Common use of Employee Benefits Matters Clause in Contracts

Employee Benefits Matters. (a) Adara shall, or shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide the employees of the Company and any Company Subsidiary who remain employed immediately after the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries (excluding any retiree health plans or programs, or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time with any Company Group Member; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara shall use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occurs.

Employee Benefits Matters. (a) Adara shallFrom and after the Effective Time, or Parent shall cause the Surviving Corporation and each of its subsidiariessubsidiaries to honor in accordance with their terms, as applicableall contracts, to provide the employees agreements, arrangements, policies, plans and commitments of the Company and any Company Subsidiary who remain employed the Subsidiaries as in effect immediately after the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries (excluding any retiree health plans or programs, or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time that are applicable to any current or former employees, consultants, or directors of the Company or any Subsidiary. Following the Effective Time, Parent shall give each Company employee credit for prior service with any the Company Group Member; providedor its Subsidiaries, howeverincluding predecessor employers, that such crediting for purposes of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara shall use reasonable best efforts to (i) cause to be waived eligibility and vesting under any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans established plan of Parent or maintained by its applicable subsidiary in which such employee becomes eligible to participate at or following the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependentsEffective Time, and (ii) cause determination of benefits levels under any vacation or severance plan of Parent or its subsidiaries in which such employee becomes eligible expenses incurred to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Plan, service shall be credited solely to the extent that such crediting will not result in the duplication of benefits. Parent shall give credit under those of its and its subsidiaries’ welfare benefit plans in which Company employees and their eligible dependents become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by any Continuing Employee Company employees and his or her covered their eligible dependents, during the portion in respect of the plan year in which the Closing occurs, under those health and welfare benefit plans Effective Time occurs or the plan year in which such Continuing Employee currently participates individuals are transitioned to such plans from the corresponding Plans, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable, except as would also be taken into account applicable under those health the corresponding Plans, to Company employees and welfare benefit their eligible dependents under the employee heath plans of Parent and its subsidiaries, including medical, dental, vision and prescription drug plans, in which such Continuing Employee participates subsequent individuals become eligible to participate at or following the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occursEffective Time.

Employee Benefits Matters. (a) Adara shallFrom and after the Effective Time, or Parent shall cause assume and honor all Company Benefit Plans and shall honor all Parent Benefit Plans (including the Surviving Corporation and each of its subsidiaries, as applicable, to provide the employees arrangements identified on Section 6.7 of the Parent Disclosure Letter). For all purposes under the employee benefit plans of Parent and its affiliates providing benefits to any current or former employee of Parent, the Company and or any Company Subsidiary who remain employed immediately of their respective affiliates (collectively, the “Continuing Employees”) after the Effective Time (the “New Plans”), and subject to Applicable Law, each Continuing Employees”) Employee shall be credited with his or her years of service with Parent or the Company or any of their respective affiliates, as the case may be, before the Effective Time, to the same extent as such Continuing Employee was entitled, before the Effective Time, to credit for purposes of eligibility to participate, vesting and determining the level of benefitssuch service under any similar Parent Benefit Plans or Company Benefit Plans, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries (excluding any retiree health plans or programs, or defined benefit retirement plans or programs) for service accrued or deemed accrued prior except to the Effective Time with any Company Group Member; provided, however, that extent such crediting credit would result in a duplication of service shall not operate to duplicate any benefit or the funding of any such benefitbenefits. In addition, and without limiting the generality of the foregoing, and subject to any Applicable Law: (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans which are welfare benefit plans to the terms extent coverage under such New Plan replaces coverage under a comparable Parent Benefit Plan or Company Benefit Plan, as applicable, in which such Continuing Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”); and (ii) for purposes of all governing documentseach New Plan providing medical, Adara dental, pharmaceutical and/or vision benefits to any Continuing Employee, Parent shall use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any all pre-existing condition limitations under each exclusions and actively-at-work requirements of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any such New Plan to be waived for such Continuing Employee and his or her covered dependents, and Parent shall cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year in which of the Closing occurs, under those health and welfare benefit plans in which Old Plan ending on the date such Continuing Employee currently participates Employee’s participation in the corresponding New Plan begins to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date New Plan for purposes of satisfying all deductible, coinsurance, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other year as if such amounts had been paid time off of the Continuing Employees that existed immediately prior to the Closing in accordance with respect to the calendar year in which the Closing occurssuch New Plan.

Employee Benefits Matters. (a) Adara The SPAC shall, or shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide the employees of the Company and any Company Subsidiary who remain employed immediately after the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation (including, without limitation, any employee benefit plan as defined in Section 3(3) of ERISA and any vacation or any of its subsidiaries (excluding any retiree health plans other paid time-off program or programs, or defined benefit retirement plans or programspolicy) for service accrued or deemed accrued prior to the Effective Time with any Company Group Memberthe Company; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara SPAC shall use commercially reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occursClosing.

Employee Benefits Matters. (a) Adara Holdco shall, or shall cause the Company Merger Surviving Corporation and each of its subsidiaries, as applicableCorporation, to provide the employees of the Company and any Company Subsidiary who remain employed immediately after the Company Merger Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by Holdco or the Company Merger Surviving Corporation (including, without limitation, any employee benefit plan as defined in Section 3(3) of ERISA and any vacation or any of its subsidiaries (excluding any retiree health plans other paid time-off program or programs, or defined benefit retirement plans or programspolicy) for service accrued or deemed accrued prior to the Company Merger Effective Time with any Company Group Memberthe Company; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to Holdco shall, and shall cause the terms of all governing documentsCompany Merger Surviving Corporation to, Adara shall use commercially reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Company Merger Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Company Merger Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occursClosing.

Employee Benefits Matters. (a) Adara shallFollowing the Effective Time, or Parent shall cause give each employee of the Company, the Surviving Corporation and each or their respective Subsidiaries who shall have been employed by the Company or any of its subsidiaries, as applicable, Subsidiaries immediately prior to provide the employees of the Company and any Company Subsidiary who remain employed immediately after the Effective Time (the “Continuing Employees”) full credit for prior service with the Company or its Subsidiaries to the extent such service would be recognized if it had been performed as an employee of Parent for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries (excluding any retiree health plans or programs, or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time with any Company Group Member; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara shall use reasonable best efforts to (i) cause to be waived eligibility and vesting under any Parent Employee Plans, but not for benefit accrual purposes under any defined benefit plan of Parent or for purposes of determining eligibility waiting periods, any evidence of insurability requirements for retiree health and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependentswelfare benefits, and (ii) cause unless covered under another arrangement with or of Parent or the Surviving Corporation, determination of benefit levels under any Parent Employee Plan or policy of general application relating to vacation, sick and paid time off accrual or severance, in either case for which the Continuing Employees are otherwise prospectively eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occursContinuing Employees are offered participation, under those health and welfare benefit plans but except where such credit would result in which such a duplication of benefits. For the avoidance of doubt, no Continuing Employee currently participates shall be retroactively eligible for any Parent Employee Plan, including any such Parent Employee Plan that was frozen prior to the Effective Time. In addition, Parent shall waive, or cause to be taken into account under those health waived, any limitations on benefits relating to pre-existing conditions, eligibility waiting periods, evidence of insurability, physical examination and welfare benefit plans in which such Continuing Employee participates subsequent actively at-work requirements to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket same extent such limitations or requirements would not have been applicable to such Continuing Employee under the terms of any comparable medical and his dental plan of the Company and its Subsidiaries. For purposes of this Agreement, the term “Parent Employee Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other formal written plan or her covered dependents policy under which service with Parent is relevant to eligibility, vesting and/or level of benefits, for the applicable plan year. Following benefit of, or relating to, the Closing, Surviving Corporation will honor all accrued but unused vacation current employees of Parent or its Subsidiaries and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occurseligibility has not been frozen.

