Common use of Prior to the Closing Clause in Contracts

Prior to the Closing. the Buyer shall provide to Seller a list of those employees of the Company whose employment Buyer intends to terminate after the Closing (the "Identified Employees") and Seller shall cause the Company prior to the Closing to show on its Financial Statements and the Preliminary Closing Balance Sheet, a liability equal to the amount that the Identified Employees would be eligible to receive under Company's severance pay plan and any pay-in-lieu-of-vacation arrangement offered by the Company and all employment taxes thereon computed as if the Company had terminated such employees' employment at Closing. As to such Identified Employees, Seller shall have the sole option to determine if the Identified Employees shall continue to be employed by Seller or its Affiliates or be transferred to other divisions or facilities of the Seller or its Affiliates. Buyer shall use its commercially reasonable best efforts to retain as many of the Company employees as is feasible. Buyer shall treat all service completed by an employee with the Company or any Affiliate thereof, and any predecessor thereto, the same as service completed with Buyer for all purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, eligibility to participate in, vesting or payment of benefits under, and eligibility for early retirement or any subsidized benefit provided for under, any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer on or after the Closing Date, except for purposes of computing benefits under the actual benefit formula in a defined benefit plan (as defined in Section 3(35) of ERISA). Prior to the Closing, Seller shall furnish Buyer with a list of the length of service with the Company or its Affiliates, or any predecessor thereof, for each of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, without limitation, any "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of the Company or any Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyer. Notwithstanding anything to the contrary set forth in this Agreement, the Buyer shall not be required to permit the employees of the Company to participate in the Buyer's 401(k) plan prior to the first day of the first calendar quarter commencing after the Closing Date.

Prior to the Closing. the Buyer shall provide to Seller a list of those employees of the Company whose employment Buyer intends to terminate after the Closing (the "Identified Employees") and i. Seller shall cause not enter into any new lease of space or other occupancy arrangement or any New Contract, or materially amend or modify the Company same or approve any assignment or sublease (to the extent Seller’s approval is required under a Lease), in each case, other than (a) with the consent of Purchaser, which consent Purchaser shall not unreasonably withhold, condition or delay, or (b) New Contracts which expire or are cancelable prior to the Closing Date or are cancelable at any time without cause and without penalty on not more than thirty (30) days’ notice, or (c) renewals, extensions, expansions or consents under Leases which, under the terms of the applicable Lease, do not require the consent of the lessor thereunder or to show on its Financial Statements which the consent or approval of the lessor shall not be unreasonably withheld and the Preliminary Closing Balance Sheet, as to which Seller has no reasonable basis for objecting. If Purchaser fails to respond to a liability equal request from Seller for consent to the amount that the Identified Employees would be eligible to receive any action for which Purchaser’s consent is required under Company's severance pay plan and any pay-in-lieu-of-vacation arrangement offered by the Company and all employment taxes thereon computed as if the Company had terminated such employees' employment at Closing. As to such Identified Employeesthis Section 20(a)(i) within five (5) business days after Purchaser’s receipt of Seller’s written request, Seller shall have send a second (2nd) notice within two (2) additional business days. Purchaser’s consent to such action shall be deemed granted if Purchaser fails to respond prior to the sole option expiration of such additional two (2) business day period. If Purchaser withholds consent for Seller to determine if the Identified Employees shall continue enter into a new lease, or to be employed by Seller or its Affiliates or be transferred to other divisions or facilities of the Seller or its Affiliates. Buyer shall use its commercially reasonable best efforts to retain as many of the Company employees as is feasible. Buyer shall treat all service completed by an employee with the Company or renew any Affiliate thereofLease, at market rate rent, and any predecessor theretowhich new lease or renewal Lease contains provisions for security, free rent, tenant improvement allowance or other concessions consistent with existing Leases in the same as service completed Premises and is with Buyer for all purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, eligibility to participate in, vesting or payment a tenant whose creditworthiness and proposed use are consistent with those of benefits under, and eligibility for early retirement