Common use of Employee Matters Clause in Contracts

Employee Matters. (i) Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyer.

Employee Matters. (i) Seller Contributor and Principal shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller Contributor and/or SellerContributor’s employees (“Plans”), prior to or at Closing, so that Buyer LMP and NewCo will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is LMP or NewCo are or will be liable for any liability or obligation under any Plan despite SellerContributor’s and Principal’s contractual liability for such liability or obligation hereunder, and Seller Contributor and Principal fail to pay or perform such liability or obligation within five (5) days after BuyerLMP’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer LMP or NewCo (or its their respective affiliate) owes Seller Principal or Contributor (or its their respective affiliate). Seller Contributor (including all employers, whether or not incorporated, that are treated together with Seller Contributor as a single employer within the meaning of Section 414 of the Code or, where appropriate, SellerContributor’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller Contributor shall pay all wages (including earned but unused vacation and sick leave wages, whether or not yet vested) due SellerContributor’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller Contributor shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer NewCo may, but is not obligated to, employ SellerContributor’s employees who are willing to accept the offered employment with BuyerNewCo, and Buyer NewCo will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyer.

Employee Matters. (i) Seller and Principal shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s and Principal’s contractual liability for such liability or obligation hereunder, and Seller and Principal fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Principal or Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages (including earned but unused vacation and sick leave wages, whether or not yet vested) due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyer.

Employee Matters. (i) Seller shall terminate or take Target and each of its Subsidiaries are in compliance in all appropriate action material respects with all currently applicable federal, state, local and foreign laws and regulations respecting employment, discrimination in connection with pensionemployment, profit sharing terms and conditions of employment, wages, hours and occupational safety and health and welfare benefit plansemployment practices, if anyand is not engaged in any unfair labor practice. There are no pending claims against Target or any of its Subsidiaries under any workers compensation plan or policy or for long term disability, that are applicable material either individually or in the aggregate. Neither Target nor any of its Subsidiaries has any material obligations under COBRA or any similar state law with respect to Seller and/or Seller’s any former employees or qualifying beneficiaries thereunder. Except as set forth in Section 2.18 of the Target Disclosure Schedule, there are no controversies pending or, to the knowledge of Target or any of its Subsidiaries, threatened, between Target or any of its Subsidiaries and any of their respective employees or former employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on Target. Neither Target nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor unions contract nor does Target or any of its Subsidiaries know of any activities or proceedings of any labor union or other group to organize any such employees. Target and the Subsidiaries have not incurred any material liability under, and have complied in all respects with, the Worker Adjustment Retraining Notification Act (“Plans”the "WARN Act"), prior and no fact or event exists that could give rise to liability under the WARN Act other than possible aggregation of past "employment losses" as that term is defined in the WARN Act, in the event that Acquiror, Merger Sub or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, entity causes such amounts may be set off from time to time from any amount Buyer (additional employment losses on or its affiliate) owes Seller (or its affiliate)after the Closing. Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 2.18 of the Code or, where appropriate, Seller’s health and welfare benefit plans that Target Disclosure Schedule contains a list of all employees who are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” date hereof on a leave of absence (whether paid or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B unpaid), the reasons therefor, the expected return date, and whether reemployment of the Code) regardless such employee is guaranteed by contract or statute, and a list of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees who as of the Closing Date. At Closingdate hereof have requested in writing a leave of absence to commence at any time after the date of this Agreement, Buyer shall assume Seller’s obligations for payment the reason therefor, the expected length of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyersuch leave, and Buyer shall receive a credit against the Purchase Price for whether reemployment of such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed employee is guaranteed by contract or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyerstatute.

Employee Matters. (ia) Seller shall terminate or take all appropriate action in connection with pensionmay, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required prior to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date, update the list of Business Employees on Schedule 1.1(a) to reflect employment terminations and new hires. At Prior to the Closing Date, Purchaser will, or will cause one of its Affiliates to, offer employment to substantially all, and no fewer than two-thirds, of the Business Employees, such employment to commence immediately following the Closing contingent upon such employee’s completion of Purchaser’s standard employment documents. Seller and its Affiliates will cooperate with and use their commercially reasonable efforts to assist Purchaser and its Affiliates in their efforts to secure the satisfactory transition of Business Employees to Purchaser and will release each Transferred Employee from all employment agreements, non-competition agreements and similar agreements with Seller, effective upon the Closing. Without limiting the generality of the foregoing, Seller and its Affiliates will provide all relevant information in their possession necessary to the hiring and transfer of the Transferred Employees, including all relevant payroll, compensation, benefits participation and withholding tax information with respect to the Transferred Employees; provided, that Purchaser shall not have access to personnel records of Seller the disclosure of which is prohibited by applicable Law. Business Employees who accept offers of employment from Purchaser or an Affiliate of Purchaser are referred to as “Transferred Employees”. Seller and its Affiliates will terminate the employment of all Business Employees who agree to become Transferred Employees, effective immediately prior to the Closing, Buyer shall assume Seller’s obligations provided, however, that the Parties intend and will take commercially reasonable steps to ensure that the Transferred Employees have continuous employment through the Closing. Purchaser agrees to provide credit to the Transferred Employees for payment all periods of unused service with Seller and their Affiliates upon commencing their employment with Purchaser for purposes of eligibility for and calculation of vacation, sick leave, paid time offoff and participation under any benefit plans maintained by Purchaser. For a 12-month period following the Closing, holiday pay, sick pay Purchaser will provide each Transferred Employee with (i) a base salary or standard hourly wage rate and other similar compensation accrued to those employees of Seller which bonus opportunities that are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts no less favorable to the former employees of Transferred Employees than that provided by Seller to at the extent time of the credit received provided, however Buyer shall not be liable for any such amounts Closing; and (ii) employee benefits (excluding equity and equity-linked compensation) that are disputed or no less favorable to Transferred Employees than under Seller’s Benefit Plans in excess effect at the time of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by BuyerClosing.

Employee Matters. With respect to the employees of the Acquired Corporations who remain employed after the Effective Time by the Acquired Corporations for a period of at least 180 days following the Effective Time (i) Seller shall terminate or take all appropriate action in connection with pensionthe “Continuing Employees”), profit sharing and health and welfare to the extent permitted under the terms of Parent’s applicable benefit plans, if any, that are Parent shall treat and cause its applicable benefit plans to Seller and/or Seller’s employees (“Plans”), treat the service of the Continuing Employees with the Acquired Corporations prior to the Effective Time as service rendered to Parent or any Affiliate of Parent for purposes of eligibility to participate and vesting, including applicability of minimum waiting periods for participation. Parent shall use commercially reasonable efforts to provide that no such Continuing Employee, or any of his or her eligible dependents, who, at Closingthe Effective Time, so that Buyer will have no responsibility are participating in the Acquired Company’s group health plan shall be excluded from Parent’s group health plan, or liability or obligation limited in coverage thereunder, by reason of any nature waiting period restriction or pre-existing condition limitation. Notwithstanding the foregoing, (a) any Continuing Employees who were employed with the Acquired Corporations for at least four years prior to the Effective Time will continue to accrue vacation time at the applicable rate under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunderthe Acquired Corporations vacation policy, and Seller fail to pay or perform such liability or obligation within five (5b) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer Parent shall not be liable required to provide any coverage, benefits or credit inconsistent with the terms of any Parent benefit plans or which would duplicate benefits provided through the Acquired Corporations’ Benefit Plans. Furthermore, nothing contained in this Section shall require or imply that the employment of the employees of the Acquired Corporations who are employed at the Effective Time will continue for any such amounts that are disputed or in excess particular period of time following the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amountsEffective Time. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but This Section is not obligated tointended, employ Seller’s employees who are willing and shall not be deemed, to accept confer any rights or remedies upon any Person other than the offered parties to this Agreement and their respective successors and permitted assigns, to create any agreement of employment with Buyerany Person or to otherwise create any third-party beneficiary hereunder, and Buyer will give due regard or to such employees’ benefits from their prior employer, so long be interpreted as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant amendment to any plan of Seller’s individual employees a right Parent or any Affiliate of employment by BuyerParent.

Employee Matters. (ia) As of the Effective Time, Seller shall cause the Seller Entities to terminate all of the employees at the Facilities, and Buyer shall offer or take cause to be offered employment (subject in all appropriate action in connection with pensionrespects to Buyer’s standard hiring practices including, profit sharing without limitation, drug and health and welfare benefit plans, if any, that are applicable related employment screening) to Seller and/or Seller’s all active employees (including any employees who are on statutory family or medical leave, military leave, short-term disability, or other short-term leave of up to 90 days) as of the Effective Time in positions and at compensation levels generally consistent with those provided by the Seller Entities as of the Effective Time. Nothing herein shall be deemed to affect or limit in any way normal management prerogatives of the Buyer with respect to employees or to create or grant to any such employees third party beneficiary rights or claims of any nature. Nothing herein shall be deemed to require Buyer to hire any employees that do not otherwise satisfy Buyer’s standard employment criteria. All such employees who accept such offers and commence employment with Buyer (together, the “Buyer Employees”) shall be credited with employment service with the Seller Entities for purposes of eligibility and vesting purposes (but not for purposes of benefit accrual) under Buyer’s employee benefit plans or programs (the “Buyer Plans”), prior unless such service credit is not allowed pursuant to or at Closing, so that Buyer will have no responsibility or liability or obligation the express terms of any nature insurance policy (or policies) used to fund the benefits provided under Plans to any personsuch Buyer Plans, firm or corporation whatsoever. If any applicable law provides that Buyer is or in which case such service credit will not be liable for any liability or obligation under any Plan despite Seller’s contractual liability allowed just for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliateinsured plan(s). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding Notwithstanding anything in this Agreement contained herein to the contrary, Buyer this Section 10.10(a) shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant apply to any physician employee of Seller’s individual employees a right of any Seller Entity who has entered into an employment by Buyeragreement with any Seller Entity, and such persons shall not be deemed to be Buyer Employees.

Employee Matters. (ia) Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within Within forty five (545) days after the filing of the Bankruptcy Case, the Buyer shall provide the Sellers with a list of all employees of the Sellers to whom the Buyer or any of its Affiliates intends to offer employment, and the Buyer or any of its Affiliates shall promptly thereafter make offers of employment to such employees. Prior to the delivery of such list, if requested by the Buyer and as soon as practicable thereafter, Sellers shall provide accrued vacation benefit information regarding any employees identified by Buyer for use by Buyer and its Affiliates in determining whether to make offers of employment to such persons. Any such offer of employment by the Buyer or any of its Affiliates shall be made for employment commencing on the Closing Date and shall be, at a minimum, consistent with the Buyer’s written demand's standard compensation arrangements other than the Buyer's defined benefit plans. On the Closing Date, then in addition to any other remedies available, such amounts may the Buyer shall provide the Sellers with a complete list of all employees of the Sellers who shall be set off from time to time from any amount Buyer (or have been) hired by the Buyer or any of its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable Affiliates as of the Closing Date (any such employee shall be referred to “covered employees” herein as a "Transferred Employee"). In the event that neither the Buyer nor any of its Affiliates makes an offer of employment to any employee of a Seller identified by the Buyer on the list described in the first sentence of this Section 3.13(a) (provided that this sentence shall not apply to any employee identified by the Buyer on such list who does not accept the offer of employment of Buyer or “qualified beneficiaries” entitled any of its Affiliates), then the Buyer shall promptly reimburse the Sellers for any retention bonus or related payment that is due to “continuation coverage” (as those terms are defined in Section 4980B any such employee upon the consummation of the Code) regardless of when services were rendered or expenses incurredtransactions contemplated by this Agreement. By Closing, Seller Transferred Employees shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyerbe employed on an at will basis, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer no provision of this Agreement shall be responsible construed as providing to satisfy such amounts to the former employees Transferred Employees a guarantee of Seller to the extent of the credit received provided, however continued employment. The Buyer shall not be liable responsible for any such amounts that are disputed liabilities and obligations with respect to the Transferred Employees or in excess any other employee of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amountsSellers other than (x) in accordance with Section 1.6 hereof; (y) in accordance with Section 3.1 hereof or (z) in accordance with applicable Laws. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything Nothing in this Section 3.13 or elsewhere in this Agreement shall be deemed to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions make any employee of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any Sellers a third party beneficiary of Seller’s individual employees a right of employment by Buyerthis Agreement.

Employee Matters. (ia) Seller As of the Closing Date, Buyer shall terminate or take offer employment to all appropriate action in connection with pension, profit sharing active and health and welfare benefit plans, if any, that are applicable qualified (subject to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then employment practices and policies) employees of Seller in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable good standing as of the Closing Date in positions and at compensation levels not less than those as are consistent with the compensation levels generally offered to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined employees of Buyer at locations in Section 4980B the same geographical areas of the Code) regardless Hospital Facilities (“Hired Employees”). Notwithstanding anything to the contrary in this Agreement, Buyer and Seller agree that Buyer shall hire at least the minimum number of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, and upon such terms of employment, as necessary so as not to cause Seller to violate the WARN Act (defined below) in connection with the transition of the ownership of the Hospital Facilities from Seller to Buyer at the Closing. Buyer shall recognize the Hired Employees’ accrued seniority with Seller for purposes of Buyer’s employee benefit plans to the extent allowed or authorized by the terms, qualifications and limitations of said plans, and to the extent that such recognition does not require retroactive funding by Buyer for time or seniority accumulated by an employee of Seller prior to Closing. Buyer and Seller agree that Buyer shall assume Seller’s for each Hired Employee such Hired Employee's accumulated and unused paid time off to benefit its employment with Buyer. Seller and Buyer shall agree on the dollar value of any unused paid time off accrued by Hired Employees prior to the Closing Date, for paid time off obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, such Hired Employees and Buyer shall receive a credit against dollar for dollar deduction from the Purchase Price in the amount of such paid time off assumed for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by BuyerHired Employees.

Employee Matters. (i) Seller Contributors and Principal shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller Contributors and/or Seller’s Contributors’ employees (“Plans”), prior to or at Closing, so that Buyer LMP and NewCos will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is LMP or NewCos are or will be liable for any liability or obligation under any Plan despite SellerContributors’ and Principal’s contractual liability for such liability or obligation hereunder, and Seller Contributors and Principal fail to pay or perform such liability or obligation within five (5) days after BuyerLMP’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer LMP or NewCos (or its their respective affiliate) owes Seller Principal or Contributors (or its their respective affiliate). Seller Contributors (including all employers, whether or not incorporated, that are treated together with Seller Contributors as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s Contributors’ health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller Contributors shall pay all wages (including earned but unused vacation and sick leave wages, whether or not yet vested) due Seller’s Contributors’ employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller Contributors shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer NewCos may, but is not obligated to, employ Seller’s Contributors’ employees who are willing to accept the offered employment with BuyerNewCos, and Buyer NewCos will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyer.

Employee Matters. (ia) Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), At least 30 days prior to or at Closing, so that Buyer Seller will have no responsibility or liability or obligation provide a list of any nature under Plans every employee and independent contractor of Seller it recommends be retained by Purchaser; however, Purchaser may make offers of employment to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, certain employees and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with independent contractor of Seller as Purchaser shall determine. Such offers of employment shall be made with a single employer within salary, bonus opportunity and benefits package on such terms as Purchaser may prescribe in its discretion. Such employees and independent contractors shall not commence employment with Purchaser until the meaning of Section 414 of the Code or, where appropriate, SellerClosing Date. Those employees and independent contractors who accept Purchaser’s health employment offer and welfare benefit plans that are “group health plans” will retain liability who report for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of duty on the Closing Date are collectively referred to as “covered employees” Transferred Employees”. Nothing in this Agreement shall obligate Purchaser to maintain Seller’s employment terms or “qualified beneficiaries” entitled any Transferred Employee’s employment for any period of time. Seller shall cooperate with Purchaser’s efforts to “continuation coverage” (as those terms are defined in Section 4980B of employ and retain any such employees and independent contractors. At the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay terminate those employees and independent contractors who accept employment with Purchaser and waive, for the benefit of Purchaser, any and all wages due restrictions in any oral or written agreement with any Transferred Employee relating to noncompetition with Seller subsequent to termination of employment therewith. Any confidentiality agreements with Transferred Employees shall be assigned to Purchaser. Purchaser does not assume, and Seller shall be fully responsible for, the payment of any severance or other benefits or payments related to or payable upon the termination of the employees and independent contractors of Seller’s , including any employees or independent contractors offered employment by Purchaser who fail to accept such employment offer or any employees or independent contractors not offered employment by Purchaser, provided that Purchaser shall be responsible to each Transferred Employee for payment of all accrued but unused vacation time as of the Closing Date, as reflected on the Closing Date Balance Sheet. Seller shall be responsible for compliance with all Applicable Laws relating to the termination by Seller of Seller’s employees at or prior to the Closing including the Worker Adjustment and Retraining Notification Act (“WARN”); provided however that if Seller recommends to Purchaser the retention of sufficient numbers of employees such that the provisions of WARN are not triggered (i.e., no “mass layoff” under WARN if Purchaser hires all employees so recommended), then Purchaser shall be responsible for compliance with WARN if the provisions of WARN are in fact triggered by Purchaser’s actions. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be certify the number of employees terminated or laid off in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant 90 days prior to any of Seller’s individual employees a right of employment by BuyerClosing.

Employee Matters. At least 5 days prior to the Closing, Buyer shall provide Seller with a list of employees that Buyer wishes to hire (i) Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (collectively the “PlansRehired Employees”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or Such list shall include not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 less than 70% of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, employees employed by Seller shall pay all wages due Seller’s employees as of the Closing Date. At Except as provided below in this Section 8.4, Seller shall terminate the employment of all the Rehired Employees effective as of the Closing Date. Prior to the Closing, Seller and Buyer shall jointly prepare and approve a notice to be sent to the Rehired Employees as of the Closing Date, advising such Rehired Employees of the sale of the Business, their termination as Seller’s employees and Buyer’s offer of employment. Within 5 days following the Closing Date, if Buyer wishes to hire any employee of Seller who was not a Rehired Employee and such employee is still an employee of Seller at that time and not subject to any employment agreement which cannot be terminated without payment of any kind by Seller, Buyer shall assume so notify Seller’s obligations for payment , Seller shall terminate the employment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyersuch employee, and Buyer shall receive a credit against the Purchase Price for offer employment to such amountsemployee. Buyer will hire the Rehired Employees on mutually agreeable terms and conditions as between Buyer and such employees and Seller shall be responsible not have any obligation or responsibilities in connection therewith. Buyer may hire the Rehired Employees as employees or independent consultants of Buyer. By agreeing hereunder to satisfy initially employ or engage such amounts employees or consultants, Buyer does not agree to the former any specific term of employment or engagement, and all Rehired Employees employed as employees of Buyer will be employed as “at-will” employees. Buyer reserves the right to terminate such employees and consultants with or without cause after employing or engaging them. The seniority of any Rehired Employee employed by Buyer will include such employee’s term of service with Seller, and the Rehired Employees employed by Buyer will receive full health care benefits, consistent with the health care benefits currently offered by Seller, beginning immediately upon their employment with Buyer unless otherwise provided by the relevant benefit plan. Seller has no obligation to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at continue to employ after the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but any person who is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by BuyerRehired Employee.

Employee Matters. Although Buyer currently intends to, and knows of no reason that it would not, for the indefinite future, continue the employment of essentially all employees on the payroll of EES and hire and continue the employment of essentially all employees on the payroll of EWD (isuch EWD and EES employees hired by Buyer hereinafter referred to as "Transferred Employees"), Buyer reserves the right at any time to terminate any Transferred Employee and not to hire any EWD employee. Effective as of the Closing, Buyer shall adopt (or cause to be adopted), for Transferred Employees, employee welfare benefit plans (as such term is defined in ERISA Section 3(3)) substantially similar to the Plans under which such employees were covered immediately prior to the Closing, and Seller shall, for as long as Buyer shall terminate or take all appropriate action so request (up to 90 days or, if reasonably requested by Buyer, 120 days) and so long as Buyer shall not make substantive changes in connection such plans, provide administrative services for such plans after the Closing substantially similar to the administrative services Seller provided with pension, profit sharing and health and respect to Seller's employee welfare benefit plans, if anyin which case Buyer shall bear the full cost of such administrative services, as agreed upon by Buyer and Seller. Seller shall use reasonable efforts to assist Buyer in establishing such replacement welfare plans and assigning Seller's rights under service contracts and insurance policies related to such welfare plans. Notwithstanding the foregoing, Buyer shall have the right to determine, in its sole discretion, the compensation and benefits policies applicable to the Transferred Employees after Closing; provided, however, that are applicable to Seller and/or Seller’s employees under any welfare, pension or profit sharing plans adopted by Buyer, (“Plans”), i) service with the Companies and their affiliates prior to the Closing shall be counted for purposes of determining any period of eligibility to participate or at Closingto vest in benefits, so including vacation rights, (ii) any amounts previously expended by Transferred Employees for purposes of satisfying deductibles under any medical or dental plans of Seller for the applicable current plan year shall be credited for purposes of satisfying any deductibles under Buyer's plans, and (iii) no preexisting condition limitations (that would not have been applicable under Seller's health benefit plans) shall be imposed on Transferred Employees upon admittance into any health benefits plan maintained by Buyer. Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will Buyer's employee welfare benefit plans shall be liable for any liability medical or dental benefit in respect of a claim incurred prior to Closing (but not any other employee benefit in respect of a claim incurred prior to Closing) with respect to any of the Transferred Employees, but only to the extent incurred but not reported and reported but not paid claims are properly accrued on the Closing Balance Sheet. Neither Seller nor any plan sponsored by or contributed to by Seller shall provide, nor shall Seller nor any Seller plan be liable for, any welfare benefit in respect of a claim incurred after the Closing. For purposes of the preceding sentence, a medical or dental claim shall be deemed to be incurred when the medical or dental care is provided. Buyer shall not be required to assume the sponsorship of, or any obligation under with respect to, any Plan despite Seller’s contractual liability for employee pension benefit plan (as such liability term is defined in section 3(2)) of ERISA sponsored by or obligation hereunder, and contributed to by Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in EES. In addition to any other remedies availableproviding group health plan coverage for Transferred Employees, such amounts Buyer shall provide continuation health coverage to those former employees of the Companies identified on Schedule 8.14, which Schedule may be set off from time updated on or prior to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B Date, for the period required under section 4980B(f)(2)(B) of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s use reasonable efforts to assist Buyer in the recruitment of those employees identified by Buyer to operate the business of the Companies following the Closing. All persons (i) actively employed by Seller in respect of EWD or by EES immediately prior to the Closing Date, (ii) who will no longer be employed by Seller or an ERISA Affiliate of Seller as of the Closing Date, and (iii) who are not otherwise vested in their benefit under any Pension Plan as of the Closing, shall become so vested effective as of the Closing. At the Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, disclose to Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered any "employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long loss," as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything term is defined in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Worker Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any incurred by EWD or EES during the period beginning on the date of Seller’s individual employees a right of employment by Buyerthis Agreement and ending on the Closing Date.

Employee Matters. (i) Seller Sellers have terminated the employment of all Employees of the Business located at the Plants and the Depots, other than any such Employees necessary for purposes of providing the cleaning and other Plant closing activities at such Plants provided for in Section 8.13. Sellers shall terminate the employment of such other Employees of the Business prior to the Closing. Sellers will retain and be solely responsible for all Liabilities that relate to any Employee’s employment with any Seller Entity and, if applicable, their termination of employment from any Seller Entity, including all such Liability arising under the WARN Act, any CBAs, the Employee Benefit Plans or take all appropriate action the Multiemployer Plans or otherwise and including any such Liabilities to Employees arising from the effect of, or in any way related to, the sale of the Purchased Assets on Employees. Without limiting the generality of the foregoing, Purchaser will have no Liability whatsoever under the WARN Act based on actions taken at or before the Closing, any CBA, the Employee Benefit Plans or the Multiemployer Plans (including for unpaid contributions or withdrawal Liability in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”any of the forgoing whether such Liability arises before or after the Closing), prior to nor will Purchaser become a participating employer in, or at Closingmake contributions to, so that Buyer any such Employee Benefit Plans or the Multiemployer Plans. Purchaser will have no responsibility obligation to employ or liability to consider employing any Employee on or obligation of any nature under Plans to any person, firm or corporation whatsoeverafter the Closing. If any applicable law provides that Buyer is or Employees are hired by Purchaser, Purchaser will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for obligated to provide any such amounts that are disputed particular level of compensation or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard benefits to such employees’ benefits from their prior employer, so long Employees except as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by BuyerPurchaser may otherwise agree.

Employee Matters. (i) It is Buyer’s present intention, subject to business needs and Buyer’s standard pre-employment screening, to offer employment to substantially all of the employees of Sellers; provided, however, nothing contained in this Agreement shall confer upon any employee of any Seller any right to employment with Buyer. For purposes of clarification and not limitation, Buyer shall terminate or take all appropriate action in connection not assume any Liability of any Seller with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior respect to or at in favor of any employee of any Seller, including with respect to any benefit or compensation to employees as a result of the Closing; provided, so that however, employees of Sellers who are hired by Buyer will have no service with Sellers credited for purposes of eligibility and vesting in Buyer’s vacation/paid time policy and employees of Sellers who are hired by Buyer who have sixty (60) days or more of service with Sellers will be entitled to participate in Buyer’s health insurance plan effective as of the first day of employment. Effective as of the Closing, each Seller will terminate all employees of the Business, other than those employees set forth on Schedule 5.03. All employer responsibilities arising related to such release pursuant to Legal Requirements shall be the responsibility or liability or obligation of Sellers, and Sellers agree to lawfully discharge all such responsibilities. Sellers covenant to hold Buyer harmless from and against all Liabilities of any nature under Plans sort arising from or relating to any person, firm Claims by or corporation whatsoever. If on behalf of present or former employees of any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition respect to any other remedies availableand all matters arising or incurred relating to the release of employees contemplated hereby and in respect to severance, termination or accrued vacation pay and similar obligations relating to the termination of such amounts may be set off from employees’ employment with such Seller. At such time Sellers are no longer responsible, pursuant to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employersthe applicable Legal Requirements, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations Liabilities for or arising from any “COBRA” COBRA health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-601 through 608 of ERISA) attributable as ERISA to employees, former employees and any other COBRA qualified beneficiaries of any Seller, including those who incur a COBRA qualifying event in connection with the Closing Date Transaction, Buyer will assume and discharge such Liabilities to “covered employees” or “qualified beneficiaries” entitled the extent required under applicable Legal Requirements. Prior to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Sellers shall provide Buyer shall assume Sellerwith a list of all M&A qualified beneficiaries and each beneficiary’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyerlast known address.

Employee Matters. (a) Prior to the Closing, the Purchaser may offer to employ each current Seller Employee that Purchaser selects in its sole discretion to become an employee of Purchaser commencing as of the Closing. Offers of employment to Seller Employees who are not subject to, or otherwise covered by, a Labor Agreement, shall be on an “at-will” basis; provided, that, any such “at-will” employment offers will (i) be contingent on the Closing occurring; (ii) be subject to and in compliance with the Purchaser’s standard human resources, ethics and compliance policies and procedures; (iii) supersede any prior employment agreements and (iv) be contingent on each Seller shall terminate or take all appropriate action Employee (A) completing, in connection with pensiona manner reasonably satisfactory to the Purchaser, profit sharing an employment application (including work status verification), (B) passing a standard background check of the Purchaser, and health (C) signing such covenants and welfare benefit plansother contractual provisions as the Purchaser may in its discretion require in the ordinary course of its business; provided, if anyfurther, that are applicable nothing in this Section 5.9(a) requires the Purchaser to employ any Seller and/or Seller’s employees (Employee for any period of time after the Closing. For purposes of this Agreement, each Seller Employee who receives such an offer of employment shall be referred to as an “PlansOfferee”), . Each Offeree who accepts such offer prior to the Closing shall be referred to herein as a “Transferred Employee”. The Sellers hereby agree to waive any condition or at Closing, so restriction that Buyer will they may have no responsibility or liability or obligation the contractual right to impose on the hiring and employment by Purchaser of any nature under Plans to any personSeller Employee, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable effective as of the Closing Date (other than any such covenants not to “covered employees” disclose confidential information of any Seller to any Person other than Purchaser or “qualified beneficiaries” entitled any Affiliate thereof). Following the date of this Agreement, the Sellers shall allow the Purchaser reasonable access upon reasonable advance notice to “continuation coverage” (meet with and interview Seller Employees, whom Purchaser has identified as those terms are defined in Section 4980B potential Offerees, during normal business hours; provided, however, that such access shall not unduly interfere with the conduct of the Code) regardless of when services were rendered Auction or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as the maintenance or Stabilization of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against Purchased Assets or the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts Project prior to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by BuyerClosing.