Employee Benefits Matters. (a) Adara shallFor a period of one year from and after the Effective Time, or Parent shall cause the Surviving Corporation and each of its subsidiariessubsidiaries to honor in accordance with their terms (without amendment or modification in a manner adverse to the participants therein) all contracts, as applicableagreements, to provide the employees arrangements, policies, plans and commitments of the Company and any Company Subsidiary who remain employed the Subsidiaries as in effect immediately after prior to the Effective Time that are applicable to any current or former employees or directors of the Company or any Subsidiary; provided, however, that Parent and the Surviving Corporation shall not be required to provide an employer stock fund in any defined contribution plan, or to make any matching or other contributions to such plans in stock; provided, further, that after the first anniversary of the Effective Time, Parent and the Surviving Corporation or any of Parent's subsidiaries shall not be prohibited from amending, modifying or terminating any such contracts, agreements, arrangements, policies, plans and commitments in accordance with their terms. Employees of the Company or any Subsidiary (the “Continuing "Company Employees”") shall receive credit for service accrued prior to the Effective Time with the Company or any Subsidiary ("Pre-Closing Service") for purposes of eligibility to participate, participate and vesting and determining the level of benefits, as applicable, (but not for benefit accruals) under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation Parent or any of its subsidiaries (excluding any retiree health plans or programs, or defined benefit retirement plans or programsincluding the Surviving Corporation) for service accrued or deemed accrued prior that is extended to the Effective Time with any Company Group MemberEmployees; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to Parent and the terms of all governing documentsSurviving Corporation shall waive, Adara shall use reasonable best efforts to (i) or cause to be waived any eligibility waiting periodswaived, any evidence of insurability requirements and the application of limitations on benefits relating to any pre-existing condition conditions to the same extent such limitations are waived under each any comparable plan of Parent or its subsidiaries and recognize, for purposes of annual deductible, co-payment and out-of-pocket limits under its medical and dental plans, deductible, co-payment and out-of-pocket expenses paid by employees of the employee benefit plans Company and its Subsidiaries in the respective plan year in which the Effective Time occurs; and provided, further, however, that (i) all Pre-Closing Service shall be counted for purposes of determining the level of benefits under any vacation or severance plan following the Effective Time established or maintained by the Surviving Corporation Parent or any of its subsidiaries (including the Surviving Corporation) that cover the Continuing is extended to Company Employees or their dependents, and (ii) cause following the Effective Time, all employees of the Company and the Subsidiaries shall be entitled to all unused vacation time accrued as of the Effective Time. Notwithstanding any eligible expenses incurred by any Continuing Employee and his or her covered dependentsof the foregoing to the contrary, during the portion one-year period following the Effective Time, Parent may cause the Surviving Corporation and the other subsidiaries of Parent to provide to certain employees of the plan year in which Company and the Closing occursSubsidiaries all employee benefit plans, under those health programs or arrangements of Parent or any of its subsidiaries available to similarly situated employees of Parent and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to its subsidiaries; provided that the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off employees of the Continuing Employees Company and the Subsidiaries receive benefits under such employee benefit plans, programs or arrangements that existed immediately prior are not less favorable than the benefits provided to similarly situated employees of Parent and its subsidiaries, in lieu of the Closing with respect to employee benefit plans, programs or arrangements of the calendar year in which Company and the Closing occursSurviving Corporation.

Employee Benefits Matters. (a) Adara shallExcept as provided in the last sentence of this Section 7.10(a) and subject to any obligations under any plan or arrangement that has been the subject of the collective bargaining process, or shall cause Parent and the Surviving Corporation shall have no obligation to continue after the Effective Time any plan or arrangement in effect immediately before the Effective Time (except as otherwise required by applicable Law, including without limitation ERISA and each the Code) for current or former employees, officers or directors of its subsidiariesthe Company or any Company Subsidiary, as applicableand shall have the discretion to continue or terminate any of such programs, or to provide merge any of them into plans or arrangements in effect for other employees of Parent or the Surviving Corporation. To the extent legally permitted, employees of the Company and or any Company Subsidiary who remain employed immediately after the Effective Time (the “Continuing Employees”) shall receive credit for purposes of eligibility to participate, participate and vesting and determining the level of benefits, as applicable, under any employee pension benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries (excluding Subsidiaries and for the purpose of eligibility and determining the amount of any retiree health plans benefit with respect to any employee welfare benefit plan, program or programs, arrangement established or defined benefit retirement plans or programs) maintained by the Surviving Corporation for service accrued or deemed accrued prior to the Effective Time with the Company or any Company Group MemberSubsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In additionIf, subject during the annual period of coverage (the “Applicable Period of Coverage”) in which falls the Closing Date, the Surviving Corporation shall terminate any “group health plan,” within the meaning of Code Section 4980B(g)(2), in which one or more of the Company’s or a Company Subsidiary’s employees participated immediately prior to the terms of all governing documentsClosing Date, Adara the Surviving Corporation shall use reasonable best efforts cause any successor group health plan to (i) cause to be waived apply any eligibility waiting periods, any evidence of insurability requirements and the application of any or pre-existing condition limitations under each period only to the extent its duration is not in excess of the employee benefit plans established corresponding waiting or maintained by pre-existing condition limitations period applied under such predecessor plan and to give credit for any such employee’s participation in the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the predecessor plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent prior to the Closing Date for purposes covered expenses paid by any each such employee under a predecessor plan during the Applicable Period of satisfying all deductibleCoverage towards satisfaction of any annual deductible limitation, coinsurance, and maximum co-payment and/or out-of-of pocket requirements applicable to maximum applied under such Continuing Employee and his or her covered dependents for successor group health plan. Parent shall also cause the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation to perform the Company’s obligations under the change in control and other paid time off agreements referred to in Section 7.10(a) of the Continuing Employees that existed immediately prior to Company Disclosure Schedule between the Closing with respect to the calendar year in which the Closing occursCompany and certain of its officers and employees unless any such officer or employee agrees otherwise.