or any subsidized benefit provided for under, any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined other Tenants in Section 3(3) of ERISA) maintained by Buyer on or after the Closing Date, except for purposes of computing benefits under the actual benefit formula in a defined benefit plan (as defined in Section 3(35) of ERISA). Prior to the ClosingPremises, Seller shall furnish Buyer not proceed with a list of the length of service with the Company said new lease or its Affiliatesrenewal Lease and Purchaser shall pay to Seller at Closing, or any predecessor thereofor, for each of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (includingif this Agreement is terminated, without limitationupon such termination, any "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes rent which would have been payable under the applicable welfare benefit plan of the Company such new lease or any Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyer. Notwithstanding anything to the contrary set forth in this Agreement, the Buyer shall not be required to permit the employees of the Company to participate in the Buyer's 401(k) plan renewal Lease prior to the first day of the first calendar quarter commencing after the Closing Date.or termination, as applicable (less applicable leasing commissions, work allowances and rent credits which would have been incurred to effectuate such new lease or renewal);

Prior to the Closing. the Buyer (i) Seller shall provide to Seller a list of those employees not (a) enter into any new lease, license or other occupancy agreement for all or any portion of the Company whose employment Buyer intends to terminate after Property without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed so long as: (1) the Closing (rent for any such portion of the "Identified Employees") and Seller Property shall cause the Company prior to the Closing to show on its Financial Statements and the Preliminary Closing Balance Sheet, a liability be at least equal to the amount that market rent (taking into account leasing concessions and other economic parameters of such lease); (2) the Identified Employees would term shall not exceed ten (10) years; and (3) the creditworthiness of the proposed tenant shall be eligible commercially reasonably taking into account the size and nature of the Premises and the subject demised premises, or (b) enter into any terminations, amendments, expansions or renewals of Leases (other than (i) a termination in accordance with Section 20(A)(iii) hereof or (ii) pursuant to receive the express terms of any Lease), in each instance without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. If Purchaser fails to respond to a request from Seller for consent to any action for which Purchaser’s consent is required under Company's severance pay plan and any pay-in-lieu-of-vacation arrangement offered by the Company and all employment taxes thereon computed as if the Company had terminated such employees' employment at Closing. As this Section 20(A)(i) within five (5) business days after Purchaser’s receipt of Seller’s written request, which request shall include a summary of terms relating to such Identified Employeesrequest, Seller shall have the sole option Purchaser’s consent to determine if the Identified Employees shall continue to be employed by Seller or its Affiliates or be transferred to other divisions or facilities of the Seller or its Affiliates. Buyer shall use its commercially reasonable best efforts to retain as many of the Company employees as is feasible. Buyer shall treat all service completed by an employee with the Company or any Affiliate thereof, and any predecessor thereto, the same as service completed with Buyer for all purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, eligibility to participate in, vesting or payment of benefits under, and eligibility for early retirement or any subsidized benefit provided for under, any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer on or after the Closing Date, except for purposes of computing benefits under the actual benefit formula in a defined benefit plan (as defined in Section 3(35) of ERISA). Prior to the Closing, Seller shall furnish Buyer with a list of the length of service with the Company or its Affiliates, or any predecessor thereof, for each of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, without limitation, any "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of the Company or any Affiliate such action shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyerdeemed granted. Notwithstanding anything to the contrary set forth in this Agreementcontained herein, the Buyer Seller’s approval shall not be required for any amendment to permit the employees Lease for Macy’s Inc. or any new lease entered into by Seller with Macy’s Inc. in either case in connection with the exercise by Macy’s Inc. of the Company its right of first offer, pursuant to participate its existing Lease, provided that any such amendment or new lease is on substantially similar terms as are set forth in the Buyer's 401(k) plan prior notice letter sent to the first day of the first calendar quarter commencing after the Closing DateMacy’s Inc. by Seller on July 18, 2013.