Employee Matters. (ia) Seller At Closing, BKP may, but shall terminate not be obligated to, assume and adopt the Collective Bargaining Agreements. BKP may, but shall not be obligated to, offer employment to all of the employees of Contributor or take its Affiliate at the Property covered by the Collective Bargaining Agreements and previously identified by Contributor to BKP (the “Specified Employees”). BKP shall, no less than twenty (20) days before the Closing, notify Contributor in writing as to (a) whether it will assume the Collective Bargaining Agreements and offer employment to all appropriate action of the Specified Employees, or (b) not assume the Collective Bargaining Agreements and/or offer employment to all of the Specified Employees. In the event BKP has not notified Contributor in connection writing of its intent to assume the Collective Bargaining Agreements and offer employment to all of the Specified Employees, Contributor shall, no less than fifteen (15) days before the Closing, provide to BKP a full and accurate list of the Specified Employees at the Property as of that date with pensionname, profit sharing address, date of hire and health employment classification. Contributor shall also (x) post at the Property, and welfare benefit plans(y) provide (or have its Affiliate and/or contractor provide) a copy to any union representing the building service employees at the Property, if anya notice as required by the Displaced Building Service Workers Act, that are applicable to Seller Section 22-505 of the Administrative Code of the City of New York, with the aforementioned list of Specified Employees. BKP shall be solely responsible for providing any notice required under the federal Worker Adjustment and Retraining Xxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq., and/or Seller’s employees New York State WARN Act (collectively, “PlansWARN”), prior with regard to or the termination of any employees at the Property upon Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any personand shall indemnify, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer Contributor and its Affiliates harmless for such disputed amounts. Seller shall terminate from any claim or liability (including costs and reasonable attorney’s fees incurred) that WARN notice was not properly given by Contributor or its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing Affiliates prior to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by BuyerClosing.

Employee Matters. (ia) Seller Buyer shall, or Buyer shall terminate or take all appropriate action in connection with pensioncause one of its Affiliates to, profit sharing and health and welfare benefit plans, if any, that are applicable extend offers of employment to Seller and/or Seller’s employees set forth on Schedule 7.2(a) (the “PlansTarget Employees”) (and such offers to Target Employees, the “Transfer Offers”), prior subject to or at Closingsuch reasonable conditions of employment as Buyer may impose, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any personthat, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunderif accepted, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of shall become effective on the Closing Date or, if a Target Employee is on disability, family leave, sick leave or other approved leave of absence (other than vacation leave) on the Closing Date, on such Target Employee’s ability to “covered employees” or “qualified beneficiaries” entitled return to “continuation coverage” active service (as those terms are defined in Section 4980B such effective date of the CodeTransfer Offer for each Target Employee referred to hereinafter as the “Employment Commencement Date”). At least two (2) regardless of when services were rendered or expenses incurred. By Business Days prior to the Closing, Seller shall pay provide Buyer with a list of all wages due Seller’s employees Target Employees on disability, family leave, sick leave or other approved leave of absence (other than vacation leave) as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay Seller and other similar compensation accrued to those employees the officers of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible use commercially reasonable efforts to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing encourage Target Employees to accept the offered Transfer Offers. The Transfer Offers shall set forth the proposed terms of employment for the Target Employees, including salary, incentive compensation opportunities and benefits, with base salary no less than what is paid to such Target Employee by Seller as of the date hereof. Employment pursuant to a Transfer Offer shall be contingent, among other requirements stated in the Transfer Offer, upon such Target Employee remaining continuously employed by Seller until the end of the day prior to the Closing. Target Employees who commence employment with Buyer, and Buyer will give due regard or an Affiliate of Buyer pursuant to such employees’ benefits from their prior employer, so long a Transfer Offer shall be referred to herein as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything “Transferred Employees.” Nothing in this Section 7.2 or elsewhere in this Agreement shall be construed to the contrarycreate a right in any Target Employee, Buyer shall hire on an at-will basis enough or in any other employee of Seller’s employees (each selected , to employment with Buyer or any Affiliate of Buyer. All compensation, including base salary or wages, commissions, bonuses and benefits payable by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions to or on behalf of the Workers Adjustment Transferred Employees which is required to be paid on or before such Transferred Employee’s Employment Commencement Date, shall be vested and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicablepaid or otherwise discharged in full by Seller on or prior to such Transferred Employee’s Employment Commencement Date. The foregoing does not grant to any Each Transferred Employee shall cease all active participation in and accrual of Sellerbenefits under the Employee Plans as of the day immediately preceding such Transferred Employee’s individual employees a right of employment by BuyerEmployment Commencement Date.

Employee Matters. (i) Seller shall terminate or take all appropriate action Except as described in connection with pensionSchedule 6.5, profit sharing and health and welfare benefit plansthe Buyer agrees to employ, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of commencing on the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” and for a period of at least two (as 2) months after the Closing Date, those terms are defined in Section 4980B Employees of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees Company who are Employees in good standing as of the Closing Date, unless good cause exists for termination. At ClosingSuch employment shall be at least at the same salaries or hourly rates as was paid by the Company on the date immediately preceding the Closing Date, and while such employment shall be on an "at will" basis, each such Employee will be evaluated by the Buyer by standards no different than those applied by the Buyer to its other employees performing similar job functions. The Buyer agrees, to the fullest extent permitted by applicable law, that (i) all Employees of the Company and the Subsidiaries shall assume Seller’s obligations for payment be entitled to participate in the employee benefit plans, including group health, life and disability plans, presently maintained by the Buyer (true and correct copies of unused vacationwhich have been furnished by the Buyer to the Company) pursuant to the terms of those plans, paid time off, holiday pay, sick pay and other similar compensation accrued (ii) the Buyer will not amend such employee benefit plans or permit any such plans to those be amended in any way materially detrimental to the employees of Seller which are retained the Company and the Subsidiaries during the two month period following the Closing Date, except for general and uniform changes applying to all employees covered by such plans and (iii) with respect to any "employee welfare benefit plan" (as defined in Section 3(1) of ERISA) maintained or sponsored by Buyer, and Buyer shall receive a credit against the Purchase Price any waiting period for such amounts. Buyer shall eligibility will be responsible to satisfy such amounts to the former employees of Seller prorated for each Employee, to the extent of such Employee was covered under a similar plan maintained or sponsored by the credit received providedSeller or any Subsidiary, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees as applicable, on the Closing Date. Provided Without limiting the Closing takes placeforegoing, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer such Employees will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough receive credit for years of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance service with the provisions of Company and the Workers Adjustment Subsidiaries in determining vacation and Retraining Notification Actsick days including credit for any accrued and unused sick and vacation time under the Company's or any Subsidiary's sick and vacation policy, 29 U.S.C. §2101-2109, if as applicable. The foregoing does Buyer shall comply with the WARN Act to the extent applicable and be solely responsible for furnishing the required notice of any "plant closing" or "mass layoff" which may occur after Closing, and the Buyer shall indemnify and hold the Company harmless for any inadequacy of such notice and for any liabilities under or relating to the WARN Act for such period. In the event of the termination by the Buyer of any such Employees during the first twelve (12) months following Closing, the Buyer hereby agrees to indemnify and hold the Company harmless from and against any claims arising from such terminations, unless such claims are based upon commitments, representations made or other actions taken by the Company to the terminated Employee prior to Closing and not grant disclosed by the Company to any of Seller’s individual employees the Buyer (but for this purpose, the Company's severance policy heretofore provided to the Buyer shall not be deemed to be a right of employment commitment, representation or other action taken by Buyerthe Company).

Employee Matters. (ia) Effective as of the Closing Date, the Transferred Entities or the Purchaser shall, or the Purchaser shall cause its affiliates to, employ or continue the employment of, each Business Employee listed in Section 3.14(a)(i) of the Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Letter who is actively employed by Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable affiliates as of the Closing Date to (each, an “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Active Employee”). Section 4980B 3.14(a)(i) of the CodeSeller Letter contains a list of all Active Employees as of the date hereof, which list shall be updated by the Seller no later than three (3) regardless business days prior to the Closing to reflect employee terminations and other changes of when services were rendered employment status (e.g., return from authorized absences) through three (3) business days prior to the Closing; provided, however, that no new employee may be added to such list following the date hereof. For purposes of this Agreement, any Business Employee who is not actively at work on the Closing Date due to an approved leave of absence (including due to short term or expenses incurredlong term disability leave, vacation, holiday, sick leave, workers compensation, maternity or paternity leave, military leave, jury duty or bereavement leave, but not including due to lay off, unauthorized leave of absence or other leave for bad behavior) in compliance with the applicable policies of the Seller and its affiliates, shall be considered an Active Employee. By ClosingBusiness Employees of the Transferred Entities on the Closing Date and Business Employees who become employees of the Purchaser or one of its affiliates, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible referred to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amountsas “Transferred Employees”. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding Notwithstanding anything in this Agreement to the contrary, Buyer shall hire from and after the Closing those employees set forth on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretionSection 5.06(a)(i) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification ActSeller Letter, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to although no longer employees of the Seller or any of Seller’s individual employees a right of employment its affiliates, shall continue to receive long-term disability benefits pursuant to an employee benefit plan sponsored by Buyerthe Seller to the extent so provided under such plan.

Employee Matters. (ia) Seller Parent shall, and shall terminate cause the Selling Subsidiaries to, request each Manager to contine to employ, and not to give any termination notices under the WARN Act to, any Employees or take Governmental Authorities. Buyers shall (or shall cause each Manager to) employ a sufficient number of Employees on sufficient terms and conditions to avoid applicability of the WARN Act to the transactions contemplated by this Agreement, and if any notice obligations under the WARN Act arise after the Closing, shall require each Manager to comply with all appropriate action applicable Employment Laws and Obligations, including, if applicable, any obligations to provide any notice required by the WARN Act. Each Buyer shall indemnify, defend and hold harmless the Parent Indemnified Parties from and against any Losses that may be incurred by, or asserted against, any such Parent Indemnified Party arising out of or relating to any Buyer’s failure to comply with the WARN Act in connection with pensionthe transactions contemplated by this Agreement, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller except to the extent such Losses arise prior to Closing (other than as a result of any Buyer’s failure to employ a sufficient number of Employees on sufficient terms and conditions to avoid applicability of the credit received providedWARN Act to the transactions contemplated by this Agreement). Parent shall indemnify, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold harmless the Buyer harmless for Indemnified Parties from and against any Losses that may be incurred by, or asserted against, any such disputed amounts. Seller shall terminate its employees Buyer Indemnified Party arising out of or relating to Parent’s, the Selling Subisidaries’ and the Managers’ failure to comply with the WARN Act in connection with the transactions contemplated by this Agreement, except to the extent such Losses first arise after Closing or otherwise related to any Buyer’s failure to employ a sufficient number of Employees on sufficient terms and conditions to avoid applicability of the Closing Date. Provided WARN Act to the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in transactions contemplated by this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected as required by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyerthis Section 6.8(a).

Employee Matters. (i) Seller As of the Closing Date, Sellers shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s of the employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunderthe Hospital, and Seller fail Buyer, subject to pay or perform such liability or obligation within five (5) days after Buyer’s written demandstandard hiring practices and policies, then shall offer employment to all active employees in addition to any other remedies availablegood standing, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable commencing as of the Closing Date in positions and at compensation levels consistent with those being provided by Sellers immediately prior to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At ClosingNothing herein shall be deemed (i) to affect or limit in any way normal management prerogatives of Buyer with respect to employees, (ii) to create or grant to any such employees third party beneficiary rights or claims of any kind or nature, (iii) to be construed as an amendment, waiver or creation of any Benefit Plan, Buyer benefit Plans or other employee benefit plan, (iv) limit in any way the right of the Hospital, Sellers, CHC, Buyer, or their respective Affiliates to amend or terminate any Benefit Plan or Buyer benefit plan at any time, or (v) create any right to employment, continued employment, or any term or condition of employment with the Hospital, Sellers, CHC, Buyer, or their respective Affiliates. In respect of the employees employed by Buyer, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued provide such employees with employee benefits consistent in the aggregate with the benefits generally offered to those employees of Seller which are retained by BuyerBuyer and its Affiliates and, and to the extent Sellers have qualified retirement programs for such employees, Buyer shall receive a recognize the years of service of such employees and shall provide credit against under such plans for purposes of determining eligibility and vesting (but not benefit accrual); provided, however, that no such credit need be given in respect of any new plan commenced or participated in by Buyer in which no prior service credit is given or recognized to or for other plan beneficiaries. In extending such benefits, Buyer shall use commercially reasonable efforts, subject to the Purchase Price for consent of the applicable insurer, to waive pre-existing conditions limitations in Buyer’s welfare benefit plans which might otherwise apply to such amountsemployees except to the extent employees have not satisfied such limitations under the current welfare benefit plans of Sellers. Buyer shall be responsible give credit to satisfy such amounts to the former all hired employees of Seller for their actual accumulated and unused vacation and holiday pay to the extent of included in the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by BuyerNet Working Capital.

Employee Matters. (ia) Seller shall terminate Buyer intends to offer, or take cause an Affiliate to offer, employment to substantially all appropriate action Business Employees who are identified on Schedule 2.19(f)(i) as full-time Business Employees and may offer employment to such Business Employees who are identified as less than full-time as it may choose, based on the recommendation of the key management of the Partnership Entities, in connection either case, on terms and conditions for each Business Employee as are substantially comparable, in the aggregate, to industry standards for similarly situated employees located in the same geographic region, as determined in good faith by Buyer, such employment to commence as contemplated in accordance with pensionthe Transition Services Agreement. In addition, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees within fifteen (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (515) days after Buyer’s written demandthe execution of this Agreement, then in addition representatives of Buyer and the Selling Parties shall meet to identify employees of the Selling Parties or any of their Affiliates who are not Business Employees and to whom Buyer and the Selling Parties agree that Buyer may make offers of employment (collectively, the "ADDITIONAL EMPLOYEES"). The Selling Parties agree that if any of the Additional Employees are covered by employee benefit plans or programs of Parent or any of its Affiliates other than Seller Plans, the Selling Parties shall provide Buyer with copies of such plans or programs as promptly as practicable after such Additional Employees are identified. Any such offers of employment made by the Buyer to an Additional Employee shall be on at least the same basis as the offers Buyer makes to Business Employees. Promptly following such agreement regarding the Additional Employees, the Selling Parties shall prepare and submit to Buyer a list of the Additional Employees. Buyer or one or more of its Affiliates shall use commercially reasonable efforts to notify Selling Parties of the names of those Business Employees and Additional Employees that accept such employment offers from Buyer or any other remedies available, such amounts may be set off from time Affiliate of Buyer prior to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” and in no event more than fifteen (as those terms are defined in Section 4980B of the Code15) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of days after the Closing Date. At Closing, The Selling Parties and their Affiliates shall not discourage any Business Employee or Additional Employee to whom an offer of employment is made by Buyer shall assume Seller’s obligations for payment or an Affiliate of unused vacation, paid time off, holiday pay, sick pay Buyer from accepting such offer. Business Employees and other similar compensation accrued to those Additional Employees who accept employment from Buyer and become employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or an Affiliate thereof in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance accordance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant Transition Services Agreement are referred to any of Seller’s individual employees a right of employment by Buyerherein as "TRANSFERRED EMPLOYEES."

Employee Matters. (ia) Seller shall terminate On or take all appropriate action in connection before the Closing Date, Buyer will give offers of employment to each employee identified on Schedule 6.08(a) (other than those employees who are not actively employed due to short-term disability, workers compensation leave or approved leave of absence, exclusive of long-term disability (collectively, the “LOA Employees”) and Non-Offer Employees. During the period commencing on the Closing Date and ending on the date which is twelve (12) months after the Closing Date (or such shorter period as the applicable Transferred Employee remains continuously employed with pension, profit sharing the Buyer and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”its Affiliates from the Closing Date), prior Buyer shall provide each Transferred Employee with a level of base salary, except as set forth on Schedule 6.08(a), or hourly wage at least equal to or at Closingthat in effect as of October 27, so that 2017 as previously disclosed to Buyer. Buyer will have no responsibility or liability or obligation shall provide other employee benefits to the Transferred Employees on terms and conditions comparable to those provided to similarly situated employees of any nature under Plans Buyer. All offers of employment made by Buyer pursuant to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or this Section 6.08(a) will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for conditioned in all respects on the occurrence of the Closing. Buyer shall notify the Seller in writing the names of the employees identified on Schedule 6.08(a) who have accepted offers of employment with Buyer. Each such liability or obligation hereunder, and Seller fail Person who becomes employed by Buyer pursuant to pay or perform such liability or obligation within five (5this Section 6.08(a) days after Buyer’s written demand, then in addition is referred to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller herein as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plansTransferred Employee.” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to Employment with Buyer shall be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable effective as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” Effective Time for all Transferred Employees (except as those terms are defined in Section 4980B of described below). Notwithstanding the Code) regardless of when services were rendered or expenses incurred. By Closingforegoing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for required to make an offer of employment to an employee whom Buyer is prohibited from hiring by applicable Law or who otherwise fails any such amounts applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If Buyer determines that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes placean employee is a Non-Offer Employee, Buyer may, but is will promptly notify the Seller that such Non-Offer Employee will not obligated to, employ Seller’s employees who are willing to accept the be offered employment with Buyer. During the 180‑calendar day period following the Closing Date, or such longer period as might be required by Law for such LOA Employee’s return to work, Seller shall promptly inform Buyer of each LOA Employee’s return to work and Buyer shall offer employment to each LOA Employee upon his return from short-term disability or approved leave of absence within twenty (20) Business Days after the return date of each LOA Employee from short-term disability or an approved leave of absence, but effective as of, and conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer will give due regard pursuant to this Section 6.08(a) shall become a Transferred Employee effective upon the commencement of such employees’ benefits from their LOA Employee’s active employment with Buyer and shall be treated as an employee of the Seller prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough commencement of Seller’s employees active employment for all purposes (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions including for purposes of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyerthis Section 6.08).

Employee Matters. (ia) Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or SellerAt Buyer’s employees (“Plans”)election, prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Sellerfollowing a Pharmacy’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment may make an offer of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued employment to those employees any employee of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price employed in such Pharmacy for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected a manner determined by Buyer in its sole discretion and absolute discretionsubject to Buyer’s standard onboarding procedures, and Seller shall use commercially reasonable efforts to (i) so provide Buyer with written documentation and information regarding the Pharmacy’s employees as reasonably requested by Buyer, to the extent permitted under applicable Law, including any validated service crediting information and any agreements between Seller or any of its Affiliates and any Employee that contain confidentiality, nondisclosure, noncompetition, nonsolicitation, non-disparagement or other similar agreements, and (ii) assist Buyer in delivering any applicable offer to such Offered Employees, as reasonably requested by Buyer; provided, all interviews and other employee screening activities shall be conducted outside of the employees’ applicable working hours. For a period of one year following an acceptance of an offer of employment, Buyer shall provide each Offered Employee, or shall cause to be provided, compensation and employee benefits which are no less favorable, in the aggregate, than the compensation and benefits provided by Buyer to similarly situated employees of Buyer and its Affiliates. Buyer shall be solely responsible for any obligations or liability arising out of or related to Buyers’ interview or evaluation of any Seller will employee (including the decision to offer employment to such employees), any offer of employment to any Seller employee (any such employee, an “Offered Employee”), and the employment of Offered Employees by Buyer or its Affiliates (“Buyer Employee Liabilities”). Seller shall be solely responsible for, and shall indemnify Buyer from, all obligations and Liabilities arising out of, accruing, relating to, or in compliance connection with the provisions employment by Seller or Seller’s Affiliates of any employee of Seller or Seller’s Affiliates or services of any employee of, or service provider to, Seller or Seller’s Affiliates, or the termination of such employment or services, including any compensation, bonuses, incentives, benefits, vacation or severance payable with respect to such employment or services, including any obligations or Liabilities arising under WARN, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or any plan, policy or agreement maintained by Seller or its Affiliates or to which Seller or its Affiliates is a party. Promptly following the date hereof, Seller shall implement a retention program more fully described on Schedule 5.4(i) and subject to the length of service and performance requirements and other terms and conditions set forth in the applicable retention agreements. Without limiting the obligations of each party under Section 5.6, Seller shall be entitled to communicate the terms of such retention program orally and in writing to applicable employees at the Pharmacies so long as such communications have been previously approved by Buyer in its reasonable discretion. Seller shall bear the cost of all severance or other obligations relating to any Employee’s employment or termination of employment with Seller or any of its Seller’s Affiliates and the costs of the Workers Adjustment and Retraining Notification Actforegoing retention program; provided, 29 U.S.C. §2101-2109that, if applicable. The foregoing does not grant Buyer shall bear the cost of the retention bonuses paid to any of Seller’s individual employees a right of employment by BuyerEmployees at Pharmacies set forth on Schedule 5.4(ii).

Employee Matters. (i) Buyer may, at its sole discretion, extend offers of employment to any employees of Sellers, and each Seller shall terminate not take any action to discourage any employees of Sellers from entering into employment arrangements with Buyer or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plansto retain any employees which Buyer desires to hire. The extension of offers of employment by Buyer, if any, that are applicable shall be in Buyer's sole discretion. Each Seller shall, at Buyer's request, release any employees hired by Buyer from any non-compete or confidentiality agreements or commitments in favor of such Seller. Until and including the Closing Date, each Seller shall retain, and shall pay and discharge, all obligations to Seller and/or Seller’s its current employees, former employees and participants (“Plans”whether hired or not hired by Buyer), prior including without limitation any severance payment responsibilities to or at Closingsuch current employees, so COBRA responsibilities, any obligations for vacation pay and any obligations under any Employee Benefit Plans except that Buyer will have no responsibility or liability or obligation shall pursuant to the Assumption Agreement assume any payroll obligations of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning Restaurant-level employees of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable Sellers which exist as of the Closing Date and shall assume certain identified payroll obligations to “covered employees” corporate-level employees of Sellers. Buyer shall have no liability of any nature or “qualified beneficiaries” entitled description (whether or not incurred, contingent or otherwise) in connection with or in any manner related to “continuation coverage” any current or prior Employee Benefit Plan of Sellers or any of its ERISA Affiliates including without limitation (as those terms are defined a) any obligation to provide benefits or further funding thereunder, or (b) the payment of any amounts in Section 4980B of connection therewith, including without limitation any tax, penalty, interest or additions to tax arising under ERISA, the Code) regardless of when services were rendered Code or expenses incurredany other applicable law. By Closing, Seller Buyer shall pay all wages due Seller’s employees as of the Closing Date. At ClosingDecember, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued 1997 premium under Sellers' health insurance policy with respect to those employees of Seller Sellers which are retained by Buyer, Buyer hires and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirementsshall remain covered by such policy through December 31, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyer1997.

Employee Matters. (ia) As of the Effective Time, Seller shall cause the Seller Entities to terminate all of the employees at the Facilities, and Buyer shall cause the Buyer Entities to offer or take cause to be offered employment (subject to standard drug and related employment screening and background checks) to all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s active employees (including any employees who are on statutory family or medical leave, military leave, short-term disability, or other short-term leave of up to 90 days) who are in good standing in positions and at salary or base wage levels generally consistent with those provided by the Seller Entities. Nothing herein shall be deemed to affect or limit in any way normal management prerogatives of the Buyer Entities with respect to employees or to create or grant to any such employees third-party beneficiary rights or claims of any nature. All such employees who accept such offers and commence employment with a Buyer Entity (together, the “Buyer Employees”) shall be credited with employment service with the Seller Entities for purposes of eligibility and vesting purposes (but not for purposes of benefit accrual) under Buyer’s or the Buyer Entities’ employee benefit plans or programs (the “Buyer Plans”), prior unless such service credit is not allowed pursuant to or at Closing, so that Buyer will have no responsibility or liability or obligation the express terms of any nature insurance policy (or policies) used to fund the benefits provided under Plans to any personsuch Buyer Plans, firm or corporation whatsoever. If any applicable law provides that Buyer is or in which case such service credit will not be liable for any liability or obligation under any Plan despite Seller’s contractual liability allowed just for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliateinsured plan(s). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding Notwithstanding anything in this Agreement contained herein to the contrary, Buyer this Section 10.10(a) shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant apply to any physician employee of Seller’s individual employees a right of any Seller Entity who has entered into an employment by Buyeragreement with any Seller Entity, and such persons shall not be deemed to be Buyer Employees.

Employee Matters. The parties acknowledge and agree that this Section 10.7 shall be subject to the rights and obligations of the parties set forth in, and any prior actions taken by the parties pursuant to, the Time Brokerage Agreement. On the earlier to occur of the Effective Date and the Closing Date, other than employees listed on Schedule 10.7, Buyer shall offer employment to all of the Station's employees listed on Schedule 7.14, for job responsibilities and compensation generally comparable to the employees' current positions as set forth on Schedule 7.14 (i) the "Hired Employees"). In the event the Effective Date occurs prior to the Closing Date, Seller shall continue to employ those persons necessary for Seller to comply with the terms of the Time Brokerage Agreement ("Licensee Employees"), and Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable Hired Employees as of the Closing Effective Date. Seller shall provide Buyer access to its personnel records and personnel files, and shall provide such other information regarding Seller's employees as Buyer may reasonably request prior to the Effective Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered Time Brokerage Agreement or expenses incurredthe Closing Date, as applicable. By Closing, Seller shall pay be responsible for the payment of all wages due Seller’s employees compensation and accrued employee benefits (except that the liability with respect to vacation days accrued in calendar year 1997 only which remain unused as of the Closing Date. At Closinglast day of employment with Seller ("Accrued 1997 Vacation"), shall be the responsibility of Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against to the Purchase Price for such amounts. Buyer shall be responsible Accrued 1997 Vacation when determining prorations pursuant to satisfy such amounts Section 3.3.1 hereof) payable to all Hired Employees through the former employees of Seller earlier to the extent occur of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing Effective Date and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided Seller also shall be responsible for providing any notice required by the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Worker Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109ss.2101 et seq., or any state statute requiring notice to any terminated or laid off employees, whether such notice is required to be given before or after the Closing Date. All Hired Employees shall be considered terminated employees of Seller and shall not be entitled to receive from Buyer credit for any accrued vacation days, sick days, personal days, paid time off or other such days; provided however, that (i) all Hired Employees shall receive prior years' service credit for purposes of entitlement to vacation, sick days and other similar days under Buyer's employee benefit plans, and (ii) all Hired Employees who have 1997 Accrued Vacation shall be entitled to receive, in Buyer's sole discretion in order to preserve the orderly operations of the Station following the Closing: (a) payment for all 1997 Accrued Vacation, (b) days off in calendar year 1997 for such 1997 Accrued Vacation, or (c) a combination of (a) and (b). With respect to group health coverage, any Hired Employee and his or her dependents who are presently participating in Seller's group health plan shall be entitled to immediately participate in Buyer's health plan as of the earlier of the Effective Date and the Closing Date without regard to preexisting conditions. However, Hired Employees who are not currently participating in Seller's health plan who wish to join Buyer's health plan, are subject to the terms and conditions under Buyer's plan with regard to participation, including limits, if applicableany, on coverage for preexisting conditions. The foregoing does Seller acknowledges and agrees that it, and not grant Buyer is, and after the earlier to occur of the Effective Date and the Closing Date shall remain, solely responsible for any and all wages, compensation, commission, bonuses, severance pay, insurance, supplemental pension, deferred compensation, retirement and any other benefits, premiums and claims (other than 1997 Accrued Vacation to the extent Buyer receives a credit to the Purchase Price for such accrued vacation), due, to become due, committed, accrued or otherwise promised to any person who, as of the Effective Date (or the Closing Date, as applicable), is a retiree, former employee or current employee of Seller’s individual , relating to the period up to and including the Effective Date (or the Closing Date, as applicable). Buyer, as purchaser of the Station Assets, shall assume no employee benefit plans, programs, policies, or practices, whether or not set forth in writing, maintained by Seller at any time. Seller shall be permitted to (i) enter into "stay bonus" arrangements and agreements with employees, provided that, Buyer assumes no liability for such arrangements, and (ii) grant any compensation increases to Station employees a right not exceeding 5% of each employee's current base compensation. Except as set forth on Schedule 10.7 and if the Effective Date occurs prior to the Closing Date, as of the Closing Buyer shall offer employment by Buyerto the Licensee Employees, and such Licensee Employees shall, as of and following the Closing, be treated in all respects as Hired Employees pursuant to this Section 10.7. If the Closing Date occurs prior to the Effective Date, all employees other than those set forth on Schedule 10.7 shall be treated as Hired Employees for purposes of this Section 10.7.