Employee Benefits Matters. (a) Adara From the Closing and until the earlier of (i) twelve months after the Closing, and (ii) December 31, 2023, but in no case of clauses (i) and (ii), beyond the date of the applicable Company Employee’s termination of employment with the Company, Buyer or any of their respective Affiliates, the Buyer shall, or shall cause the Surviving Corporation and its Affiliates to, take reasonable action so that each of its subsidiaries, as applicable, to provide the employees employee of the Company as of the Closing Date (each, a “Company Employee”) is provided with a base salary or hourly wage rate (as applicable) and any short- term target incentive cash opportunity amounts which are no less favorable than those received by such Company Subsidiary who remain employed Employee immediately prior to the Closing, and employee benefit plans, programs or arrangements (excluding Excluded Benefits) that are in the aggregate substantially comparable to the employee benefit plans and programs (excluding Excluded Benefits) that were provided to such Company Employee immediately prior to the Closing. (b) The Company Employees shall, after the Effective Time Closing, continue to receive full credit for service with the Company (or predecessor employers to the “Continuing Employees”extent the Company provides such past service credit) credit for purposes of eligibility to participateeligibility, vesting under a Tax-qualified defined contribution retirement plan, and, solely with respect to severance and determining paid time off, benefit accrual (in each case, except to the level extent such service recognition would result in a duplication of benefits, as applicable, ) under any employee benefit plan, program or arrangement established or maintained plans and programs provided to the Company Employees after the Closing by the Surviving Corporation Buyer or any Affiliate of its subsidiaries (excluding any retiree health the Buyer to the same extent such service was recognized under similar plans or programs, or defined benefit retirement plans or programs) for service accrued or deemed accrued of the Company prior to the Effective Time Closing, provided, that service credit will in no case be recognized under or with respect to any defined benefit pension plan or arrangement or equity or equity-based arrangement. (c) With respect to any medical, dental, vision or prescription drug plans sponsored by the Buyer or any Affiliate of the Buyer in which any Company Group Member; providedEmployee first becomes eligible to participate on or after the Closing Date, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara Buyer shall use commercially reasonable best efforts to (i) waive, or cause to be waived any eligibility waiting periodswaived, any evidence of insurability requirements and the application of any pre-existing condition limitations limitations, exclusions, actively-at-work requirements and waiting periods, in each case, to the extent waived or satisfied under each of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, a comparable Company Benefit Plan and (ii) for the plan year in which the Closing occurs, cause any eligible expenses such plan to recognize the dollar amount of all co-payments, co-insurance (but not premiums) and deductibles incurred by any Continuing such Company Employee (and his or her covered eligible dependents, ) under the corresponding Company Benefit Plan during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent occurs up to the Closing Date Closing, for purposes of satisfying all deductiblethe deductible and co- payment limitations under the relevant medical, coinsurancedental, prescription drug and maximum out-of-pocket requirements applicable to vision plans of the Buyer and its Affiliates in which such Continuing Company Employee (and his or her covered dependents for the applicable plan yeardependents) participate. (d) Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off the Company shall pay the bonuses set forth on Schedule 6.3(d) corresponding to the Bonus Eligible Continuing Employee set forth on Schedule 6.3(d) (less applicable withholding taxes), provided such Bonus Eligible Continuing Employee remains an employee of the Continuing Employees that existed immediately prior Company at the applicable Bonus Payment Time. (e) Nothing set forth in this Section 6.3 is intended to (or shall) (i) be treated as an amendment or adoption of any Company Benefit Plan or employee benefit plan, program, agreement, arrangement or policy of the Closing with respect to Buyer or any of its Affiliates, (ii) prevent the calendar year in which Buyer or any of its Affiliates (which, after the Closing occurs.Closing, includes the Company and its subsidiaries) from

Employee Benefits Matters. (a) Adara Parent shall, or shall cause the Surviving Corporation and each of its subsidiariesSubsidiaries, as applicable, to provide the employees of the Company and any the Company Subsidiary Subsidiaries who remain employed immediately after the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement Employee Benefit Plan established or maintained by the Surviving Corporation or any of its subsidiaries Subsidiaries (excluding any retiree health plans or programs, programs or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time with the Company or any Company Group MemberSubsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara Parent shall use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans Employee Benefit Plans established or maintained by the Surviving Corporation or any of its subsidiaries Subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, the Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occurs. The Company shall provide Parent or its designee with all information reasonably requested and necessary to allow Parent or its designee to comply with such obligations.

Employee Benefits Matters. Commencing on the consummation of the Offer and continuing until December 31, 1999, Parent shall cause the Company and the Surviving Corporation to continue to provide to employees of the Company and its Subsidiaries (aexcluding employees covered by collective bargaining agreements), as a whole, Employee Benefits which, in the aggregate, are no less favorable to such employees than the Employee Benefits provided to such employees as of the date hereof. Parent and the Company agree that the Company and the Surviving Corporation shall pay promptly or provide when due all compensation and benefits required to be paid pursuant to the terms of any Employee Plan or any individual agreement with any employee, former employee, director or former director in effect and disclosed to Parent as of the date hereof. For all Employee Benefits (including, without limitation, Employee Plans and other programs of Parent and its affiliates after the Effective Time), all service with the Company or any of its Subsidiaries prior to the Effective Time of employees (excluding employees covered by collective bargaining agreements) Adara shall be treated as service with Parent and its affiliates for eligibility and vesting purposes and for benefit accruals for purposes of severance and vacation pay to the same extent that such service is taken into account by the Company and its Subsidiaries as of the date hereof, except to the extent such treatment will result in duplication of benefits. From and after the Effective Time, Parent shall, or and shall cause the Surviving 29 31 Corporation to, (i) cause any pre-existing condition or limitation and each of its subsidiariesany eligibility waiting periods (to the extent such conditions, as applicable, limitations or waiting periods did not apply to provide the employees of the Company and any Company Subsidiary who remain employed immediately after under the Effective Time (Employee Plans in existence as of the “Continuing Employees”date hereof) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation group health plans of Parent or any of its subsidiaries (excluding any retiree health plans or programs, or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time with any Company Group Member; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara shall use reasonable best efforts to (i) cause Subsidiaries to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each with respect to employees of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or Company and their dependents, eligible dependents and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during give each employee of the portion of Company credit for the plan year in which the Closing occurs, under those health Effective Time occurs toward applicable deductions and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum annual out-of-pocket requirements applicable limits for expenses incurred prior to the Effective Time (or such Continuing Employee and his or her covered dependents for later date on which participation commences) during the applicable plan year. Following "Employee Benefits" shall mean the Closingfollowing benefits: any medical, health, dental, life insurance, long-term disability, severance, pension, Section 401(k), retirement or savings plan, policy or arrangement, including those such plans for which coverage is generally limited to officers or a select group of highly compensated employees of the Company or any of its Subsidiaries. Nothing herein shall require the continued employment of any person or prevent the Company or any of its Subsidiaries and/or the Surviving Corporation will honor all accrued but unused vacation and other paid time off from taking any action or refraining from taking any action which the Company or any of its Subsidiaries could take or refrain from taking prior to or after the Effective Time, including, without limitation, any action the Company or any of its Subsidiaries or the Surviving Corporation could take to terminate any plan under its terms as in effect as of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occursdate hereof. SECTION 7.6.

