Common use of Employee Relations and Benefits Clause in Contracts

Employee Relations and Benefits. (a) Effective as of the Closing and for a period of twelve (12) months thereafter, the Buyer shall cause the Acquired Business to provide each Business Employee substantially the same base compensation amount and incentive compensation program, and with a benefits package substantially similar in value in the aggregate, to the compensation and benefits provided by Seller or its Subsidiaries to such Business Employee at the time of Closing; provided that nothing herein shall prevent Buyer from terminating the employment of any Business Employee with or without cause. For a period of twelve (12) months after Closing, the Business Employees not terminated for cause shall be entitled to participate in Buyer’s severance plan and shall receive credit thereunder for service to Seller or its Affiliates. For the period beginning on the Closing Date and ending on December 31, 2006 or as extended by mutual agreement of the parties to a date no later than December 31, 2007 (the “Transition Period”), Buyer may elect, and Seller shall agree to provide: (1) continuation of benefits for Business Employees under the Benefit Plans set forth in Section 6.7(a) of the Disclosure Schedule (the “Continued Benefit Plans”) to the extent provided to such Business Employees immediately prior to the Closing Date along with employee benefits administration services; provided, however, that nothing in this Section 6.7(a) shall be construed to amend the Continued Benefit Plans or to otherwise limit Seller’s or its Subsidiaries’ right to amend or modify its Benefit Plans; and (2) payroll services (not including payments under any employment, consulting, retention, severance, change-of-control, bonus, or similar agreements) for the Transition Period. If Buyer elects such services and benefits, Buyer agrees to pay or reimburse Seller for costs and expenses associated with providing such services and benefits attributable to the Business Employees (and their covered dependents) pursuant to the Transition Services Agreement. If Buyer elects for the Business Employees to continue participation in the Continued Benefit Plans during the Transition Period, Seller shall not be liable for payment for any claim for welfare or fringe benefits incurred on or after the Closing Date with respect to such Business Employees. For purposes of this Section 6.7(a), a claim is deemed incurred for medical, dental, and vision benefits, when the services or products generating such expenses are performed or provided to the Business Employee (or his or her covered dependent); for life insurance, accidental death and dismemberment insurance, and travel accident insurance, when the death or dismemberment of the Business Employee (or his or her covered dependent) occurred; for short-term disability and long-term disability, upon the occurrence of the accident, injury, illness, or disabling effect; for pre-tax dependent care benefits or pre-tax health care benefits under Seller’s flexible spending account plan, when the services or products generating such expenses are performed or provided to the Business Employee (or his or her covered dependent, as applicable); and for tuition assistance benefits, when the Business Employee begins an approved course in accordance with Seller’s tuition assistance plan. Seller shall make matching contributions to the accounts of Business Employees participating in the ProQuest 401(k) Plan based on Seller’s earnings through the Closing Date; such matching contributions shall be made by Seller at the same time and in the same manner as applicable for other participants in the plan. If Buyer elects for the Business Employees to continue participation in the ProQuest 401(k) Plan during the Transition Period, then Buyer may elect to make an additional matching contribution to the accounts of Business Employees attributable to the Transition Period. Seller shall be required to perform benefits and payroll administration services only in a manner that is substantially similar to the manner in which such services were performed for the Acquired Business prior to the Closing Date. Notwithstanding any provision to the contrary, and in addition to any other remedies provided under this Agreement and the Transition Services Agreement, Buyer shall indemnify, defend, and hold Seller and its Subsidiaries harmless from any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys fees) incurred by Seller in connection with, arising from, or relating to the provision of benefits and payroll services pursuant to this Section 6.7(a), including liabilities relating to the Business Employees’ participation in the Continued Benefit Plans following the Closing, other than liability arising out of Seller’s gross negligence or willful misconduct.