Prior to the Closing. the Buyer shall provide offer to Seller a list of employ those employees Current Employees necessary or appropriate, in Buyer’s sole and absolute discretion, to own, operate and manage the Business and those Continuing Facilities and other Acquired Assets that are identified and acquired by Buyer as of the Company whose Closing, with such employment Buyer intends to terminate after commence on the Closing Date. For purposes of this Agreement, each Current Employee who receives such an offer of employment shall be referred to as an “Offeree” and each Current Employee who will not receive such an offer of employment shall be referred to as a “Non-Offeree”. At least one (the "Identified Employees"1) and Seller shall cause the Company Business Day prior to the Closing to show on its Financial Statements and the Preliminary Closing Balance SheetDate, a liability equal to the amount that the Identified Employees would be eligible to receive under Company's severance pay plan and any pay-in-lieu-of-vacation arrangement offered by the Company and all employment taxes thereon computed as if the Company had terminated such employees' employment at Closing. As to such Identified Employees, Seller shall have the sole option to determine if the Identified Employees shall continue to be employed by Seller or its Affiliates or be transferred to other divisions or facilities of the Seller or its Affiliates. Buyer shall use its commercially reasonable best efforts to retain as many of the Company employees as is feasible. Buyer shall treat all service completed by an employee provide Seller with the Company or any Affiliate thereof, and any predecessor thereto, the same as service completed with Buyer for all purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, eligibility to participate in, vesting or payment of benefits under, and eligibility for early retirement or any subsidized benefit provided for under, any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer on or after the Closing Date, except for purposes of computing benefits under the actual benefit formula in a defined benefit plan (as defined in Section 3(35) of ERISA). Prior to the Closing, Seller shall furnish Buyer with schedule setting forth a list of the length names of service all Non-Offerees. Each Offeree who accepts such offer prior to the Closing shall be referred to herein as a “Transferred Employee”. The Selling Entities shall not enforce against any Transferred Employee any confidentiality, non-compete, non-solicit or similar contractual obligations, or otherwise assert with the Company respect to any such Transferred Employee or Buyer or any of its Affiliates claims that would otherwise prohibit or place conditions on any such Transferred Employee’s acceptance of an offer of employment by Buyer or any of its Affiliates, any such Transferred Employee’s employment by Buyer or any of its Affiliates, or any predecessor thereof, for each actions taken by any such Transferred Employee as an employee of Buyer or any of its Affiliates. In furtherance of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, without limitation, any "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of the Company or any Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyer. Notwithstanding anything to the contrary set forth in this Agreementforegoing, the Buyer Selling Entities shall not be required to permit the employees of the Company to participate in the Buyer's 401(k) plan terminate effective immediately prior to the first day Closing all employment agreements and other arrangements with all Transferred Employees; provided however, that (i) Buyer may designate any such employment contract as an Assumed Contract and (ii) the Selling Entities may take appropriate measures to ensure the Transferred Employees’ ongoing compliance with the Selling Entities’ confidentiality requirements, if any, provided that any such compliance does not inhibit or impair such Transferred Employees’ performance of his duties and obligations as an employee of Buyer and thereby Buyer’s realization of the first calendar quarter commencing after the Closing Datebenefits such Transferred Employees’ services to Buyer.

Prior to the Closing. Seller shall, and shall cause its Subsidiaries to, consummate the Buyer shall provide transactions listed in Section 2.4(b) of the Disclosure Letter in order to transfer or convey to Seller or a list Subsidiary of those employees of Seller (other than the Company whose employment Buyer intends or a Division Entity) all of their right, title and interest in and to terminate after (i) the Closing (the "Identified Employees") and Seller shall cause the Company prior to the Closing to show on its Financial Statements and the Preliminary Closing Balance Sheet, a liability equal to the amount that the Identified Employees would be eligible to receive under Company's severance pay plan and any pay-in-lieu-of-vacation arrangement offered equity interests in all Subsidiaries of or other entities owned by the Company and all employment taxes thereon computed as if the Company had terminated Division Entities that are not engaged in the conduct of the Business and (ii) such employees' employment at Closingother properties, assets and Contracts that are not primarily used in the conduct of Business and which are set forth in Section 2.4(b) of the Disclosure Letter (collectively, the "Excluded Assets"). As to such Identified Employees, Seller Section 2.4(b) of the Disclosure Letter shall have also set forth a list of each of the sole option to determine if the Identified Employees shall continue to be employed outpatient rehabilitation clinics owned or controlled by Seller or its Affiliates Subsidiaries at any time since September 30, 2005 that will not be owned by the Company or be transferred to the Division immediately after the Closing. Such outpatient rehabilitation clinics and any other divisions clinic presently or facilities of the formerly owned or operated by Seller or its Affiliates. Subsidiaries (other than the Going Clinics) shall be referred to as the "Staying Clinics." Buyer shall use its commercially reasonable best efforts to retain as many of the Company employees as is feasible. Buyer shall treat all service completed by an employee with the Company and Seller agree that any liabilities or any Affiliate thereof, and any predecessor thereto, the same as service completed with Buyer for all purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, eligibility to participate in, vesting or payment of benefits under, and eligibility for early retirement or