Employee Benefits Matters. (a) Adara shallFor the period beginning at the Effective Time and continuing through the second anniversary of the Effective Time, or Parent shall cause the Surviving Corporation and each of its subsidiaries, as applicable, Subsidiaries to provide the employees each employee of the Company as of immediately prior to the Effective Time with (i) a base salary at a level at least equal to such employee’s base salary as of immediately prior to the Effective Time, (ii) an opportunity for cash incentive compensation in a manner and any Company Subsidiary who remain employed with such criteria that is consistent with past practice and (iii) other employee benefits and arrangements that are at least substantially comparable in the aggregate to the employee benefits and arrangements in effect as of immediately after prior to the Effective Time (excluding any equity-based plan or arrangement). From and after the “Continuing Employees”) Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms, all contractual commitments under the Benefit Plans as in effect immediately prior to the Effective Time that are applicable to any current or former employees or directors of the Company or any Subsidiary of the Company. Employees of the Company or any Subsidiary of the Company shall receive credit for purposes of eligibility to participate, participate and vesting and determining the level of benefits, as applicable, (but not for benefit accruals) under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries (excluding any retiree health plans or programs, or defined benefit retirement plans or programs) Subsidiaries for service accrued or deemed accrued prior to the Effective Time with the Company or any Company Group MemberSubsidiary of the Company; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject Parent shall use its reasonable best efforts to waive, or cause to be waived, any limitations on benefits relating to any pre-existing conditions to the terms extent such conditions are covered immediately prior to the Effective Time under the applicable Benefit Plans and to the same extent such limitations are waived under any comparable plan of all governing documents, Adara shall Parent or its Subsidiaries and use reasonable best efforts to (i) cause to be waived any eligibility waiting periodsrecognize, any evidence for purposes of insurability requirements annual deductible and the application of any preout-existing condition limitations of-pocket limits under each its medical and dental plans, deductible and out-of-pocket expenses paid by employees of the Company and its Subsidiaries in the calendar year in which the Effective Time occurs. Nothing contained herein, expressed or implied is intended to confer upon any Service Provider any benefits under any employee benefit plans established or maintained by right to employment or continued employment with Parent or the Surviving Corporation or any of its subsidiaries that cover Subsidiaries for any period by reason of this Agreement. The provisions of this Agreement, including this Section 7.05 are solely for the Continuing Employees benefit of the parties to this Agreement and no current or their dependentsformer Service Provider or any other individual associated therewith shall be regarded for any purpose as a third party beneficiary of this Agreement, and (ii) cause nothing contained herein shall be construed as an amendment to any eligible expenses incurred by employee benefit plan for any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occurspurpose.

Employee Benefits Matters. If any employees of the Company or its Subsidiaries as of the Effective Time (aeach, a “Company Employee”) Adara become a participant in a benefit plan sponsored or maintained by Parent or the Surviving Company (the “Parent Plans”), in accordance with the eligibility criteria of such Parent Plans, subject to the Company providing Parent sufficient information to determine the following (i) such participants shall receive full credit for all service with the Company and its Subsidiaries prior to the Effective Time for purposes of eligibility and vesting (but not benefit accrual) subject to applicable Laws, to the extent such service is taken into account under such Parent Plans and under a comparable Company Plan, (ii) such participants shall participate in the Parent Plans on terms no less favorable than those offered by Parent to their similarly-situated employees, (iii) to the extent permitted by Law, such participants and their covered dependents shall have all pre-existing condition exclusions of such Parent Plans waived to the extent such pre-existing condition exclusions were inapplicable to or had been satisfied by such participants and their covered dependents immediately prior to the Effective Time under the corresponding Company Plan; and (iv) with respect to any Parent Plan that provides medical or health benefits, such Company Employees (and their eligible dependents) shall be given credit for co-payments made, amounts credited towards deductibles, co-insurance and out-of-pocket maximums under the corresponding Company Plan (i.e., under the same type of Plan such as a point of service plan) in the calendar year in which such Company Employee becomes a participant in such Parent Plans; provided that the foregoing (i) through (iv) shall be subject to the Company providing to Parent sufficient information to make such determinations. Parent shall, or shall cause the Surviving Corporation and Company to, permit each of its subsidiaries, as applicable, to provide the employees of the Company and any Company Subsidiary Employee who remain remains employed immediately after the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program with Parent or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries (excluding any retiree health plans or programsCompany to use all unused vacation, or defined benefit retirement plans or programs) for service sick leave and paid time off accrued or deemed accrued by such Company Employee under Company Plans prior to the Effective Time with any to the extent accrued on the balance sheet contained in the Unaudited Company Group Member; provided, however, that such crediting of service Financials. Nothing in this Section 8.5 shall not operate to duplicate any benefit (x) require Parent or the funding of Surviving Company to provide any such benefit. In addition, subject to the terms of all governing documents, Adara shall use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the particular employee benefit plans established or maintained by to Company Employees, (y) limit the Surviving Corporation Company’s ability to amend or terminate any benefit plan or arrangement or (z) limit the right of Parent, the Surviving Company or any of its subsidiaries that cover their Subsidiaries to terminate the Continuing Employees or their dependents, and (ii) cause employment of any eligible expenses incurred by Company Employee at any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occurstime.