Employee Relations and Benefits. (a) Effective Purchaser shall use its Commercially Reasonable Efforts to offer employment to each Business Employee other than an Identified Business Employee (the “Offer Employees”) as soon as reasonably practicable and in any event within one hundred and twenty (120) calendar days following the Closing Date. Prior to the Closing, Purchaser will offer employment to Identified Business Employees to be effective as of the Closing and Date. With respect to each Offer Employee, Purchaser shall provide, for a period of twelve (12) months thereafter, the Buyer shall cause the Acquired Business to provide each Business Employee substantially the same base compensation amount and incentive compensation program, and with a benefits package substantially similar in value in the aggregate, to the compensation and benefits provided by Seller or its Subsidiaries to such Business Employee at the time of Closing; provided that nothing herein shall prevent Buyer from terminating the employment of any Business Employee with or without cause. For a period of least twelve (12) months after the Closing Date, (i) employment at a location that is no more than 30 (thirty) miles from the principal work location at which such Offer Employee was employed immediately prior to the Closing, (ii) base salaries or base wages that are no less favorable than the Business Employees not terminated for cause shall be entitled to participate in Buyer’s severance plan and shall receive credit thereunder for service to Seller base salaries or its Affiliates. For the period beginning on the Closing Date and ending on December 31, 2006 or as extended by mutual agreement of the parties to a date no later than December 31, 2007 (the “Transition Period”), Buyer may elect, and Seller shall agree to provide: (1) continuation of benefits for Business Employees under the Benefit Plans set forth in Section 6.7(a) of the Disclosure Schedule (the “Continued Benefit Plans”) base wages provided to the extent provided to such Business Offer Employees by the Company and its Subsidiaries as of immediately prior to the Closing Date along Date, (iii) bonus and other incentive compensation opportunities (excluding retention or transaction bonuses) that are no less favorable in the aggregate to those in effect for such Offer Employee immediately prior to the Closing (unless otherwise required by local Law, in which case such offer shall comply with employee benefits administration services; provided, however, that nothing in this Section 6.7(alocal Law) shall be construed to amend the Continued Benefit Plans or to otherwise limit Seller’s or its Subsidiaries’ right to amend or modify its Benefit Plans; and (2iv) payroll services (not including payments under any employment, consulting, retention, severance, change-of-control, bonus, or similar agreements) for the Transition Period. If Buyer elects such services and benefits, Buyer agrees to pay or reimburse Seller for costs and expenses associated with providing such services and benefits attributable severance entitlements that are no less favorable to the Business Employees (and their covered dependents) pursuant severance entitlements provided by Purchaser to the Transition Services Agreement. If Buyer elects for the Business Employees to continue participation in the Continued Benefit Plans during the Transition Period, Seller shall not be liable for payment for any claim for welfare or fringe benefits incurred on or after the Closing Date with respect to such Business Employees. For purposes its employees as of this Section 6.7(a), a claim is deemed incurred for medical, dental, and vision benefits, when the services or products generating such expenses are performed or provided to the Business Employee (or his or her covered dependent); for life insurance, accidental death and dismemberment insurance, and travel accident insurance, when the death or dismemberment of the Business Employee (or his or her covered dependent) occurred; for short-term disability and long-term disability, upon the occurrence of the accident, injury, illness, or disabling effect; for pre-tax dependent care benefits or pre-tax health care benefits under Seller’s flexible spending account plan, when the services or products generating such expenses are performed or provided to the Business Employee (or his or her covered dependent, as applicable); and for tuition assistance benefits, when the Business Employee begins an approved course in accordance with Seller’s tuition assistance plan. Seller shall make matching contributions to the accounts of Business Employees participating in the ProQuest 401(k) Plan based on Seller’s earnings through the Closing Date; such matching contributions shall be made by Seller at the same time and in the same manner as applicable for other participants in the plan. If Buyer elects for the Business Employees to continue participation in the ProQuest 401(k) Plan during the Transition Period, then Buyer may elect to make an additional matching contribution to the accounts of Business Employees attributable to the Transition Period. Seller shall be required to perform benefits and payroll administration services only in a manner that is substantially similar to the manner in which such services were performed for the Acquired Business immediately prior to the Closing Date. Notwithstanding any provision The Parties agree that the foregoing does not require Purchaser to the contrary, and in addition provide equity-settled or equity-linked compensation to any other remedies provided under Transferred Employee (such that Purchaser may meet the obligations set forth in this Agreement Section 6.08(a) in the absence of any equity-based or equity-linked compensation, so long as the comparability standard is otherwise met). Offer Employees and Identified Business Employee who accept the Transition Services Agreement, Buyer shall indemnify, defend, and hold Seller and offer of employment from Purchaser or one of its Subsidiaries harmless from any and all claimswho commence employment with Purchaser or one of its Subsidiaries on the Employment Commencement Date (or, liabilitiesfor those on vacation or other approved leave of absence with a legal right to return to employment, damages, losses, or expenses (including reasonable attorneys feesimmediately upon their return to active work) incurred by Seller in connection with, arising from, or relating shall be referred to the provision of benefits and payroll services pursuant to this Section 6.7(a), including liabilities relating to the Business herein as “Transferred Employees’ participation in the Continued Benefit Plans following the Closing, other than liability arising out of Seller’s gross negligence or willful misconduct.”

