Common use of System Employees Clause in Contracts

System Employees. Upon reasonable notice, each Seller shall, and shall cause DCS to, provide Purchaser with reasonable access to the System Employees during normal business hours. Such access shall be in accordance with applicable law and for the purpose of performing drug tests, administering employment applications, interviewing employees, and informing employees about Purchaser benefit plans. Requests for the necessary information to perform background checks can be included in the employment applications. All System Employee contact by Purchaser will be done on Sellers' premises and Purchaser's representative(s) will be accompanied by DCS's Human Resource representative(s). Purchaser shall have access to System Employees two weeks before the Closing for the purpose of transition training, provided that such training does not unreasonably interfere with Sellers' operation of the Seller Business. At least 45 days prior to the Closing Date, Purchaser shall provide written notice to Sellers identifying any System Employees to whom Purchaser does not intend to extend offers of employment. Any medical plans offered by Purchaser to System Employees hired by Purchaser shall contain no restrictions or limitations with respect to pre-existing conditions, except to the extent any such restrictions or limitations actually applied to the System Employees prior to the Closing Date. Sellers shall, at their option, effective immediately prior to Closing, cause DCS to terminate or retain the employment of any System Employees not to be hired by Purchaser and, as soon as practicable after Closing, shall provide to those terminated System Employees who have not been employed by Purchaser severance benefits, if any, in accordance with the current severance arrangements covering the System Employees. Sellers shall also cause DCS to pay off all accrued vacation and sick time for all terminated System Employees and all System Employees hired by Purchaser. As of the Closing Date, all System Employees hired by Purchaser shall cease to participate as active employees in or accrue benefits under System Employee Benefit Plans or any other employee benefit plans that are sponsored by any Seller or DCS. From and after the Closing Date, Purchaser shall cause each employee benefit plan, program, agreement and arrangement maintained by Purchaser (including any 401(k) plans) in which any System Employee hired by Purchaser participates to treat all service accrued or deemed accrued prior to the Closing Date with any Seller or DCS and their Affiliates and their respective predecessors, successors and assigns as service rendered to Purchaser and its Affiliates for all purposes under each such plan, program, agreement and arrangement of Purchaser, other than for benefit accrual purposes under any defined benefit plan maintained or sponsored by Purchaser. Purchaser shall take all appropriate action to permit System Employees hired by Purchaser who were participants in any Seller's or DCS's 401(k) plan and who received distributions of their account balances from any Seller's or DCS's 401(k) plan in connection with the consummation of the transactions contemplated hereby to make a direct rollover pursuant to Section 401(a)(31) of the Code to Purchaser's 401(k) plan. Nothing contained in this Agreement shall confer upon any System Employee any right with respect to continued employment by any Seller, DCS or Purchaser following the Closing Date.

System Employees. Upon reasonable notice, each Seller shall, and shall cause DCS to, provide Purchaser with reasonable access to the System Employees during normal business hours. Such access shall be in accordance with applicable law and for the purpose of performing drug tests, administering employment applications, interviewing employees, and informing employees about Purchaser benefit plans. Requests for the necessary information to perform background checks can be included in the employment applications. All System Employee contact by Purchaser will be done on Sellers' the Partnership's premises and Purchaser's representative(s) will be accompanied by DCSthe Seller's Human Resource representative(s). Purchaser shall have access to System Employees two weeks before the Closing for the purpose of transition training, provided that such training does not unreasonably interfere with Sellers' the System Manager's operation of the Seller Business. At least 45 30 days prior to the Closing Date, Purchaser shall provide written notice to Sellers Seller identifying any System Employees to whom Purchaser does not intend to extend offers of employment. Any medical plans offered by Purchaser to System Employees hired by Purchaser shall contain no restrictions or limitations with respect to pre-existing conditions, except to the extent any such restrictions or limitations actually applied to the System Employees prior to the Closing Date. Sellers Seller shall, at their its option, effective immediately prior to Closing, cause DCS to terminate or retain the employment of any System Employees not to be hired by Purchaser and, as soon as practicable after Closing, shall provide to those terminated System Employees who have not been employed by Purchaser severance