Common use of Employment of Seller's Employees Clause in Contracts

Employment of Seller's Employees. On or before the Closing Date, Purchaser shall offer to employ as of the Closing Date at least 75% of Seller's employees employed in the conduct of the Division Business, as listed on SCHEDULE 9.1, in positions, at compensation, and upon terms and conditions which are for each employee similar and no less favorable in the aggregate to the employees than the position, compensation, and terms or conditions in effect on the date hereof. Each such person who is employed by Purchaser is hereinafter referred to individually as a "Transferred Employee" and collectively as the "Transferred Employees". Each such person who is not employed by Purchaser is hereinafter referred to individually as a Non-Transferred Employee and collectively as the "Non-Transferred Employees". Purchaser shall only be required to offer benefits to such Transferred Employees consistent with Purchaser's current benefit plans; provided that Purchaser shall cover all Transferred Employees with group medical benefits for which all waiting periods and pre-existing condition exceptions are waived, to the extent permitted under Purchaser's existing insurance coverage. Following the Closing, Purchaser shall be entitled to change its benefit plans in the Ordinary Course of Business. Except for voluntary resignations and deaths, Purchaser shall continue to employ each Transferred Employee until at least the last day of the first full calendar month commencing after the Closing Date, but may at any time terminate any Transferred Employee for cause. Purchaser agrees to allow Transferred Employees to roll over their benefits from Seller's 401(k) Plan into its own 401(k) Plan or other tax qualified retirement plan. Purchaser shall have no liabilities or obligations with respect to Non-Transferred Employees, and such liabilities and obligations shall be considered Excluded Liabilities hereunder.

Employment of Seller's Employees. On or before Effective as of the Closing -------------------------------- Date, Purchaser shall Buyer may, in its sole discretion, offer employment to employ employees of the Subsidiaries. Those employees who accept such offers of employment effective as of the Closing Date at least 75% of Seller's employees employed in the conduct of the Division Business, as listed on SCHEDULE 9.1, in positions, at compensation, and upon terms and conditions which are for each employee similar and no less favorable in the aggregate to the employees than the position, compensation, and terms or conditions in effect on the date hereof. Each such person who is employed by Purchaser is hereinafter shall be referred to individually as a "Transferred Employee" and collectively herein as the "Transferred Employees". Each such person who is not employed by Purchaser is hereinafter referred to individually as a Non-Transferred Employee and collectively as the "Non-Transferred Employees". Purchaser ." --------------------- Buyer shall only be required permitted to offer benefits to such the Transferred Employees consistent with Purchaser's current benefit plans; provided that Purchaser terms and conditions of employment determined solely by Buyer. The Subsidiaries shall cover all Transferred Employees with group medical remain responsible for wages, salaries and benefits for which all waiting periods and pre-existing condition exceptions are waived, to the extent permitted under Purchaser's existing insurance coverage. Following the Closing, Purchaser shall be entitled to change its benefit plans in the Ordinary Course (including vacations) of Business. Except for voluntary resignations and deaths, Purchaser shall continue to employ each Transferred Employee employees until at least the last day of the first full calendar month commencing after the Closing Date, but may at any time terminate any Transferred Employee for cause. Purchaser agrees to allow Transferred Employees to roll over their benefits from Seller's 401(k) Plan into its own 401(k) Plan or other tax qualified retirement plan. Purchaser shall have no liabilities or obligations with respect to Non-they become Transferred Employees, and for all such liabilities benefits earned prior to the Closing Date. Buyer acknowledges and obligations agrees that solely for purposes of the WARN Act, any person who is an employee of the Subsidiaries (other than part-time employees as defined under the WARN Act) as of the Closing Date shall be considered Excluded Liabilities hereunderdeemed an employee of Buyer for purposes of the WARN Act on the Closing Date. With respect to such "deemed" employees, Buyer further agrees and acknowledges that Buyer will be responsible for all applicable notices and liabilities arising under the WARN Act, or otherwise, as a result of Buyer's failure to hire the employees of the Subsidiaries or the termination of the employment of any Transferred Employee after the Closing.