Employee Benefits Matters. (a) Adara shallFrom and after the Effective Time, or the Parent shall honor and shall cause the Surviving Corporation to honor all Company Employee Plans and all employment, severance and termination plans and agreements, in each case in accordance with their terms as in effect immediately before the Acceptance Time. For all purposes (including purposes of its subsidiariesvesting, as applicable, eligibility to provide participate and level of benefits) under the employees employee benefit plans of the Company Parent and its subsidiaries providing benefits to any Company Subsidiary who remain employed immediately Employees after the Effective Time (the “Continuing EmployeesNew Plans”) ), each Company Employee shall, subject to applicable law and applicable tax qualification requirements, be credited with his or her years of service with the Company and its subsidiaries and their respective predecessors before the Effective Time, to the same extent as such Company Employee was entitled, before the Effective Time, to credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, such service under any employee similar Company Employee benefit plan, program plan in which such Company Employee participated or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries (excluding any retiree health plans or programs, or defined benefit retirement plans or programs) for service accrued or deemed accrued was eligible to participate immediately prior to the Effective Time with any Company Group Member; providedTime, however, provided that such crediting of service the foregoing shall not operate apply to duplicate any benefit or the funding extent that its application would result in a duplication of any such benefitbenefits. In addition, subject to and without limiting the terms generality of all governing documentsthe foregoing, Adara shall use reasonable best efforts to (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to the Company Employee Plan in which such Company Employee participated immediately before the consummation of the Merger (such plans, collectively, the “Old Plans”) and (ii)(A) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Company Employee, the Parent shall cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any all pre-existing condition limitations under each exclusions and actively-at-work requirements of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing such New Plan to be waived for such Company Employee and his or her covered dependents, unless such conditions would not have been waived under the Old Plan of the Company or its subsidiaries in which such Company Employee participated immediately prior to the Effective Time and (B) the Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates corresponding New Plan begins to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date New Plan for purposes of satisfying all deductible, coinsurance, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occurs.pocket

Employee Benefits Matters. (a) Adara Holdco shall, or shall cause the Company, the Surviving Corporation and each of its their respective subsidiaries, as applicable, to provide the employees of the Company and any the Company Subsidiary Subsidiaries who remain employed immediately after the Effective Time Closing (the “Continuing Employees”) to receive credit for purposes of eligibility to participate, participate and vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by Holdco, the Company or the Surviving Corporation or any of its subsidiaries (excluding their respective subsidiaries, other than any retiree health plans qualified or programs, or nonqualified defined benefit retirement plans or programs) plan, for service accrued or deemed accrued prior to the Effective Time Closing with the Company or any Company Group MemberSubsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara Holdco shall use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by Holdco, the Company, the Surviving Corporation or any of its their respective subsidiaries that cover the Continuing Employees or their dependents, dependents following the Closing and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans Plans in which such Continuing Employee currently participates immediately prior to the Closing to be taken into account under those health and welfare benefit plans of Holdco, the Company, the Surviving Corporation or any of their respective subsidiaries in which such Continuing Employee participates subsequent to following the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Holdco shall, or shall cause the Company, the Surviving Corporation will and each of their respective subsidiaries, as applicable, to honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occursClosing.

Employee Benefits Matters. (a) Adara shall, or shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide the All employees of the Company and any the Subsidiaries who accept employment with Parent (the “Company Subsidiary who remain employed immediately Employees”) shall continue in their existing benefit plans until such time as, in Parent’s sole discretion, an orderly transition can be accomplished to employee benefit plans and programs maintained by Parent for its and its affiliates’ employees in the United States. Parent shall take such reasonable actions, to the extent permitted by Parent’s benefits programs and by applicable law, as are necessary to allow eligible employees of the Company to participate in the health, welfare and other benefits programs of Parent or alternative benefits programs in the aggregate that are substantially equivalent to those applicable to employees of Parent in similar functions and positions on similar terms (it being understood that equity incentive plans are not considered employee benefits). Pending such action, Parent shall maintain the effectiveness of the Company’s and each Subsidiary’s benefit plans. If Parent implements a matching contribution feature under its 401(k) plan, it shall give all Company Employees credit for service with the Company for purposes of vesting the matching contributions to the same extent it does so for Parent’s current employees. From and after the Effective Time Time, Parent shall (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries (excluding any retiree health plans or programs, or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time with any Company Group Member; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara shall use reasonable best efforts to (ia) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition conditions or limitations and eligibility waiting periods (to the extent that such waiting periods would be applicable, taking into account service with the Company) under each any group health plans of the employee benefit plans established Parent or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing affiliates to be waived with respect to Company Employees or and their dependents, eligible dependents and (iib) cause any eligible expenses incurred by any Continuing give each Company Employee and his or her covered dependents, during the portion of credit for the plan year in which the Closing occurs, under those health Effective Time occurs towards applicable deductibles and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum annual out-of-pocket requirements applicable limits for medical expenses incurred prior to the Effective Time for which payment has been made to the extent permissible under such Continuing plans. The cash value of any earned but unused vacation time accrued by Company Employees at Closing will be paid to each Company Employee and his or her covered dependents for the applicable plan yearat Closing. Following the Closing and for a period of up to six months following the Closing, Surviving Corporation Company Employees will honor all accrued be allowed to take the vacation set forth on Schedule 6.04 of the Company Disclosure Schedule and unpaid vacation time to the extent that they had earned but unused vacation and other paid time off of with the Continuing Employees that existed immediately prior to Company on the Closing Date, provided the vacation otherwise complies with respect Parent’s vacation policy and subject to the calendar year in which the Closing occursany requisite manager approval pursuant to Parent’s vacation policy.

Employee Benefits Matters. (a) Adara GX shall, or shall cause the Surviving Corporation Entity and each of its subsidiaries, as applicable, to provide the employees of the Company and any the Company Subsidiary Subsidiaries who remain employed immediately after the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement Employee Benefit Plan established or maintained by the Surviving Corporation Entity or any of its subsidiaries (excluding any retiree health plans or programs, programs or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time with the Company or any Company Group MemberSubsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara GX shall use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans Employee Benefit Plans established or maintained by the Surviving Corporation Entity or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, the Surviving Corporation Entity will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occurs. As a condition to GX’s obligations under this Section 7.07(a), the Company shall provide GX or its designee with all information reasonably requested and necessary to allow GX or its designee to comply with such obligations.

Employee Benefits Matters. (a) Adara InterPrivate shall, or shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide the employees of the Company and any Company Subsidiary who remain employed immediately after the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries (excluding including, without limitation, any retiree health plans employee benefit plan as defined in Section 3(3) of ERISA and any vacation or programs, other paid time-off program or defined benefit retirement plans or programspolicy) for service accrued or deemed accrued prior to the Effective Time with any Company Group Memberthe Company; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara InterPrivate shall use commercially reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occursClosing.