benefits, if any, in accordance with the current severance arrangements covering the System Employees. Sellers Seller shall also cause DCS to pay off all accrued vacation and sick time for all terminated System Employees and all System Employees hired by Purchaser. As of the Closing Date, all System Employees hired by Purchaser shall cease to participate as active employees in or accrue benefits under System Employee Benefit Plans or any other employee benefit plans that are sponsored by any Seller or DCSSeller. From and after the Closing Date, Purchaser shall cause each employee benefit plan, program, agreement and arrangement maintained by Purchaser (including any 401(k) plans) in which any System Employee hired by Purchaser participates to treat all service accrued or deemed accrued prior to the Closing Date with any Seller or DCS and their its Affiliates and their respective predecessors, successors and assigns as service rendered to Purchaser and its Affiliates for all purposes under each such plan, program, agreement and arrangement of Purchaser, other than for benefit accrual purposes under any defined benefit plan maintained or sponsored by Purchaser. Purchaser shall take all appropriate action to permit System Employees hired by Purchaser who were participants in any Seller's or DCS's 401(k) plan and who received distributions of their account balances from any Seller's or DCS's 401(k) plan in connection with the consummation of the transactions contemplated hereby to make a direct rollover pursuant to Section 401(a)(31) of the Code to Purchaser's 401(k) plan. Nothing contained in this Agreement shall confer upon any System Employee any right with respect to continued employment by any Seller, DCS Seller or Purchaser following the Closing Date.

System Employees. Upon reasonable notice, each Seller shall, and shall cause DCS to, provide Purchaser with reasonable access to the SCHEDULE 1.5 sets forth a list of all System Employees during normal business hours. Such access shall be in accordance with applicable law and for the purpose of performing drug tests, administering employment applications, interviewing employees, and informing employees about Purchaser benefit plans. Requests for the necessary information to perform background checks can be included in the employment applications. All System Employee contact by Purchaser will be done on Sellers' premises and Purchaser's representative(s) will be accompanied by DCS's Human Resource representative(s). Purchaser shall have access to System Employees two weeks before the Closing for the purpose of transition training, provided that such training does not unreasonably interfere with Sellers' operation as of the date hereof. Seller Business. At shall deliver to Buyer, at least 45 sixty (60) days prior to the Closing Date, Purchaser shall provide written notice an updated schedule of all System Employees, if necessary. Buyer may, at its option, commencing sixty (60) days prior to Sellers identifying the anticipated Closing Date, offer to hire, effective as of the Closing Date, any of the System Employees, together with any inactive System Employees to whom Purchaser does not intend to extend offers on temporary leave for purposes of employmentdisability, jury duty, family and medical leave, vacation or annual two-week national military duty. Any medical plans offered by Purchaser to System Employees hired by Purchaser Buyer shall contain no restrictions be deemed "Transferred Employees." On and as of the Closing Date, Manager shall terminate all Transferred Employees and shall terminate or limitations with reassign any System Employees that are not Transferred Employees. Any cost, expense or liability related to the employment of the System Employees that are not Transferred Employees (including accrued salaries, bonuses, benefits, vacation or sick pay expense and other remuneration for services rendered prior to the Closing) and any cost, expense or liability resulting from, or incurred in connection with, such terminations or re-assignments shall be the sole responsibility of Seller and Manager. With respect to preTransferred Employees, Buyer agrees to reimburse Seller, as part of Working Capital, for one-existing conditionshalf (1/2) of any stay-bonuses paid or payable to such Transferred Employees pursuant to Seller's Stay-Bonus Plan set forth on Schedule 6.4 and Buyer further agrees to assume any accrued vacation of such Transferred Employees as part of the Assumed Liabilities. The accrued vacation of all System Employees as of the date of this Agreement is also set forth on Section 6.4. Any other cost, except to expense or liability resulting from the extent any such restrictions or limitations actually applied to employment of the System Transferred Employees prior to the Closing Dateshall be the sole responsibility of Seller and Manager. Sellers shall, at their option, effective immediately prior Nothing contained herein shall be construed to Closing, cause DCS limit the ability of Buyer to terminate or retain the employment of any System Employees not to be hired by Purchaser and, as soon as practicable after Closing, shall provide to those terminated System Employees who have not been employed by Purchaser severance benefits, if any, in accordance