Employment of Seller's Employees. On or before (a) Each Seller shall use its reasonable best efforts to retain all of its employees, and to maintain in good standing through the Closing Dateall relationships and agreements with employees, independent contractors or consultants, in each case from the date hereof through the Closing Date and to cooperate with Purchaser in hiring its employees offered employment pursuant to Section 6.5(b); provided, that the foregoing shall not require that any Seller offer any compensation or other incentives in addition to the compensation and benefits being provided or required to be provided as of the date of this Agreement. (b) Purchaser shall offer employment to employ each employee listed on Section 6.5(b) of the Purchaser Disclosure Letter (each such employee, an "Offer Employee") on such other terms and conditions as Purchaser shall determine (subject to the provisions of this Article 6) effective as of the Closing Date Date. The time at least 75% which the employment by the Purchaser of Seller's employees employed in the conduct each such employee who is not an Inactive Employee as of the Division Business, Closing and who accepts such offer of employment shall become effective (the "Effective Time of Employment") shall be the Closing. The Effective Time of Employment of any such employee who is an Inactive Employee as listed on SCHEDULE 9.1, in positions, at compensation, of the Closing shall be such time (if any) within one hundred eighty (180) days following the Closing Date when such Inactive Employee returns to active status and upon terms reports to work with Purchaser and conditions which are for each employee similar and Purchaser shall have no less favorable in the aggregate obligation to the employees than the position, compensation, and terms employ any such Inactive Employee who fails to return to active status or conditions in effect on the date hereofto report to work with Purchaser within such one hundred eighty (180) day period. Each such person employee who is becomes employed by Purchaser is hereinafter referred pursuant to individually as one of the two preceding sentences shall be considered a "Transferred Transitioned Employee" from and collectively as after his or her Effective Time of Employment. (c) From the "Transferred Employees". Each such person who is not employed by Purchaser is hereinafter referred to individually as a Non-Transferred Employee and collectively as the "Non-Transferred Employees". Purchaser shall only be required to offer benefits to such Transferred Employees consistent with Purchaser's current benefit plans; provided that Purchaser shall cover all Transferred Employees with group medical benefits for which all waiting periods and pre-existing condition exceptions are waived, to the extent permitted under Purchaser's existing insurance coverage. Following date hereof through the Closing, Sellers shall permit Purchaser to communicate with Sellers' employees and consultants, at reasonable times and upon reasonable notice, concerning Purchaser's plans, operations, business, customer relations and general personnel matters and to interview Sellers' employees and consultants and review the personnel records and such other information concerning Sellers' employees and consultants as Purchaser may reasonably request (subject to obtaining any legally required written permission of any affected employee or consultant and to other applicable law), provided that such contacts shall be entitled conducted in a manner that is reasonably acceptable to change its benefit plans Sellers. (d) Sellers shall be solely responsible for any and all liabilities relating to or arising in the Ordinary Course connection with any actual, constructive or deemed termination of Business. Except for voluntary resignations and deathsemployment (including without limitation, Purchaser shall continue severance or separation pay or benefits or other similar compensation or benefits under any applicable law, regulation or Seller Plan) (i) to employ each Transferred Employee until at least the last day or with respect to any employee other than a Transitioned Employee, whether as a result of the first full calendar month commencing consummation of the transactions contemplated hereby or otherwise, and whether before, on or after the Closing Date, but may at or (ii) to any time terminate Transitioned Employee, whether as a result of (A) the consummation of the transaction contemplated hereby, (B) any Transferred Employee for causeevent occurring before the Closing or (C) any action or failure to act of Sellers. Purchaser agrees to allow Transferred Employees to roll over their benefits from Seller's 401(kExcept as provided in this Section 6.5(d) Plan into its own 401(k) Plan or other tax qualified retirement plan. and Section 6.6(c), Purchaser shall have no liabilities be solely responsible for any and all Liabilities relating to or obligations arising in connection with respect to Non-Transferred Employeesany actual, and constructive or deemed termination of employment of any Transitioned Employee with Purchaser after such liabilities and obligations Transitioned Employee's Effective Time of Employment. Notwithstanding any other provision hereof, Purchaser shall be considered Excluded Liabilities hereunder.solely responsible for any and all liabilities relating to or arising in connection with any actual, constructive or deemed termination of employment by the Purchaser of any Offer Employee who becomes an employee of Purchaser or any affiliate of Purchaser within one year following the Closing Date. Section 6.6