Employee Benefits Matters. (a) Adara shallFor a period of at least one year after the Effective Time, or Parent shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide compensation and employee benefits under plans, programs and arrangements, other than equity compensation plans, which, in the aggregate will provide compensation and employee benefits to the employees of the Company and the Company Subsidiaries which, taken together, are no less favorable to the employees than those provided by the Company or the Company Subsidiaries in effect on the date hereof. For purposes of vesting and eligibility to participate and level of benefits under the compensation and benefit plans covering any individual who is a current employee of the Company Subsidiary who remain employed immediately or the Company Subsidiaries as of the Effective Time (“Company Employees”) after the Effective Time (the “Continuing EmployeesNew Plans”) ), each Company Employee shall be credited with his or her years of service with the Company or any Company Subsidiary and their respective predecessors before the Effective Time, to the same extent as such Company Employee was entitled, before the Effective Time, to credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, such service under any employee benefit plan, program similar Benefit Plan in which such Company Employee participated or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries (excluding any retiree health plans or programs, or defined benefit retirement plans or programs) for service accrued or deemed accrued was eligible to participate immediately prior to the Effective Time with any Company Group Member; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefitTime. In addition, subject and without limiting the generality of the foregoing, (A) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the terms extent coverage under such New Plan is comparable to a Benefit Plan in which such Company Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (B) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all governing documents, Adara shall use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each exclusions and actively-at-work requirements of the such New Plan to be waived for such employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable Old Plans in which such employee participated immediately prior to the Effective Time, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates corresponding New Plan begins to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date New Plan for purposes of satisfying all deductible, coinsurance, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee employee and his or her covered dependents for as if such amounts had been paid in accordance with such New Plan. Parent and the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off shall be solely responsible for satisfying the requirements arising out of Section 4980B of the Continuing Employees that existed immediately prior to the Closing Code with respect to the calendar year all “M&A qualified beneficiaries” as defined in which the Closing occursTreasury Regulation Section 54.4980B-9.

Employee Benefits Matters. (a) Adara Parent shall, or shall cause the Surviving Corporation Entity and each of its subsidiaries, as applicable, to provide the employees of the Company and any the Company Subsidiary Subsidiaries who remain employed immediately after the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement Employee Benefit Plan established or maintained by the Surviving Corporation Entity or any of its subsidiaries Subsidiaries (excluding any retiree health plans or programs, programs or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time with the Company or any Company Group MemberSubsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara Parent shall use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans Employee Benefit Plans established or maintained by the Surviving Corporation Entity or any of its subsidiaries Subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-of- pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, the Surviving Corporation Entity will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occurs. As a condition to Parent’s obligations under this Section 7.07(a), the Company shall provide Parent or its designee with all information reasonably requested and necessary to allow Parent or its designee to comply with such obligations.

Employee Benefits Matters. If any employees of the Company as of the Effective Time (aeach, a “Company Employee”) Adara become a participant in a benefit plan sponsored or maintained by Parent or the Surviving Company (the “Parent Plans”), in accordance with the eligibility criteria of such Parent Plans, subject to the Company providing Parent sufficient information to determine the following (i) such participants shall receive full credit for all service with the Company prior to the Effective Time for purposes of eligibility and vesting (but not benefit accrual) subject to applicable Laws, to the extent such service is taken into account under such Parent Plans and under a comparable Company Plan, (ii) such participants shall participate in the Parent Plans on terms no less favorable than those offered by Parent to their similarly-situated employees, (iii) to the extent permitted by Law, such participants and their covered dependents shall have all pre-existing condition exclusions of such Parent Plans waived to the extent such pre-existing condition exclusions were inapplicable to or had been satisfied by such participants and their covered dependents immediately prior to the Effective Time under the corresponding Company Plan; and (iv) with respect to any Parent Plan that provides medical or health benefits, such Company Employees (and their eligible dependents) shall be given credit for co-payments made, amounts credited towards deductibles, co-insurance and out-of-pocket maximums under the corresponding Company Plan (i.e., under the same type of Plan such as a point of service plan) in the calendar year in which such Company Employee becomes a participant in such Parent Plans; provided that the foregoing (i) through (iv) shall be subject to the Company providing to Parent sufficient information to make such determinations. Parent shall, or shall cause the Surviving Corporation and Company to, permit each of its subsidiaries, as applicable, to provide the employees of the Company and any Company Subsidiary Employee who remain remains employed immediately after the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program with Parent or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries (excluding any retiree health plans or programsCompany to use all unused vacation, or defined benefit retirement plans or programs) for service sick leave and paid time off accrued or deemed accrued by such Company Employee under Company Plans prior to the Effective Time with any to the extent accrued on the balance sheet contained in the Unaudited Company Group Member; provided, however, that such crediting of service Financials. Nothing in this Section 8.5 shall not operate to duplicate any benefit (x) require Parent or the funding of Surviving Company to provide any such benefit. In addition, subject to the terms of all governing documents, Adara shall use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the particular employee benefit plans established or maintained by to Company Employees, (y) limit the Surviving Corporation Company’s ability to amend or terminate any benefit plan or arrangement or (z) limit the right of Parent, the Surviving Company or any of its subsidiaries that cover their Subsidiaries to terminate the Continuing Employees or their dependents, and (ii) cause employment of any eligible expenses incurred by Company Employee at any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occurstime.

Employee Benefits Matters. (a) Adara shallEffective as of the Effective Time and for a period of one year thereafter, Parent shall provide, or shall cause the Surviving Corporation and each of its subsidiaries, as applicableCompany to provide, to provide the employees each employee of the Company and or the Company Subsidiaries who continues to be employed by the Company or the Surviving Company or any Subsidiary thereof (the “Continuing Employees”), (i) a base salary or regular hourly wage, whichever is applicable, that is not less than the base salary or regular hourly wage provided to such Continuing Employee by the Company or any Company Subsidiary who remain employed immediately after prior to the Effective Time, (ii) an annual target cash bonus opportunity at levels provided to such Continuing Employee by the Company or any Company Subsidiary immediately prior to the Effective Time, (iii) severance benefits no less favorable than those provided under the applicable plans, policies, contracts, or arrangements of the Company or the Company Subsidiaries as in effect as of immediately prior to the Effective Time (the “Continuing EmployeesCompany Benefit Plans”) credit and (iv) employee benefits (other than as required by clauses (ii) and (iii)) and also excluding any equity awards, defined benefit pension and retiree medical and welfare benefits that are, in the aggregate, substantially comparable to those provided to such Continuing Employee (including their dependents) by the Company or any Company Subsidiary immediately prior to the Effective Time. Effective as of the Effective Time and thereafter, Parent shall provide, and shall cause the Surviving Company to provide, that periods of employment with the Company or any Company Subsidiary (including any current or former affiliate, or any predecessor, of the Company or any Company Subsidiary) shall be taken into account for purposes of eligibility to participate, vesting and determining the level of benefitsdetermining, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries eligibility for participation and vesting (excluding any retiree health plans or programs, or defined benefit retirement plans or programsaccrual) for service accrued or deemed accrued prior to the Effective Time with any Company Group Member; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of Continuing Employee under all governing documents, Adara shall use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Corporation Parent or any an affiliate of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents Parent for the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off benefit of the Continuing Employees that existed immediately prior Employees, including vacation or other paid-time off plans or arrangements and any severance plans (excluding defined benefit pension, retiree plans, frozen plans, and plans closed to the Closing with respect to the calendar year in which the Closing occursnew participants).