Employee Matters. (ia) Prior to the Closing Date, Buyer shall interview, screen and consider for employment all of the Employees, in accordance with Buyer's ordinary course interview and screening process as has been described to Seller. Prior to hiring any individual other than Employees for employment at the Branches, Buyer shall offer employment at the Branches to all Employees that meet Buyer's qualifications in the interview and screening process. On the Closing Date, Seller shall terminate or take transfer all appropriate action Employees who are not hired by Buyer. Buyer may, but shall not be obligated to, offer employment to any Employee. Seller has not made and shall not make at any time any representation or warranty or any other statement or communication regarding Buyer's right, ability, plan or intention to employ any Employee or the terms and conditions upon which any such Employee may be employed by Buyer. (b) Buyer shall not be responsible for any costs, obligations or liabilities that may result from the transfer or termination of employment by Seller of any Employee, and Seller shall be responsible for all such costs, obligations and liabilities, including, without limitation, liabilities under Seller's severance plans, if any. Buyer specifically disclaims any obligation to remunerate Employees who, following the Closing Date, may or may not be employed by Buyer, at levels equal to the aggregate remuneration provided to such Employees while employed by Seller. Seller shall indemnify and hold harmless Buyer and Buyer's directors, officers, subsidiaries, Affiliates, successors and assigns from and against all claims, losses, liabilities, costs and expenses (including legal fees and expenses), damages, expenditures, proceedings, judgments, awards, demands and obligations to third parties arising with respect to (i) the employment or termination of employment by Seller of any Employee employed by Seller prior to the Closing Date, (ii) the continued employment by Seller of any Employee not hired by Buyer and any subsequent termination by Seller, and (iii) the application of Seller's employee benefit plans or workers' compensation to any Employee. (c) Seller acknowledges that Employees who are terminated by Seller in connection with pensionthe transactions contemplated by this Agreement, profit sharing whether or not any such Employees might be employed by Buyer from and after the Closing Date, will have experienced a termination of employment and be entitled to health care continuation benefits from Seller to the extent and for the period required by Section 4980B of the IRC. (d) To the extent that Buyer offers employment to any Employee of the Bank, Buyer shall make available to the Employees substantially the same employee benefits on substantially the same terms and conditions as Buyer offers to its similarly situated employees. Years of service of each of the Employees with Seller, and any predecessors, prior to the Closing shall be credited for purposes of (i) eligibility under Buyer's employee welfare benefit plans, if any, that are applicable to and (ii) eligibility and vesting, but not for purposes of benefit accrual or contributions, under all other employee benefit plans, if any, of Buyer, including, without limitation, all pension, retirement, profit sharing, 401(k) and employee stock ownership plans. Seller and/or Seller’s employees shall be responsible for and pay all salary, compensation and employee benefits (“Plans”including, without limitation, vacation, sick, personal and other paid time off), and all payroll taxes in connection therewith, for the Employees accrued, owed or earned for all periods prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to for and pay all salary, compensation and employee benefits (including, without limitation, vacation, sick, personal and other paid time off), and all payroll taxes in connection therewith, for the former employees of Seller to the extent of the credit received providedEmployees accrued, however Buyer shall not be liable owed or earned for any such amounts that are disputed or in excess of the credit given at the Closing all periods on and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on after the Closing Date. Provided With respect to any Employee on short-term disability or temporary leave of absence, upon conclusion of his or her short-term disability or temporary leave of absence, subject to the Closing takes placeterms and conditions of the applicable plans and policies of Buyer and applicable law, Buyer may, but and to the extent that any such Employee is not obligated to, employ Seller’s employees who are willing to accept the offered employment with retained by Buyer, each Employee on such disability or leave shall receive the salary and Buyer will give due regard to such employees’ vacation benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire effect when he or she went on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicabledisability or leave. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyer.. ARTICLE 6

Employee Matters. (ia) Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees Effective as of the Closing Date. At Closing, Buyer may offer employment to the Staff Employees listed on Schedule 4.3. A Staff Employee of the Business to whom an offer of employment is made by Buyer and who accepts such offer shall assume Sellerbecome a staff employee of Buyer on the day such person reports, if at all, to work for Buyer (such a staff employee is hereinafter referred to as a “Transferred Staff Employee”). For twelve months following the Closing Date, each Transferred Staff Employee will be eligible to participate in Buyer’s employee benefit plans on the same or similar basis as Buyer’s other similarly situated staff employees; provided, however, that Buyer shall full discretion to establish the wages, hours and terms of employment for all Transferred Staff Employees. Without limiting the foregoing, during the Earn-Out Period Buyer shall consult with the Minority Shareholder (or other principal executive of the Business) prior to making any materially adverse change to the base salary and bonus opportunity of any Transferred Staff Employee as compared to the base salary and bonus opportunity of such Transferred Staff Employee immediately prior to the Closing (as described in Schedule 2.12(a)). Following the Closing Date, Buyer will provide Sellers and Majority Shareholder with reasonable access to the office manager of the Business, the office facilities of the Business, and copies of such Records of the Business, including, without limitation, Sellers’ QuickBooks files and computers, as necessary to allow Sellers to comply with its W-2 and Affordable Care Act reporting obligations for payment under applicable Law; provided, that Buyer shall have no Liability with respect thereto. (b) Seller will not maintain a group health plan following the consummation of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyerthe transactions contemplated hereby, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall will be responsible to satisfy such amounts to as a successor employer for providing continuation coverage as required by the Code or similar requirements of state 25 Law (“COBRA Continuation Coverage”) for all Transferred Staff Employees, Staff Employees, including Majority Shareholder, former employees of Seller Staff Employees and any current or former Temporary Personnel (to the extent applicable), and their dependents who are qualified beneficiaries on and after the Closing. Except as provided above in this Section 4.3, from and after the Closing Date, Buyer (or any legal successor) will have sole discretion over the promotion, retention or termination of the credit received provided, however Transferred Staff Employees. (c) Buyer shall not be liable obligated to recognize a Transferred Staff Employee’s service with Sellers for the purpose of accruing or vesting in any benefit under a Buyer retirement plan but shall recognize such amounts that are disputed or in excess service for the purpose of computing entitlement to vacations and sick pay, if any, under any Buyer employee benefit plan, to the credit given at extent permitted under applicable Law. Notwithstanding the Closing and Seller and LMP shall defend and hold foregoing, any severance and/or vacation benefits payable upon termination of employment will be based on the Transferred Staff Employee’s actual years of service with Buyer harmless for such disputed amounts. Seller shall terminate its employees beginning on the Closing Date. Provided Buyer and Sellers agree that any and all Liabilities with respect to accrued vacation benefits arising under applicable Law as a result of the Closing takes placetransactions contemplated hereby shall be retained by Sellers and shall be paid and discharged in full by Sellers when and if due (“Longevity Benefits”). To the extent Sellers are obligated to pay Longevity Benefits to Transferred Staff Employees, Buyer may, but and Sellers shall cooperate in good faith in the payment and discharge of such Longevity Benefits in full when and if due. If such payment is not obligated to, employ Sellermore conveniently processed through Buyer’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrarypayroll, Buyer shall hire on pay Longevity Benefits of Transferred Staff Employees and Sellers shall promptly reimburse Buyer for any payment of Longevity Benefits made by Buyer. (d) This Section 4.3 is an at-will basis enough of Seller’s employees (each selected by Buyer agreement solely between Sellers and Buyer. Nothing in its sole and absolute discretion) so that Section 4.3, whether express or implied, shall be considered to be a contract between Sellers or Buyer and Seller will any other Person, or shall confer upon any Staff Employee or Temporary Personnel of Sellers, any staff employee of Buyer, any Transferred Staff Employee or any other Person, any rights or remedies that such Person did not already have, including (i) any right to employment or recall, (ii) any right to continued employment of any specified Person, or (iii) any right to claim any particular compensation, benefit or aggregation of benefits of any kind or nature whatsoever (e) The Parties hereby acknowledge that for purposes of this Section 4.3 only, the term “Buyer” shall also be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant deemed to any of Seller’s individual employees a right of employment by Buyer.include B G Staff Services Inc. 4.4

Employee Matters. (ia) Prior to the date hereof and in consultation with Seller, Buyer or one of its Subsidiaries has entered a retention agreement with, and Buyer has or has caused one of its Subsidiaries to offer employment to the employees of Seller shall terminate or take all appropriate action its Subsidiaries set forth on Schedule 7.5(a)(i) (the “Key Offered Employees”) and such employees have accepted such retention agreements and offers, subject to the occurrence of the Closing. Prior to the Closing and consistent with Section 7.5(b), Buyer will, or will cause one of its Subsidiaries to, offer employment to the additional employees of Seller and its Subsidiaries who are listed on Schedule 7.5(a)(ii) whose employment with Buyer or one of its Subsidiaries will commence in connection accordance with pensionthe terms of the Transition Services Agreement (the “Additional Offered Employees”, profit sharing and health and welfare benefit planstogether with the Key Offered Employees, if any, that are applicable to Seller and/or Seller’s employees (the “PlansOffered Employees”), prior to . The employment of the Key Offered Employees with Buyer or its applicable Subsidiary shall commence at Closing, . In no event shall Buyer decline to make offers to a sufficient number of Offered Employees so that as to trigger the WARN Act or any equivalent state mini-WARN Law. Seller and Buyer will have no responsibility shall cooperate with each other to facilitate and comply with the provisions of this Section 7.5. Buyer or liability or obligation one of its Subsidiaries shall assume and honor the non-immigrant and immigrant visas and visa petitions of any nature under Plans Offered Employees who are subject to a visa, including any person, firm reporting requirements triggered by this Agreement. Nothing express or corporation whatsoeverimplied in this Agreement shall obligate Buyer to continue the employment of any Transferred Employee for any specific period of time. If any applicable law provides that Buyer is or and its Affiliates will be liable solely responsible for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within satisfying the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under complying with the requirements of Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to for any Transferred Employees who are “covered employees” or “M&A qualified beneficiaries” entitled to “continuation coverage” (as those terms are such term is defined in Treasury Regulation Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyer54.4980B-9.

Employee Matters. (i) Seller shall terminate or take shall, at its sole cost and expense, bear all appropriate action in connection with pension, profit sharing responsibility and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunderEmployees’ wages, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacationvacation pay, paid time off, holiday payexpense reimbursements, sick pay bonus and incentive payments, severance payments, pension, profit sharing or retirement benefits, unemployment insurance and all other similar compensation accrued employment-related liabilities related to those employees of Seller which are retained by Buyerany and all periods prior to the Closing Date, and Buyer shall receive a credit against the Purchase Price have no liability whatsoever for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees responsibilities and liabilities of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amountsSeller. Seller shall terminate its employees accept the resignation of all Seller Employees set forth on Section 5.5 of the Disclosure Schedule. On or prior to the Closing Date, effective on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall offer to hire on an at-will basis enough of Seller’s employees (each selected those Employees previously identified by Buyer Buyer, in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of for employment by Buyer. Seller shall have no duty, obligation or liability to any Employee hired by Buyer with respect to any Employee obligations related to any and all periods on or after the Closing Date, and such obligations shall be the sole responsibility of Buyer. Seller and Buyer shall cooperate reasonably with each other to provide an orderly administrative transition to Buyer of any Employee hired by Buyer on or after the Closing Date in connection with the transaction contemplated in this Agreement, including the provision by Seller to Buyer of all necessary or appropriate documents, records, e-mail files and folders, materials, accounting files and tax information with respect to each such Employee (other than Excluded Property). If Seller offers any severance pay, separation of employment package or similar benefit to any Employee conditioned upon the signing of a release of legal claims by such Employee, Seller will include Buyer by name and its Affiliates, as well as any successors and assigns to Seller in such release language as a released party. Seller and each of its Affiliates will not directly or indirectly solicit, induce or encourage any Employee subsequently employed by Buyer to leave his or her employment with Buyer or to work with another employer for a period of two (2) years following the Closing Date. For purposes of this Section 5.5, all references to Buyer shall be deemed to include any Affiliate of Buyer which employs any Employee on or after the Closing.

Employee Matters. (i) As of the Closing Date, Seller shall terminate or take all appropriate action in connection with pensionof its employees at the Hospital, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation make bona fide offers of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable "at will" employment commencing as of the Closing Date to “covered employees” all of such individuals at levels of salaries and wages consistent with their then current salaries and wages. Notwithstanding the foregoing, Buyer does not commit to and does not guarantee the continued employment of any individual for any specific period following Closing. Nothing herein shall be deemed to affect or “qualified beneficiaries” entitled limit in any way normal management prerogatives of Buyer with respect to “continuation coverage” (as those terms are defined in Section 4980B employees or to create or grant to any such employees third party beneficiary rights or claims of any kind or nature. Prior to the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller will not temporarily or permanently close or shut down any "single site of employment" or any "facility" or any "operating unit," department or service within a single site of employment, as such terms are used in the Workers Adjustment Retraining and Notification Act (the "WARN Act"). Seller represents that it has not had any such closures or shutdowns within the period of at least ninety (90) days before the Closing. After the Closing, Buyer shall retain that number of employees as shall be necessary to avoid liability of Seller under the WARN Act. In respect of any such employees employed by Buyer, it shall provide such employees with employee benefits generally consistent with the benefits currently offered by Seller to such employees. To the extent Buyer has qualified retirement programs for such employees, it shall recognize the existing seniority of all such employees for benefits purposes and shall provide credit under such plans for purposes of determining eligibility and vesting and the rate of benefit accrual (but not actual benefit accrual). In extending such benefits, Buyer shall waive pre-existing conditions limitations in Buyer's welfare benefit plans which might otherwise apply to such employees except to the extent employees have not satisfied such limitations under the current welfare benefits plans of Seller. Deductibles and out-of-pocket limits met and applied under Seller medical plans during 1999 shall be applied to any Buyer medical plans following the Closing Date. Buyer shall assume Seller's liability for accrued salary, paid time off and extended illness benefits related to such employees. In the event Buyer terminates the individual currently employed by Seller as Chief Executive Officer or the individual currently employed by Seller as Chief Financial Officer within twelve (12) months following the Closing Date, Buyer agrees to pay all wages due Seller’s employees such individual severance benefits not less than the severance benefits to which such individual would have been entitled under the severance policy, practice, program or plan of Seller in effect as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay Date and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long attached as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by BuyerSchedule 10.12.

Employee Matters. (ia) Purchaser shall offer employment to all employees (the “Employees”) employed by Seller at the Banking Centers as of the Effective Time (other than employees whose function does not relate exclusively to operation of any Banking Center) in each case in a position similar in most respects to their respective then current functional positions and locations with remuneration not less than levels at the Effective Time and benefits generally equivalent to benefits offered by Purchaser to similarly situated employees of Purchaser. Except for Purchaser’s qualified and nonqualified pension plans (if any), Employees who become employees of Purchaser as of the Effective Time (“Transferred Employees”) shall terminate or take all appropriate action in connection receive full credit for their prior service with pensionSeller under Purchaser’s benefit plans and policies, profit sharing including its vacation and health sick leave policies, to the same extent as if such service had been with Purchaser. As of the Effective Time, the Transferred Employees and welfare benefit planstheir dependents, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature covered under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group insurance plan preceding the Effective Time shall be covered under Purchaser’s health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for insurance plan without being subject to any pre-existing condition limitations or arising from any “COBRA” health care continuation coverage exclusions. Transferred Employees shall not be required to be provided under Section 4980B satisfy the deductible and employee payments required by Purchaser’s comprehensive medical and/or dental plans for the calendar year of the Code and Sections 601-608 of ERISAEffective Time (i) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received providedamounts previously credited during such calendar year under comparable plans maintained by Seller, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement (ii) to the contraryextent the same is waived in its entirety by the applicable insurer, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected as determined by Buyer the applicable insurer in its sole discretion. Purchaser will assume all sick and absolute discretion) so that Buyer and Seller will be in compliance with vacation time accrued, but not used, by the provisions Transferred Employees up to the date of the Workers Adjustment Closing. With respect to Purchaser’s qualified and Retraining Notification Actnonqualified pension plans, 29 U.S.C. §2101-2109, Transferred Employees shall receive full credit for prior service with Seller (and with other entities to the extent service with any such entity is treated by Seller as service with it) for purposes of determining their participation eligibility and vesting rights to the same extent as if applicablesuch service had been with Purchaser. The foregoing does not grant Benefits under Purchaser’s pension plans for Transferred Employees shall be determined solely with reference to any of Seller’s individual employees a right of employment by Buyerservice with Purchaser.

Employee Matters. (ia) Buyer shall offer at-will employment to all employees currently employed by a Seller Party listed on Schedule 6.2 attached hereto. Each of the Seller Parties will use reasonable best efforts to assist Buyer in the hiring of such employees. Upon execution of this Agreement, Seller shall terminate or take all appropriate action notify each employee listed on Schedule 6.2 in connection with pensionwriting that, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 by reason of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B sale of the Code and Sections 601-608 of ERISA) attributable Business, their employment with a Seller Party is terminated as of the Closing Date and that Buyer is offering such employees employment. Any such employees actually employed by Buyer or its Affiliates immediately following the Closing, other than Zipkin, Taffer, Xxxxxxxx and Xxxxxxxx, are referred to in this Agreement as “covered employeesRehired Employees.” To the extent that service is relevant for purposes of eligibility and vesting (and, in order to calculate the amount of any sick days, severance, layoff and similar benefits, but not for purposes of pension benefit accruals) under any retirement plan, employee benefit plan, program or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B arrangement established or maintained by Buyer or any of its Affiliates for the benefit of the Code) regardless Buyer’s employees, such plan, program or arrangement, shall, to the extent permitted by the terms and conditions thereof, credit such Rehired Employees for service earned on and prior to the Closing Date with a Seller Party, in addition to service earned with Buyer or any of when services were rendered or expenses incurredBuyer’s Affiliates after the Closing Date. By ClosingIn addition to the foregoing, Seller shall pay all wages due Seller’s employees as of the Closing Date, the Buyer Parties shall provide each Rehired Employee, at the time of hiring, with initial compensation (but excluding benefits and any incentive or equity-based compensation) at least as favorable as the compensation (but excluding benefits and any incentive or equity-based compensation) provided to such employees by a Seller Party as of the date of this Agreement. At Seller shall issue to each terminated employee (including all Rehired Employees) a final paycheck on the Closing Date, containing their salary through the Closing, Buyer shall assume Seller’s obligations for payment of all accrued, unused vacation, paid time off, holiday and any other wages, overtime, severance pay, sick pay and bonuses, change-in-control payment, other similar incentive compensation, commissions, expense reimbursement, or any other compensation accrued that was earned, accrued, or payable prior to those employees of Seller which are retained by Buyer, and Buyer shall receive or as a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent result of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by BuyerClosing.

Employee Matters. (i) Seller shall terminate or will take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that actions necessary to terminate all of Seller's employees who are applicable to Seller and/or Seller’s employees (“Plans”), prior to or employed at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees Company Owned Stores effective as of the Closing Date. At ClosingSeller will be responsible for all employees' compensation, Buyer shall assume Seller’s obligations for payment of unused vacationbenefits and taxes up to the Closing Date including, paid time offbut not limited to, holiday accrued vacation pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyerpay, and Buyer shall receive a credit against accrued personal leave. Purchaser intends to employ Seller's employees after the Purchase Price for such amounts. Buyer Closing, but the creation and terms of any employment relationship after the Closing shall be responsible Purchaser's responsibility. Similarly with respect to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given employed at the Closing Xxxxxxx'x Stores, Purchaser and Seller and LMP shall defend and hold Buyer harmless for Gruesers will take all actions necessary to terminate all of such disputed amounts. Seller shall terminate its employees on effective as of the Closing Date. Provided Gruesers and Purchaser will be responsible for all such employees' compensation, benefits and taxes up to the Closing takes place, Buyer mayDate including, but is not obligated limited to, employ Seller’s employees who are willing to accept the offered employment with Buyeraccrued vacation pay, sick pay, and Buyer accrued personal leave. Seller intends to employ Purchaser's employees after the Closing, but the creation and terms of any employment relationship after the Closing shall be Seller's responsibility. 2. NONCOMPETITION AGREEMENT Simultaneously with the Closing of the transactions herein contemplated, Purchaser, Gruesers and Seller shall enter into a Noncompetition Agreement in the form of EXHIBIT VI hereto which shall provide, in part, that Seller shall not engage, either directly or indirectly, in ownership or operation of theme candy stores for 18 months following the Closing Date and that neither RC nor the Gruesers will give due regard to such employees’ benefits from their prior employerengage, so long as such employees meet all eligibility requirementseither directly or indirectly, including any probationary period; provided thatin ownership or operation of stores competitive with the stores in the ROCKY MOUNTAIN CHOCOLATE FACTORY System for 18 months following the Closing Date, notwithstanding anything in this Agreement subject to the contrary, Buyer shall hire on an at-will basis enough terms of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyerthis Agreement.

Employee Matters. (ia) Seller As of the Effective Time, Sellers shall terminate all of the employees at the Facilities (the “Seller Employees”), and Buyers shall offer or take cause to be offered employment to substantially all appropriate action active Seller Employees (including any employees who are on statutory family or medical leave, military leave, short-term disability, or other short-term leave of up to ninety (90) days) who are in connection good standing as of the Effective Time and who meet the standard human resources requirements of Buyers and their Affiliates as of the Closing, in positions and at compensation levels generally consistent with pensionthose provided by Sellers as of the Effective Time; provided, profit sharing however, the Buyers shall not be required to offer employment to any Chief Executive Officer (or equivalent), Chief Operating Officer (or equivalent), Chief Medical Officer/Chief Nursing Officer (or equivalent), Chief Financial Officer (or equivalent) or similar “C-Suite” executive officer of the Hospital unless Buyers decide, in their sole discretion, to do so. Between the date of this Agreement and health Closing, Sellers shall cooperate with Bxxxxx in their efforts to interview and welfare interact with such C-Suite officers. Nothing herein shall be deemed to affect or limit in any way normal management prerogatives of Buyers with respect to employees or to create or grant to any such employees third party beneficiary rights or claims of any nature. All such employees who accept such offers and commence employment with a Buyer (together, the “Hired Employees”) shall be credited with employment service with Sellers for purposes of eligibility and vesting purposes (but not for purposes of benefit plans, if any, that are applicable to Seller and/or Seller’s employees accrual) under Buyers’ employee benefit plans or programs (the “Buyer Plans”), prior unless such service credit is not allowed pursuant to or at Closing, so that Buyer will have no responsibility or liability or obligation the express terms of any nature insurance policy (or policies) used to fund the benefits provided under Plans to any personsuch Buyer Plans, firm or corporation whatsoever. If any applicable law provides that Buyer is or in which case such service credit will not be liable for any liability or obligation under any Plan despite Seller’s contractual liability allowed just for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliateinsured plan(s). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding Notwithstanding anything in this Agreement contained herein to the contrary, Buyer this Section 10.10(a) shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant apply to any physician employee of any Seller who has entered into an employment agreement with any Seller’s individual employees a right of employment by Buyer, and such persons shall not be deemed to be Hired Employees.

Employee Matters. (a) Buyer shall take all actions necessary and appropriate to ensure that Buyer maintains or adopts one or more defined contribution plans and related trust or trusts (the "BUYER ACCOUNT PLAN") effective as of, or as soon as reasonably practicable but in no event later than 15 days after, the Closing Date for the benefit of the Affected Employees (as defined below). Following the Closing and as soon as practicable following receipt by Seller of (i) Seller shall terminate a copy of a favorable determination letter issued by the Internal Revenue Service with respect to the Buyer Account Plan or take all appropriate action in connection with pension(ii) an opinion, profit sharing satisfactory to Seller's counsel, of Buyer's counsel that the Buyer Account Plan and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5its related trust(s) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided qualify under Section 4980B of the Code 401(a) and Sections 601-608 of ERISASection 501(a) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as provide each Affected Employee who is a participant in the Savings and Incentive Plan for Employees of Consumers Energy and Other CMS Energy Companies ("SELLER'S SAVINGS PLAN") with the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued opportunity to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for distribution of his or her account balance and to elect to "roll over" such amounts. Buyer shall be responsible to satisfy such amounts account balance to the former employees of Seller Buyer Account Plan, subject to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or and in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance accordance with the provisions of the Workers Adjustment Seller's Savings Plan and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicableApplicable Law. The foregoing does Buyer Account Plan shall accept the "roll over" of such account balances, including any outstanding plan loans. Seller shall take all necessary or appropriate action, to the extent consistent with applicable law, to ensure that any plan loans of Affected Employees under the Seller's Savings Plan shall not grant be deemed distributed prior to the rollover opportunity previously described. Seller shall provide Buyer with copies of such personnel and other records of Seller pertaining to the Affected Employees and such records of any agent or representative of Seller pertaining to the Affected Employees, in each case pertaining to Seller’s individual employees a right of employment by Buyer's Savings Plan and as Buyer may reasonably request in order to administer and manage the accounts and assets rolled over to the Buyer Account Plan.

Employee Matters. All Company employees retained by the Buyer after the Closing Date (ithe "RETAINED EMPLOYEES") Seller shall be entitled to receive compensation and benefits that initially are comparable, in the aggregate, to the compensation and benefits offered to other similarly situated employees of the Buyer, provided that the Buyer retains the right to adjust such compensation and benefits following the Closing in its business judgment and the right to terminate or take all appropriate action in connection with pension, profit sharing any Retained Employee. The Buyer shall and health and welfare shall cause its Subsidiaries to use their Reasonable Best Efforts to permit the Retained Employees to receive credit under their employee benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation programs and arrangements for service performed for the Company and any of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer its Subsidiaries (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts predecessor to the former employees Company's or any of Seller its Subsidiaries' business or assets to the extent credited by the Company or any of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretionSubsidiaries) so that Buyer and Seller will such service shall be in compliance treated as service with the provisions Buyer or any of its Subsidiaries, as the Workers Adjustment case may be, for purposes of determining eligibility to participate, vesting and Retraining Notification Actbenefit levels where length of services is relevant to benefit levels (excluding, 29 U.S.C. §2101for purposes of this sentence, benefit accrual under any pension plan subject to Title IV of ERISA and any accrual that would result in any duplication of benefits), subject to the application of any break-2109in-service rules under such plans, if applicableprograms, arrangements and applicable law. The foregoing does not grant Buyer shall use commercially reasonable efforts to cause any payments made by a Retained Employee under a Company Plan that provides medical, dental, pharmaceutical and/or vision benefits during the plan year of Seller’s individual employees such Company Plan in which the Effective Time occurs to be taken into account under a right corresponding plan maintained by the Buyer for purposes of employment by Buyersatisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee for the applicable plan year as if such payments had been paid in accordance with such corresponding Buyer plan.