Employment of Seller's Employees. On or before (a) Seller will, and will cause each of its Affiliates to, use all reasonable efforts to cause the employees employed by Seller to make available their employment services to Buyer. For a period of two years from the Closing Date, Purchaser shall Seller, iDL Inc. and BRR Inc. will not, and will not permit any of its Affiliates to, solicit, offer to employ or retain the services of or otherwise interfere with the relationship of Buyer with any Person employed by or otherwise engaged to perform services for Buyer. (b) Effective as of the Closing Date, Buyer shall offer employment to those employees selected by Buyer who are employed by Seller at compensation and vested benefits that are similar to those of such employees on the date hereof. Buyer shall offer employment to Rxxxx Xxxxxx and Mxxxxx Xxxx on the terms of the Employment Agreement described in connection herewith and to the Key Employees on the terms of the Employment Agreement described in connection herewith. Those employees who accept such offers of employment effective as of the Closing Date at least 75% of Seller's employees employed in the conduct of the Division Business, as listed on SCHEDULE 9.1, in positions, at compensation, and upon terms and conditions which are for each employee similar and no less favorable in the aggregate to the employees than the position, compensation, and terms or conditions in effect on the date hereof. Each such person who is employed by Purchaser is hereinafter shall be referred to individually as a "Transferred Employee" and collectively herein as the "Transferred Employees". Each Effective as of the Closing Date, Buyer shall assume the liability of Seller in respect of the Transferred Employees for accrued but unpaid salaries, wages, vacation and sick pay and incentive compensation, but only to the extent such person who liability is not employed reflected on the Balance Sheets or relates to services rendered and arose after the Balance Sheet Dates in the ordinary course of business, consistent with the prior practice of Seller. Seller shall remain responsible for payment of any and all severance, retention, change in control or other similar compensation or benefits which are or may become payable in connection with the consummation of the transactions contemplated by Purchaser is hereinafter referred this Agreement or the Collateral Agreements. (c) Neither Buyer nor any of its Affiliates shall have any Benefit Liability with respect to individually any Employee or Plan or any claim thereof or related thereto except to the extent expressly provided in this Article VI with respect to the Transferred Employees. From and after the Closing, Seller shall, remain solely responsible for any and all Benefit Liabilities in respect of the Employees, including the Transferred Employees and their beneficiaries and dependents, relating to or arising in connection with or as a Non-Transferred result of (i) the employment or the actual or constructive termination of employment of any such Employee and collectively as by Seller (including, without limitation, in connection with the "Non-Transferred Employees". Purchaser shall only be required consummation of the transactions contemplated by this Agreement or the Collateral Agreements), (ii) the participation in or accrual of benefits or compensation under, or the failure to offer participate in or to accrue compensation or benefits to under, any Plan or other employee or retiree benefit or compensation plan, program, practice, policy, agreement or arrangement of Seller or (iii) accrued but unpaid salaries, wages, bonuses, incentive compensation, vacation or sick pay or other compensation or payroll items (including, without limitation, deferred compensation), except, in any such Transferred Employees consistent with Purchaser's current benefit plans; provided that Purchaser shall cover all Transferred Employees with group medical benefits for which all waiting periods and pre-existing condition exceptions are waivedcase, to the extent permitted under Purchaser's existing insurance coverage. Following any such Benefit Liability is (x) specifically assumed by Buyer pursuant to this Article VI or reflected on the Closing, Purchaser shall be entitled Balance Sheets or relates to change its benefit plans services rendered and arose after the Balance Sheet 40 Dates in the Ordinary Course ordinary course of Businessbusiness, consistent with the prior practice of Seller and in accordance with this Agreement. Except for voluntary resignations and deaths, Purchaser shall continue to employ each Transferred Employee until at least the last day of the first full calendar month commencing after the Closing Date, but may at any time terminate any Transferred Employee for cause. Purchaser agrees to allow Transferred Employees to roll over their benefits from Seller's 401(k) Plan into its own 401(k) Plan or other tax qualified retirement plan. Purchaser shall have no liabilities or obligations with respect to Non-Transferred Employees, and such liabilities and obligations shall be considered Excluded Liabilities hereunder6.2.

