in this Agreement, the term "WARN Act" shall mean the Worker Adjustment and Retraining Notification Act (the “WARN Act“), the Buyer agrees to make appropriate offers to sufficient numbers of Affected Employees such that termination of employment by the Seller of Affected Employees not offered employment with the Buyer will not result in a “mass layoff” or “plant closing” under the WARN Act, except that the Buyer shall not be responsible for any actions of the Seller prior to the date of this Agreement in terminating or laying off its employees who are not Affected Employees. In connection with the hiring process for Affected Employees, the Buyer shall comply with applicable laws pertaining to labor and employment, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Rehabilitation Act and comparable state and local laws. If any Affected Employee is not hired by the Buyer as of the Closing or if the Buyer or any Affected Employee terminates such Affected Employee’s 's employment as of or after the Closing, then the Buyer shall be responsible for any and all severance costs for all such Affected Employees, including payments owing under those agreements, plans or arrangements listed in Section 3.9(a) of the Seller Disclosure Schedule. As between the Seller and the Buyer, neither the Seller nor DQE shall be obligated to provide any severance or separation pay benefits to any Affected Employee on account of any termination of such Affected Employee’s 's employment on or after the Closing Date. Neither Buyer nor its affiliates shall be responsible for providing severance benefits to any employee of Seller or its affiliates other than benefits payable in respect of Affected Employees in accordance with this Section 7.6(a). The Buyer shall be responsible for providing any continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”) "), in respect of Business Affected Employees who experience a qualifying event (within the meaning of COBRA) before, on or after the Closing Date. To the extent required by law, the The Seller shall be responsible for providing any continuation coverage notices required to be given under, or otherwise comply with, the WARN Act or similar statutes or regulations of any jurisdiction relating to any "plant closing" or "mass layoff" or similar triggering event ordered by COBRA in the Seller with respect of Business to the Affected Employees who experience a qualifying event (within the meaning of COBRA) prior to the Closing Date or on the Closing Date as a result of the transactions contemplated by this Agreement (provided that the Seller shall be deemed to be in compliance with this sentence if DQE so complies with this sentence on the Seller’s behalf)Date. The Buyer shall be responsible and assume all liability for all any notices required to be given under, or payments due to any Affected Employees who become entitled to receive notice as required under otherwise comply with, the WARN Act or similar statutes or regulations of any comparable state or local law and regulations promulgated thereunder on account of the aggregation of “employment losses” in accordance with the WARN Act or any comparable state or local law, and all notices, payments, fines or assessments due jurisdiction relating to any Governmental Authority, pursuant to any applicable foreign, federal, state or local law, common law, statute, rule or regulation with respect to the employment, discharge or layoff of employees by the Company or any of its affiliates after the Closing Date, including the WARN Act, and any comparable state or local law. To the extent possible, the Buyer and the Seller agree to treat the Buyer as a “successor employer” and the Seller or one or more of its affiliates as a “predecessor employer” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Affected Employees, for purposes of Taxes imposed under the United States Federal Unemployment Tax or the United States Federal Insurance Contributions Act. The Buyer expressly agrees that (i) from the date hereof until the first anniversary of the Closing Date, it will not directly or indirectly solicit for employment or employ any person who is employed by the Seller on the date hereof or on the Closing Date and who is not an Affected Employee, and (ii) from the Closing Date until the first anniversary of the Closing Date, it will cause the Company and the Company Subsidiaries not to directly or indirectly solicit for employment or employ any person who is employed by the Seller on the date hereof or on the Closing Date and who is not an Affected Employee.any