Employee Matters. (ia) Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees Effective as of the end of business on the Closing Date (the “PlansEmployment Termination Date”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunderSeller shall terminate, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable effective as of the beginning of business on the business day following the Closing Date (the “Employment Commencement Date”), Buyer will offer to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in employ the employees of Seller listed on Section 4980B 3.15(b) of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees Disclosure Letter and who are employed by Seller as of the Closing Date. At Such offer of employment shall include compensation (including bonuses, commissions, stock options, restricted stock, other forms of equity compensation and benefits) that is comparable to the compensation (including bonuses, commissions, stock options, restricted stock, other forms of equity compensation and benefits) provided to such employees by Seller immediately prior to the execution of this Agreement. Those employees described in the preceding sentence who accept employment with (and become employed by) Buyer are the “Transferred Employees.” On and after the Closing, Buyer shall assume Seller’s obligations for payment of unused vacationprovide to the Transferred Employees participation in any pension, paid time off401(k), holiday paymedical, sick pay dental, vision, life, disability and other similar compensation accrued benefit plans (the “Buyer Plans”) offered to those similarly situated employees of Seller which are retained by Buyer. To the extent permitted under the Buyer Plans, and Buyer shall take all necessary actions to provide that Transferred Employees will receive a full credit against for years of service with Seller under the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller Plans to the extent taken into account for such purposes under the benefit plans of Seller in which such Persons were participating as of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess date of this Agreement (the credit given at “Seller Plans”) prior to the Closing (other than with respect to benefit accrual under employee 401(k) or other pension or retiree welfare benefit plans and Seller and LMP shall defend and hold not for equity compensation vesting or vacation). To the extent permitted under the Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contraryPlans, Buyer shall hire on an atgive credit under those of its Buyer Plans that are welfare benefit plans for all amounts credited toward deductibles and out-will basis enough of-pocket maximums, and time accrued against applicable waiting periods, by Transferred Employees (including their eligible dependents), in respect of the calendar year in which the Closing occurs. For any Transferred Employee or dependent of a Transferred Employee who has satisfied Seller’s employees (each selected by Buyer in its sole and absolute discretion) so pre-existing condition exclusion and/or who has creditable coverage from another group plan or individual plan, such Transferred Employee or such dependent would not be subject to Buyer’s pre-existing condition exclusion. If a Transferred Employee or dependent of a Transferred Employee has partially satisfied Seller’s pre-existing condition exclusion, the amount of time credited to the completion of that Buyer and Seller pre-existing condition exclusion will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment honored by Buyer.

Employee Matters. (ia) Purchaser shall offer employment to all employees (the “Employees”) employed by Seller at the Banking Centers as of the Effective Time (other than employees whose function does not relate exclusively to operation of one or more of the Banking Centers), in their then respective current functional positions and locations with base salaries not less than levels at the Effective Time and benefits generally equivalent to benefits offered by Purchaser to similarly situated employees of Purchaser. Except for Purchaser’s qualified and nonqualified pension plans (if any), Employees who become employees of Purchaser as of the Effective Time (“Transferred Employees”) shall terminate or take all appropriate action in connection receive full credit for their prior service with pensionSeller under Purchaser’s benefit plans and policies, profit sharing including its vacation and health sick leave policies, to the same extent as if the service had been with Purchaser. As of the Effective Time, the Transferred Employees and welfare benefit planstheir dependents, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature covered under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group insurance plan preceding the Effective Time shall be covered under Purchaser’s health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for insurance plan without being subject to any waiting period or arising from any “COBRA” health care continuation coverage pre-existing condition limitations or exclusions. Transferred Employees shall not be required to be provided under Section 4980B satisfy the deductible and employee payments required by Purchaser’s comprehensive medical and/or dental plans for the calendar year of the Code and Sections 601-608 of ERISAEffective Time (i) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received providedamounts previously credited during such calendar year under comparable plans maintained by Seller, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement (ii) to the contraryextent the same is waived in its entirety by the applicable insurer, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected as determined by Buyer the applicable insurer in its sole discretion. With respect to Purchaser’s qualified and absolute discretionnonqualified pension plans, Transferred Employees shall receive full credit for prior service with Seller (and with other entities to the extent service with any such entity is treated by Seller as service with it) so that Buyer for purposes of determining their participation eligibility and Seller will vesting rights to the same extent as if the service had been with Purchaser. Benefits under Purchaser’s pension plans for Transferred Employees shall be in compliance determined solely with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant reference to any of Seller’s individual employees a right of employment by Buyerservice with Purchaser.

Employee Matters. 6.10.1 Buyer has caused Staff Leasing, L.P. (i"Employer") Seller shall terminate to offer to hire, subject to Employer's standard hiring procedures and effective as of the Closing Date, all of Seller's personnel employed at the Fee Property or take all appropriate action otherwise in connection with pension, profit sharing the ownership or operation of the Purchased Assets immediately prior to the Closing Date (the "Employees") at a comparable job and health at a rate of pay (including commission structure) not less than each such Employee's pay immediately prior to the Closing Date. Employees who accept employment with Employer are referred to herein as "Transferred Employees". Except for the obligations of Parent and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees under Parent's Simplified Employee Pension Plan (“Plans”the "SEP"), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation cause Employer to be responsible for all employment-related obligations with respect to the Transferred Employees in respect of any nature under Plans to any personperiods and claims incurred after the Closing Date. For purposes of this Section 6.10, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable "employment-related obligations" shall include, without limitation, compensation for any liability or obligation services performed for Employer in the Business after the Closing Date (and related employment and withholding taxes), benefits accrued under any Plan despite Seller’s contractual liability for such liability Employer-sponsored employee welfare or obligation hereunderpension benefit plan (as defined under the Employee Retirement Income Security Act of 1974, as amended ["ERISA"] Sections 3(1) and Seller fail to pay or perform such liability or obligation within five 3(2), respectively) covering the Transferred Employees after the Closing Date, (5) days after Buyer’s written demandother than the SEP), then in addition to benefits accrued under any other remedies available, such amounts may be set off from time employee benefit plan or arrangement of Employer covering the Transferred Employees after the Closing Date and workers compensation benefits with respect to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate)claims incurred and filed after the Closing Date. Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required In reliance on Buyer's agreement to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable cause Employer to offer to hire as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B all of the Code) regardless of when services were rendered or expenses incurred. By ClosingEmployees, Seller shall pay all wages due Seller’s employees as has not given notifications under the Worker Adjustment and Retraining Notification Act ("WARN") to any of the Closing Dateits facilities. At ClosingAs between Buyer and Seller or Parent, Buyer shall assume Seller’s have sole responsibility for any obligations or liabilities to the Transferred Employees under WARN for payment of unused vacationthe Fee Property location, paid time off, holiday pay, sick pay and other similar compensation accrued agrees to those employees hold Seller and Parent harmless for same. Buyer's indemnification of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer maythis regard specifically includes, but is not obligated limited to, employ Seller’s employees who are willing to accept any claim by such Employees for back pay, front pay, benefits, or compensatory or punitive damages, any claim by any governmental unit for penalties regarding any issue of prior notification (or any lack thereof) of any plant closing or mass layoff, as well as the offered employment with Buyer, defense costs of Seller and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirementsParent, including reasonable attorneys' fees, in defending any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyersuch claims.

Employee Matters. (ia) Attached as Schedule 5.8, is a list of employees that Buyer wishes to hire (collectively the “Transferred Employees”). Subject to applicable Law and the receipt of any employee consents requested by Seller, Buyer will have full access to the Books and Records (including performance appraisals and disciplinary actions) of Seller for the purpose of preparing for and conducting employment interviews with all Transferred Employees. Seller agrees to terminate the employment of all the hired Transferred Employees effective immediately before the Closing. Before the Closing, Seller and Buyer shall terminate jointly prepare and approve a notice to be sent to the Transferred Employees on or take all appropriate action before the Closing Date, advising such Transferred Employees of the sale of the Mac Nut Business, their termination as Seller’s Employees and Buyer’s offer of employment. Buyer will hire the Transferred Employees who accept Buyer’s offer of employment on mutually agreeable terms and conditions as between Buyer, and such Employees and Seller will not have any obligation or responsibilities in connection with pensionBuyer’s post-Closing employment of the Transferred Employees; provided, profit sharing however, Seller must retain and health comply with obligations and welfare benefit plansresponsibilities as may be imposed on Seller under the Hawaii Dislocated Workers Act or the federal Worker Adjustment Retraining Notification Act. In the event any Transferred Employee fails to accept Buyer’s offer of employment, if anysuch Employee must remain an Employee of Seller, that are applicable subject to Seller and/or Seller’s employees (“Plans”)usual and customary practices, prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunderpolicies and procedures regarding employment, and Seller fail must be solely responsible for any and all obligations or liability with respect to pay the employment, or perform termination of employment, of any such liability or obligation within five (5) days after Employee. Buyer’s written demand, then expressed intention to extend offers of employment as set forth in addition this Section 5.8 does not constitute any commitment (express or implied) of any obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon an terms or conditions other remedies available, such amounts than those that Buyer may be set off from time establish under individual offers of employment. Nothing in this Agreement restricts any right of Buyer to time from terminate any amount Buyer (Transferred Employee or its affiliate) owes Seller (to amend or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all terminate Employee benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of after the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyerpermitted under applicable Law.

Employee Matters. (i) Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunderClear Channel has provided, and Seller fail to pay or perform such liability or obligation Exchange Party shall provide within five three (53) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B execution of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contraryother party a list (with name, Buyer shall position and base salary) of all of their respective employees employed at the Clear Channel Stations and the Exchange Party Stations and who work primarily for those stations. Exchange Party may interview and elect to hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions any or all of the Workers Adjustment Clear Channel employees on the list (i) employed at the Clear Channel Stations licensed to Grand Rapids, Michigan and Retraining Notification Act(ii) employed at the Clear Channel Stations licensed to Albany, 29 U.S.C. §2101New York who work primarily for those Clear Channel Stations (including without limitation any member of the sales staff who primarily sells for or represents radio station WQBJ-2109, if applicableFM or WQBK-FM). Clear Channel may interview and elect to hire any or all of the Exchange Party employees on the list. The foregoing does not grant acquiring party is obligated to hire only those employees that are under employment contracts (and assume the obligations and liabilities under such employment contracts) which are included in the Clear Channel Station Contracts or Exchange Party Station Contracts. With respect to employees hired by the acquiring party ("Transferred Employees"), to the extent permitted by law the conveying party shall provide access to its personnel records and such other information as may be reasonably requested prior to Closing. For a period of twelve (12) months after Closing, neither party will hire, solicit or induce for hire or make any offer or attempt to hire, any of Seller’s individual the Transferred Employees hired by the other party. Provided, however, either party may six (6) months after Closing (but not before) hire or solicit for hire any of its former employees a right who are not Transferred Employees. With respect to such hired employees, the conveying party shall be responsible for the payment of employment all compensation and accrued employee benefits payable by Buyer.it until Closing and thereafter the acquiring party shall be responsible for all such obligations payable by it. The acquiring party shall cause all employees it hires to be eligible to participate

Employee Matters. (ia) At least 30 days’ prior to Closing, Sellers will provide a list of every employee and independent contractor of Sellers they recommend be retained by Purchaser. Purchaser may make offers of employment to certain employees and independent contractors of Sellers as Purchaser shall determine. Such offers of employment shall be made with a salary, bonus opportunity and benefits package on such terms as Purchaser may prescribe in its discretion. Such employees and independent contractors shall not commence employment with Purchaser until the Closing Date. Those employees and independent contractors who accept Purchaser’s employment offer and who report for duty on the Closing Date are collectively referred to as “Transferred Employees”. Nothing in this Agreement shall obligate Purchaser to maintain Sellers’ employment terms or any Transferred Employee’s employment for any period of time. Sellers shall cooperate with Purchaser’s efforts to employ and retain any such employees and independent contractors. At the Closing, Sellers shall terminate those employees and independent contractors who accept employment with Purchaser and waive, for the benefit of Purchaser, any and all restrictions in any oral or written agreement with any Transferred Employee, relating to noncompetition with Sellers subsequent to termination of employment therewith. Any confidentiality agreements with Transferred Employees shall be assigned to Purchaser. Purchaser does not assume, and each Seller shall terminate be fully responsible for, the payment of any severance or take all appropriate action in connection with pensionother benefits or payments related to or payable upon the termination of the employees or independent contractors of such Seller, profit sharing and health and welfare benefit plansincluding any employees or independent contractors offered employment by Purchaser who fail to accept such employment offer or any employees or independent contractors not offered employment by Purchaser, if anyprovided, that are applicable Purchaser shall be responsible to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation each Transferred Employee for payment of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from all accrued but unused vacation time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of reflected on the Code) regardless of when services were rendered or expenses incurredClosing Date Balance Sheet. By Closing, Each Seller shall pay be responsible for compliance with all wages due Applicable Laws relating to the termination by such Seller of such Seller’s employees as of at or prior to the Closing Dateincluding the Worker Adjustment and Retraining Notification Act (“WARN”); provided however that if Sellers recommend to Purchaser the retention of sufficient numbers of employees such that the provisions of WARN are not triggered (i.e., no “mass layoff” under WARN if Purchaser hires all employees so recommended), then Purchaser shall be responsible for compliance with WARN if the provisions of WARN are in fact triggered by Purchaser’s actions. At Closing, Buyer shall assume Seller’s obligations for payment Sellers will certify the number of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued employees terminated or laid off in the 90 days prior to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by BuyerClosing.

Employee Matters. (ia) Seller shall terminate or take all appropriate action in connection with pensionPurchaser shall, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within not less than five (5) days after Buyer’s written demandpreceding the Closing, then in addition identify to any other remedies available, Seller each Employee to whom Purchaser intends to offer employment. Employees who accept such amounts may be set off offers of employment from time to time from any amount Buyer (Purchaser shall become employees of Purchaser or its affiliate) owes Seller Affiliates (or its affiliatethe “Purchaser Hired Employees”). Purchaser Hired Employees shall receive credit for their service with Seller and its Affiliates (including all employersservice with any predecessor company) for purposes of eligibility and vesting of vacation time, whether or vacation accruals, as well as eligibility for vesting under the Purchaser Defined Contribution Plan but not incorporated, that are treated together otherwise with respect to accrual of benefits. Purchaser agrees to waive any pre-existing medical condition restrictions in Purchaser’s medical plan for any Purchaser Hired Employee and their dependents who have been covered under a Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Sellermedical plan for at least three (3) months prior to Closing. Purchaser Hired Employees and their dependents shall be eligible to participate in Purchaser’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverageplan” (as those terms are defined in Section 4980B under COBRA) no later than the first day of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of third month beginning after the Closing Date. At ClosingUntil the Purchaser Hired Employees and their dependents are so eligible to participate in the group health plan of Purchaser, Buyer , Purchaser shall assume Seller’s obligations pay Seller before the premium due date the premium for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees continued coverage under the group health plan of Seller which are retained by Buyer, for each Purchaser Hired Employee and Buyer shall receive a credit against the Purchase Price for his or her dependents who elects such amountscoverage under COBRA. Buyer Purchaser shall be solely responsible for the employer cost of any and all benefits to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed which each Purchaser Hired Employee and his or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long her eligible dependents become entitled as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s Purchaser employees (each selected by Buyer or eligible dependents) under the terms of Purchaser’s welfare benefits plans, as in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant effect from time to any of Seller’s individual employees a right of employment by Buyertime.

Employee Matters. (ia) Effective as of the Closing Date, Buyer will offer employment to the Staff Employees listed on Schedule 4.3. A Staff Employee of the Business to whom an offer of employment is made by Buyer and who accepts such offer shall become a staff employee of Buyer on the day such person reports, if at all, to work for Buyer (such a staff employee is hereinafter referred to as a “Transferred Staff Employee”). For twelve months following the Closing Date, each Transferred Staff Employee will be eligible to participate in Buyer’s employee benefit plans on the same or similar basis as Buyer’s other similarly situated staff employees; provided, however, that Buyer shall full discretion to establish the wages, hours 26 and terms of employment for all Transferred Staff Employees. Seller and Buyer agree that the alternative procedure described in Section 5 of Revenue Procedure 2004-53, 2004-2 CB 320, will apply to the Transferred Staff Employees. Seller and Buyer will reasonably cooperate and provide such information and documentation as each of them may reasonably request of the other to implement the alternative procedure for the Transferred Staff Employees. (b) Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable responsible for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care providing continuation coverage as required to be provided under by Section 4980B of the Code or similar requirements of state Law (“COBRA Continuation Coverage”) for all Transferred Staff Employees, Staff Employees, former Staff Employees, any current or former Temporary Personnel (to the extent applicable), and Sections 601-608 of ERISA) attributable their dependents where the qualifying event as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the CodeCode (the “Qualifying Event”) regardless of when services were rendered occurs on or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of before the Closing Date. At ClosingBuyer will be responsible for COBRA Continuation Coverage only for all Transferred Staff Employees and their respective dependents where the Qualifying Event occurs after the Closing Date. Except as provided above in this Section 4.3, from and after the Closing Date, Buyer shall assume Seller’s obligations for payment of unused vacation(or any legal successor) will have sole discretion over the promotion, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent retention or termination of the credit received provided, however Transferred Staff Employees. (c) Buyer shall not be liable obligated to recognize a Transferred Staff Employee’s service with Seller for the purpose of accruing or vesting in any benefit under a Buyer retirement plan but shall recognize such amounts that are disputed or in excess service for the purpose of computing entitlement to vacations and sick pay, if any, under any Buyer employee benefit plan, to the credit given at extent permitted under applicable Law. Notwithstanding the Closing and Seller and LMP shall defend and hold foregoing, any severance and/or vacation benefits payable upon termination of employment will be based on the Transferred Staff Employee’s actual years of service with Buyer harmless for such disputed amounts. Seller shall terminate its employees beginning on the Closing Date. Provided Buyer and Seller agree that any and all Liabilities with respect to accrued vacation benefits arising under applicable Law as a result of the Closing takes placetransactions contemplated hereby that are not specifically assumed by Buyer in connection with the calculation of Adjusted Net Working Capital (such non-assumed accrued vacation benefits, the “Retained Longevity Benefits”) shall be retained by Seller and shall be paid and discharged in full by Seller when and if due. To the extent Seller is obligated to pay Retained Longevity Benefits to Transferred Staff Employees, Buyer mayand Seller shall cooperate in good faith in the payment and discharge of such Retained Longevity Benefits in full when and if due. If such payment is more conveniently processed through Buyer’s payroll, but Buyer shall pay the Retained Longevity Benefits of Transferred Staff Employees and Seller shall promptly reimburse Buyer for any payment of Retained Longevity Benefits made by Buyer. (d) This Section 4.3 is not obligated toan agreement solely between Seller and Buyer. Nothing in Section 4.3, employ whether express or implied, shall be considered to be a contract between Seller or Buyer and any other Person, or shall confer upon any Staff Employee or Temporary Personnel of Seller’s employees who are willing to accept the offered employment with , any staff employee of Buyer, and Buyer will give due regard to any Transferred Staff Employee or any other Person, any rights or remedies that such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirementsPerson did not already have, including (i) any probationary period; provided thatright to employment or recall, notwithstanding (ii) any right to continued employment of any specified Person, or (iii) any right to claim any particular compensation, benefit or aggregation of benefits of any kind or nature whatsoever 27 (e) Notwithstanding anything in this Agreement Section 4.3 to the contrary, Buyer shall hire on an at-will basis enough succeed to the immigration interests and obligations of Seller’s employees (each selected by Buyer in its sole Seller with respect to the H-1B Hired Employees and absolute discretion) so that Buyer and Seller will be in compliance with shall become the provisions employer of the Workers Adjustment H-1B Hired Employees for purposes of applicable U.S. immigration Laws. Buyer shall update and Retraining Notification Actmaintain the required information in each such H-1B Hired Employee’s public access files, 29 U.S.C. §2101-2109including executing a sworn statement assuming liability for the obligations, if applicableliabilities, and undertakings arising from, or under attestation made by, Seller in the labor condition applications certified by the U.S. Department of Labor. The foregoing does not grant Buyer shall abide by the U.S. Department of Labor’s regulations applicable to labor condition applications, maintain a copy of the sworn statement in the H-1B public access file for each H-1B Hired Employee, and make the sworn statement available to any member of Seller’s individual employees a right the public or official of employment by the U.S. Department of Labor upon request. (f) The Parties hereby acknowledge that for purposes of this Section 4.3 only, the term “Buyer.” shall also be deemed to include B G Staff Services Inc. 4.4

Employee Matters. (ia) As of the Closing Date, the Site Employees shall cease participating as active employees in all of the ERISA Plans maintained or sponsored by Seller and its Affiliates other than the Company Plans (the “Seller Plans”) and shall terminate commence participation in the employee benefit plans of or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Sellerbe established by Buyer or Buyer’s employees designated employer (“Buyer Plans”), prior to or at Closing, so . In the event that Buyer will have no responsibility or liability or obligation of any nature under Plans to any personproviding medical, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or dental and/or vision insurance coverage are not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees established as of the Closing Date, Buyer and Seller will reasonably cooperate, at Buyer’s sole cost and expense, to take such actions as are necessary to avoid, for up to two (2) months following the Closing, a lapse in medical, dental and/or vision coverage, as applicable, for Site Employees who remain employed with the Company following the Closing Date (and their covered dependents). At For the avoidance of doubt, Buyer will be solely responsible for all costs and expenses associated with medical, dental and/or vision coverage for Site Employees (and their covered dependents) from and after the Closing Date, but in any case limited to the portion of the applicable premium expense paid by the employer and employee (provided that Buyer may collect such employee proration from the applicable employee), whether provided or facilitated by the Seller or the Seller Plans, and Buyer will indemnify and hold the Seller harmless from and against any such cost, expense or Liability incurred by Seller and its Affiliates in connection with such coverage. Upon the establishment of the Buyer Plans providing medical, dental and vision insurance coverage, Buyer and the Buyer Plans shall be solely responsible for the provision of any COBRA continuation coverage for any Site Employee whose employment is terminated on or after the Closing Date (and his or her covered dependents). Prior to the Closing Date, Seller shall pay to each Site Employee an amount in full settlement of such Site Employee’s accrued but unused vacation or paid time off as of the Closing Date, except to the extent that such accrued but unused vacation or paid time off is reflected as a Current Liability in the calculation of Net Working Capital at the Closing Date (the “Assumed PTO”). Prior to the Closing, Seller will provide Buyer with a schedule setting forth the amount of Assumed PTO, if any, for each Site Employee. From and after the Closing, the Company and its Subsidiaries shall be responsible for and shall indemnify and hold Seller and its Affiliates harmless from and against all Liabilities to or with respect to the Site Employees, whether incurred before, on or after the Closing Date (including, for the avoidance of doubt, Liabilities attributable to the Assumed PTO), excepting only Liabilities under the Seller Plans. For the avoidance of doubt, Seller shall continue to be responsible for and shall indemnify and hold Buyer harmless from and against all Controlled Group Liability associated with Seller Plans and Liabilities under or with respect to Seller Plans related to retiree medical benefits or other retiree welfare benefits. Subject to Buyer’s right to terminate Site Employees after the Closing, Buyer shall assume Seller’s obligations provide, or cause to be provided, for a period of one hundred eighty (180) days following the Closing Date or such longer period of time required by applicable Law, to each of the Site Employees, salary, wages (taking into consideration geographic differences), severance benefits, payment of accrued but unused vacation, vacation and paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyeroff upon termination, and Buyer shall receive a credit against the Purchase Price cost-sharing split between employee and employer for health insurance premium payments, in each case, that are no less favorable than those provided to such amounts. Buyer shall be responsible to satisfy such amounts Site Employee immediately prior to the former employees of Seller Closing (provided that such information has been made available to Buyer through the Data Site prior to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Effective Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyer).

Employee Matters. (ia) Buyer shall offer at-will employment to all employees currently employed by Seller listed on Schedule 6.2 attached hereto. Seller will use commercially reasonable efforts to assist Buyer in the hiring of such employees. Upon execution of this Agreement, Seller shall terminate or take all appropriate action notify each employee listed on Schedule 6.2 in connection with pensionwriting that, profit sharing and health and welfare benefit plansby reason of the sale of the Business, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together their employment with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable is terminated as of the Closing Date and that Buyer is offering such employees employment. Any such employees actually employed by Buyer or its Affiliates immediately following the Closing are referred to in this Agreement as “covered employeesRehired Employees.” To the extent that service is relevant for purposes of eligibility and vesting (and, in order to calculate the amount of any vacation, sick days, severance, layoff and similar benefits, but not for purposes of pension benefit accruals) under any retirement plan, employee benefit plan, program or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B arrangement established or maintained by Buyer or any of its Affiliates for the benefit of the Code) regardless Buyer’s employees, such plan, program or arrangement, shall, to the extent permitted by the terms and conditions thereof, credit such Rehired Employees for service earned on and prior to the Closing Date with Seller, in addition to service earned with Buyer or any of when services were rendered or expenses incurredBuyer’s Affiliates after the Closing Date. By ClosingIn addition to the foregoing, Seller shall pay all wages due Seller’s employees as of the Closing Date, the Buyer Parties shall provide each Rehired Employee, at the time of hiring, with initial compensation (but excluding benefits and any incentive or equity-based compensation) at least as favorable as the compensation (but excluding benefits and any incentive or equity-based compensation) provided to such employees by Seller as of the date of this Agreement. At Seller shall issue to each terminated employee (including, without limitation, all Rehired Employees) a final paycheck on the Closing Date, containing their salary through the Closing, Buyer shall assume Seller’s obligations for payment of all accrued, unused vacation, vacation or other paid time off, holiday and any other wages, overtime, severance pay, sick pay and bonuses, other similar incentive compensation, commissions, expense reimbursement, or any compensation accrued that was earned, accrued, or payable prior to those employees of Seller which are retained by Buyer, and Buyer shall receive or as a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent result of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by BuyerClosing.