Employee Benefits Matters. (a) Adara shallFrom the Effective Time until December 31, or 1999, the Surviving Corporation shall cause provide the employees of the Surviving Corporation and each its Subsidiaries (who were, prior to the Merger, employees of the Company or its subsidiariesSubsidiaries) Employee Benefits which, as applicablein the aggregate, are no less favorable to provide such employees, than the Employee Benefits provided to the employees of the Company and its Subsidiaries immediately prior to the Effective Time. Acquiror and the Company agree that the Company and the Surviving Corporation shall pay promptly or provide when due all compensation and benefits required to be paid pursuant to the terms of any Company Subsidiary who remain employed immediately individual agreement with any employee, former employee, director or former director in effect and disclosed to Acquiror as of the date hereof. For all Employee Benefits (including, without limitation, Employee Plans and other programs of Acquiror and its affiliates after the Effective Time (Time), all service with the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation Company or any of its subsidiaries (excluding any retiree health plans or programs, or defined benefit retirement plans or programs) for service accrued or deemed accrued Subsidiaries prior to the Effective Time of employees (excluding employees covered by collective bargaining agreements) shall be treated as service with Acquiror and its affiliates for purposes of eligibility, vesting, benefits accrued (other than for the purposes of any Company Group Member; provided, however, pension plan) and determination of benefit levels to the same extent that such crediting service is taken into account by the Company and its Subsidiaries as of service shall not operate to duplicate any benefit or the funding of any such benefit. In additiondate hereof, subject except to the terms extent such treatment will result in duplication of all governing documentsbenefits. Acquiror will, Adara shall use reasonable best efforts to or will cause the Surviving Corporation to, (i) cause waive all limitations as to be waived any eligibility preexisting conditions, exclusions and waiting periods, any evidence of insurability requirements periods with respect to participation and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket coverage requirements applicable to the Company's employees under any Employee Plans that such Continuing Employee and his employees may be eligible to participate in after the Effective Time, other than limitations, exclusions or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Continuing Employees waiting periods that existed immediately prior to the Closing are already in effect with respect to such employees and that have not been satisfied as of the calendar year in which the Closing occurs.Effective Time under any Employee Plan maintained for such employees immediately

Employee Benefits Matters. (a) Adara Parent shall, or shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide the employees of the Company and any the Company Subsidiary Subsidiaries who remain employed immediately after the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation Corporation, Parent or any of its their respective subsidiaries (excluding including any retiree health plans employee benefit plan as defined in Section 3(3) of ERISA and any vacation or programs, other paid time-off program or defined benefit retirement plans or programspolicy) for service accrued or deemed accrued prior to the Effective Time with the Company or any Company Group MemberSubsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara Parent shall use commercially reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Corporation Corporation, Parent or any of its their respective subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occursClosing.

Employee Benefits Matters. (a) Adara Company Topco shall, or shall cause the Surviving Corporation and each of its subsidiaries, as applicable, applicable subsidiary to use commercially reasonable efforts to provide the employees of the Company and any the Company Subsidiary Subsidiaries who remain employed immediately after the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit planEmployee Benefit Plan, program or arrangement established or maintained by the Surviving Corporation Company Topco or any of its subsidiaries (excluding any retiree health plans or programs, or defined benefit retirement plans or programsprograms or vesting under any equity or incentive compensation plan or arrangement established or adopted following the Effective time) for service accrued or deemed accrued prior to the Effective Time with the Company or any Company Group MemberSubsidiary to the same extent such service was recognized by the Company or the applicable Company Subsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara Company Topco shall use commercially reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans Employee Benefit Plans established or maintained by the Surviving Corporation Company Topco or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation Company Topco will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occurs.

Employee Benefits Matters. (a) Adara BAC shall, or shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide the all employees of the Company and or any Company Subsidiary who remain employed immediately after the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries (including any employee benefit plan as defined in Section 3(3) of ERISA and any vacation or other paid time-off program or policy but excluding any retiree health plans or programs, or defined benefit retirement plans or programsequity incentive plan) for service accrued or deemed accrued prior to the Effective Time with the Company or any Company Group MemberSubsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara BAC shall use its reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occursClosing.

Employee Benefits Matters. (a) Adara shallThe Buyer, or shall cause the Surviving Corporation and their respective Subsidiaries and Affiliates shall treat, and shall cause each employee benefit plan, program, arrangement, agreement, policy or commitment sponsored or maintained by Buyer, the Surviving Corporation or any of its subsidiariestheir respective Subsidiaries or Affiliates following the Closing Date and in which any Person who is, as applicableof immediately prior to the Effective Time, to provide the employees an employee of the Company or the Subsidiaries (regardless of whether any such employee is actively at work as of the Closing Date or is not actively at work as of the Closing Date as a result of disability or illness, an approved leave of absence (including military leave with reemployment rights under federal law and leave under the Family and Medical Leave Act of 1993), vacation, personal day or similar short- or long-term absence) and who remains or becomes an employee of the Surviving Corporation or any Company Subsidiary who remain employed Affiliate of Buyer as of immediately after following the Effective Time (the an “Continuing EmployeesEmployee”) credit (or the spouse, domestic partner or any dependent of any Employee) participates or is eligible to participate (each, a “Buyer Benefit Plan”) to treat, for all purposes of (including eligibility to participate, vesting and determining the level and accrual of benefits, as applicable, other than accrual of benefits under any employee “defined benefit plan,” as defined in Section 3(35) of ERISA, or as would result in a duplication of benefits), all service with the Company (and predecessor employers to the extent that the Company or any Company Plan provides past service credit) as service with Buyer, the Surviving Corporation and their respective Subsidiaries and Affiliates. The Buyer, the Surviving Corporation and their respective Subsidiaries and Affiliates shall use commercially reasonable efforts to cause each Buyer Benefit Plan that is a medical benefit plan, program within the meaning of Section 3(1) of ERISA, (i) to waive any and all eligibility waiting periods, actively-at-work requirements, evidence of insurability requirements, pre-existing condition limitations and other exclusions and limitations with respect to the Employees and their spouses, domestic partners and dependents to the extent waived, satisfied or arrangement established not included under the corresponding Company Plan, and (ii) to recognize for each Employee for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Buyer Benefit Plan any deductible, co-payment and out-of-pocket expenses paid by Employee and his or maintained her spouse, domestic partner and dependents under the corresponding Company Plan during the plan year of such Company Plan in which occurs the Closing Date. This Section 6.12 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 6.12, express or implied, shall confer upon any other Person, including any Employee, any rights or remedies of any nature whatsoever under or by reason of this Section 6.12. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any Company Plan or any other plan, program, arrangement, agreement, policy or commitment. The parties hereto acknowledge and agree that the terms set forth in this Section 6.12 shall not create any right in any Employee or any other Person to continued employment with the Company, Buyer, the Surviving Corporation or any of its subsidiaries (excluding any retiree health plans their respective Subsidiaries or programs, or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time with any Company Group Member; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara shall use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occursAffiliates.