Employee Relations and Benefits. (a) Effective Purchaser shall make offers of employment (including continued employment with respect to Business Employees employed by a Conveyed Entity on the Closing Date) in accordance with this Section 6.8, at least thirty (30) days prior to the Closing Date, with such employment to commence as of the Closing and for a period of twelve (12) months thereafterClosing, the Buyer shall cause the Acquired Business to provide each Business Employee substantially Employee, except for those Business Employees whose terms and conditions of employment are covered by the Collective Bargaining Agreements set forth on Exhibit O, for the same base compensation amount and incentive compensation programor a Comparable Position (as defined herein), and with at a benefits package substantially similar in value in the aggregate, to the compensation and benefits provided by Seller or its Subsidiaries rate of pay at least equal to such Business Employee at the time of Closing; provided that nothing herein shall prevent Buyer from terminating the employment of any Business Employee with or without cause. For a period of twelve (12) months after Closing, the Business Employees not terminated for cause shall be entitled to participate Employee’s pay in Buyer’s severance plan and shall receive credit thereunder for service to Seller or its Affiliates. For the period beginning effect on the Closing Date and ending on December 31benefits which are no less favorable than those provided to similarly-situated employees of Purchaser and its Affiliates. For purposes of this Section 6.8, 2006 references to “pay” shall be limited to base pay. Purchaser shall provide Affected Employees with commission, bonus, incentive pay, overtime, premium pay and shift differentials (collectively, “Additional Pay”) which are no less favorable than those provided to similarly-situated employees of Purchaser and its Affiliates. A “Comparable Position” is a position with Purchaser or its Affiliates in which (i) the Business Employee’s level of 52 responsibilities would not be significantly reduced and (ii) the Business Employee is not required to relocate more than 25 miles from the Business Employee’s principal business location immediately prior to such relocation. Purchaser shall have no obligation with regard to former employees who are retired, or who are not or shall have ceased to be Business Employees as extended by mutual agreement of the parties Closing Date. Purchaser shall be responsible for all salaries and wages (including commissions, bonuses, incentive pay, overtime, premium pay, shift differentials and severance pay) accruing after the Closing Date with respect to a date no later than December 31, 2007 (the “Transition Period”), Buyer may electAffected Employees, and Seller shall agree to provide: (1) continuation of benefits be responsible for Business Employees under the Benefit Plans set forth in Section 6.7(a) of the Disclosure Schedule (the “Continued Benefit Plans”) to the extent provided to all such Business Employees immediately salaries and wages accruing on or prior to the Closing Date along Date. Seller shall be responsible for any severance pay or benefits that accrue under any severance pay plan or policy of Seller on or prior to the Closing with employee respect to each Business Employee, whether or not such Business Employee is also an Affected Employee. Purchaser agrees that the following conditions of employment shall remain unchanged until the date immediately following the first (1st) anniversary of the Closing Date: (x) the Comparable Position requirement described in this Section 6.8(a) and (y) the pay, Additional Pay and benefits administration servicescomparability requirements described in this Section 6.8(a); provided, however, that nothing in this Section 6.7(a) herein shall be construed deemed to amend be a covenant on the Continued Benefit Plans or part of Purchaser not to otherwise limit Seller’s or its Subsidiaries’ right to amend or modify its Benefit Plans; and (2) payroll services (not including payments under terminate the employment of any employmentemployee. Notwithstanding the foregoing, consulting, retention, severance, change-of-control, bonus, or similar agreements) for the Transition Period. If Buyer elects such services and benefits, Buyer agrees to pay or reimburse Seller for costs and expenses associated with providing such services and benefits attributable to the Business Employees (and their covered dependents) pursuant to the Transition Services Agreement. If Buyer elects for the Business Employees to continue participation in the Continued Benefit Plans during the Transition Period, Seller Purchaser shall not be liable for payment obligated to make an offer of employment to the individuals set forth on Section 1.1(b) of the Seller Disclosure Letter until Purchaser shall have interviewed such individuals and shall have determined, based on such interviews, whether or not Purchaser will make such an offer to such individuals; provided, that Purchaser shall undertake such interviews and make such determination within 30 days following the date of this Agreement and shall promptly notify Seller of its determinations; provided, further, that to the extent Purchaser determines, in compliance with this sentence, not to make an offer of employment to any such individual set forth on Section 1.1(b) of the Seller Disclosure Letter, such individual shall not be considered a Business Employee for any claim for welfare or fringe benefits incurred on or after the Closing Date with respect to such Business Employees. For purposes of this Section 6.7(a), a claim is deemed incurred for medical, dental, and vision benefits, when the services or products generating such expenses are performed or provided to the Business Employee (or his or her covered dependent); for life insurance, accidental death and dismemberment insurance, and travel accident insurance, when the death or dismemberment of the Business Employee (or his or her covered dependent) occurred; for short-term disability and long-term disability, upon the occurrence of the accident, injury, illness, or disabling effect; for pre-tax dependent care benefits or pre-tax health care benefits under Seller’s flexible spending account plan, when the services or products generating such expenses are performed or provided to the Business Employee (or his or her covered dependent, as applicable); and for tuition assistance benefits, when the Business Employee begins an approved course in accordance with Seller’s tuition assistance plan. Seller shall make matching contributions to the accounts of Business Employees participating in the ProQuest 401(k) Plan based on Seller’s earnings through the Closing Date; such matching contributions shall be made by Seller at the same time and in the same manner as applicable for other participants in the plan. If Buyer elects for the Business Employees to continue participation in the ProQuest 401(k) Plan during the Transition Period, then Buyer may elect to make an additional matching contribution to the accounts of Business Employees attributable to the Transition Period. Seller shall be required to perform benefits and payroll administration services only in a manner that is substantially similar to the manner in which such services were performed for the Acquired Business prior to the Closing Date. Notwithstanding any provision to the contrary, and in addition to any other remedies provided under this Agreement and the Transition Services Agreement, Buyer shall indemnify, defend, and hold Seller and its Subsidiaries harmless from any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys fees) incurred by Seller in connection with, arising from, or relating to the provision of benefits and payroll services pursuant to this Section 6.7(a), including liabilities relating to the Business Employees’ participation in the Continued Benefit Plans following the Closing, other than liability arising out of Seller’s gross negligence or willful misconduct.