with the current severance arrangements covering the System Employees. Sellers shall also cause DCS to pay off all accrued vacation and sick time for all terminated System Employees and all System Employees hired by Purchaser. As of the Closing Date, all System Employees hired by Purchaser shall cease to participate as active employees in or accrue benefits under System Transferred Employee Benefit Plans or any other employee benefit plans that are sponsored by any Seller or DCS. From and after the Closing Date, Purchaser shall cause each employee benefit plan, program, agreement and arrangement maintained by Purchaser (including any 401(k) plans) in which any System Employee hired by Purchaser participates to treat all service accrued or deemed accrued prior to following the Closing Date with for any Seller or DCS and their Affiliates and their respective predecessors, successors and assigns as service rendered to Purchaser and its Affiliates for all purposes under each such plan, program, agreement and arrangement of Purchaser, other than for benefit accrual purposes under any defined benefit plan maintained or sponsored by Purchaser. Purchaser shall take all appropriate action to permit System Employees hired by Purchaser who were participants in any Seller's or DCS's 401(k) plan and who received distributions of their account balances from any Seller's or DCS's 401(k) plan in connection with the consummation of the transactions contemplated hereby to make a direct rollover pursuant to Section 401(a)(31) of the Code to Purchaser's 401(k) plan. Nothing contained in this Agreement shall confer upon any System Employee any right with respect to continued employment by any Seller, DCS or Purchaser following the Closing Datereason.

System Employees. Upon reasonable notice, each Seller shall, and shall cause DCS to, provide Purchaser with reasonable access to the Seller's System Employees during normal business hours. Such access shall be in accordance with applicable law and for the purpose of performing drug tests, administering employment applications, interviewing employees, and informing employees about Purchaser benefit plans. Requests for the necessary information to perform background checks can be included in the employment applications. All System Employee contact by Purchaser will be done on Sellers' Seller's premises and Purchaser's representative(s) will be accompanied by DCSSeller's Human Resource representative(s). Purchaser shall have access to System Employees two weeks before the Closing for the purpose of transition training, provided that such training does not unreasonably interfere with Sellers' Seller's operation of the Seller Business. At least 45 days prior to the Closing Date, Purchaser shall provide written notice to Sellers Seller identifying any System Employees to whom Purchaser does not intend to extend offers of employment. Any medical plans offered by Purchaser to System Employees hired by Purchaser shall contain no restrictions or limitations with respect to pre-existing conditions, except to the extent any such restrictions or limitations actually applied to the System Employees prior to the Closing Date. Sellers Seller shall, at their its option, effective immediately prior to Closing, cause DCS to terminate or retain the employment of any System Employees not to be hired by Purchaser and, as soon as practicable after Closing, shall provide to those terminated System Employees who have not been employed by Purchaser severance benefits, if any, in accordance with the current severance arrangements covering the System Employees. Sellers Seller shall also cause DCS to pay off all accrued vacation and sick time for all terminated System Employees and all System Employees hired by Purchaser. As of the Closing Date, all System Employees hired by Purchaser shall cease to participate as active employees in or accrue benefits under System Employee Benefit Plans or any other employee benefit plans that are sponsored by any Seller or DCSSeller. From and after the Closing Date, Purchaser shall cause each employee benefit plan, program, agreement and arrangement maintained by Purchaser (including any 401(k) plans) in which any System Employee hired by Purchaser participates to treat all service accrued or deemed accrued prior to the Closing Date with any Seller or DCS and their its Affiliates and their respective predecessors, successors and assigns as service rendered to Purchaser and its Affiliates for all purposes under each such plan, program, agreement and arrangement of Purchaser, other than for benefit accrual purposes under any defined benefit plan maintained or sponsored by Purchaser. Purchaser shall take all appropriate action to permit System Employees hired by Purchaser who were participants in any Seller's or DCS's 401(k) plan and who received distributions of their account balances from any Seller's or DCS's 401(k) plan in connection with the consummation of the transactions contemplated hereby to make a direct rollover pursuant to Section 401(a)(31) of the Code to Purchaser's 401(k) plan. Nothing contained in this Agreement shall confer upon any System Employee any right with respect to continued employment by any Seller, DCS Seller or Purchaser following the Closing Date.