Employee Benefits Matters. (a) Adara HCAC shall, or shall cause the Surviving Corporation Entity and each of its subsidiaries, as applicable, to provide the employees of the Company and any the Company Subsidiary Subsidiaries who remain employed immediately after the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement Employee Benefit Plan established or maintained by the Surviving Corporation Entity or any of its subsidiaries (excluding any retiree health plans or programs, programs or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time with the Company or any Company Group MemberSubsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara HCAC shall use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans Employee Benefit Plans established or maintained by the Surviving Corporation Entity or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, the Surviving Corporation Entity will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occurs. As a condition to HCAC’s obligations under this Section 7.06(a), the Company shall provide HCAC or its designee with all information reasonably requested and necessary to allow HCAC or its designee to comply with such obligations.

Employee Benefits Matters. During the period beginning on the Closing Date and ending on the first (a1st) Adara shallanniversary of the Closing Date, Parent shall provide the salaried employees of each Group Company who continue to be employed by a Group Company with the same base salary (excluding employee benefits, equity, incentive and bonus arrangements) as provided to such employees immediately prior to the Closing Date. Parent further agrees that, from and after the Closing Date, Parent shall or shall cause the Surviving Corporation and each Group Company to grant all of its subsidiaries, as applicable, employees credit for any service with such Group Company credited prior to provide the employees of the Company Closing Date (i) for eligibility and any Company Subsidiary who remain employed immediately after the Effective Time vesting purposes and (the “Continuing Employees”ii) credit for purposes of eligibility to participate, vesting vacation accrual and determining the level of benefits, as applicable, severance benefit determinations under any employee benefit or compensation plan, program program, agreement or arrangement that may be established or maintained by Parent or the Surviving Corporation Entity or any of its subsidiaries Subsidiaries on or after the Closing Date (excluding any retiree health plans or programs, or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time with any Company Group Member; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit“New Plans”). In addition, subject to the terms of all governing documents, Adara Parent shall use reasonable best efforts to (iA) cause to be waived any all pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods, any periods and evidence of insurability requirements and under any New Plans that provide medical, dental or vision benefits to the application of extent waived or satisfied by an employee under any pre-existing condition limitations under each Employee Benefit Plan as of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, Closing Date and (iiB) cause any eligible deductible, co-insurance and covered out-of-pocket expenses incurred paid on or before the Closing Date by any Continuing Employee and his employee (or her covered dependents, during the portion dependent thereof) of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates any Group Company to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all the corresponding deductible, coinsurance, coinsurance and maximum out-of-pocket provisions after the Closing Date under any applicable New Plan in the year of initial participation. Nothing contained herein, express or implied, is intended to confer upon any employee of any Group Company any right to continued employment for any period or continued receipt of any specific employee benefit, or shall constitute an amendment to or any other modification of any New Plan or Employee Benefit Plan. Parent agrees that the Surviving Entity shall be solely responsible for satisfying the continuation coverage requirements applicable to of Section 4980B of the Code for all individuals who are “M&A qualified beneficiaries” as such Continuing Employee and his or her covered dependents for term is defined in Treasury Regulation Section 54.4980B-9. Effective as of the applicable plan year. Following Effective Time, the Closing, Surviving Corporation will honor all accrued but unused vacation hereby expressly assumes those agreements set forth in Schedule 5.9 and other paid time off agrees to perform the obligations of the Continuing Employees that existed immediately prior to Company thereunder in accordance with the Closing with respect to the calendar year in which the Closing occursterms and conditions thereof.

Employee Benefits Matters. (a) Adara 7.5.1 New Holdco shall, or shall cause the Surviving Corporation and each of its subsidiariesapplicable Subsidiary to, as applicable, to provide the employees of the Company and any the Company Subsidiary Subsidiaries who remain employed immediately after the Effective Time Closing (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation New Holdco or any of its subsidiaries Subsidiaries (excluding any equity and equity-based compensation, retiree health plans or programs, change in control bonus or retention bonus or defined benefit retirement plans or programs) for service accrued or deemed accrued prior to the Effective Time Closing with the Company or any Company Group MemberSubsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara New Holdco shall use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Corporation New Holdco or any of its subsidiaries Subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation will New Holdco shall honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occurs.

Employee Benefits Matters. (a) Adara SPAC shall, or shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide the employees of the Company and any Company Subsidiary who remain employed immediately after the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries (excluding including, without limitation, any retiree health plans employee benefit plan as defined in Section 3(3) of ERISA and any vacation or programs, other paid time-off program or defined benefit retirement plans or programspolicy) for service accrued or deemed accrued prior to the Effective Time with any Company Group Memberthe Company; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara SPAC shall use commercially reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occursClosing.

Employee Benefits Matters. (a) Adara After the Closing Date, with respect to each “employee benefit plan” as defined in Section 3(3) of ERISA and each vacation and severance plan maintained by Parent or any subsidiary of Parent (collectively, the “Parent Benefit Plans”) in which any director, officer, employee or independent contractor of the Company or any Subsidiary (the “Company Employees”) will participate after the Effective Time, Parent shall, or shall cause Sub REIT to cause the Surviving Entity to, recognize all service of the Company Employees with the Company or a Subsidiary, as the case may be, for purposes of eligibility, vesting and level of benefits (with respect to severance, vacation and other service-based benefits), but not for purposes of benefit accrual or computation, in any such Parent Benefit Plan (except to the extent such credit would result in a duplication of benefits for the same period of service). In addition, Parent shall use commercially reasonable efforts to, or shall cause the Surviving Corporation Entity to use commercially reasonable efforts to, (i) waive all limitations as to preexisting conditions, exclusions and each of its subsidiaries, as applicable, waiting periods with respect to provide the employees of participation and coverage requirements applicable to the Company and Employees under any Company Subsidiary who remain employed immediately welfare benefit plans that such employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee welfare benefit plan, program or arrangement established or plan maintained by for the Surviving Corporation or any of its subsidiaries (excluding any retiree health plans or programs, or defined benefit retirement plans or programs) for service accrued or deemed accrued Company Employees immediately prior to the Effective Time with any Company Group Member; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, subject to the terms of all governing documents, Adara shall use reasonable best efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause provide each Company Employee with credit for any eligible expenses incurred by any Continuing Employee co-payments and his or her covered dependents, deductibles paid prior to the Effective Time during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans occurs in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum any applicable deductible or out-of-pocket requirements applicable for such year under any welfare plans that such employees are eligible to such Continuing Employee and his or her covered dependents for participate in after the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar year in which the Closing occursEffective Time.