Employee Relations and Benefits. (a) Effective as of the Closing and for a period of twelve (12) months thereafter, the Buyer shall cause the Acquired Business to provide each Business Employee substantially the same base compensation amount and incentive compensation program, and with a benefits package substantially similar in value in the aggregate, to the compensation and benefits provided by Seller or its Subsidiaries to such Business Employee at the time of Closing; provided that nothing herein shall prevent Buyer from terminating the employment of any Business Employee with or without cause. For a period of twelve (12) months after Closing, the Business Employees not terminated for cause shall be entitled to participate in Buyer’s severance plan and shall receive credit thereunder for service to Seller or its Affiliates. For the period beginning on the Closing Date and ending on December 31, 2006 or as extended by mutual agreement of the parties to a date no later than December 31, 2007 (the “Transition Period”), Buyer may elect, and Seller shall agree to provide: (1) continuation of benefits for Business Employees under the Benefit Plans set forth in Section Schedule 6.7(a) of the Sphinx Disclosure Schedule Letter identifies each Business Employee (i) located within the “Continued Benefit Plans”United States by name, job title, annual salary or hourly wage rate; department; status as active or inactive; and jurisdiction of employment; and (ii) located outside of the United States, on a redacted basis to the extent provided to such Business Employees immediately prior to the Closing Date along with employee benefits administration serviceseliminate names, but including identification numbers; annual salary or hourly wage rate; department; status as active or inactive; and jurisdiction of employment; provided, however, that nothing in this Section Sphinx shall update Schedule 6.7(a) shall be construed of the Sphinx Disclosure Letter from time to amend time until the Continued Benefit Plans or Closing Date in order to otherwise limit Seller’s maintain, on a reasonable frequency of update, the accuracy of Schedule 6.7(a) of the Sphinx Disclosure Letter, including as a result of employee terminations, transfers (within Sphinx or its Subsidiaries’ right ), new hires and accidental or inadvertent errors or omissions, in each case, to amend the extent permitted by Section 6.1(a)(y); provided, further, that Sphinx shall provide an unredacted Schedule 6.7(a) of the Sphinx Disclosure Letter as soon as reasonably practicable after the date of this Agreement and in accordance with applicable Law. Following the Agreement Date but prior to the Closing, if Arion identifies any employees of Sphinx or modify its Benefit Plans; and Subsidiaries that (2i) payroll services (not including payments under any employment, consulting, retention, severance, change-of-control, bonus, Arion can demonstrate are or similar agreements) for the Transition Period. If Buyer elects such services and benefits, Buyer agrees to pay or reimburse Seller for costs and expenses associated with providing such services and benefits attributable have been primarily dedicated to the Business Employees (at any time since April 1, 2017) and (ii) the services such employee provides are reasonably necessary (and their covered dependentsnot duplicated by a Business Employee already identified on Schedule 6.7(a) pursuant of the Sphinx Disclosure Letter as determined by Arion in its reasonable discretion) to the Transition Services Agreement. If Buyer elects for operate the Business Employees to continue participation following the Closing in the Continued Benefit Plans during the Transition Period, Seller shall not be liable for payment for any claim for welfare or fringe benefits incurred on or after the Closing Date with respect to such Business Employees. For purposes of this Section 6.7(a), a claim is deemed incurred for medical, dental, and vision benefits, when the services or products generating such expenses are performed or provided to the Business Employee (or his or her covered dependent); for life insurance, accidental death and dismemberment insurance, and travel accident insurance, when the death or dismemberment of the Business Employee (or his or her covered dependent) occurred; for short-term disability and long-term disability, upon the occurrence of the accident, injury, illness, or disabling effect; for pre-tax dependent care benefits or pre-tax health care benefits under Seller’s flexible spending account plan, when the services or products generating such expenses are performed or provided to the Business Employee (or his or her covered dependent, as applicable); and for tuition assistance benefits, when the Business Employee begins an approved course in accordance with Seller’s tuition assistance plan. Seller shall make matching contributions to the accounts of Business Employees participating in the ProQuest 401(k) Plan based on Seller’s earnings through the Closing Date; such matching contributions shall be made by Seller at the same time and in the reasonably same manner as applicable for other participants in the plan. If Buyer elects for the Business Employees to continue participation in the ProQuest 401(k) Plan during the Transition Period, then Buyer may elect to make an additional matching contribution to the accounts of Business Employees attributable to the Transition Period. Seller shall be required to perform benefits and payroll administration services only in a manner that is substantially similar to the manner in which such services were performed for the Acquired Business was operated prior to the Closing Date. Notwithstanding any provision to the contrary, and in addition to any other remedies provided under this Agreement and the Transition Services Agreement, Buyer shall indemnify, defend, and hold Seller and its Subsidiaries harmless from any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys fees) incurred by Seller in connection with, arising from, or relating to the provision of benefits and payroll services pursuant to this Section 6.7(a), including liabilities relating to the Business Employees’ participation in the Continued Benefit Plans following the Closing, other than liability arising out then Schedule 6.7(a) of Seller’s gross negligence the Sphinx Disclosure Letter shall be updated to include such employee with the consent of Sphinx, such consent not to be unreasonably withheld, conditioned or willful misconductdelayed (an employee so included in Schedule 6.7(a) of the Sphinx Disclosure Letter, an “Omitted Employee”).