Employee Matters. Purchaser agrees to offer employment beginning on the day following the Closing (i) to each of the employees identified on Schedule 2.17 hereto, at the same base compensation as currently paid to them by Seller and at the same level of seniority held by each of them at the time of the Closing, and (ii) to each other person who becomes an employee of Seller with the prior written consent of Purchaser between the pay date immediately preceding the date hereof and the Closing Date, at the same base compensation paid to such person at the time of hire and at the same level of seniority held by such person at the time of the Closing. Each individual who accepts such offer shall become an employee of Purchaser on the day following the Closing Date, and each such individual shall receive credit, for eligibility and vesting purposes, under each employee benefit plan of Purchaser in which such individual may thereafter participate in respect of such individual's service with Seller. Purchaser agrees that no employee of Seller who becomes an employee of Purchaser on the day following the Closing Date will be transferred to a workplace located more than 50 miles from such employee's current workplace location during the 30-day period following the Closing Date. Any coverage provided to an individual who becomes an employee of Purchaser beginning on the day following the Closing under any health or medical plan of Purchaser shall be limited to coverage for health or medical services rendered to such individual (including his or her dependents) after the Closing Date. Seller shall terminate or take all appropriate action in connection with pension, profit sharing be responsible for maintaining coverage for any such individual (and such individual's dependents) under its health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), medical care plans existing immediately prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable the Closing for any liability health or obligation under any Plan despite Seller’s contractual liability medical services rendered on or prior to the Closing Date and for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together complying with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B 4180B of the Code and Sections 601-Section 601 through 608 of ERISA) attributable as of ERISA after the Closing Date to “covered employees” the extent that such individuals (or “qualified beneficiaries” entitled their dependents) have rights under the provisions set forth therein. Except as expressly set forth in this Section 5.1, Purchaser will not assume any obligations or liabilities of any kind or character whatsoever, accruing under, arising out of or related to “continuation coverage” (as those terms are defined in Section 4980B the employment of employees by Seller prior to the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees including without limitation, liabilities attributable to, or arising as a result of, the establishment, operation or termination of the Closing Date. At Closingany Employee Program, Buyer shall assume Seller’s obligations for payment of unused vacationany law regulating employment or employee benefits, paid time off, holiday vacation or dismissal pay, sick wages, salaries, bonuses, overtime or other pay and accruals, retiree medical care, workmen's compensation or other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyeroccupational claims.

Employee Matters. (ia) Seller shall terminate or take all appropriate action Schedule 8.11 lists the employees who are engaged in connection the business relating to the Acquired Assets with pensionrespect to whom Buyer will use reasonable efforts to hire after the Closing (the "Key Employees"); provided, profit sharing and health and welfare benefit plans, if anyhowever, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for obligated to employ, and shall have no Liability with respect to the continued employment of, any such amounts that are disputed or in excess of the credit given Key Employees. The Seller agrees that any disclosure of confidential information of Seller relating to the Business by a Key Employee to Buyer or any of its Affiliates shall not constitute a breach of any confidentiality agreement between such Key Employee and the Seller and Seller agrees that Buyer's employment of a Key Employee shall not constitute a breach of any noncompetition agreement between such Key Employee and Seller. Seller agrees to (i) cooperate with Buyer in Buyer's recruitment of the Key Employees, (ii) terminate the employment of the Key Employees who have agreed to become employees of Buyer with Seller at the Closing and to pay any and all Liabilities relating to such termination, including, without limitation any payments and benefits due such Key Employees pursuant to accrued salary and wages, pension, retirement, savings, health, welfare and other benefits and severance payments or similar payments of the Key Employees under any Seller plans, policies or practices, including accrued vacation and LMP (iii) provide to each Key Employee any notice (which notice shall defend be reasonably acceptable to Buyer) required under any law or regulations in respect of such termination including , without limitation COBRA. Buyer will offer to such Key Employees as part of its recruitment thereof cash compensation and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing stock option grants pursuant to accept the offered employment Buyer's stock plans in each case in accordance with BuyerSchedule 8.11, and Buyer will give due regard to such employees’ benefits from their prior employerparticipation in Buyer's 1994 Employee Stock Purchase Plan, so long as such employees meet all eligibility requirementsBuyer's 401(k) Plan and other benefit plans and policies, including any probationary period; provided that, notwithstanding anything life and health insurance and vacation benefits in this Agreement each case subject to the contraryterms and conditions of each such plan. For purposes of satisfying the terms and conditions of such plans and policies of Buyer, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected give full credit for previous service by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance the Key Employees with the provisions Seller under such Seller's comparable employee benefit plans, including but not limited to vacation and sick leave pay, and a 401(k) savings plan (for purposes of the Workers Adjustment eligibility to participate, early commencement of benefits and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyervesting).

Employee Matters. (ia) Seller shall terminate or take all appropriate action Subject to the exclusions set forth in connection this Section 5.04, Buyer may communicate (after consulting with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s management of S&W) with any employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans Seller and may offer, or cause its Affiliates to any personoffer, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable employ as of the Closing Date all active employees of Sellers working at the Business on the Closing Date to “covered whom Buyer, in its sole discretion, may choose to make offers of employment, all in the manner and upon terms and conditions of employment which are generally comparable to similarly situated employees of Buyer. It is the intent of Buyer to make offers of employment to substantially all of Sellers' operating employees” . Employees employed under Employee Agreements in place as of March 31, 2000 or “qualified beneficiaries” entitled authorized as set forth on Schedule 5.04 (the "Employee Agreements") will not be offered employment pursuant to “continuation coverage” (as those this Section 5.04, but such Employee Agreements shall become Assumed Contracts whether or not the employees employed thereunder become employed by Buyer or any of its Affiliates and employment of any employees employed thereunder by Buyer or any of its Affiliates shall be governed by the terms are defined in Section 4980B of the Code) regardless Assumed Contracts relating to such employees. Buyer shall give all Hired Employees credit for their vacation and holiday accumulations to the extent the same constitute Assumed Liabilities. Sellers acknowledge that all employment offers are subject to the satisfactory completion by Buyer of when services were rendered its customary employee background checks. Nothing contained in this Section 5.04 or elsewhere in this Agreement shall be deemed to limit or otherwise affect in any manner the right of Buyer or any Affiliate of Buyer to terminate at will the employment of any Hired Employee (except as otherwise provided in Assumed Contracts with such employees). Sellers shall be responsible for and pay any and all liabilities or obligations arising under the WARN Act, if any, arising out of or resulting from layoffs of employees prior to Closing and/or the consummation of the Transaction, and Sellers shall remain liable for any and all costs and expenses incurredassociated with continued employment, or termination and severance, of all employees of Sellers other than the Hired Employees and employees with respect to whom Buyer shall assume any liabilities under the Employee Agreements, including any obligation imposed on Sellers or Buyer to provide such employees with continued health, disability, life or other retirement benefits (whether covered by insurance or not). By ClosingBuyer shall not, Seller shall pay all wages due Seller’s employees as of at any time prior to 90 days after the Closing Date, without complying fully with the notice and other requirements of the WARN Act, effectuate (i) a "plant closing" as defined in the WARN Act affecting any site of employment or one or more facilities or operating units within any site of employment of the Business; or (ii) a "mass layoff" as defined in the WARN Act affecting any site of employment of the Business; or any similar action under applicable state or foreign law requiring notice to employees in the event of a plant closing or layoff. At ClosingIn addition, Buyer shall assume Seller’s hereby agrees to indemnify and hold Sellers harmless from and against any and all claims, losses, damages, expenses, obligations for payment and liabilities (including costs of unused vacationcollection, paid time off, holiday pay, sick pay attorney's fees and other costs of defense) which Sellers may incur in connection with any suit or claim of violation brought against Sellers under the WARN Act or any similar compensation accrued state or foreign law, which relates to those employees actions taken by Buyer after the Closing Date with regard to any site of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees employment or one or more facilities or operating units within any site of Seller to the extent employment of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by BuyerBusiness.

Employee Matters. (i) Seller shall terminate or take all appropriate action Buyer shall, as of the Closing Date, ---------------- undertake the following commitment in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 operation of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due Hospital. Schedule 11.1 sets forth a list of all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B employees of the Code Hospital and Sections 601-608 their job descriptions. Subject to the terms of ERISA) attributable this Section, Buyer agrees to employ immediately after Closing substantially all the employees of the Hospital as of the Closing Date and to “covered employees” or “qualified beneficiaries” entitled submit to “continuation coverage” Seller at least three (as those terms are defined in Section 4980B 3) business days prior to Closing a list of the Code) regardless of when services were rendered or expenses incurred. By Hospital's employees that Buyer shall not employ following Closing; provided, Seller shall pay all wages due Seller’s employees however, as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment employ such number of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those the employees of Seller which are retained by Buyer, the Hospital and Buyer shall receive retain for a credit against period of ninety (90) days following the Purchase Price for Closing Date such amounts. Buyer number of Seller's employees at the Hospital as shall be responsible necessary to satisfy avoid any potential liability by Seller for a violation of the Workers Adjustment Retraining and Notification Act (the "Warn Act") (or any similar law of the State of Arkansas) attendant to Seller's failure to notify such amounts employees of a "mass layoff" or "plant closing" as defined in the Warn Act (or any similar law of the State of Arkansas). For purposes of determining Buyer's compliance with the foregoing provision, employees terminated by Seller during the period of ninety (90) days immediately prior to the former employees Closing Date, all of Seller to the extent of the credit received providedwhom are listed in Schedule 11.1, however Buyer shall not be liable for taken into consideration and Buyer's indemnification shall not extend to any such amounts that are disputed or in excess Warn Act violations resulting from the aggregation of the credit given at the pre-Closing and Seller and LMP shall defend Closing Date terminations of employment by Seller. Buyer agrees to indemnify and hold Buyer Seller harmless for such disputed amounts. from and against any liability asserted against Seller shall terminate its employees on under the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing Warn Act as a result of Buyer's failure to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance comply with the provisions of the Workers Adjustment and Retraining Notification ActWarn Act as of or after the Closing Date or Buyer's failure to comply with the provisions of this Section 11.1. Nothing herein contained shall be deemed either to affect or to limit in any way the management prerogatives of Buyer with respect to employees, 29 U.S.C. §2101-2109, if applicable. The foregoing does not or to create or to grant to such employees any third party beneficiary rights or claims or causes of Seller’s individual employees a right action of employment by Buyerany kind or nature.

Employee Matters. (ia) Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees No later than twenty (“Plans”), 20) days prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees provide Buyer with a revised Business Employee Data List (including the list of Business Employees) which is current as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amountsthat date. Buyer shall be responsible make offers of employment to satisfy such amounts to the former employees a minimum of Seller to the extent eighty percent (80%) of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long Business Employees (as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole discretion), commencing on the Closing Date. No later than ten (10) days prior to the Closing, Buyer shall provide Seller with a list of those Business Employees who have received and absolute discretion) so that accepted offers of employment with Buyer commencing on the Closing Date (each such Business Employee, a “Continuing Employee”). The terms and conditions of the salary (or hourly wage rate, as applicable), other compensation opportunities and/or benefits included in such offers by Buyer to the Business Employees shall be the same as those provided to similarly-situated employees of Buyer and Seller will be in compliance with the provisions its Affiliates as of the Workers Closing Date; provided that such terms and conditions of the salary (or hourly wage rate, as applicable), compensation opportunities and/or benefits included in such offers by Buyer to the Business Employees shall be of sufficient level so as to not trigger any obligations or liability for notice pay or otherwise arising under the Worker Adjustment and Retraining Notification Act (the “WARN Act”). Seller or its Affiliates shall make all Business Employees reasonably available for interview by Buyer and its Affiliates and shall not take any action (and shall cause its Affiliates not to take any action) to dissuade any Business Employee from accepting any offer of employment from Buyer or one of its Affiliates. Each offer of employment shall be in writing and is expressly subject to satisfaction of Buyer’s standard on-boarding process and procedures, 29 U.S.C. §2101including, but not limited to, pre-2109employment drug testing and background check procedures. Immediately prior to Closing, if applicable. The foregoing Seller shall cause to be terminated the employment of each Continuing Employee who has received and timely accepted an offer of employment with Buyer in accordance with this Section 10.4(a) In the event any Key Employee is not offered employment by Buyer in accordance with this Section 10.4(a) and does not grant become a Continuing Employee, Buyer shall pay to Seller within ten (10) Business Days following the Closing Date an amount equal to six (6) months of such Key Employee’s then-current annual base salary. Notwithstanding the foregoing, Buyer shall not assume any of Seller’s individual employees a right of employment by Buyerother obligations under any severance/retention agreement with any Company, AEC Subsidiary, Seller or Seller Parent Guarantor or under any other EMES Employee Benefit Plan with respect to the Key Employee(s) or any other Business Employee.

Employee Matters. (ia) At least 30 days’ prior to Closing, Seller will provide a list of every employee and independent contractor of Seller it recommends be retained by Purchaser. Purchaser may make offers of employment to certain employees and independent contractors of Seller as Purchaser shall determine. Such offers of employment shall be made with a salary, bonus opportunity and benefits package on such terms as Purchaser may prescribe in its discretion. Such employees and independent contractors shall not commence employment with Purchaser until the Closing Date. Those employees and independent contractors who accept Purchaser’s employment offer and who report for duty on the Closing Date are collectively referred to as “Transferred Employees”. Nothing in this Agreement shall obligate Purchaser to maintain Seller’s employment terms or any Transferred Employee’s employment for any period of time. Seller shall cooperate with Purchaser’s efforts to employ and retain any such employees and independent contractors. At the Closing, Seller shall terminate those employees and independent contractors who accept employment with Purchaser and waive, for the benefit of Purchaser, any and all restrictions in any oral or take all appropriate action in connection written agreement with pensionany Transferred Employee, profit sharing and health and welfare benefit plans, if any, that are applicable relating to noncompetition with Seller and/or Seller’s employees (“Plans”), prior subsequent to or at Closing, so that Buyer will have no responsibility or liability or obligation termination of any nature under Plans employment therewith. Any confidentiality agreements with Transferred Employees shall be assigned to any person, firm or corporation whatsoeverPurchaser. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunderPurchaser does not assume, and Seller shall be fully responsible for, the payment of any severance or other benefits or payments related to or payable upon the termination of the employees or independent contractors of Seller, including any employees or independent contractors offered employment by Purchaser who fail to pay accept such employment offer or perform such liability any employees or obligation within five (5) days after Buyer’s written demandindependent contractors not offered employment by Purchaser, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporatedprovided, that are treated together with Seller as a single employer within the meaning Purchaser shall be responsible to each Transferred Employee for payment of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable accrued but unused vacation time as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of reflected on the Code) regardless of when services were rendered or expenses incurredClosing Date Balance Sheet. By Closing, Seller shall pay be responsible for compliance with all wages due Applicable Laws relating to the termination by Seller of Seller’s employees as of at or prior to the Closing Dateincluding the Worker Adjustment and Retraining Notification Act (“WARN”); provided however that if Seller recommends to Purchaser the retention of sufficient numbers of employees such that the provisions of WARN are not triggered (i.e., no “mass layoff” under WARN if Purchaser hires all employees so recommended), then Purchaser shall be responsible for compliance with WARN if the provisions of WARN are in fact triggered by Purchaser’s actions. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be certify the number of employees terminated or laid off in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant 90 days prior to any of Seller’s individual employees a right of employment by BuyerClosing.

Employee Matters. (ia) Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have By no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of later than the Closing Date Date, Buyer shall offer employment to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B substantially all of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s Sellers’ employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations have no Liability for payment of unused vacation, paid time off, holiday any pay, sick pay benefits, or similar claims of any Transferred Employees earned or accrued prior to the Closing Date. Each employee of Sellers or the Mexican Entities who is not a Transferred Employee, including those who are not active employees as of the Closing Date, shall remain the sole responsibility of Sellers and other similar compensation accrued the Mexican Entities, as applicable. Buyer shall have no obligation to those provide any severance, payments, or benefits to any employees of Seller which Sellers or the Mexican Entities, other than the Transferred Employees unless otherwise set forth in this Agreement. Sellers acknowledge that Sellers are retained alone responsible for (i) issuing, serving, and delivering all orders and notices required, if any, pursuant to applicable Laws, in connection with the termination of employees or contractors, and (ii) any financial obligations and Liabilities in connection therewith or otherwise required in connection with the termination of such employees or contractors. From and after the Closing Date, Sellers and their Subsidiaries shall, except to the extent otherwise expressly provided in this Agreement, retain and be solely responsible for all obligations and liabilities with respect to the employment of all employees of Sellers and their Subsidiaries prior to the Closing Date. Sellers and their Subsidiaries shall be responsible for providing any notice required pursuant to the WARN Act or the Mexican Federal Labor Law (Ley Federal de Trabajo), as applicable, with respect to a layoff or “plant closing” (i.e., a closing of Sellers’ facilities to the extent deemed to have occurred by Buyerthe WARN Act) relating to the Business that occurs prior to or on the Closing Date, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts for providing any notice required pursuant to the former employees of Seller WARN Act, or the Mexican Federal Labor Law (Ley Federal de Trabajo), as applicable, with respect to a layoff or “plant closing” effectuated by Buyer relating to the extent of the credit received provided, however Buyer shall not be liable for any such amounts Business that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on occurs after the Closing Date. Provided Notwithstanding the Closing takes placeforegoing, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement Section 7.2(d) shall apply to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by BuyerMexico Transferred Employees.

Employee Matters. (ia) From and after the Closing, Purchaser shall comply with, or shall cause the Companies and the Companies’ Subsidiaries to comply with, in accordance with their terms, the Affected Benefit Plans (or, in the case of a Seller Benefit Plan, the portion thereof transferred pursuant to this Section 7.1) and assume, or shall terminate or take cause the Companies and the Companies’ Subsidiaries to assume, all appropriate action in connection with pensionof the Seller’s, profit sharing Companies’ and health and welfare benefit plans, if any, the Companies’ Subsidiaries’ Liabilities that are applicable attributable to the contributions or contribution histories assumed by the Purchaser with respect to Affected Employees and Former Seller and/or Seller’s employees (“Employees relating to the Companies Multiemployer Plans and Companies Multiemployer Welfare Benefit Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered any such Liability arises or expenses is incurred. By ClosingNotwithstanding the foregoing or any other provision of this Agreement, the terms and conditions of employment, including compensation and benefits, applicable to any Affected Employee who is covered by a Collective Bargaining Agreement shall be governed by the terms of the applicable Collective Bargaining Agreement and/or the federal labor Law. Purchaser shall be responsible for causing the Companies and the Companies’ Subsidiaries to satisfy all Liabilities related to Affected Employees, Former Seller shall pay all wages due Seller’s employees as of Employees, Affected Benefit Plans (with respect to the portion thereof transferred pursuant to this Section 7.1), and Companies Multiemployer Welfare Benefit Plans, whether such Liabilities relate to periods prior to, on or after the Closing Date. At ClosingWith respect to each Companies Multiemployer Plan and each other Multiemployer Plan to which contributions are required to be made under a Collective Bargaining Agreement identified on Schedule 4.20(a)(i), Buyer as well as any other Collective Bargaining Agreement or predecessor collective bargaining agreement attributable to the Business: (1) Purchaser agrees that it shall assume Seller’s obligations for payment be allocated the contribution histories with respect to (A) Affected Employees and Former Seller Employees of unused vacationthe Companies, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyereach Companies Subsidiary, and Buyer shall receive the Seller relating to the Business, and (B) any other individual who performed services for the Companies, a credit against Companies’ Subsidiary or the Purchase Price Seller relating to the Business if for the period during which such amounts. Buyer individual performed services for the Companies, a Companies’ Subsidiary or the Seller relating to the Business, contributions are or were required to be made with respect to a Companies Multiemployer Plan or other Multiemployer Plan to which contributions are or were required to be made under a Collective Bargaining Agreement identified on Schedule 4.20(a)(i), or any other Collective Bargaining Agreement or predecessor collective bargaining agreement attributable to the Business; and (2) Purchaser covenants that the obligation to contribute the contributions required to be made to any such Multiemployer Plan shall be responsible continued without interruption in the manner required under Section 4218 of ERISA to satisfy such amounts prevent the occurrence of a “withdrawal” by reason of the transactions contemplated under this Agreement. Subject to the former employees of Seller foregoing, nothing in this Section 7.1, expressed or implied, shall be construed to prevent the Purchaser from terminating or modifying to any extent or in any respect, any Affected Benefit Plans (subject to the extent of terms thereof) or any other benefit plan that the credit received provided, however Buyer shall not be liable for any such amounts that are disputed Purchaser may establish or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyermaintain.

Employee Matters. (ia) Seller The Buyer shall terminate initially continue the employment of those employees who are employed by the Acquired Companies on the Closing Date (the “Employees”) (including those employees on leave of absence, vacation or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off otherwise absent from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliatework on the Closing Date). Seller (including all employersNotwithstanding the foregoing, whether or not incorporated, that any Employees who are treated together with Seller as on a single employer within the meaning leave of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable absence as of the Closing Date to (the “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B LOA Employees”) shall remain eligible for life insurance and disability benefits under the Benefit Plans of the Code) regardless Seller in accordance with the terms of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of such plans in effect immediately prior to the Closing Date. At ClosingUpon the return to active employment of any LOA Employee within one hundred fifty (150) days following the Closing Date (or, if longer, within any period during which such LOA Employee has a statutory right to re-employment), such LOA Employee shall be eligible for the applicable disability and life insurance plans of the Buyer and its Affiliates effective as of the date of such return to work (the “Return Date”). Within ten (10) Business Days after the Return Date, the Buyer shall assume provide a written notice to the Seller that the applicable LOA Employee has returned to work and that specifies such LOA Employee’s Return Date (a “Return Notice”). Promptly upon receipt of the Return Notice, the Seller shall provide to the Buyer a written notice specifying the LOA Amount for such LOA Employee (a “Return Amount Notice”), which the Buyer shall pay to the Seller within ten (10) Business Days of the Buyer’s receipt of the Return Amount Notice. Any disability or life insurance claims of any LOA Employee who does not return to active employment with the Buyer within one hundred fifty (150) days following the Closing Date (or, if longer, within any period during which such LOA Employee has a statutory right to re-employment) shall remain the responsiblity of the Seller’s obligations for payment of unused vacation. The Parties acknowledge and agree that this Section 7.15(a) shall not apply to workers’ compensation claims, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees subject of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by BuyerSection 7.15(d).

Employee Matters. Schedule 4.15 sets forth the name, title and employer of each employee of the Company and the Company Subsidiaries and each employee of the Seller and its Affiliates who is assigned to the Company or any Company Subsidiary as of the date hereof. Schedule 4.15 sets forth a list of each Employee Benefit Plan sponsored, maintained or contributed to or required to be contributed to by the Seller, the Company or any Company Subsidiary applicable to such employees. Each such plan that is an Employee Pension Benefit Plan or an Employee Welfare Benefit (iother than any Multiemployer Plan) Seller shall terminate has been operated in compliance with its written terms and the applicable provisions of ERISA and the Code (including plan qualification requirements under the Code, where applicable). Except as disclosed on Schedule 4.15, neither the Company nor any Company Subsidiary has incurred any material liability for any violation of Title I of ERISA nor any material liability under Title IV of ERISA, in each case, that remains unpaid, other than liability for premiums to the Pension Benefit Guaranty Corporation for the current Plan Year; no lien has been imposed under Section 412(n) of the Code; the Company and the Company Subsidiaries have complied in all material respects with all obligations under Section 4980B of the Code; and neither the Company nor any Company Subsidiary has engaged in any Prohibited Transaction under Section 406 of ERISA or take all appropriate action Section 4975 of the Code for which full correction has not been made. Except as disclosed on Schedule 4.15, there are no pending or, to the Seller's Knowledge, threatened, claims, actions, suits, proceedings, hearings, examinations or investigations involving the Employee Benefit Plans disclosed on Schedule 4.15 (other than routine claims for benefits) that would reasonably be expected to have a Material Adverse Effect. The Company and the Company Subsidiaries have not incurred, and do not reasonably expect to incur, any material liability that has not been satisfied in connection with pension, profit sharing any Multiemployer Plans disclosed on Schedule 4.15 on account of "complete withdrawal" or "partial withdrawal" as such terms are respectively defined in Sections 4203 and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation 4205 of any nature under Plans to any person, firm or corporation whatsoeverERISA. If any applicable law provides that Buyer is or will be liable for any liability or obligation No payment under any Plan despite Seller’s contractual liability for such liability Employee Benefit Plan, incentive compensation plan or obligation hereunder, and Seller fail employment agreement made by the Company or any Company Subsidiary incident to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer the transactions contemplated hereunder will constitute an "excess parachute payment" within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA280G(b) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless . With the exception of when services were rendered or expenses incurred. By ClosingTibor Jozsa, Seller shall pay all wages due Seller’s employees as of no Employee is covered by the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but UTT Nevada Severance Plan xxx Xxxxx Jozsa is not obligated to, employ Seller’s employees who are willing to accept covered by the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by BuyerExelon Corporation Severance Benefxx Xxxx.

Employee Matters. (ia) Beginning as of the date as of which this Agreement has been fully executed by the parties, as reflected by the dates on the signature page hereof (the “Execution Date”), through the Effective Time and for 6 months thereafter, to the extent Purchaser advertises any position at the Banking Center, Purchaser shall interview any employees employed by Seller at the Banking Center as of the Effective Time who apply for such position. If Purchaser elects to offer employment to any one or more of such employees (each, a “Hired Employee”), then, notwithstanding any gap in employment between the Effective Date and the date Purchaser hires a Hired Employee, the Hired Employee shall terminate or take all appropriate action in connection receive full credit for his prior service with pensionSeller under Purchaser’s benefit plans and policies, profit sharing including Purchaser’s vacation and health sick leave policies (but excluding Purchaser’s qualified and welfare benefit nonqualified pension plans, if any), that are applicable to the same extent as if such service had been with Purchaser. Neither Seller and/or nor Purchaser shall, however, be hereby obligated to compensate any Hired Employee for any period between the Effective Date and the date Purchaser hires such employee. In addition, the Purchaser agrees to begin the employment of any Hired Employee no earlier than the day after the Effective Date. With respect to Purchaser’s qualified and nonqualified pension plans, Hired Employees shall also receive full credit for prior service with Seller (as reflected on Seller’s employees (“Plans”)personnel records for each such Hired Employee) for purposes of determining their participation eligibility and vesting rights to the same extent as if such service had been with Purchaser. Benefits under Purchaser’s pension plans for any Hired Employee shall be determined solely with reference to service with Purchaser. Notwithstanding any contrary provisions hereof, prior to or at Closing, so that Buyer will Purchaser shall have no responsibility or liability or obligation of any nature under Plans hereunder to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyeranyone.

Employee Matters. Sellers have ceased production of bread products under the Purchased Trademarks and have terminated the employment of all Employees located at Sellers’ plants at which such bread products were produced, other than any such Employees necessary for purposes of providing the cleaning and other plant closing activities. Sellers will retain and be solely responsible for all Liabilities that relate to any Employee’s employment with any Seller Entity and, if applicable, their termination of employment from any Seller Entity, including all such Liability arising under the WARN Act, any CBAs, the Employee Benefit Plans or the Multiemployer Plans or otherwise and including any Liabilities to Employees arising from the effect of, or in any way related to, the sale of the Purchased Assets on Employees. Without limiting the generality of the foregoing, Purchaser will have no Liability whatsoever under the WARN Act based on actions taken at or before the Closing, any CBA, the Employee Benefit Plans or the Multiemployer Plans (i) Seller shall terminate including for unpaid contributions or take all appropriate action withdrawal Liability in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”any of the forgoing whether such Liability arises before or after the Closing), prior to nor will Purchaser become a participating employer in, or at Closingmake contributions to, so that Buyer any such Employee Benefit Plans or the Multiemployer Plans. Purchaser will have no responsibility obligation to employ or liability to consider employing any Employee on or obligation of any nature under Plans to any person, firm or corporation whatsoeverafter the Closing. If any applicable law provides that Buyer is or Employees are hired by Purchaser, Purchaser will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for obligated to provide any such amounts that are disputed particular level of compensation or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard benefits to such employees’ benefits from their prior employer, so long Employees except as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by BuyerPurchaser may otherwise agree.