any subsidized benefit provided for under, any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer on or after the Closing Date, except for purposes of computing benefits under the actual benefit formula in a defined benefit plan (as defined in Section 3(35) of ERISA). Prior to the Closing, Seller shall furnish Buyer with a list of the length of service with the Company or its Affiliates, or any predecessor thereof, for each of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, without limitation, any "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan obligations of the Company or any Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyer. Notwithstanding anything Division Entity that relate to the contrary set forth in this Agreement, Excluded Assets or the Buyer shall not Staying Clinics will also be required transferred to permit the employees or assumed by Seller or a Subsidiary of Seller (other than the Company to participate in the Buyer's 401(kor its Subsidiaries) plan prior to the first day Effective Time, and that the Company and the Division Entities shall be released from any obligation relating to such liabilities as of the first calendar quarter commencing after Effective Time and indemnified by Seller from and against such liabilities. The transactions listed in Sections 2.4(a) and 2.4(b) of the Closing DateDisclosure Letter shall be collectively referred to herein as the "Restructuring Transactions," and the agreements to effectuate the Restructuring Transactions shall be referred to herein as the "Restructuring Agreements." Together, the Transition Agreement and the Restructuring Agreements are referred to herein as the "Ancillary

Prior to the Closing. Buyer and the Buyer Sellers shall, and the Sellers shall provide to Seller cause a list of those employees member of the Company whose employment Buyer intends Group and/or Valia to, use commercially reasonable efforts to terminate after (i) approve and initiate (or cause to be approved and initiated), to the Closing extent permitted by applicable Law, (A) the demerger of the Vale Mais Pension Plan and the funds (assets and liabilities) of the Company (the "Identified Employees"“Demerged Pension Plan”) to a new pension plan managed by Valia, which will be created to receive the Demerged Pension Plan and (B) the transfer of the management of the Demerged Pension Plan from Valia to Itaú Fundo Multipatrocinado, (provided that the Parties agree that the Sellers shall not be deemed to have breached this covenant solely because of the failure to obtain the consent of Itaú Fundo Multipatrocinado to such transfer, and provided, further, that if such transfer has not been completed as of the Closing, Buyer shall be responsible for its completion and the Sellers shall have no further obligation with respect thereto other than to transfer the appropriate assets and liabilities to Buyer) and Seller (ii) obtain approval from the Governmental Authorities, including PREVIC, required to facilitate the actions set forth 110 in clause (i). The Parties acknowledge that any actions taken pursuant to this Section 7.04(c) that impact the rights of participants in the Vale Mais Pension Plan shall cause the Company prior to the Closing to show on its Financial Statements only be fully effective upon PREVIC’s authorization and the Preliminary Closing Balance Sheet, a liability equal to the amount that the Identified Employees would Sellers shall not be eligible deemed to receive under Company's severance pay plan have breached this covenant solely because of the failure to obtain such authorization. Buyer shall (i) promptly upon request by the Sellers, reimburse the Sellers for all reasonable and any pay-in-lieudocumented out-of-vacation arrangement offered by the Company pocket fees and all employment taxes thereon computed as if the Company had terminated such employees' employment at Closing. As to such Identified Employees, Seller shall have the sole option to determine if the Identified Employees shall continue to be employed by Seller or its Affiliates or be transferred to other divisions or facilities expenses of the Seller or its Affiliates. Buyer shall use its commercially reasonable best efforts to retain as many of the Company employees as is feasible. Buyer shall treat all service completed by an employee with the Company or any Affiliate thereof, Sellers and any predecessor thereto, the same as service completed with Buyer for all purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, eligibility to participate in, vesting or payment of benefits under, and eligibility for early retirement or any subsidized benefit provided for under, any employee benefit plan their respective Affiliates (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer on or after the Closing Date, except for purposes of computing benefits under the actual benefit formula in a defined benefit plan (as defined in Section 3(35) of ERISA). Prior prior to the Closing, Seller shall furnish Buyer with a list of the length of service with the Company or its AffiliatesGroup) and all reasonable and documented fees and expenses of their outside representatives incurred in connection with this Section 7.04(c), or any predecessor thereof, for each of and (ii) indemnify and hold harmless the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan Sellers and their respective Affiliates (including, without limitation, any "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of the Company or any Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyer. Notwithstanding anything to the contrary set forth in this Agreement, the Buyer shall not be required to permit the employees of the Company to participate in the Buyer's 401(k) plan prior to the first day Closing, the Company Group), and their respective officers, employees and representatives, against any claim, Loss, damage, interest, injury, Liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including reasonable fees and expenses of outside representatives) or settlement payment incurred as a result of the first calendar quarter commencing after actions taken pursuant to and in accordance with this Section 7.04(c) (it being understood that no such fees, expenses, claims, Losses, damages, interest, injuries, Liabilities, judgments, awards, penalties, fines, Taxes, costs (including costs of investigation) or settlement payments incurred by the Closing DateSellers or their respective Affiliates (including, prior to the Closing, the Company Group) pursuant to this last sentence of Section 7.04(c) shall constitute Transaction Expenses for any purpose hereunder).