Employee Relations and Benefits. (a) Effective It is understood by the parties hereto that the employment of the employees of the Companies and their Subsidiaries shall continue immediately following the Closing uninterrupted by the transactions contemplated by this Agreement on substantially similar terms and conditions in the aggregate as prior to the Closing except as otherwise provided in this Section 6.13(a), except for such employees of FCR and their Subsidiaries listed in Section 6.13(a)(i) of the Seller Disclosure Letter who are operating in the Franchise Territory and who shall be transferred by Casella to become employees of Casella or any of its other Affiliates prior to the Closing (the “Retained Employees”). Prior to the Closing, Purchaser shall, or shall cause its controlled Affiliates to, offer at-will employment to the employees listed on Section 6.13(a)(ii) of the Seller Disclosure Letter (the “Business Employees”), and the employment by Casella or its Subsidiaries of any such Business Employee who shall have accepted such offer of employment shall terminate effective as of the Closing Date and for a period commence with Purchaser as of twelve the Closing Date (12) months thereafter, the Buyer shall cause the Acquired Business to provide each Business Employee substantially the same base compensation amount and incentive compensation program, and with a benefits package substantially similar in value in the aggregate, to the compensation and benefits provided by Seller or its Subsidiaries to any such Business Employee at who are offered and commence employment with the time Purchaser or its controlled Affiliates on the Closing Date, a “Transferred Employee,” and all such employees, collectively, the “Transferred Employees”). Effective on the Closing Date, Casella and any applicable Subsidiary of Closing; provided that nothing herein shall Casella hereby waives and releases any non-compete or other restrictions which would prevent Buyer from terminating the employment of any Business Employee from accepting such employment offer from, and/or performing duties with or without cause. For a period of twelve (12) months after Closingany Person; provided however that any restrictions contained in any employment agreement with such Business Employee shall survive other than any non-competition provision therein, the Business Employees not terminated for cause which shall be entitled terminated and replaced by the noncompete provisions in the form of Exhibit X. Xxxxxxx shall also provide such waiver in a separate form satisfactory to participate in Buyer’s severance plan and shall receive credit thereunder for service Purchaser to Seller or its Affiliates. For the period beginning on the Closing Date and ending on December 31, 2006 or as extended by mutual agreement of the parties to a date no later than December 31, 2007 (the “Transition Period”), Buyer may elect, and Seller shall agree to provide: (1) continuation of benefits for Business Employees under the Benefit Plans set forth in Section 6.7(a) of the Disclosure Schedule (the “Continued Benefit Plans”) to the extent be provided to such Business Employees Employee, which shall expressly release such Business Employee from any obligations they may have to Casella in order allow them to accept an employment offer from and/or perform duties with, Purchaser (or a controlled Affiliate of Purchaser, as applicable), or to a successor to Purchaser or controlled Affiliate of Purchaser. Except as otherwise expressly provided herein, Casella shall retain responsibility for the payment of any employee benefits or entitlements pursuant to any Employee Benefit Plan or Law, including severance pay that may be due to any employee of the Companies or any of their Subsidiaries or to any Transferred Employee as a result of or in connection with the consummation of the transactions contemplated hereby or in connection with their employment prior to the Closing Date except to the extent any such payments are payable under Law or under an employee benefit plan of Purchaser as a result of the termination of any employee of FCR or one of its Subsidiaries or any Transferred Employee by Purchaser after the Closing; provided, however, that with respect to any accrued but unused vacation, sick, personal or similar paid time off (“PTO”) to which any such employee is entitled immediately prior to the Closing Date along with employee benefits administration services; provided, however, that nothing in this Section 6.7(a) shall be construed to amend the Continued Benefit Plans or to otherwise limit Seller’s or its Subsidiaries’ right to amend or modify its Benefit Plans; and (2) payroll services (not including payments under any employment, consulting, retention, severance, change-of-control, bonus, or similar agreements) for the Transition Period. If Buyer elects such services and benefits, Buyer agrees to pay or reimburse Seller for costs and expenses associated with providing such services and benefits attributable to the Business Employees (extent included as an FCR Transaction Expense, Purchaser shall