Employee Matters. (i) Seller shall terminate or take all appropriate action in connection with pensionThere is no pending, profit sharing and health and welfare benefit plansnor have the ----------------- Offices experienced since January 1, if 2001 any, that material labor dispute, strike or organized work stoppage and, to the knowledge of SELLER, there is no threatened material labor dispute, strike or organized work stoppage against the Offices. To the knowledge of SELLER, no union organizing activities are applicable in process or have been proposed or threatened involving any Transferred Employees not presently organized, and no petitions have been filed or, to Seller and/or Seller’s employees (“Plans”)the knowledge of SELLER, prior have been threatened or proposed to be filed, for union organization or at Closingrepresentation of Transferred Employees not presently organized. To the knowledge of SELLER, so that Buyer will have no responsibility or liability or obligation none of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer the Transferred Employees is or will be liable for any liability or obligation represented under any Plan despite Seller’s contractual liability for collective bargaining agreement relating to such liability employee's employment with SELLER. There are no pending disputes involving the SELLER and any current or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 former employee of the Code orOffices nor, where appropriateto SELLER's knowledge, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage such disputes threatened in writing. To the extent required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closingby law, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer SELLER shall assume Seller’s obligations have provided all required notifications under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") to all employees of SELLER at the Offices who are covered under SELLER's group health plans and to all other persons who became "qualified beneficiaries" under COBRA with respect to any group health plans maintained by SELLER for payment of unused vacationits employees, paid time off, holiday pay, sick pay and SELLER shall have provided any required COBRA coverage to all such former employees and other similar qualified beneficiaries of SELLER who elect COBRA coverage within the time period specified by COBRA and the regulations promulgated thereunder. The information regarding employee compensation accrued and benefits made available by SELLER to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent BUYER is correct in all material respects as of the credit received provideddate so provided and, however Buyer shall not upon appropriate updating and revision, will be liable for any such amounts that are disputed or in excess true and correct as of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyer.

Employee Matters. (ia) Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within No less than five (5) business days after Buyer’s written demandprior to Closing, then Purchaser will offer all employees of Seller, other than those listed on Schedule 7.6, employment with Purchaser following the Closing on terms no less favorable in addition the aggregate than exist for such employees prior to any other remedies availablethe Closing Date, subject to such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller employees executing a standard offer letter and nondisclosure agreement as a single employer within condition to employment. Such employees shall not commence employment with Purchaser until the meaning of Section 414 of the Code or, where appropriate, SellerClosing Date. Those employees who accept Purchaser’s health employment offer and welfare benefit plans that are “group health plans” will retain liability who report for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of duty on the Closing Date are collectively referred to as “covered Hired Employees”. Nothing in this Agreement shall obligate Purchaser to maintain Seller’s employment terms or any Hired Employee’s employment for any period of time except insofar as shall be required by any agreement identified in Schedule 7.6. Seller shall cooperate with Purchaser’s efforts to employ and retain any such employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of . At the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay terminate those employees who accept employment with Purchaser and waive, for the benefit of Purchaser, any and all wages due Seller’s employees restrictions in any oral or written agreement with any Hired Employee, relating to noncompetition with Seller subsequent to termination of employment therewith. Any confidentiality agreements with Hired Employees shall be assigned to Purchaser. Except as of set forth on Schedule 7.6 and also reflected on the Estimated Closing Date. At ClosingDate Balance Sheet, Buyer Purchaser does not assume, and Seller shall assume Seller’s obligations for be fully responsible for, the payment of any severance, accrued but unused vacation, paid time off, holiday pay, sick pay vacation and other similar compensation accrued benefits or payments related to those employees or payable upon the termination of any employees, if applicable. Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts for compliance with all Laws relating to the former employees of termination by Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with at or prior to the provisions of Closing including the Workers Worker Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant At Closing, Seller will certify to Purchaser in writing the number of employees terminated or laid off in the ninety (90) days prior to Closing. After Closing, Purchaser shall be responsible for compliance with WARN if in fact WARN provisions are triggered by Purchaser’s actions, however if WARN is triggered due to a misrepresentation by Seller of the number of employees terminated or laid off by Seller in the 90 days prior to Closing, Seller shall be responsible for any of Seller’s individual employees a right of employment WARN compliance required by Buyerstate or federal law.

Employee Matters. (a) As of 11:59:59 PM on the Closing Date, Seller shall terminate all employees who are in its employ on that day (including any such employees who are on medical disability or leaves of absence and who worked at Parkside immediately prior to such disability or leave) (collectively, the “Employees”). As of the Closing, Buyer or New Operator shall offer to employ, on an “at will” basis, at least the minimum number of Seller’s Employees (including any Deemed WARN ACT Employees, as defined below), upon such terms of employment, as necessary so as not to cause Seller to violate the WARN Act (defined below) in connection with the transition of the ownership of Seller from Seller to Buyer at the Closing, provided however, that if Buyer or New Operator elect to hire any Seller Employees who are (i) receiving worker’s compensation benefits and (ii) identified on the Employee Schedule under the heading “Seller WC Employees” then Buyer and New Operator shall terminate or take (and automatically be deemed to have assumed) assume all appropriate action in connection liability for periods after Closing with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans respect to any personclaims for medical disability, firm leaves of absence, worker’s compensation claims or corporation whatsoeverworker’s compensation benefits with respect to such Persons. If any applicable law provides Buyer agrees and acknowledges that Buyer is the purchase of the Assets constitutes the sale of one or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer more businesses within the meaning of Section 414 the WARN Act and the rules and regulations promulgated thereunder. Buyer further agrees and acknowledges that for purposes of the Code orWARN Act, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits any person who is an employee of Seller (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided other than Part-time Employees as defined under Section 4980B of the Code and Sections 601-608 of ERISAWARN Act) attributable at the Owned Real Property as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” ninety (as those terms are defined in Section 4980B 90) days prior thereto (which earlier date shall constitute the effective date of the Codesale within the meaning of the WARN Act) regardless shall be considered an employee of when services were rendered Buyer immediately after the Closing for purposes of the WARN Act and this Section 10.10(a) (a “Deemed WARN Act Employee”). Buyer further agrees and acknowledges that Buyer is responsible for all applicable notices under the WARN Act, if any, due to Buyer’s failure to comply with its obligations under this Section 10.10. Nothing herein shall be deemed to create or expenses incurredgrant to any employees of Seller third party beneficiary rights or claims of any kind or nature. By Buyer or New Operator shall hire as of the Closing, on an “at will” basis, each Employee who elects to accept employment with Buyer or New Operator (all of such Employees who accept employment with Buyer or New Operator, whether as an employee or independent contractor, being herein referred to as the “Hired Employees”). Seller shall pay cooperate with Buyer and provide reasonable access to the Employees at a mutually agreed date no more than thirty (30) days prior to the Closing Date for the purpose of allowing Buyer or New Operator to obtain from such Employees all wages due Seller’s employees information reasonably desired by Buyer or New Operator in order for Buyer or New Operator to complete its or their onboarding process for the Hired Employees. As soon as reasonably practicable, but in all events within two (2) Business Days after Closing, Buyer or New Operator shall place all Hired Employees, effective as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment under employee benefit plans of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed New Operator or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amountsan Affiliate thereof. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing makes no representation or warranty whatsoever with respect to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected information obtained by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance or New Operator from any Hired Employee or from any third Person with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant respect to any of Seller’s individual employees a right of employment by BuyerHired Employee.

Employee Matters. (ia) In furtherance of Seller’s obligations under Section 2(a), during the period from the date hereof until March 31, 2010 (the “Employment Term”), Seller shall terminate or take dedicate exclusively to Purchaser for use in the Business, each employee of the Business employed by Seller immediately prior to the Closing (the “Business Employees”), subject to, and in accordance with, the terms of this Section 5 (the “Employment Services”). Each Business Employee shall in all respects continue as a common-law employee of Seller while rendering Employment Services for Purchaser under the terms of this Agreement, and the Business Employees shall work for Purchaser under the overall supervision and control of Seller; provided, however, that by this Agreement, Seller delegates to Purchaser the authority to make day-to-day project and task assignments with respect to the Business Employees. During the Employment Term, Seller shall remain responsible for the payment of the Business Employee’s compensation and withholding the appropriate action income and employment taxes, the payment of all federal, state, territorial and local employment taxes, providing workers’ compensation coverage for the Business Employees, the payment of any obligations in connection with pension, profit sharing and health and welfare respect of any benefit plans, if any, programs or policies that are applicable to Seller and/or Seller’s employees (“Plans”), prior to sponsored or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off maintained from time to time from by Seller and in which the Business Employee participates, and the payment of any amount Buyer (or its affiliate) owes obligations in respect of any employment agreement between Seller (or its affiliate)and the Business Employee. Seller (including all employersIn addition, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Business Employees shall remain subject to Seller’s health policies and welfare benefit plans that are “group health plans” will retain liability for other procedures in effect from time to time with respect to its employees, including, without limitation, those relating to the workplace, harassment, discrimination, and will pay when due other conditions of employment. Purchaser shall, through its on-site managers, assure compliance with applicable wage and hour laws, including meal breaks and time sheet processes in accordance with Seller’s policies and procedures. During the Employment Term, Seller shall maintain with respect to the Business Employees all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation insurance coverage required to be provided under Section 4980B of the Code maintained for employees, including without limitation, worker’s compensation insurance, COBRA coverage, disability insurance and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closingunemployment insurance, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received providedrequired under applicable local, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyerstate, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything federal laws in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer jurisdictions in its sole and absolute discretion) so that Buyer and Seller will be in compliance with which the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by BuyerBusiness Employees are employed.

Employee Matters. (ia) Seller From and after the Closing, Purchaser shall terminate comply with, or take shall cause the Company to comply with, the portion of the Affected Benefit Plans transferred pursuant to this Section 7.1 and assume, or shall cause the Company to assume, all appropriate action in connection with pension, profit sharing of Seller’s and health and welfare benefit plans, if any, the Company’s Liabilities that are applicable attributable to Seller and/or Seller’s employees (“the contributions or contribution histories assumed by Purchaser with respect to Affected Employees and Former Affected Employees relating to the Company Multiemployer Plans and Company Multiemployer Welfare Benefit Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered any such Liability arises or expenses is incurred. By ClosingNotwithstanding the foregoing or any other provision of this Agreement, Seller the terms and conditions of employment, including compensation and benefits, applicable to any Affected Employee who is covered by a Collective Bargaining Agreement shall pay be governed by the terms of the applicable Collective Bargaining Agreement and/or the federal labor Law. Purchaser shall be responsible for causing the Company to satisfy all wages due Seller’s employees as of Liabilities related to Affected Employees, Former Affected Employees (but only with respect to the Liabilities specifically assumed by Purchaser under this Section 7.1), Affected Benefit Plans (with respect to the portion thereof transferred pursuant to this Section 7.1), and Company Multiemployer Welfare Benefit Plans, whether such Liabilities relate to periods prior to, on or after the Closing Date. At ClosingWith respect to each Company Multiemployer Plan to which contributions are required to be made under a Collective Bargaining Agreement identified on Schedule 4.18(a), Buyer or predecessor collective bargaining agreement attributable to the Business: (1) Purchaser agrees that it shall assume Seller’s obligations for payment be allocated the contribution histories with respect to (A) Affected Employees and Former Affected Employees of unused vacation, paid time off, holiday pay, sick pay the Company and other similar compensation accrued Seller relating to those employees of Seller which are retained by Buyerthe Business, and Buyer shall receive (B) any other individual who performed services for the Company or Seller relating to the Business if for the period during which such individual performed services for the Company or Seller relating to the Business, contributions are or were required to be made with respect to a credit against Company Multiemployer Plan under a Collective Bargaining Agreement identified on Schedule 4.18(a), or predecessor collective bargaining agreement attributable to the Purchase Price for Business; and (2) Purchaser covenants that the obligation to contribute the contributions required to be made to any such amounts. Buyer Multiemployer Plan shall be responsible continued without interruption in the manner required under Section 4218 of ERISA to satisfy such amounts to prevent the former employees occurrence of Seller to the extent a “withdrawal” by reason of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in transactions contemplated under this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by BuyerAgreement.

Employee Matters. (ia) Seller shall terminate On or take all appropriate action in connection with pensionbefore the Closing Date, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that the Buyer will have no responsibility give offers of employment to each Employee identified on Schedule 6.8(a) (other than those Employees who are not actively employed due to short-term disability, long-term disability, workers compensation leave or liability approved leave of absence (collectively, the “LOA Employees”) and Non-Offer Employees, as defined below) which offer shall provide for employment at a level of base salary or obligation hourly wage at least equal to the that in effect as of any nature under Plans November 30, 2012 as previously disclosed to any person, firm or corporation whatsoeverBuyer and otherwise provide benefits on terms and conditions comparable to similarly situated employees of Buyer. If any applicable law provides that All offers of employment made by the Buyer is or pursuant to this Section 6.8(a) will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for conditioned in all respects on the occurrence of the Closing. The Buyer shall notify the Sellers in writing the names of the Employees identified on Schedule 6.8(a) who have accepted offers of employment with the Buyer. Each such liability or obligation hereunder, and Seller fail Person who becomes employed by the Buyer pursuant to pay or perform such liability or obligation within five (5this Section 6.8(a) days after Buyer’s written demand, then in addition is referred to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller herein as a single employer within “Transferred Employee.” Employment with the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to Buyer shall be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable effective as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” Effective Time for all Transferred Employees (except as those terms are defined in Section 4980B of described below). Notwithstanding the Code) regardless of when services were rendered or expenses incurred. By Closingforegoing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for required to make an offer of employment to an Employee whom the Buyer is prohibited from hiring by applicable Law or who otherwise fails any applicable screening and testing policies of Buyer (a “Non-Offer Employee”). If the Buyer determines that an Employee is a Non-Offer Employee, the Buyer will promptly notify the Sellers that such amounts that are disputed or in excess of Non-Offer Employee will not be offered employment with the credit given at Buyer. During the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on 180 day period following the Closing Date. Provided , the Closing takes placeBuyer shall offer employment to each LOA Employee upon his return from short-term disability, Buyer maylong-term disability or approved leave of absence within 10 Business Days of the expected return date of each LOA Employee from short-term disability, long-term disability or an approved leave of absence, but is not obligated toeffective as of, employ Sellerand conditioned upon, the commencement of active employment of such LOA Employee. A LOA Employee who receives and accepts an offer of employment from Buyer shall become a Transferred Employee effective upon the commencement of such LOA Employee’s employees who are willing to accept the offered active employment with Buyer, Buyer and Buyer will give due regard to such employees’ benefits from their shall be treated as an employee of the Sellers prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough commencement of Seller’s employees active employment for all purposes (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions including for purposes of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyerthis Section 6.8).

Employee Matters. (ia) Seller Purchaser shall terminate or take all appropriate action in connection have the right, but not the obligation, to offer employment, on an at will basis, with pensionsuch employment to commence effective on the Closing Date, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoeverall employees associated with the Business. If In no event shall Purchaser be obligated to hire or retain any applicable law provides that Buyer is or will be liable employee associated with the Business for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within period following the Closing. No later than five (5) days after Buyer’s written demandBusiness Days prior to the Closing, then in addition to any other remedies availablePurchaser and Sellers shall mutually agree upon a list of Sellers’ employees associated with the Business that Purchaser will offer employment (such listed employees, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliatethe “Business Employees”). Seller Upon reasonable request by Purchaser, the Sellers shall cooperate with and shall not impair Purchaser’s efforts to obtain the employment of such Business Employees. (including b) Sellers, at the time of Closing, shall terminate all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code orBusiness Employees and shall pay to all such Business Employees all amounts earned or accrued for wages, where appropriatecommissions, Seller’s health salaries, bonuses, holiday and welfare benefit plans that are “vacation pay, and past service claims as of (but not including) the Closing Date, and shall make and remit, for all periods through but not including the Closing Date, all proper deductions, remittances and contributions for employees’ wages, commissions and salaries required under all Contractual Obligations and Laws (including, without limitation, for health, hospital and medical insurance, group health life insurance, pension plans” will retain liability , workers’ compensation, unemployment insurance, income tax, FICA tax and the like) and, wherever required by such Contractual Obligations and/or Laws, all proper deductions and contributions from its own funds for such purposes, including making all matching contributions to the Sellers’ 401(k) plan(s) on account of any contributions made by the Business Employees prior to Closing and will for which matching contributions by Sellers have not yet been made, as required by Sellers’ 401(k) plan(s), if applicable, in each case with respect to the Business Employees. Sellers shall be responsible for all Liabilities arising out of or based upon such termination of the Business Employees, including, without limitation, any severance pay when due all benefits (including all liabilities and obligations for of Sellers or arising from any “COBRA” health care their Affiliates. For the avoidance of doubt, Sellers shall provide continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 Part 6 of Subtitle B of Title I of ERISA) attributable as , and any similar applicable state law, to each current and former employee of the Closing Date to Sellers associated with the Business, and each eligible beneficiary thereof, who has a “covered employees” or “qualified beneficiaries” entitled to “continuation coveragequalifying event” (as those terms are defined in Section 4980B 4980B(f)(3) of the Code) regardless of when services were rendered on or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of prior to the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent such continuation coverage is elected by such individual. (c) At the request of Purchaser prior to the Closing, Sellers shall continue their health care coverage for a period not to exceed the remainder of the credit received providedcalendar month in which the Closing occurs for those Business Employees hired by Purchaser. Sellers shall bear the insurance premiums for such period and Purchaser shall pay Sellers within five (5) Business Days of receiving any invoice or other statement the amount of such premiums and other liabilities, however Buyer obligations, costs and expenses incurred by Sellers arising out of or based upon such continued coverage for such Business Employees and shown on such invoice or other statement. (d) No provision of this Agreement shall not create any third party beneficiary rights in any Business Employee, or any beneficiary or dependent thereof, with respect to the compensation, terms and conditions of employment and benefits that may be liable for provided to such Business Employee by Purchaser or under any Employee Plan that Purchaser may maintain. No provision of this Agreement shall be deemed to be the adoption of, or an amendment to, any -38- employee benefit plan, as that term is defined in Section 3(3) of ERISA, or otherwise to limit the right of the Purchaser to amend, modify or terminate any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amountsemployee benefit plan. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyer7.8.

Employee Matters. Purchaser (ior an Affiliate of Purchaser) Seller shall terminate or take all appropriate action in connection with pension, profit sharing may interview and health and welfare benefit plans, if any, may offer employment that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation would commence not earlier than the date of any nature under Plans termination of the Facility Operating Agreement to any personemployee of the Facility Operator, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for on such liability or obligation hereunder, terms and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer conditions as Purchaser (or its affiliateAffiliate) owes Seller may reasonably determine, but except as provided below, Purchaser shall not be obligated to do so pursuant to this Agreement (any employee of the Facility Operator who accepts Purchaser’s or its Affiliate’s offer of employment is referred to herein as a “Transferred Employee”). Offers of employment to the Transferred Employees will include salary or wages at least equal to the salary and wages currently paid to those employees by the Facility Operator. All offers of employment will include benefits comparable to the benefits provided to similarly situated employees of Affiliates of Purchaser. Purchaser (or its affiliate)Affiliate, if applicable) will waive or cause to be waived all pre-existing coverage exclusions or limitations otherwise applicable under such plans to such Transferred Employees (and their eligible dependents) effective as of such hire date, to the extent allowed by such plans. Seller (including all employers, whether or not incorporated, hereby agrees that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees effective as of the Closing Date. At Closing, Buyer Seller shall assume Seller’s obligations for payment cause its applicable Affiliate(s) to terminate the employment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued each of the employees to those employees whom Purchaser offers employment under the terms of Seller which are retained by Buyerthis Agreement, and Buyer shall receive that for a credit against period of one year from the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Effective Date, neither Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to nor any of Seller’s individual employees a right of Affiliates will directly or indirectly recruit, solicit or otherwise induce or attempt to induce any such employee to make themselves unavailable for employment by BuyerPurchaser or its Affiliate or otherwise employ or seek to employ any such employee. If Purchaser has not hired (or does not have agreements to hire as of Closing) those employees that currently operate the Facility and that it deems necessary to operate the Facility from and after the Closing, then Purchaser and Seller will enter into a mutually acceptable transition agreement under which Seller (or its Affiliates) will provide operating services at the actual cost to Seller or its Affiliates (compensation of operating personnel plus the cost of benefits, administrative costs and the like) for a period of not less than six months.

Employee Matters. (ia) Seller After the Closing Date, Buyer shall terminate or take continue the employment of substantially all appropriate action the active employees of Trace Regional in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable good standing as of the Closing Date Date, subject to Buyer’s normal employment qualifications for employment, in positions and at compensation levels reasonably consistent with those being provided by Seller immediately prior to the Closing Date, provided that compensation is comparable with Buyer’s salary/wage scales (“covered employees” Retained Employees”). Nothing herein shall be deemed to create or “qualified beneficiaries” entitled grant to “continuation coverage” (as those terms are defined any such employees of Seller third-party beneficiary rights or claims of any kind or nature. Notwithstanding anything to the contrary in Section 4980B this Agreement, Xxxxx and Seller agree that Buyer shall continue employment of at least the Code) regardless minimum number of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, and upon such terms of employment, as necessary so as not to cause Seller or Seller to violate the WARN Act (defined below) in connection with the transition of the ownership of Seller from Seller to Buyer at the Closing. Buyer shall assume Sellerrecognize the Retained Employees’ accrued seniority with Seller for purposes of employee benefit plans to the extent allowed or authorized by terms, qualifications, and limitations of said plans, and to the extent that such recognition does not require retroactive funding by Buyer for time or seniority accumulated by an employee of Seller prior to Closing. Buyer and Seller agree that Seller shall retain for each Retained Employee such Retained Employee’s obligations for payment of accumulated and unused vacation, paid time off. Seller and Xxxxx shall agree on the dollar value of any unused paid time off accrued by Retained Employees prior to Closing, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, for paid time off obligations for such Retained Employees and Buyer shall receive a credit against dollar-for-dollar deduction from the Purchase Price in the amount of such paid time off assumed for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by BuyerRetained Employees.

Employee Matters. (ia) Seller shall will terminate or take employment of all appropriate action in connection with pensionof the Business Employees, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at effective as of the Closing, so and Buyer shall offer employment, effective as of the Closing, to substantially all of such Business Employees. Seller will use its best efforts to assist Buyer in hiring the Business Employees that Buyer wishes to hire. The terms of employment of any of the Business Employees hired by Buyer (a "Transferred Employee") shall be determined in Buyer's sole discretion; provided, however, that Buyer will have no responsibility provide Transferred Employees with employee benefit plans which, as of the Closing, are substantially similar, in the aggregate, to the employee benefit plans provided to employees of Buyer's subsidiary, Regal Manufacturing Company, Inc., other than 401(k)/profit sharing and vacation pay, incentive pay and other payroll practices, and that Buyer will provide full past service and seniority credit to the Transferred Employees for their service with Seller for purposes of the Transferred Employees' coverage under any employee benefit plans and policies which Buyer may provide to Transferred Employees. Nothing in this Agreement shall, or shall be construed to, limit Buyer's ability to terminate the employment of any employee or to amend or terminate any employee benefit plan. Except for vacation and sick pay of Transferred Employees, to the extent accrued and provided for in the calculation of Closing Value, as finally determined ("Assumed Employee Liabilities"), Buyer shall not assume any obligation or liability or obligation of any nature under Plans relating to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required Benefit Plan, commitment, undertaking, act or omission of Seller, any Affiliate of Seller or any of their respective Representatives with respect to be provided under Section 4980B the Business's Employees or any occupational injury or disease of the Code and Sections 601-608 any of ERISA) attributable as of Seller's employees occurring or existing on or prior to the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of collectively, other than the Code) regardless of when services were rendered or expenses incurredAssumed Employee Liabilities, "Employee Claims"). By Closing, Seller shall pay directly to each of its employees that portion of all wages due Seller’s employees benefits that has been accrued on behalf of that employee as of the Closing Date. At Closing, Buyer shall assume Seller’s including obligations for payment of unused vacationwith respect to accrued bonuses, paid time off, holiday incentive pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, travel and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyerentertainment expense reimbursement.

Employee Matters. (ia) Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as As of the Closing Date. At Closing, Buyer Purchaser shall, or shall assume Sellercause one of Purchaser’s obligations for payment of unused vacationAffiliates to, paid time off, holiday pay, sick pay and other similar compensation accrued offer employment to those employees of each Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent Employee identified in Section 5.5(a) of the credit received providedSeller Disclosure Letter, however Buyer shall not which Purchaser will deliver to Sellers prior to Closing (those who accept such offer of employment and commence employment with Purchaser or its Affiliate, the “Transferred Employees”), on the terms described in this Section 5.5. Such employment offers may be liable for any such amounts that are disputed or in excess of the credit given at conditioned upon (i) the Closing and Seller and LMP (ii) the employment offer recipient completing Purchaser’s pre-employment screening process to Purchaser’s satisfaction prior to employment commencement. Sellers shall defend and hold Buyer harmless bear responsibility for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes placeall Liabilities arising out of, Buyer may, but is not obligated relating to, employ Seller’s employees who are willing or with respect to accept the offered employment or termination of employment with Buyer, the Sellers and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirementsAffiliates of the Transferred Employees, including any probationary period; provided thatcompensation and employee benefits relating thereto, notwithstanding anything arising on or prior to such Transferred Employee’s commencement of employment with Purchaser or its Affiliate and shall pay such Liabilities in this Agreement the ordinary course of business. Additionally, Sellers shall bear responsibility for all Liabilities arising out of, relating to, or with respect to the contrary, Buyer shall hire on an at-will basis enough employment or termination of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance employment with the provisions Sellers and their Affiliates of the Workers Adjustment Seller Employees who are not Transferred Employees, including any compensation and Retraining Notification Actemployee benefits relating thereto, 29 U.S.C. §2101-2109and shall pay such Liabilities in the ordinary course of business. For the avoidance of doubt, if applicable. The foregoing does not grant (i) Sellers shall bear responsibility for any severance liabilities for which any Seller Employee becomes entitled in connection with the transactions contemplated under this Agreement, and (ii) Purchaser shall bear responsibility for all Liabilities arising out of, relating to, or with respect to any of Seller’s individual employees a right the employment or termination of employment by Buyerwith Purchaser of each of the Transferred Employees, including any compensation and employee benefits relating thereto, on or after such Transferred Employee’s commencement of employment with Purchaser or its Affiliate.

Employee Matters. (ia) Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees No later than twenty (“Plans”), 20) days prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees provide Buyer with a revised Business Employee Data List (including the list of Business Employees) which is current as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amountsthat date. Buyer shall be responsible make offers of employment to satisfy such amounts to the former employees a minimum of Seller to the extent eighty percent (80%) of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long Business Employees (as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole discretion), commencing on the Closing Date. No later than ten (10) days prior to the Closing, Buyer shall provide Seller with a list of those Business Employees who have received and absolute discretion) so that accepted offers of employment with Buyer commencing on the Closing Date (each such Business Employee, a “Continuing Employee”). The terms and conditions of the salary (or hourly wage rate, as applicable), other compensation opportunities and/or benefits included in such offers by Buyer to the Business Employees shall be the same as those provided to similarly-situated employees of Buyer and Seller will be in compliance with the provisions its Affiliates as of the Workers Closing Date; provided that such terms and conditions of the salary (or hourly wage rate, as applicable), compensation opportunities and/or benefits included in such offers by Buyer to the Business Employees shall be of sufficient level so as to not trigger any obligations or liability for notice pay or otherwise arising under the Worker Adjustment and Retraining Notification Act (the “WARN Act”). Seller or its Affiliates shall make all Business Employees reasonably available for interview by Buyer and its Affiliates and shall not take any action (and shall cause its Affiliates not to take any action) to dissuade any Business Employee from accepting any offer of employment from Buyer or one of its Affiliates. Each offer of employment shall be in writing and is expressly subject to satisfaction of Buyer’s standard on-boarding process and procedures, 29 U.S.C. §2101including, but not limited to, pre-2109employment drug testing and background check procedures. Immediately prior to Closing, if applicableSeller shall cause to be terminated the employment of each Continuing Employee who has received and timely accepted an offer of employment with Buyer in accordance with this Section 10.4(a). The foregoing In the event any Key Employee is not offered employment by Buyer in accordance with this Section 10.4(a) and does not grant become a Continuing Employee, Buyer shall pay to Seller within ten (10) Business Days following the Closing Date an amount equal to six (6) months of such Key Employee’s then-current annual base salary. Notwithstanding the foregoing, Buyer shall not assume any of Seller’s individual employees a right of employment by Buyerother obligations under any severance/retention agreement with any Company, AEC Subsidiary, Seller or Seller Parent Guarantor or under any other EMES Employee Benefit Plan with respect to the Key Employee(s) or any other Business Employee.