Prior to the Closing. (i) the Buyer shall provide to Seller a list employment of those employees each Business Employee who as of the Company whose Effective Date is not already employed by the Companies shall be transferred to MM; and (ii) the employment Buyer intends of each employee who is not a Business Employee shall be transferred to terminate after Parent or an Affiliate of Parent (other than the Closing (Companies). All Business Employees employed by the "Identified Employees") and Seller shall cause the Company Companies immediately prior to the Closing to show on shall automatically become employees of Purchaser and its Financial Statements and Affiliates (which may be the Preliminary Closing Balance Sheet, a liability equal to Companies) as of the amount that the Identified Employees would be eligible to receive under Company's severance pay plan and any pay-in-lieu-of-vacation arrangement offered by the Company and all employment taxes thereon computed as if the Company had terminated such employees' employment at Closing. As Nothing contained in this Section 5.08 shall – (I) be construed to such Identified Employeescreate (A) any third-party beneficiary rights in any current or former employee of Parent or the Companies, Seller shall have the sole option or (B) any right to determine if the Identified Employees shall continue employment or continued employment for any specified period or to be employed by Seller a particular term or its Affiliates or be transferred to other divisions or facilities condition of the Seller or its Affiliates. Buyer shall use its commercially reasonable best efforts to retain as many of the Company employees as is feasible. Buyer shall treat all service completed by an employee employment with the Company or any Affiliate thereof, and any predecessor thereto, the same as service completed with Buyer for all purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, eligibility to participate in, vesting or payment of benefits under, and eligibility for early retirement or any subsidized benefit provided for under, any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer on or after the Closing Date, except for purposes of computing benefits under the actual benefit formula in a defined benefit plan (as defined in Section 3(35) of ERISA). Prior to the Closing, Seller shall furnish Buyer with a list of the length of service with the Company Purchaser or its Affiliates, or (II) limit the ability of Purchaser or its Affiliates to amend, modify, terminate, or decline to implement or continue, as applicable, any predecessor thereofParent Plan, for each Company Plan or other benefit plan, program, agreement, or arrangement at any time assumed, established, sponsored, or maintained by Parent or the Companies. (b) As of the EmployeesClosing Date, Parent shall cause the Companies to terminate the participation of each Business Employee in each Parent Plan and in no event shall any Business Employee be entitled to accrue any benefits under such Parent Plans with respect to services rendered or compensation paid on or after the Closing. For purposes The parties hereto agree that the Companies shall have no liabilities or obligations with respect to any Parent Plan for periods on and after the Closing. If requested by Purchaser after the Effective Date and prior to the Closing, the Companies shall terminate, effective as of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, without limitationthe Closing Date, any "employee welfare benefit plan" Company Plans that are intended to constitute a tax- qualified defined contribution plan under Code Section 401(k) (a “401(k) Plan”). The Business Employees shall, effective immediately after the Closing, be eligible to participate in a corresponding Purchaser Plan at such time as defined in Section 3(1) of ERISA), expenses the terms and claims previously recognized for similar purposes under the applicable welfare benefit plan conditions of the Company Purchaser Plan permit them to participate therein if the Companies are requested by Purchaser to terminate a 401(k) Plan or any Affiliate shall be credited or recognized under if the comparable plan maintained after Companies terminate participation of the Closing Date by Buyer. Notwithstanding anything Business Employees in a Parent 401(k) Plan, and Purchaser agrees to the contrary set forth in this Agreement, the Buyer shall not use commercially reasonable efforts to take such actions as may be required to permit facilitate, and shall use commercially reasonable efforts to cause the employees trustee of the Company corresponding Purchaser Plan to participate in accept, a direct rollover of all or a portion of a Business Employee’s distribution from the Buyer's Parent’s or a Company’s 401(k) plan prior to Plan, including any 401(k) Plan loans under terms and conditions established by the first day administrator of the first calendar quarter commencing after the Closing Date.corresponding Purchaser Plan. -54-