assume the liability for such PTO and their covered dependents) pursuant to the Transition Services Agreement. If Buyer elects for the Business Employees to continue participation in the Continued Benefit Plans during the Transition Period, Seller shall not be liable for payment for any claim for welfare or fringe benefits incurred on or after the Closing Date with respect to allow such Business Employees. For purposes of this Section 6.7(a), a claim is deemed incurred for medical, dental, and vision benefits, when the services or products generating such expenses are performed or provided to the Business Employee (or his or her covered dependent); for life insurance, accidental death and dismemberment insurance, and travel accident insurance, when the death or dismemberment employees of the Business Employee (or his or her covered dependent) occurred; for short-term disability and long-term disabilityCompanies to use, upon the occurrence of the accident, injury, illness, or disabling effect; for pre-tax dependent care benefits or pre-tax health care benefits under Seller’s flexible spending account plan, when the services or products generating such expenses are performed or provided to the Business Employee (or his or her covered dependent, as applicable); and for tuition assistance benefits, when the Business Employee begins an approved course in accordance with Sellerprocedures established by Purchaser, such PTO and, if such employee’s tuition assistance plan. Seller employment with Purchaser terminates for any reason, Purchaser shall make matching contributions to pay such employees the accounts balance of Business Employees participating in the ProQuest 401(k) Plan based on Seller’s earnings through the Closing Date; any such matching contributions shall be made by Seller at the same time and in the same manner as applicable for other participants in the plan. If Buyer elects for the Business Employees to continue participation in the ProQuest 401(k) Plan during the Transition Period, then Buyer may elect to make an additional matching contribution to the accounts of Business Employees attributable to the Transition Period. Seller shall be required to perform benefits and payroll administration services only in a manner that is substantially similar to the manner in which such services were performed for the Acquired Business prior to the Closing Date. Notwithstanding any provision to the contrary, and in addition to any other remedies provided under this Agreement and the Transition Services Agreement, Buyer shall indemnify, defend, and hold Seller and its Subsidiaries harmless from any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys fees) incurred by Seller in connection with, arising from, or relating to the provision of benefits and payroll services pursuant to this Section 6.7(a), including liabilities relating to the Business Employees’ participation in the Continued Benefit Plans following the Closing, other than liability arising out of Seller’s gross negligence or willful misconductunused PTO.

Employee Relations and Benefits. (a) Effective as of Prior to the Closing Closing, in each case in form and for a period of twelve (12) months thereaftersubstance reasonably satisfactory to Buyer, the Buyer Seller shall, and shall cause the Acquired Business Seller Group to, take all actions necessary or appropriate to provide each Business Employee substantially the same base compensation amount and incentive compensation program, and with a benefits package substantially similar in value in the aggregate, to the compensation and benefits provided by Seller or its Subsidiaries to such Business Employee at the time of Closing; provided that nothing herein shall prevent Buyer from terminating (i) transfer the employment or engagement of all Participants who are current officers, employees or independent contractors of any Business Employee with or without cause. For a period of twelve (12) months after Closing, the Business Employees not terminated for cause shall be entitled to participate in Buyer’s severance plan and shall receive credit thereunder for service to Seller or its Affiliates. For the period beginning on the Closing Date and ending on December 31, 2006 or as extended by mutual agreement member of the parties to a date no later than December 31, 2007 Seller Group (the “Transition Period”), Buyer may elect, and Seller shall agree to provide: (1) continuation of benefits for Business Employees under the Benefit Plans set forth in Section 6.7(a) of the Disclosure Schedule (the “Continued Benefit PlansCurrent Participants”) to the extent provided to such Business Employees immediately Company prior to the Closing Date along Date, including the Current Participants whose employment is anticipated to be terminated on the Closing Date. Prior to the Closing, in each case in form and substance reasonably satisfactory to Buyer, Seller shall take all actions necessary or appropriate to cause the Company to assume all liabilities to or in respect of (including paid time off) the Current Participants upon the transfer of their