Employment of Seller's Employees. On or After Closing, BUYER has no responsibility whatsoever with respect to SELLER’s employees. BUYER is not obligated to hire any of SELLER’s employees. SELLER acknowledges that BUYER is entitled to hire any of SELLER’s employees, but BUYER must give SELLER a written list of the employees BUYER wants to hire at least five days before Closing. The hire will be effective on the Closing Date, Purchaser shall offer . BUYER assumes none of SELLER’s obligations to employ as of the Closing Date at least 75% of Seller's employees employed in the conduct of the Division Business, as listed on SCHEDULE 9.1, in positions, at compensation, and upon terms and conditions which are for each employee similar and no less favorable in the aggregate to the employees than the position, compensation, and terms or conditions in effect on the date hereof. Each such person who is employed by Purchaser is hereinafter referred to individually as a "Transferred Employee" and collectively as the "Transferred Employees". Each such person who is not employed by Purchaser is hereinafter referred to individually as a Non-Transferred Employee and collectively as the "Non-Transferred Employees". Purchaser shall only be required to offer benefits to such Transferred Employees consistent with Purchaser's current benefit plans; provided that Purchaser shall cover all Transferred Employees with group medical benefits for which all waiting periods and pre-existing condition exceptions are waived, to the extent permitted under Purchaser's existing insurance coverage. Following the Closing, Purchaser shall be entitled to change its benefit plans in the Ordinary Course of Business. Except for voluntary resignations and deaths, Purchaser shall continue to employ each Transferred Employee until at least the last day of the first full calendar month commencing after the Closing Date, but may at any time terminate any Transferred Employee for cause. Purchaser agrees to allow Transferred Employees to roll over their benefits from Seller's 401(k) Plan into its own 401(k) Plan or other tax qualified retirement plan. Purchaser shall have no liabilities or obligations with respect to Nonany of its employees; this includes, but is not limited to, obligations under employment contracts, employee-Transferred Employeesbenefit plans, collective-bargaining agreements, and such liabilities applicable laws. Applicable laws include, without limitation, liability for payroll taxes and obligations other proper deductions and withholdings. Specifically—but without limiting the generality of the foregoing—SELLER is solely responsible for any liability arising directly or indirectly under the Worker Adjustment and Retraining Notification Act, as amended because of the transactions contemplated by this Agreement. SELLER acknowledges and agrees that BUYER does not assume or agree to discharge any liability of SELLER under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA) with respect to any of SELLER’s current or former employees. SELLER agrees that it will not take any voluntary action, including, without limitation, the termination of its healthcare plan that would—or might reasonably be expected to—impose COBRA liability upon BUYER for SELLER’s current or former employees not hired by BUYER. SELLER shall be considered Excluded Liabilities hereunderindemnify, defend, and hold harmless BUYER from and against any liabilities, damages, costs, and expenses assessed upon or incurred by BUYER that are SELLER’s responsibility under this Section.

Employment of Seller's Employees. On or before Buyer covenants that it shall, conditional on Closing, and prior to the Closing Date, Purchaser shall offer to employ as extend offers of employment substantially in the form of the Closing Date at least 75% of Seller's employees employed in the conduct offer attached hereto as Schedule 5.7 “A” to all of the Division Business, as current Employees of the Business listed on SCHEDULE 9.1, in positions, at compensation, and upon Schedule 3.19 on terms and conditions which are for each employee similar and no less favorable in the aggregate to the employees no less favourable than the position, compensation, and terms or conditions in effect those on the date hereof. Each such person who is which they were employed by Purchaser is hereinafter referred to individually as a "Transferred Employee" Seller and collectively as the "Transferred Employees". Each such person who is not employed by Purchaser is hereinafter referred to individually as a Non-Transferred Employee honour their years of service and collectively as the "Non-Transferred Employees". Purchaser shall only be required to offer benefits to such Transferred Employees consistent with Purchaser's current benefit plans; provided that Purchaser shall cover seniority for all Transferred Employees with group medical benefits for which all waiting periods and pre-existing condition exceptions are waived, purposes to the extent permitted under Purchaser's existing insurance coverageapplicable employee benefit plans. Following Schedule 5.7 “B” sets out the Closingbase salary that will be payable by Buyer to those Employees that accept the Buyer’s offer of employment. The Seller shall co-operate with the Buyer in its efforts to