Prior to the Closing. the Buyer shall provide to Seller a list of those employees may obtain an update of the Company whose employment Buyer intends Commitment and Survey (and shall reasonably promptly after receipt forward such update, or cause such updated Commitment and/or Survey to terminate be forwarded, to Seller’s counsel). Within five (5) business days after the Closing (the "Identified Employees") receipt of any such update, and Seller shall cause the Company in any event prior to the Closing Date, Buyer shall provide written notice to show on its Financial Statements Seller of any exception to title or Survey item in such update that is first appearing which is not a Permitted Encumbrance, and to which Buyer objects as permitted in accordance with the Preliminary Closing Balance Sheet, terms of this Agreement. Any timely objection Buyer makes to any updated Commitment or Survey which is not a liability equal to the amount that the Identified Employees would be eligible to receive under Company's severance pay plan and any pay-in-lieu-of-vacation arrangement offered by the Company and all employment taxes thereon computed as if the Company had terminated such employees' employment at ClosingPermitted Encumbrance is deemed a “Title Objection”. As to such Identified EmployeesWithin five (5) business days after Buyer notifies Seller of a given Title Objection, Seller shall advise Buyer in writing whether or not Seller intends to cure such Title Objection; provided, however, Seller shall be obligated in any event to cure any and all Mandatory Liens. In the event Seller notifies Buyer that Seller does not intend to cure such Title Objection (other than a Mandatory Lien), Buyer shall have the right, as its sole option to determine if the Identified Employees shall continue remedy, to be employed exercised within five (5) business days after receipt of such notice from Seller (time being of the essence), to terminate this Agreement by written notice to Seller and receive the Option Deposit, and thereafter neither party shall have any rights or obligations hereunder other than those rights and obligations expressly stated herein to survive the termination of this Agreement. If Buyer does not so elect in writing to terminate this Agreement, then Buyer shall remain obligated hereunder and shall accept title to the Property subject to such Title Objection (which shall be deemed a Permitted Encumbrance). In the event Seller is unable to eliminate any Title Objection by the Closing Date, unless the same is waived by Buyer in writing, Seller may adjourn the Closing Date for a reasonable period or periods not to exceed thirty (30) days in the aggregate (the “Title Cure Period”), in order to attempt to eliminate such exception. Subject to Seller’s adjournment right above, Seller shall at its expense cause any matter which is the subject of a Mandatory Lien to be bonded or otherwise discharged of record (if applicable) by the Closing. “Mandatory Liens” shall mean the following: (i) all mortgages recorded against or otherwise secured by the Property and related UCC filings and assignment of leases and rents and other evidence of indebtedness secured by the Property; (ii) liens or encumbrances voluntarily created or permitted by Seller or its Affiliates affiliates; (iii) judgments against Seller and/or any encumbrance or matter to the extent any of them shall then be transferred to other divisions or facilities of the Seller or its Affiliates. Buyer a lien and shall use its commercially reasonable best efforts to retain as many of the Company employees as is feasible. Buyer shall treat all service completed by an employee with the Company or any Affiliate thereof, and any predecessor thereto, the same as service completed with Buyer for all purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, eligibility to participate in, vesting or payment of benefits under, and eligibility for early retirement or any subsidized benefit provided for under, any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer on or after the Closing Date, except for purposes of computing benefits under the actual benefit formula be in a defined benefit plan determined monetary amount; and (as defined in Section 3(35iv) of ERISA). Prior to the Closingmechanics’, Seller shall furnish Buyer with a list of the length of service with the Company or its Affiliates, or materialmans’ and other similar statutory liens (excluding any predecessor thereof, for each of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, without limitation, any "employee welfare benefit plan" as defined in Section 3(1) of ERISATenant’s Mechanic’s Liens), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of the Company or any Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyer. Notwithstanding anything subject to the contrary set forth in this Agreement, the Buyer shall not be required to permit the employees of the Company to participate in the Buyer's 401(k) plan prior to the first day of the first calendar quarter commencing after the Closing DateSection 3.09.