employment or engagement, with the exclusion of any employment or similar contracts and all associated liabilities (including any severance liabilities) with those arrangements (the “Employment Contracts”), and to assume all remaining liabilities and obligations to or in respect of any former officer, employee benefits administration servicesor independent contractor of the Seller or any member of the Seller Group (the “Former Participants”) other than liabilities and obligations to or in respect of the Employment Contracts. The liabilities and obligations described in the foregoing sentence are referred to herein as “Employment Liabilities.” For the avoidance of doubt, any severance payable to the employees who are parties to the Employment Contracts shall not be an Employment Liability; provided, however, that nothing in this Section 6.7(a) shall be construed to amend the Continued Benefit Plans or to otherwise limit Buyer agrees, if requested by Seller’s or its Subsidiaries’ right to amend or modify its Benefit Plans; , from and (2) payroll services (not including payments under any employment, consulting, retention, severance, change-of-control, bonus, or similar agreements) for the Transition Period. If Buyer elects such services and benefits, Buyer agrees to pay or reimburse Seller for costs and expenses associated with providing such services and benefits attributable to the Business Employees (and their covered dependents) pursuant to the Transition Services Agreement. If Buyer elects for the Business Employees to continue participation in the Continued Benefit Plans during the Transition Period, Seller shall not be liable for payment for any claim for welfare or fringe benefits incurred on or after the Closing Date to assist Seller with respect to such Business Employees. For purposes the payment of this Section 6.7(a), a claim is deemed incurred for medical, dental, any severance payments or other obligations under the Employment Contracts at Seller’s sole cost and vision benefits, when expense (without duplication of the services or products generating such expenses are performed or provided severance amounts under the Employment Contracts included in clause (b) of the definition of “Outstanding Seller Transaction Expenses”) and without any Liability to the Business Employee (Company or his or her covered dependent); for life insuranceBuyer. From and after the Closing, accidental death and dismemberment insurance, and travel accident insurance, when the death or dismemberment of the Business Employee (or his or her covered dependent) occurred; for short-term disability and long-term disability, upon the occurrence of the accident, injury, illness, or disabling effect; for pre-tax dependent care benefits or pre-tax health care benefits under Seller’s flexible spending account plan, when the services or products generating such expenses are performed or provided to the Business Employee (or his or her covered dependent, as applicable); and for tuition assistance benefits, when the Business Employee begins an approved course in accordance with Seller’s tuition assistance plan. Seller shall make matching contributions to the accounts of Business Employees participating in the ProQuest 401(k) Plan based on Seller’s earnings through the Closing Date; such matching contributions shall be made by Seller at the same time and in the same manner as applicable for other participants in the plan. If Buyer elects for the Business Employees to continue participation in the ProQuest 401(k) Plan during the Transition Period, then Buyer may elect to make an additional matching contribution to the accounts of Business Employees attributable to the Transition Period. Seller shall be required to perform benefits and payroll administration services only in a manner that is substantially similar to the manner in which such services were performed for the Acquired Business prior to the Closing Date. Notwithstanding any provision to the contrary, and in addition to any other remedies provided under this Agreement and the Transition Services AgreementCompany will promptly reimburse, Buyer shall indemnify, defend, indemnify and hold Seller and its Subsidiaries Affiliates harmless from with respect to any and all claimsEmployment Liabilities whether contingent or otherwise and whether known or unknown as of the date of this Agreement, liabilitiesregardless of when any such liability or obligation is incurred, damagesarises or is disclosed, lossesprovided, or expenses (including reasonable attorneys fees) incurred by however, that the Buyer and the Company will not indemnify the Seller in connection with, arising from, or relating and its Affiliates for any reduction to the provision Base Purchase Price on account of benefits and payroll services pursuant to this Section 6.7(a), including liabilities relating to the Business Employees’ participation inclusion of any accrued Employment Liabilities in the Continued Benefit Plans following the Closing, other than liability arising out of Seller’s gross negligence or willful misconductAdjusted Working Capital.