Employee Matters. (a) Immediately prior to, and contingent upon the Closing, the Company Group shall terminate (x) the employment of each Company Group Employee and (y) unless otherwise requested in writing by Buyer prior to the Closing, each consulting agreement between a member of the Company Group and each Company Group Service Provider. The Company Group shall provide each Company Group Employee whose employment is terminated pursuant to this Section 7.10(a) (a “Terminated Employee”) and who executes and does not revoke a release of claims prepared by Rome, which release shall cover all claims against the Sellers, the Company Group and the Buyer and their respective Affiliates (each, a “Release”), in a form agreed to by each of the foregoing, with severance benefits equal to a cash amount equal to the sum of (i) Seller the greater of (A) the amount of cash severance payments such Terminated Employee is entitled to under any Company Benefit Plan (the amount of cash severance described in this clause (A), the “Contractual Cash Severance”) and (B) three months of such Terminated Employee’s base salary payable by the Company Group (which cash amount shall terminate be determined (x) with respect to each Terminated Employee who was a Company Group Employee as of the Effective Date (each such Terminated Employee, a “Current Employee”) based on such Current Employee’s hourly wage or take all appropriate action base salary (as applicable) payable by the Company Group in connection effect as of the Effective Date and (y) with pensionrespect to each Terminated Employee who is not a Current Employee (each such Terminated Employee, profit sharing a “New Hire”) based on such New Hire’s initial base salary payable by the Company Group) (the amount of cash severance described in this clause (B), the “Section 7.10(a) Cash Severance”) and health (ii) an amount, determined on a post-tax basis, equal to the cost to such Terminated Employee for continued coverage for such Terminated Employee (and welfare benefit planssuch Terminated Employee’s covered dependents, if any, that are applicable to Seller and/or Sellerapplicable) under the Company’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided plans under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as (including the portion of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” premium that the Company subsidized for active employees and a 2% administrative fee) for three months at the same levels and costs as in effect on the date of termination of employment (as those terms are defined in Section 4980B the sum of the Codeamounts in (i) regardless of when services were rendered or expenses incurred. By Closingand (ii), Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing“Severance Obligations”), Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or payable in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment accordance with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by BuyerSection 7.10(b).

Employee Matters. (ia) Between the date hereof and the Closing Date, Buyer shall make offers of employment, effective as of the Closing Date, to all Property Employees, excluding any Property Employees on leave from employment or on short or long term disability leave each of whom is separately identified on Section 7.5(a) of the Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees Disclosure Letter (the “PlansExcluded Employees”), which schedule shall be updated not earlier than ten (10) Business Days prior to or at Closing, so the Closing Date); provided that Buyer will have no responsibility or liability or obligation shall make offers of any nature under Plans employment to any person, firm or corporation whatsoever. If any applicable law provides that the Excluded Employees if such Excluded Employees return to work at the Property within one (1) year of the Closing Date (with such offers to Nonrepresented Employees being on terms and conditions of employment comparable to the terms and conditions of employment as those provided to similarly situated employees of Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunderand its Affiliates immediately prior to the Closing Date, and with such offers to Represented Employees being on terms and conditions of employment identical to the terms and conditions of employment under the Collective Bargaining Agreements in effect as of the Closing Date), other than the Property Employees that are set forth on Section 7.5(a) of the Seller fail to pay or perform such liability or obligation within five (5) days after Disclosure Letter. The Property Employees who accept Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount offers of employment shall commence employment with Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable effective as of the Closing Date (or such later date that any Excluded Employee commences employment in accordance with this Section 7.5(a)) and are herein collectively referred to as the “covered employeesTransferred Employees.” Property Employees who (i) are not Transferred Employees, whether or “qualified beneficiaries” entitled to “continuation coverage” not offered employment by Buyer, or (as those terms ii) are defined in listed on Section 4980B 7.5(a)(ii) of the Code) regardless Seller Disclosure Letter are herein referred to as “Retained Employees.” Subject to Section 7.5(f), nothing herein shall restrict Buyer from terminating the employment, for any reason, of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of any Transferred Employee following the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyer.

Employee Matters. As soon as reasonably practicable and in any event not later than twenty (i20) Seller days prior to the Closing Date, the Transferee shall identify on Schedule 17(a) those employees it desires to hire after the Closing Date (the "REHIRED EMPLOYEES") and shall extend offers of employment to each of the Rehired Employees, which offers shall be on terms and conditions which Transferee shall determine in its sole discretion. Immediately prior to the Closing, each of the TCR Parties shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plansthe employment of each employee, if any, that are applicable designated by the Transferee as Rehired Employees pursuant to Seller and/or Seller’s employees (“Plans”), prior this Article 17 and shall cooperate with and use its best efforts to assist Transferee in its efforts to secure satisfactory employment arrangements with those Rehired Employees. The Transferee shall not assume any of the TCR Parties' or at Closing, so that Buyer will have no responsibility their affiliates' employee benefit plans or any obligation or liability or obligation of any nature under Plans to any person, firm or corporation whatsoeverthereunder. If any applicable law provides that Buyer is or will Service by the Rehired Employees with the TCR Parties shall be treated as service with the Transferee for vacation and employee benefit plan purposes. The TCR Parties shall be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunderall severance, if any, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 accrued vacation of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees Rehired Employees as of the Closing Date, and the Transferee shall have no reimbursement or other liability to the TCR Parties or the Rehired Employees on account thereof. At Nothing contained in this Agreement shall confer upon any Rehired Employee any right with respect to continuance of employment by the Transferee, nor shall anything herein interfere with the right of the Transferee to terminate the employment of any of the Rehired Employees at any time, with or without cause, or restrict the Transferee in the exercise of its independent business judgment in modifying any of the terms and conditions of the employment of the Rehired Employees. No provision of this Agreement shall create any third party beneficiary rights in any Rehired Employee, any beneficiary or dependents thereof, or any collective bargaining representative thereof, with respect to the compensation, terms and conditions of employment and benefits that may be provided to any Rehired Employee by the Transferee or under any benefit plan which the Transferee may maintain. For a period of two years following the Closing, Buyer none of the TCR Parties shall, nor shall assume Seller’s obligations for payment they permit any Restricted Party to, directly or indirectly, hire or offer employment to, or seek to hire or offer employment to any Rehired Employee who is listed on Schedule 17(b) as of unused vacation, paid time off, holiday pay, sick pay and the Effective Date or any other Rehired Employee hired by the TCR Parties after the Effective Date who exercises a similar compensation accrued to those employees level of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts responsibility relating to the former employees construction, development, marketing, management or administration of Seller residential properties in the South Florida Market immediately prior to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP whose name is added to Schedule 17(b) by the Transferee no less than five (5) Business Days prior to the Closing. For a period of one year following the Closing, none of the TCR Parties shall, nor shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated they permit any Restricted Party to, employ Seller’s employees who are willing directly or indirectly, hire or offer employment to accept any other employee of the offered Transferee in the South Florida Market (the "OTHER EMPLOYEES") except for incidental contacts of Other Employees not made as part of a plan or attempt to hire three or more Other Employees, or any successor or affiliate of the Transferee, unless in either case the Transferee first terminates the employment with Buyer, and Buyer will give due regard of such employee or gives its written consent to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough employment or offer of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyeremployment.

Employee Matters. Active employees of the Companies as of the Closing who are legally eligible to work in the United States of America, successfully pass Buyer’s pre-employment drug screening, and otherwise qualify for employment with Buyer will be eligible for employment with Buyer or employment by Buyer, subject to Buyer’s standard employment requirements. The Companies’ employees employed by the Companies or Buyer immediately following Closing will be eligible to participate in Buyer’s employee benefit programs, i.e., 401(k), health plan, vision insurance, life insurance, accidental death and dismemberment insurance, long-term disability, short-term disability, and supplemental insurance, subject to the eligibility requirements of each plan, including, where applicable, any waiting period requirements. Notwithstanding the above, no employee of a Company employed by Buyer immediately following Closing who was participating in the Companies’ group health plan at the time of Closing, nor any participating eligible dependent of such employee, will suffer a lapse in group health coverage during any waiting period required by Buyer’s health plan. For the purpose of determining eligibility to participate, vesting, accrual of and entitlement to benefits (iincluding, without limitation, determining rate of accrual for Paid Time Off and any health plan premium discount, but not for accrual of benefits under any “defined benefit plan,” as defined in Section 3(35) Seller of ERISA) and all other purposes, all service with the Companies and their Subsidiaries and ERISA Affiliates (and predecessor employers to the extent any Company, Company Subsidiary or ERISA Affiliate or an analogous Companies’ Employee Plan provides past service credit) prior to the Closing will be credited as service with Buyer and its Subsidiaries. To the extent permitted under applicable Law, Buyer shall terminate or take all appropriate action in connection with pension, profit sharing and health and cause each of Buyer’s benefit programs that is an “employee welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer plan,” within the meaning of Section 414 3(1) of ERISA, in which any of the Code orCompanies’ employees (or the spouse or any dependent of any such employee) participates or becomes eligible to participate after the Closing (i) to waive any and all eligibility waiting periods, where appropriateevidence of insurability requirements, Seller’s health pre-existing condition limitations and welfare benefit plans that are “group health plans” will retain liability other exclusions and limitations with respect to the Companies’ employees and their spouses and dependents to the extent waived, satisfied or not included under the analogous Companies’ Employee Plan, and (ii) to recognize for each Company employee and will pay when due all benefits (including all liabilities his or her spouse and obligations dependents for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such plan any deductible, co-payment and out-of-pocket expenses paid by such employee and his or arising from any “COBRA” health care continuation coverage required to be provided her spouse and dependents under Section 4980B the analogous Companies’ Employee Plan during the plan year of such Companies’ Employee Plan in which occurs the Code and Sections 601-608 of ERISA) attributable as later of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined and the date on which the continuing employee begins participating in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, such Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyerplan.

Employee Matters. (i) Seller and Principal shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s and Principal’s contractual liability for such liability or obligation hereunder, and Seller and Principal fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Principal or Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages (including earned but unused vacation and sick leave wages, whether or not yet vested) due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyer.

Employee Matters. (i) Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail fails to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from rent due pursuant to the New Lease or any amount Buyer (or its affiliate) owes Grant or Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages (including earned but unused vacation and sick leave wages, whether or not yet vested) due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding . Notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyer.

Employee Matters. (i) Seller On the Closing Date, Buyer shall terminate or take all appropriate action in connection with pensionmake an offer to employ, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable effective as of the Closing Date or, if such offer has not yet been accepted, at such later time as such person accepts Buyer’s offer of employment, the Transferred Employees. Where permitted by law, each offer of employment will be conditioned on the Transferred Employee’s consent to “covered employees” the transfer of any accrued but unused vacation from Seller or “qualified beneficiaries” entitled its Affiliate to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible provide or make available to satisfy such amounts to the former employees each Transferred Employee terms and conditions of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirementsemployment, including compensation and employee benefits, sufficient to avoid Seller or any probationary period; provided that, notwithstanding anything in this Agreement to of its Affiliates incurring liability under the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Worker Adjustment and Retraining Notification Act of 1988 or any comparable law or regulation (collectively, the “WARN Act”) at any time at or after the Closing. Nothing in this Agreement shall require Buyer or any of its subsidiaries to continue to employ any particular Transferred Employee following the Closing Date; provided, 29 U.S.C. §2101-2109however, if applicable. The foregoing does not grant that Buyer will not, at any time on or within 90 days after the Closing Date, cause (a) a “plant closing” (as defined in the WARN Act) or (b) a “mass layoff” (as defined in the WARN Act) or any similar event under any comparable law or regulation that would obligate (or have obligated) Seller or any of its Affiliates to provide notice to any employees or cause Seller or any of Seller’s individual employees its Affiliates to incur liability under the WARN Act or any comparable law or regulation. Buyer shall use its reasonable best efforts to make available to Seller certain Transferred Employees upon reasonably advance notice from Seller to Buyer as may be reasonably necessary in connection with Sellers’ settlement, defense or participation in any litigation matters to which the Sellers are a right of employment by Buyerparty.

Employee Matters. (ia) Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have By no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of later than the Closing Date Date, Buyer shall offer employment to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B substantially all of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s Sellers’ employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations have no Liability for payment of unused vacation, paid time off, holiday any pay, sick pay benefits, or similar claims of any Transferred Employees earned or accrued prior to the Closing Date. Each employee of Sellers or the Mexican Entities who is not a Transferred Employee, including those who are not active employees as of the Closing Date, shall remain the sole responsibility of Sellers and other similar compensation accrued the Mexican Entities, as applicable. Buyer shall have no obligation to those provide any severance, payments, or benefits to any employees of Seller which Sellers or the Mexican Entities, other than the Transferred Employees unless otherwise set forth in this Agreement. Sellers acknowledge that Sellers are retained alone responsible for (i) issuing, serving, and delivering all orders and notices required, if any, pursuant to applicable Laws, in connection with the termination of employees or contractors, and (ii) any financial obligations and Liabilities in connection therewith or otherwise required in connection with the termination of such employees or contractors. From and after the Closing Date, Sellers and their Subsidiaries shall, except to the extent otherwise expressly provided in this Agreement or the Operating Agreement, retain and be solely responsible for all obligations and liabilities with respect to the employment of all employees of Sellers and their Subsidiaries prior to the Closing Date. Sellers and their Subsidiaries shall be responsible for providing any notice required pursuant to the WARN Act or the Mexican Federal Labor Law (Ley Federal de Trabajo), as applicable, with respect to a layoff or “plant closing” (i.e., a closing of Sellers’ facilities to the extent deemed to have occurred by Buyerthe WARN Act) relating to the Business that occurs prior to or on the Closing Date, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts for providing any notice required pursuant to the former employees of Seller WARN Act, or the Mexican Federal Labor Law (Ley Federal de Trabajo), as applicable, with respect to a layoff or “plant closing” effectuated by Buyer relating to the extent of the credit received provided, however Buyer shall not be liable for any such amounts Business that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on occurs after the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyer.

Employee Matters. (i) Subject to the continuing discretion and judgment of Purchaser following the Closing Date, Purchaser may offer to employ any of the employees of the Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate)Office. Seller (including will terminate the employment of all employers, whether or not incorporated, that are treated together with of its employees at the Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable Office as of the Closing Date and will pay all compensation and benefits owing to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined such employees through and including the date of termination. While Purchaser has expressed an interest in Section 4980B retaining the staff of the Code) regardless Seller Office, nothing in this Agreement shall obligate Purchaser to employ any of when services were rendered Seller's former employees, or expenses incurredif employed by Purchaser, to employ any of such persons for any specified period of time, and all of such employees shall be "at will" employees. By ClosingOn the Closing Date, Seller shall pay have given all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued notices required by law pursuant to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification ActAct ("WARN") and shall, 29 U.S.C. §2101-2109to the extent required by law or by contract, if applicablesatisfy all obligations to bargain with its employees. The foregoing does not grant Without limiting Seller's indemnity obligation set forth hereafter, Seller shall indemnify and hold Purchaser harmless from all loss, cost, damage or expense arising as a result of any alleged violation of WARN or of any bargaining obligation to any which Seller is subject or is alleged to be subject. Seller will comply with the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), for all of Seller’s individual 's former employees a right of employment by Buyerand other qualified beneficiaries for whom COBRA qualifying events occurred before or coincident with the Closing and Purchaser shall have no responsibility for any such coverage.

Employee Matters. (ia) Buyer shall offer employment, effective on the Closing Date, to all employees of Seller, including employees who are absent due to vacation, family leave, short-term disability or other approved leave of absence (the employees who accept such employment and commence employment with Buyer, the “Transferred Employees”). Notwithstanding the foregoing, nothing herein will require Buyer to retain any Transferred Employee for any period of time or otherwise restrict or limit Buyer’s right to terminate or otherwise alter the terms of employment of any such Transferred Employee, each of whom will be considered an employee “at will” except to the extent covered by an employment agreement or a severance agreement. (b) On the Closing Date, Buyer shall provide each Transferred Employee with base salary or hourly wages which are no less than the base salary or hourly wages provided by Seller immediately prior to the Closing. (c) With respect to any employee benefit plan maintained by Buyer or an affiliate of Buyer (collectively, “Buyer Benefit Plans”) for the benefit of any Transferred Employees, effective as of the Closing, Buyer shall, or shall cause its affiliate to, recognize all service of the Transferred Employees with Seller, as if such service were with Buyer, for vesting, eligibility and accrual purposes; provided that such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits, (y) such service was not recognized under the corresponding Benefit Plan or (z) such prior credit is not permitted by the terms of the applicable Buyer Benefit Plan. (d) Effective as soon as practicable following the Closing Date, Seller shall terminate or take all appropriate action effect a transfer of assets and liabilities (including outstanding loans) from the defined contribution retirement plan that it maintains to the defined contribution retirement plan maintained by Buyer, with respect to the Transferred Employees, in connection with pensionthe transactions contemplated by this Agreement. Any such transfer shall be in an amount sufficient to satisfy Section 414(l) of the Code. Upon the transfer of assets and liabilities into Buyer’s plan, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or all transferred account balances from Seller’s employees plan shall become fully vested. (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5e) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable Effective as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, the Transferred Employees shall cease active participation in the Seller shall pay all wages due Seller’s employees as Benefit Plans. (f) Buyer and Seller intend that the transactions contemplated by this Agreement should not constitute a separation, termination or severance of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment employment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees any employee of Seller which are retained who accepts an employment offer by BuyerBuyer that is consistent with the requirements of Section 7.4(b), including for purposes of any Seller Benefit Plan that provides for separation, termination or severance benefits, and Buyer shall receive a credit against that each such employee will have continuous employment immediately before and immediately after the Purchase Price for such amountsClosing. Buyer shall be responsible to satisfy such amounts liable and hold Seller harmless for any claims relating to the former employees employment of Seller any Transferred Employee arising in connection with or following the Closing. (g) This Section 7.4 shall be binding upon and inure solely to the extent benefit of each of the credit received providedparties to this Agreement, however Buyer and nothing in this Section 7.4, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.4. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement. The parties hereto acknowledge and agree that the terms set forth in this Section 7.4 shall not be liable for create any such amounts that are disputed right in any Transferred Employee or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing any other Person to accept the offered any continued employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to or any of Seller’s individual employees a right its affiliates or compensation or benefits of employment by Buyer.any nature or kind whatsoever. 7.5

Employee Matters. (a) Buyer agrees to offer employment to all of Seller's employees whose work is primarily associated with the Purchased Assets (other than those set forth on Exhibit E). In that regard, Buyer shall have the right to interview Seller's employees at any time after the execution of this Agreement. Notwithstanding any other provision of this Agreement, the parties hereto do not intend to create any third-party beneficiary rights respecting any of Seller's employees or further employees as a result of the provisions herein and specifically hereby negate any such intention. With respect to those employees who accept employment with the Buyer after the Closing Date, (i) Buyer agrees to offer such employees substantially similar benefits as those offered by Buyer to its existing employees employed in substantially similar capacities, (ii) service with Seller shall terminate or take be counted for purposes of determining eligibility for participation and vesting in all appropriate action in connection with pension, profit sharing and health and welfare rights provided under benefit programs of Buyer, (iii) any amounts previously expended by such employees for purposes of satisfying deductibles, co-payments and out-of- pocket expenses under the Seller's medical or dental plans in the current plan year shall be credited for purposes of satisfying any such requirements under Buyer's similar plans, if any, that are applicable to ; (iv) service with the Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation shall be counted for purposes of any nature under Plans determining continuous service and eligibility for safety awards and for purposes of determining priorities with respect to any personreduction-in-force, firm or corporation whatsoever. If any applicable law provides that layoff and recall rights whenever Buyer is or will be liable would normally consider such service for any liability or obligation under any Plan despite Seller’s contractual liability for other employees of Buyer; (v) Buyer shall credit to such liability or obligation hereunder, employees all accrued vacation and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from sick time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing; and (vi) any life, medical and disability plans maintained by Buyer immediately after the Closing shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees not exclude any former employee of Seller which are retained by Buyertransferred thereto, and Buyer shall receive a credit against the Purchase Price from eligibility, or deny or reject benefits from such employee, due to any pre-existing condition (except for such amounts. Buyer shall be responsible persons who have been or would have been denied eligibility, or denied or rejected benefits, under any corresponding plan maintained by the Seller prior to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyer).

Employee Matters. (ia) Each service provider of Seller shall terminate who works at the Somerset Facility who is offered and accepts an offer of employment or take all appropriate action in connection consultancy with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), Purchaser on or prior to the Closing (a “Transferred Employee” or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereundera “Transferred Consultant,” as applicable, and Seller fail to pay collectively, the “Transferred Service Providers”) shall have his or perform such liability her employment or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together consultancy with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable terminated as of the Closing Date Closing. Seller hereby consents to “covered employees” the hiring of any or “qualified beneficiaries” entitled all Transferred Service Providers by Purchaser and waives, with respect to “continuation coverage” (as those terms are defined in Section 4980B the employment or engagement by Purchaser of such Transferred Service Providers, any claims or rights Seller would otherwise have against Purchaser or any such Transferred Service Provider under any contract due to such Transferred Service Provider’s employment or consultancy with Purchaser. Upon termination of the Code) regardless employment or engagement of when services were rendered or expenses incurred. By Closingeach Transferred Service Provider with Seller, Seller shall pay all wages due Seller’s employees to each Transferred Service Provider, as of the Closing Date. At Closingapplicable, Buyer shall assume Seller’s obligations any Liability for payment of unused accrued compensation, severance, vacation, paid time off, holiday pay, sick pay leave or similar benefits with respect to such employee attributable to periods of employment or service of such service provider with Seller (inclusive of payroll taxes owing thereupon) and other shall make such payment within the statutory time period therefor but in no event later than ten days after such Transferred Service Provider’s employment or engagement with Seller terminates. Seller is solely responsible for any Liabilities or obligations arising under the WARN Act and similar compensation accrued state laws in connection with the termination of Transferred Service Providers’ employment or consultancy with Seller. Nothing herein shall require Purchaser to those employees hire or engage any service providers of Seller which are retained by Buyerwho works at the Somerset Facility, and Buyer shall receive a credit against nor retain the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees services of Seller to the extent of the credit received provided, however Buyer shall not be liable any Transferred Service Provider for any such amounts that are disputed period of time. Further, nothing herein shall require Purchaser to include any specific provisions or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ offer any specific benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by BuyerTransferred Service Provider.

Employee Matters. (ia) Seller From and after the Closing neither Buyer nor any ---------------- of the Companies shall terminate be obligated to hire or take all appropriate action retain any employee engaged in connection with pensionthe Business. Each of the Sellers and Buyer acknowledge and agree that Buyer shall have no Liability or obligation whatsoever to the employees engaged in the Business (including, profit sharing and health and welfare benefit planswithout limitation, if any, that are applicable any obligation to Seller and/or Seller’s hire or retain any such employees (“Plans”), for any period of time following the Closing or any Liability or obligation relating to any period prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” whether asserted at any time before, on or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of after the Closing Date. At Closing, Buyer ) and the Sellers shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other discharge any and all such Liabilities and obligations (including, without limitation, any severance or similar compensation accrued liabilities arising from Buyer's failure to those employees hire, or the Companies' dismissal, of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed employees at any time on or in excess of the credit given at within six months after the Closing and Seller and LMP any liability of Buyer or any of the Companies under the WARN Act arising from the transactions contemplated by this Agreement) (collectively, "Employee Liabilities"). The Sellers shall defend indemnify and hold each of the Companies and Buyer harmless for such disputed amounts. Seller shall terminate its employees from any and all Losses not reflected as Liabilities on the Closing DateStatement based upon, attributable to or resulting from or arising out of any Employee Liability including, but not limited to severance costs or accrued benefits, any costs associated with compliance with COBRA and any liability under the WARN Act. Provided Notwithstanding any other provision of this Agreement, the obligation of the Sellers under this Section 5 shall survive the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept until the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer applicable statute of limitations shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyerhave expired.

Employee Matters. (ia) Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable Prior to Seller and/or Seller’s employees (“Plans”), prior to or at the Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of conditioned on the Closing Date to “covered employees” having occurred, Purchaser or “qualified beneficiaries” entitled to “continuation coverage” one of its Affiliates shall offer employment (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees effective as of the Closing Date. At Closing) to all of the Transferred Employees, Buyer shall assume Sellerat (i) an initial rate of base salary and target annual bonus or incentive opportunity (beginning with the 2023 fiscal year, including for the pre-Closing period) that are no less than the Transferred Employee’s obligations for payment of unused vacationpre-Closing levels, paid time off(ii) with Purchaser’s (or, holiday payif applicable, sick pay its Affiliate’s) health and other similar compensation accrued retirement benefits available to those similarly-situated employees of Seller which are retained by BuyerPurchaser and its Affiliates, and Buyer shall receive (iii) a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent work location that is within fifty (50) miles of the credit received providedTransferred Employee’s pre-Closing work location and (iv) except as otherwise agreed in writing with a Transferred Employee, however Buyer shall not be liable for any such amounts other terms and conditions provided in an offer letter or employment agreement with the Transferred Employee that are disputed or in excess effect as of the credit given at Closing (collectively, the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts“Offer Conditions”). Seller shall terminate cooperate with Purchaser’s (or its employees Affiliate’s) efforts to employ the Transferred Employees on the Closing DateDate (but without incurrence of any material cost or expense). Provided In the event that a Transferred Employee accepts Purchaser’s (or its Affiliate’s) offer of employment, the Transferred Employee’s employment with Purchaser shall commence on the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept Date in accordance with the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire Offer Conditions on an at-will basis enough of Seller’s employees basis. Purchaser (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109or, if applicable, its Affiliate) shall maintain the Offer Conditions until the first (1st) anniversary of the Closing Date. The foregoing does As of the Closing, Seller shall not grant employ any Transferred Employees. (b) Provided that Purchaser (and, as applicable, its Affiliate) complies with its obligations under Section 5.03(a), including the Offer Conditions, (i) Purchaser and its Affiliates shall have no Liability for or to any Transferred Employee who fails to accept Purchaser’s (or its Affiliate’s) offer of Seller’s individual employees employment, and (ii) Seller and its Affiliates shall be solely responsible for all severance and termination costs that become payable to such Transferred Employee solely as a right result of this transfer of employment to Purchaser (or its Affiliates). (c) As of the Closing, Seller or one of its Affiliates shall retain the obligation to pay any and all accrued payroll obligations and other employee benefits owed to Transferred Employees for pre-Closing employment or service under the Employee Plans, except as otherwise provided in this Agreement. (d) As of the Closing, Seller shall, or shall cause its Affiliates to, terminate the participation of all Transferred Employees and the Insurer in any Employee Plan, and in no event shall any Transferred Employee be entitled to accrue any compensation or benefits under an Employee Plan with respect to employment or services rendered or compensation paid on or after the Closing. (e) [Intentionally omitted] (f) Purchaser shall, or shall cause its Affiliates, as applicable, to give the Transferred Employees full credit for their service with Seller and its Affiliates for purposes of eligibility, vesting and determination of the level of benefits to the same extent recognized by BuyerSeller and its Affiliates immediately prior to the Closing, under any benefit plans made available to employees or officers of Purchaser and its Affiliates in which the Transferred Employee participates following the Closing; provided that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits with respect to the same period of service.