Prior to the Closing. Buyer and the Buyer Sellers shall, and the Sellers shall provide to Seller cause a list of those employees member of the Company whose employment Buyer intends Group and/or Valia to, use commercially reasonable efforts to terminate after (i) approve and initiate (or cause to be approved and initiated), to the Closing extent permitted by applicable Law, (A) the demerger of the Vale Mais Pension Plan and the funds (assets and liabilities) of the Company (the "Identified Employees"“Demerged Pension Plan”) to a new pension plan managed by Valia, which will be created to receive the Demerged Pension Plan and (B) the transfer of the management of the Demerged Pension Plan from Valia to Itaú Fundo Multipatrocinado, (provided that the Parties agree that the Sellers shall not be deemed to have breached this covenant solely because of the failure to obtain the consent of Itaú Fundo Multipatrocinado to such transfer, and provided, further, that if such transfer has not been completed as of the Closing, Buyer shall be responsible for its completion and the Sellers shall have no further obligation with respect thereto other than to transfer the appropriate assets and liabilities to Buyer) and Seller (ii) obtain approval from the Governmental Authorities, including PREVIC, required to facilitate the actions set forth in clause (i). The Parties acknowledge that any actions taken pursuant to this Section 7.04(c) that impact the rights of participants in the Vale Mais Pension Plan shall cause the Company prior to the Closing to show on its Financial Statements only be fully effective upon PREVIC’s authorization and the Preliminary Closing Balance Sheet, a liability equal to the amount that the Identified Employees would Sellers shall not be eligible deemed to receive under Company's severance pay plan have breached this covenant solely because of the failure to obtain such authorization. Buyer shall (i) promptly upon request by the Sellers, reimburse the Sellers for all reasonable and any pay-in-lieudocumented out-of-vacation arrangement offered by the Company pocket fees and all employment taxes thereon computed as if the Company had terminated such employees' employment at Closing. As to such Identified Employees, Seller shall have the sole option to determine if the Identified Employees shall continue to be employed by Seller or its Affiliates or be transferred to other divisions or facilities expenses of the Seller or its Affiliates. Buyer shall use its commercially reasonable best efforts to retain as many of the Company employees as is feasible. Buyer shall treat all service completed by an employee with the Company or any Affiliate thereof, Sellers and any predecessor thereto, the same as service completed with Buyer for all purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, eligibility to participate in, vesting or payment of benefits under, and eligibility for early retirement or any subsidized benefit provided for under, any employee benefit plan their respective Affiliates (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer on or after the Closing Date, except for purposes of computing benefits under the actual benefit formula in a defined benefit plan (as defined in Section 3(35) of ERISA). Prior prior to the Closing, Seller shall furnish Buyer with a list of the length of service with the Company or its AffiliatesGroup) and all reasonable and documented fees and expenses of their outside representatives incurred in connection with this Section 7.04(c), or any predecessor thereof, for each of and (ii) indemnify and hold harmless the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan Sellers and their respective Affiliates (including, without limitation, any "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of the Company or any Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyer. Notwithstanding anything to the contrary set forth in this Agreement, the Buyer shall not be required to permit the employees of the Company to participate in the Buyer's 401(k) plan prior to the first day Closing, the Company Group), and their respective officers, employees and representatives, against any claim, Loss, damage, interest, injury, Liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including reasonable fees and expenses of outside representatives) or settlement payment incurred as a result of the first calendar quarter commencing after actions taken pursuant to and in accordance with this Section 7.04(c) (it being understood that no such fees, expenses, claims, Losses, damages, interest, injuries, Liabilities, judgments, awards, penalties, fines, Taxes, costs (including costs of investigation) or settlement payments incurred by the Closing DateSellers or their respective Affiliates (including, prior to the Closing, the Company Group) pursuant to this last sentence of Section 7.04(c) shall constitute Transaction Expenses for any purpose hereunder).