Employee Relations and Benefits. (a) Effective Purchaser shall make offers of employment (including continued employment with respect to Business Employees employed by a Conveyed Entity on the Closing Date) in accordance with this Section 6.8, at least thirty (30) days prior to the Closing Date, with such employment to commence as of the Closing and for a period of twelve (12) months thereafterClosing, the Buyer shall cause the Acquired Business to provide each Business Employee substantially Employee, except for those Business Employees whose terms and conditions of employment are covered by the Collective Bargaining Agreements set forth on Exhibit O, for the same base compensation amount and incentive compensation programor a Comparable Position (as defined herein), and with at a benefits package substantially similar in value in the aggregate, to the compensation and benefits provided by Seller or its Subsidiaries rate of pay at least equal to such Business Employee at the time of Closing; provided that nothing herein shall prevent Buyer from terminating the employment of any Business Employee with or without cause. For a period of twelve (12) months after Closing, the Business Employees not terminated for cause shall be entitled to participate Employee’s pay in Buyer’s severance plan and shall receive credit thereunder for service to Seller or its Affiliates. For the period beginning effect on the Closing Date and ending on December 31benefits which are no less favorable than those provided to similarly-situated employees of Purchaser and its Affiliates. For purposes of this Section 6.8, 2006 references to “pay” shall be limited to base pay. Purchaser shall provide Affected Employees with commission, bonus, incentive pay, overtime, premium pay and shift differentials (collectively, “Additional Pay”) which are no less favorable than those provided to similarly-situated employees of Purchaser and its Affiliates. A “Comparable Position” is a position with Purchaser or its Affiliates in which (i) the Business Employee’s level of responsibilities would not be significantly reduced and (ii) the Business Employee is not required to relocate more than 25 miles from the Business Employee’s principal business location immediately prior to such relocation. Purchaser shall have no obligation with regard to former employees who are retired, or who are not or shall have ceased to be Business Employees as extended by mutual agreement of the parties Closing Date. Purchaser shall be responsible for all salaries and wages (including commissions, bonuses, incentive pay, overtime, premium pay, shift differentials and severance pay) accruing after the Closing Date with respect to a date no later than December 31, 2007 (the “Transition Period”), Buyer may electAffected Employees, and Seller shall agree to provide: (1) continuation of benefits be responsible for Business Employees under the Benefit Plans set forth in Section 6.7(a) of the Disclosure Schedule (the “Continued Benefit Plans”) to the extent provided to all such Business Employees immediately salaries and wages accruing on or prior to the Closing Date along Date. Seller shall be responsible for any severance pay or benefits that accrue under any severance pay plan or policy of Seller on or prior to the Closing with employee respect to each Business Employee, whether or not such Business Employee is also an Affected Employee. Purchaser agrees that the following conditions of employment shall remain unchanged until the date immediately following the first (1st) anniversary of the Closing Date: (x) the Comparable Position requirement described in this Section 6.8(a) and (y) the pay, Additional Pay and benefits administration servicescomparability requirements described in this Section 6.8(a); provided, however, that nothing in this Section 6.7(a) herein shall be construed deemed to amend be a covenant on the Continued Benefit Plans or part of Purchaser not to otherwise limit Seller’s or its Subsidiaries’ right to amend or modify its Benefit Plans; and (2) payroll services (not including payments under terminate the employment of any employmentemployee. Notwithstanding the foregoing, consulting, retention, severance, change-of-control, bonus, or similar agreements) for the Transition Period. If Buyer elects such services and benefits, Buyer agrees to pay or reimburse Seller for costs and expenses associated with providing such services and benefits attributable to the Business Employees (and their covered dependents) pursuant to the Transition Services Agreement. If Buyer elects for the Business Employees to continue participation in the Continued Benefit Plans during the Transition Period, Seller Purchaser shall not be liable for payment obligated to make an offer of employment to the individuals set forth on Section 1.1(b) of the Seller Disclosure Letter until Purchaser shall have interviewed such individuals and shall have determined, based on such interviews, whether or not Purchaser will make such an offer to such individuals; provided, that Purchaser shall undertake such interviews and make such determination within 30 days following the date of this Agreement and shall promptly notify Seller of its determinations; provided, further, that to the extent Purchaser determines, in compliance with this sentence, not to make an offer of employment to any such individual set forth on Section 1.1(b) of the Seller Disclosure Letter, such individual shall not be considered a Business Employee for any claim for welfare or fringe benefits incurred on or after the Closing Date with respect to such Business Employees. For purposes of this Section 6.7(a), a claim is deemed incurred for medical, dental, and vision benefits, when the services or products generating such expenses are performed or provided to the Business Employee (or his or her covered dependent); for life insurance, accidental death and dismemberment insurance, and travel accident insurance, when the death or dismemberment of the Business Employee (or his or her covered dependent) occurred; for short-term disability and long-term disability, upon the occurrence of the accident, injury, illness, or disabling effect; for pre-tax dependent care benefits or pre-tax health care benefits under Seller’s flexible spending account plan, when the services or products generating such expenses are performed or provided to the Business Employee (or his or her covered dependent, as applicable); and for tuition assistance benefits, when the Business Employee begins an approved course in accordance with Seller’s tuition assistance plan. Seller shall make matching contributions to the accounts of Business Employees participating in the ProQuest 401(k) Plan based on Seller’s earnings through the Closing Date; such matching contributions shall be made by Seller at the same time and in the same manner as applicable for other participants in the plan. If Buyer elects for the Business Employees to continue participation in the ProQuest 401(k) Plan during the Transition Period, then Buyer may elect to make an additional matching contribution to the accounts of Business Employees attributable to the Transition Period. Seller shall be required to perform benefits and payroll administration services only in a manner that is substantially similar to the manner in which such services were performed for the Acquired Business prior to the Closing Date. Notwithstanding any provision to the contrary, and in addition to any other remedies provided under this Agreement and the Transition Services Agreement, Buyer shall indemnify, defend, and hold Seller and its Subsidiaries harmless from any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys fees) incurred by Seller in connection with, arising from, or relating to the provision of benefits and payroll services pursuant to this Section 6.7(a), including liabilities relating to the Business Employees’ participation in the Continued Benefit Plans following the Closing, other than liability arising out of Seller’s gross negligence or willful misconduct.