ensure that each Employee accept offers of employment; provided that in providing such cooperation, Purchaser Seller shall not be required to expend funds or incur any obligations or liabilities in connection therewith. In respect of the period during which the Employees are considering Buyer’s offer of employment hereunder, as between Buyer and Seller, Buyer shall be entitled responsible for (i) the remuneration payable to change its benefit plans each Employee in the Ordinary Course of Business. Except for voluntary resignations and deaths, Purchaser shall continue to employ each Transferred Employee until at least the last day respect of the first full calendar month period commencing after at the Closing DateEffective Time and ending at the time such Employee accepts or rejects, but as the case may at any time terminate any Transferred Employee for cause. Purchaser agrees to allow Transferred Employees to roll over their benefits from Seller's 401(k) Plan into its own 401(k) Plan or other tax qualified retirement plan. Purchaser shall have no liabilities or obligations with respect to Non-Transferred Employeesbe, Buyer’s offer of employment, and (ii) the obligations and liabilities of an employer of such liabilities Employees; provided that for greater certainty, the Buyer shall not be responsible for and obligations is not assuming hereunder any obligation or liability owed to any Employee that rejects Buyer’s offer of employment hereunder for termination pay, severance pay or damages in lieu of notice of termination, which shall be considered Excluded Liabilities a Retained Liability hereunder.

Employment of Seller's Employees. On or before (a) Immediately prior to the Closing Date, Purchaser Buyer shall offer to employ employment effective as of the Closing Date at least 75% to all employees of Seller's employees employed in the conduct of the Division BusinessSellers who are, as listed on SCHEDULE 9.1, in positions, at compensation, and upon terms and conditions which are for each employee similar and no less favorable in the aggregate to the employees than the position, compensation, and terms or conditions in effect on the date hereof. Each such person who is employed by Purchaser is hereinafter referred to individually as a "Transferred Employee" and collectively as the "Transferred Employees". Each such person who is not employed by Purchaser is hereinafter referred to individually as a Non-Transferred Employee and collectively as the "Non-Transferred Employees". Purchaser shall only be required to offer benefits to such Transferred Employees consistent with Purchaser's current benefit plans; provided that Purchaser shall cover all Transferred Employees with group medical benefits for which all waiting periods and pre-existing condition exceptions are waived, to the extent permitted under Purchaser's existing insurance coverage. Following the Closing, Purchaser shall be entitled to change its benefit plans in the Ordinary Course of Business. Except for voluntary resignations and deaths, Purchaser shall continue to employ each Transferred Employee until at least the last day of the first full calendar month commencing after the Closing Date, but may employed principally in the Business ("Business Employees") other than Inactive Employees and the Business Employees that Buyer, in its discretion causes to be set forth in Schedule 8.1 at any time terminate prior to the Closing Date; provided, however, that any Inactive Employee may be offered employment by Buyer in its discretion upon such Inactive Employee's availability to return to active service; and provided, further, that Buyer shall offer employment to any Inactive Employee who has, on the Closing Date, a legal right to return to work at the conclusion of his or her leave under applicable workers' compensation laws, the Family Medical Leave Act or the Americans with Disabilities Act, if such Inactive Employee in fact exercises such right to return to work and is able and willing to do so. Each offer of employment to a Business Employee shall be at such base salary or commission rate and on such other terms and conditions as Buyer may determine in its reasonable discretion. All Business Employees who accept offers of employment with Buyer shall hereafter be referred to as "Transferred Employees," and the "Hire Date" for a Transferred Employee for cause. Purchaser agrees means (i) in the case of an Inactive Employee, the date he or she actually returns to allow Transferred Employees to roll over their benefits from Seller's 401(kactive service with Buyer, and (ii) Plan into its own 401(k) Plan or in the case of all other tax qualified retirement plan. Purchaser shall have no liabilities or obligations with respect to Non-Transferred Employees, the Closing Date. "Inactive Employees" shall mean all Business Employees who are, on the Closing Date, temporarily absent from active employment by reason of disability, illness, injury, or workers' compensation and who are receiving or eligible to receive disability or workers' compensation payments as a result of such liabilities disability, illness or injury, and obligations shall be considered Excluded Liabilities hereunderemployees on non-compensated leave of absences, such as pursuant to the terms of the Family Medical Leave Act.