Employee Matters. The Seller agrees to (i) terminate all the employees of the Seller shall terminate prior to the Closing (except for those employees set forth on Schedule 2.8) and to pay any and all Liabilities relating to such termination or take all appropriate action in connection with otherwise due to Seller’s employees, including, without limitation any payments and benefits due such employees pursuant to accrued salary and wages, pension, profit sharing retirement, savings, health, welfare and health other benefits and welfare benefit plansseverance payments or similar payments of the employees, if any, that are applicable and to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans provide COBRA continuation coverage to any person, firm or corporation whatsoever. If any applicable law provides that Buyer individual who is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five a “qualified beneficiary” (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 the COBRA regulations under §4980B of the Code or(the “COBRA Regulations”)) whose “qualifying event” (within the meaning of the COBRA Regulations) occurred prior to or in connection with the consummation of the transactions contemplated by this Agreement and who is, where appropriateor whose qualifying event occurred in connection with, Seller’s health a “covered employee” (within the meaning of the COBRA Regulations) whose last employment prior to the qualifying event was associated with the Business, (ii) provide to all employees any notice (which notice shall be reasonably acceptable to the Buyer) required under any law or regulations in respect of such termination including, without limitation, WARN and welfare benefit plans COBRA, and (iii) terminate all Seller Plans prior to Closing and to pay any and all Liabilities relating to such terminations including, without limitation any payments or benefits due under any Seller Plan, and any costs or expenses incurred in connection with the termination and winding down of the Seller Plans; provided, however, that are the Seller may continue to maintain one or more “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B within the meaning of the Code and Sections 601-608 of ERISACOBRA Regulations) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable necessary to provide COBRA continuation coverage pursuant to clause (i) for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet COBRA continuation is provided. Seller shall be responsible for any and all eligibility requirements, including liability under WARN or under any probationary period; provided that, notwithstanding anything in this Agreement to state or local law concerning layoffs or the contrary, Buyer shall hire on an at-will basis enough closing or relocation of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with worksites or the provisions like which arises out of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to or results from any of Seller’s individual employees a right termination of employment by Buyerthe Seller on or before the Closing.

Employee Matters. (a) Prior to the Date hereof, Buyer has made offers of employment to the active employees of Seller other than the Key Employees which offer provided (i) the job title set forth on Schedule 5.05(a)-1 for each such employee, and (ii) at least the same amount of annual salary or hourly pay rate set forth on Schedule 5.05(a)-1 for each such employee. Buyer agrees to make offers of employment to the employees of Seller who are on an approved leave of absence (the “Inactive Employees”) at the same time that Buyer makes offers of employment to the active employees of Seller which offer shall provide (i) the job title set forth on Schedule 5.05(a)-2 for each such employee, and (ii) at least the same amount of annual salary or hourly pay rate set forth on Schedule 5.05(a)-2 for each such employee. Buyer shall be obligated to make any such offer of employment to each Inactive Employee in accordance with applicable Law and shall provide each such Inactive Employee with the opportunity for reinstatement in the same or comparable position for no less than the period required by applicable Law. Upon written request by Buyer during the period in which the Transition Services Agreement is in effect, Seller shall terminate or take all appropriate action in connection with pensionterminate, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees effective no later than three (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (53) business days after following Buyer’s written demandrequest (which written request shall be made no later than 45 days after the Closing Date), then all employees of Seller (the effective date of termination, the “Termination Date”) and the employment of the employees who have accepted Buyer’s offer of employment shall commence on the day immediately following the Termination Date or such other date mutually agreed to in addition writing by Buyer and Seller (such date, the “Hire Date”). With respect to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees payroll period which is open as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against agree that, pursuant to the Purchase Price for such amounts. terms of the Transition Services Agreement and as an Assumed Liability hereunder that Buyer shall be responsible to satisfy such amounts for all Liabilities of Seller with respect to the former Key Employees and the employees of Seller set forth on Schedule 5.05(a)-1 and Schedule 5.05(a)-2, to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed arising or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees accruing on or after the Closing Date. Provided the Closing takes place, Buyer mayincluding any payroll, but is not obligated to, employ Seller’s employees who are willing employment and other similar Taxes imposed with respect to accept the offered employment with Buyer, and Buyer will give due regard any payments of compensation to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyer.

Employee Matters. (i) Seller shall terminate At or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at the Closing, so that the Buyer shall deliver, in writing, an offer of employment to those employees of RHP listed in Tier I on Section 9.8 of the Disclosure Letter to commence such employment immediately upon the Closing Date, which offers shall be subject to such employees’ successful completion of Buyer’s employment processes, including a criminal background investigation and drug screening. In addition, at or prior to the Closing, the Buyer will have no responsibility interview those employees of RHP listed in Tier II on Section 9.8 of the Disclosure Letter to consider whether to make an offer of employment or liability an alternative consulting or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability other services arrangement for such liability employees with such employment, consulting or obligation hereunderother services to commence immediately upon the Closing Date, and Seller fail to pay or perform such liability or obligation within five (5) days after which offers shall be made in Buyer’s written demandsole discretion and subject to such employees’ successful completion of Buyer’s employment processes, then in addition to any other remedies available, including a criminal background investigation and drug screening. Such individuals who are offered employment and accept such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health offer and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of commence employment on the Closing Date are referred to herein as the “covered employeesTransferred Employees.” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B As of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller RHP shall pay all wages due Seller’s employees as terminate the employment of those Transferred Employees who accept an offer of employment from the Closing Date. At Closing, Buyer and the Buyer shall assume Selleremploy the Transferred Employees and provide all Transferred Employees with positions, salaries, wages and benefits at levels comparable, in the aggregate, to those currently received by the Transferred Employees. The Buyer shall honor each Transferred Employee’s obligations rights in respect of accrued paid time off and extended illness bank and give each Transferred Employee credit therefor. The Buyer shall recognize the tenure of each Transferred Employee while in the employ of RHP or its Affiliates for payment purposes of unused vacationdetermining benefits available to such Transferred Employees under the Buyer’s employee benefit plans (which shall include a waiver of preexisting condition exclusions for Transferred Employees and their dependents and recognition of or credit for all deductibles paid by such Transferred Employee during the current period while in the employ of RHP or its Affiliates). Without limiting the foregoing, the Buyer shall provide credit for eligibility, benefit accrual and vesting purposes for all such Transferred Employees’ periods of service with RHP or its Affiliates for purposes any employee benefit plan or program, excluding the Buyer’s 401(k) Plan, but including paid time off, holiday pay, sick pay and severance benefits. The service credited under any welfare and other similar compensation accrued to those employees benefit plans of Seller which the Buyer will include all service credited under the welfare and other benefit plans of RHP and its Affiliates, respectively. For individuals who are retained by offered consulting or other services arrangements in lieu of employment, the terms of such arrangements will be as mutually agreed between the Buyer and each such individual. The Buyer shall have no obligation, and the Sellers shall take no action that would have the effect of requiring the Buyer, and Buyer to continue any specific plans. No provision of this Agreement shall receive a credit against be treated as an amendment to any particular employee benefit plan of the Purchase Price for such amountsBuyer, Sellers or any of their respective Subsidiaries. Notwithstanding anything herein to the contrary, the Buyer shall be responsible for any severance costs required to satisfy such amounts be paid to the former any employees of Seller RHP listed on Tier I (solely to the extent required by RHP’s severance policy) and Tier II of Section 9.8 of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or Disclosure Letter in excess accordance with RHP’s severance policy in effect as of the credit given at date hereof and attached to Section 9.8 of the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amountsDisclosure Letter. Seller shall terminate its employees on Prior to the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ SellerRHP shall take all actions that may be necessary or appropriate to cause RHP’s employees who are willing 401(k) Plan to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their terminate as of immediately prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contraryClosing. All resolutions, Buyer notices or other documents issued, adopted or executed in connection with such termination shall hire on an at-will basis enough of Sellerbe subject to the Buyer’s employees (each selected by Buyer in its sole prior review and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyercomment.

Employee Matters. Purchaser in their sole and absolute discretion, may hire, or not hire, on the Effective Time, any, all or none of Seller's employees in the Branch Offices. Purchaser will notify Seller, not later than thirty (i30) days prior to the Effective Time, which employees of Seller it intends to offer to employ as of the Effective Time and which such employees actually commence employment with the Purchaser ("Accepting Employees"). Purchaser agrees not to contact Seller's employees unless Seller has given approval for the employee contact. Seller shall terminate make payment to all Accepting Employees as of the Effective Time for all salary and wages earned for time worked or take paid time off for all appropriate action periods prior to the Effective Time, including payment for all accrued but unused vacation and leave in connection accordance with pensionSeller's normal policies and practices for payment of such vacation and leave to its terminating employees. Seller shall be responsible for retaining or terminating the employment of its employees whom the Purchaser does not hire, profit sharing and health Seller shall make payment of any severance and welfare benefit plans, if any, other payments due such Seller's Branch Office employees that are applicable not hired by Purchaser. Purchaser will indemnify Seller for any claim for compensation, including commissions and incentive pay, earned by any Accepting Employees after the Effective Time as a result of such Accepting Employees' employment by Purchaser, provided that Purchaser shall have no obligation with respect to Seller and/or any severance obligations that may exist with respect to any person's employment by Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will . Purchaser shall have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts respect to the former employees employment of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual 's employees a right with respect to any period prior to the Effective Time. Seller will indemnify Purchaser for any claim for compensation, including commissions and incentive pay, earned by any employee of employment by BuyerSeller with respect to any period prior to the Effective Time.

Employee Matters. (i) Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail fails to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from rent due pursuant to the Lease or any amount Buyer (or its affiliate) owes Grant or Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages (including earned but unused vacation and sick leave wages, whether or not yet vested) due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding . Notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyer.

Employee Matters. Buyer shall have no obligation to offer employment to any employees of Seller or the Network Division and, in the event Buyer offers employment to any such employees, nothing in this Agreement shall require Buyer to continue such employment for any period of time after the Closing. All such offers of employment shall be made in accordance with all applicable laws and regulations and only with Seller’s prior consent. Each of Seller’s employees who accept such an offer shall become an employee of Buyer as of the Closing (i) each such person referred to hereinafter as a “Hired Employee”). Effective as of the Closing, each Hired Employee shall cease to be employed by Seller. From and after the Closing Date, Buyer shall pay, discharge and be responsible for all salary, wages, and benefits relating solely and exclusively to the Hired Employees’ and Xxxxxxx’x employment with Buyer from and after the Closing, and shall indemnify and hold Seller harmless against any expenses, costs, claims or other liabilities associated with such matters, provided that nothing in this Section shall limit the indemnification obligations set forth in Section 9.2. Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plansbe responsible for providing any continuation coverage, if any, that are applicable required by federal or state law, to any employee of Seller and/or Seller’s employees who does not accept employment with Buyer and any qualified beneficiary of such employee. Seller shall retain all such obligations, including obligations for continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“PlansCOBRA”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation ) for all employees of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that who are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care receiving continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “and their qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s beneficiaries and employees who do not accept employment with Buyer as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyerqualified beneficiaries.

Employee Matters. The Plan shall provide appropriate benefits and incentives for the Debtors’ employees (ithe “Merger Protections”) Seller relating to, inter alia, compensation, severance, change in control rights, benefits and related matters. All of such provisions shall terminate become effective on the Effective Date. 2/14/2013xxxx://xxx.xxx.xxx/Archives/xxxxx/data/4515/000119312513057477/d487280dex101.htm The Plan also shall provide that all employment and severance policies and programs, all indemnification obligations (whether arising under by-laws, contract or take otherwise) all appropriate action compensation and benefit plans, policies or programs (unless specifically rejected during the chapter 11 cases, expressly superseded by the Merger Protections or otherwise addressed by an order of the Bankruptcy Court) will survive confirmation of the Plan and the Effective Date (without modification) and will be assumed by AA Group. Notwithstanding the foregoing, a condition to the occurrence of the Effective Date shall be that all defined benefit plans shall have been frozen and the lump sum benefit for pilots eliminated. Section 1145 Exemption and Listing To the maximum extent provided by section 1145 of the Bankruptcy Code and applicable non-bankruptcy law, the issuance of AA Group Common Stock and AA Group Preferred Stock shall be exempt from registration under the securities laws, and any such shares that are not issued pursuant to the provisions of section 1145 of the Bankruptcy Code and freely tradable (other than by any holder that is an “underwriter”) shall be registered under the Securities Act of 1933 pursuant to a Registration Statement filed by AA Group in connection with pension, profit sharing the Merger. AA Group shall cause the AA Group Common Stock to be listed on the New York Stock Exchange or NASDAQ. Disputed Claims The Plan will contain customary procedures for addressing disputed claims and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation the making of distributions upon allowance of any nature under Plans such claims, including the distribution of any dividends relating to any person, firm or corporation whatsoeverAA Group stock to which the holder of any such allowed claim may become entitled. If any applicable law provides that Buyer is or The formulas and other amounts described herein will be liable for adjusted to reflect any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyerclaims reserve.

Employee Matters. (ia) Seller shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans offer employment to any personthe Potential Transferred Employees, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable commencing as of the Closing Date on terms and conditions (including compensation and benefits) comparable to “covered those Buyer would offer other similarly situated prospective employees” or “qualified beneficiaries” entitled to “continuation coverage” (. All such individuals who accept offers of employment with Buyer as those terms are defined in Section 4980B of the Code) regardless Closing shall be referred to herein as "Transferred Employees". Transferred Employees shall receive a base salary not less than what they received immediately prior to the Closing Date, and shall be credited for their years of when services were rendered or expenses incurredservice with Seller for purposes of qualifying for benefits under Buyer's benefit plans. By Closing, Seller shall pay all wages due Seller’s employees assist Buyer in effecting such Transferred Employees' change of employment as of the Closing Date. At ClosingFrom the date hereof through the Closing Date, Seller shall revise or update any and all information previously provided to Buyer with respect to the Potential Transferred Employees pursuant to Section 3.9. Buyer shall assume Seller’s obligations have no obligation or liability, for payment severance benefits or otherwise, with respect to Potential Transferred Employees to whom Buyer does not extend an offer of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees employment or who reject Buyer's offer of Seller which are retained by Buyeremployment, and Buyer Seller shall receive a credit against the Purchase Price be solely responsible for all obligations and liabilities with respect to such amountsPotential Transferred Employees. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller all severance liabilities with respect to any Transferred Employee whose employment with Buyer and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on affiliates is terminated after the Closing Date. Provided If a Potential Transferred Employee declines Buyer's offer of employment commencing as of the Closing takes placeDate, Buyer may, but is agrees that either (i) it shall not obligated to, employ Seller’s employees who are willing to accept hire such individual at any time during the offered employment with Buyer, and first six (6) months after the Closing Date or (ii) if Buyer will give due regard to does hire such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to individual during the contraryfirst six (6) months after the Closing Date, Buyer shall hire on an at-will basis enough reimburse Seller, or shall cause such individual to reimburse Seller, for any and all cash severance pay received by such individual from Seller. Nothing in this Section 6.2 shall affect the nature of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that the employment relationship between Buyer and Seller will be in compliance with the provisions Transferred Employees as the same shall exist under applicable law or affect the ability of Buyer under applicable law to change any salary, compensation or benefit of any Transferred Employee after the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by BuyerClosing.

Employee Matters. Schedule 2.15(b) sets forth a list of all employees of Seller whom Seller and Buyer have agreed are employees of the Alexandria Business (ithe "Alexandria Employees"). The parties hereto agree that they will consult and cooperate with each other for the purpose of including additional employees of Seller on Section 2.15(b) Seller shall terminate or take all appropriate action in connection with pensionof the Disclosure Schedule and, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), upon the mutual agreement of the parties hereto prior to or at the Closing, so that any such additional employee shall be added to Section 2.15(b) of the Disclosure Schedule, and for purposes of this Agreement shall be considered an Alexandria Employee. At the Closing, the Buyer will have no responsibility or liability or obligation offer to employ all of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate)the Alexandria Employees. Seller (including all employers, whether or not incorporated, that are treated together will cooperate with Seller as a single employer within and assist Buyer in recruiting and encouraging the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required Alexandria Employees to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date transition their employment to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees Buyer effective as of the Closing Date. At Without limiting the generality of the preceding sentence, Seller shall, if requested by Buyer, make clear to any Alexandria Employee identified by Seller that continuing their employment with Seller past the Closing Date will not be permitted. The Buyer will be responsible for any severance or termination payments owing to the Alexandria Employees following the Closing. To the fullest extent legally permissible and consistent with its existing benefit programs, Buyer shall assume Seller’s obligations for payment of unused vacationaccord the Alexandria Employees full past service credit. As soon as practicable after the Closing Date, paid time offbut in no event later than 90 days after the Closing Date, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and the Buyer shall receive establish or designate a credit against the Purchase Price for such amounts. Buyer shall be responsible defined contribution plan and trust intended to satisfy such amounts to the former employees of Seller to the extent qualify under Section 401(a) and Section 501(a) of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of Code (the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts"Buyer's Savings Plan"). Seller shall terminate its employees on direct the Closing Date. Provided trustee of the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees Spectra Logic Corp. 401(k) Plan to transfer to the trustee of the Buyer's Savings Plan the cash value of the account balances under the Spectra Logic Corp. 401(k) Plan as of the date of transfer in respect of all Alexandria Employees who are willing to accept the offered employment with the Buyer (the "Affected Employees"). Upon such transfer, Buyer, 's Savings Plan shall assume all liabilities for all accrued benefits under the Spectra Logic Corp. 401(k) Plan in respect of all Affected Employees that are transferred to the Buyer's Savings Plan and the Spectra Logic Corp. 401(k) Plan shall be relieved of all liabilities for such accrued benefits. The Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding and the Seller shall cooperate in the filing of documents required by the transfer of assets and liabilities described herein. Notwithstanding anything in this Agreement contained herein to the contrary, Buyer no such transfer shall hire on an attake place until the 31st day following the filing of all required Forms 5310-will basis enough of Seller’s employees (each selected by Buyer A in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyerconnection therewith.

Employee Matters. (i) Seller and Principal shall terminate or take all appropriate action in connection with pension, profit sharing and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s and Principal’s contractual liability for such liability or obligation hereunder, and Seller and Principal fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Principal or Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages (including earned but unused vacation and sick leave wages, whether or not yet vested) due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, and the New York Worker Adjustment and Retraining Notification Act, N.Y. Labor Law § 860 et seq., if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyer. Schedule 10(a) sets forth a list of each person employed by Seller but whose services are used both in connection with the Dealership and in connection with the operations of Respect Affiliates (the “Respect Auto Group Employees”). Seller agrees that one or more Respect Affiliates shall employ the Respect Auto Group Employees from and after the Closing, and Buyer shall make no offer of employment to any the Respect Auto Group Employees at or prior to the Closing other than to the extent mutually agreed upon by Buyer and Seller.

Employee Matters. (ia) Seller shall terminate or take all appropriate action in connection with pension, profit sharing From and health and welfare benefit plans, if any, that are applicable to Seller and/or Seller’s employees (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations not be obligated to hire or retain any employee engaged in the Business. Each of Seller and Buyer acknowledge and agree that Buyer shall have no Liability or obligation whatsoever to the employees engaged in the Business (including, without limitation, any obligation to hire or retain any such employees for payment any period of unused vacationtime following the Closing or any Liability or obligation relating to any period prior to the Closing whether asserted at any time before, paid time off, holiday pay, sick on or after the Closing Date) and Seller shall pay and other discharge any and all such Liabilities and obligations (including, without limitation, any severance or similar compensation accrued liabilities arising from Buyer's failure to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for hire any such amounts that are disputed employees at any time on or in excess of the credit given at within six months after the Closing and any liability of Buyer under the WARN Act arising from the transactions contemplated by this Agreement) (collectively, "Employee Liabilities"). Seller and LMP shall defend indemnify and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees from any and all Losses not reflected as Liabilities on the Closing DateStatement based upon, attributable to or resulting from or arising out of any Employee Liability including, but not limited to severance costs or accrued benefits, any costs associated with compliance with COBRA and any liability under the WARN Act. Provided Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 5 shall survive the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept until the offered employment with Buyer, and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer applicable statute of limitations shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyerhave expired.

Employee Matters. (i) Immediately prior to the Closing, Seller shall terminate the employment of all of the active employees identified (the "Employees") on the attached "Employee Schedule" and, immediately after the Closing, TransWestern will offer employment to the Employees. At the time of such termination, each Employee shall have the option to elect to receive either (a) all accrued vacation pay then owed to such Employee as of such termination or take (b) to carry forward a number of paid vacation days accrued prior to the Closing to his or her employment with TransWestern. At Closing, Seller shall deliver to TransWestern a schedule setting forth all appropriate action of the vacation days which the Employees have elected pursuant to the foregoing clause (b) to carry forward to their employment with TransWestern and shall pay to TransWestern an amount equal to the amount which would have been paid the Employees but for their election pursuant to the foregoing clause (b) to carry forward vacation days. As of the Closing, Seller will deliver to TransWestern a list (the "Collection Employees Schedule") of individuals to remain employed by Seller solely for the purpose of conducting collection activities with respect to the past, present and future editions of the Directories as provided in Section 4.4(a) (collectively, the "Collection Employees"), which list will identify the complete and correct costs to be incurred by Seller in continuing to employ the Collection Employees and will be subject to review and approval of TransWestern. Seller shall terminate, and TransWestern will hire, the Collection Employees for the period commencing March 1, 2000 as reflected on the Collection Employees Schedule through the Accounts Receivable Measurement Date (or such earlier date as may be designated by Seller) at a rate of pay commensurate with such persons' respective compensation packages as reflected on the Collection Employees Schedule. Nothing in this Agreement shall obligate TransWestern to offer employment to any employee of Seller or any other individual other than the Employees and, to the extent provided in this Section 4.3, the Collection Employees; and nothing in this Agreement shall limit the ability of TransWestern to terminate the employment of any Employee at any time and for any reason, whether for cause or without cause, or the employment of any Collection Employee for cause, it being understood that TransWestern shall not terminate the employment of any Collection Employee without cause prior to the Accounts Receivable Measurement Date without the prior consent of Seller. From and after the Closing Date, Seller shall retain all Liabilities arising under or in connection with pension, profit sharing and health and welfare any "employee benefit plans, if any, that are applicable to Seller and/or Seller’s employees plan" (“Plans”), prior to or at Closing, so that Buyer will have no responsibility or liability or obligation of any nature under Plans to any person, firm or corporation whatsoever. If any applicable law provides that Buyer as such term is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5defined in Section 3(3) days after Buyer’s written demand, then in addition to any other remedies available, such amounts may be set off from time to time from any amount Buyer (or its affiliate) owes Seller (or its affiliate). Seller (including all employers, whether or not incorporated, that are treated together with Seller as a single employer within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA) attributable as or any other employee benefit plan or arrangement at any time maintained or contributed to by Seller, including, but not limited to, those Liabilities arising under Part 6 of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Title I of ERISA and Section 4980B of the Code) regardless of when services were rendered or expenses incurred. By Closing, Seller shall pay all wages due Seller’s employees as of the Closing Date. At Closing, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy such amounts to the former employees of Seller to the extent of the credit received provided, however Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its employees on be additionally responsible for all Liabilities (i) relating to compensation (including vacation pay and insurance benefits) of any Employee for periods prior to the Closing Date. Provided Date and of any other employee of Seller for any period and/or (ii) arising as a result of the Closing takes placetransactions contemplated by this Agreement, Buyer mayincluding, but is not obligated limited to, employ Seller’s employees who are willing to accept the offered employment with Buyer, severance compensation and Buyer will give due regard to such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicable. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyerbonus payments.

Employee Matters. (a) On the Closing Date, Buyer shall offer employment to those employees of Seller set forth on Schedule 7.10 hereto (the Designated Employees). The Buyer shall offer employment on an at will basis to each such Designated Employee on such terms and conditions as Buyer, in its sole discretion, shall determine; provided, however, that (i) the salary initially to be offered to each such Designated Employee shall not be less than the salary set forth next to such employees name on Schedule 5.21 and (ii) the title and duties initially to be offered to each such Designated Employee shall be similar to the title and duties set forth next to such employees name on Schedule 5.21. All such Designated Employees who accept such offer of employment of Buyer shall become employees of Buyer as of the Closing Date (hereafter the Transferred Employees). (b) With respect to each Transferred Employee, Buyer shall take into account the period of continuous employment with Seller solely (i) for the purpose of applying the waiting period requirements (or any similar provisions) under any group health, accident or life insurance plan maintained or sponsored by or contributed to by Buyer under which coverage of all Transferred Employees will be provided as of the Closing Date (Buyers Health and Insurance Plan), (ii) for purposes of applying the participation requirements (but not for purposes of determining the extent of vesting or benefit accrual) under Buyers pension, 401(k) savings, health and welfare, disability benefit, executive compensation, incentive and bonus plans, programs or arrangements and (iii) for purposes of determining vacation entitlement in accordance with the express terms of Buyers vacation policies as may exist for time to time. Buyer shall not recognize the period of employment of any Transferred Employee with Seller under any other plan or arrangement maintained by Buyer or for any purposes other than as described above. (c) Notwithstanding anything to the contrary contained herein, Buyer may (i) unilaterally change the salary (either by increase or decrease) and/or the title and duties of any Transferred Employee at any time after the Closing Date and (ii) at Buyers sole discretion, change or eliminate any of the plans, policies or arrangements of Buyer applicable to the Transferred Employees, including, without limitation, the plans, policies and arrangements of Buyer referred to in Section 7.10(b). (d) Employees of Seller who do not become Transferred Employees are collectively referred to herein as the Non-transferred Employees. Buyer shall have no liabilities or obligations whatsoever with respect to the Non-transferred Employees, which liabilities and obligations (including, without limitation, all liabilities and responsibility for giving notice under the Worker Adjustment Retraining and Notification Act and any and all severance or employment discrimination claims made by the Non- transferred Employees) shall be wholly borne by Seller. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code (COBRA), to provide continuation coverage to or with respect to any Non- transferred Employee and to any other person entitled to such continuation coverage under Sellers group health plan based on a qualifying event which occurred prior to the Closing. (e) With respect to the Transferred Employees, Buyer and Seller hereby agree as follows: (i) Seller shall terminate or take all appropriate action in connection with pensionbe responsible for the payment of any health, profit sharing accident and health and other employee welfare benefit plansclaims of the Transferred Employees and their eligible dependents to the extent such claims are incurred before the Closing Date and are not excludable under the applicable Employee Plans of Seller, regardless of when any such claim is submitted for payment. Buyer shall be responsible for the payment of health, accident and other employee welfare benefit claims of Transferred Employees and their eligible dependents to the extent such claims are incurred on or after the Closing Date and are not excludable under the express terms of Buyers Health and Insurance Plan. For purposes of this Section 7.10(e), a health or accident claim shall be deemed to have been incurred when the services relating to the event or condition that is the subject of the claim are performed or the supplies relating to any such event or condition are furnished. (ii) Seller shall be responsible for the payment of any workers compensation benefits, occupational disease claims and employer liability claims (collectively Comp Claims) if anythe event which caused the injury or illness upon which the Comp Claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any Comp Claim if the event which caused the injury or illness upon which the Comp Claim is based occurred after the Closing Date. With respect to a Comp Claim based upon an injury or illness that occurred over a period of time (such as exposure to asbestos, etc.), Seller shall be solely responsible if the Comp Claim was made on or prior to the Closing Date and Buyer shall be solely responsible if the Comp Claim was made after the Closing Date; provided, however, that are applicable to if Seller and/or Seller’s employees (“Plans”), had actual knowledge that any Comp Claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or at Closingthreatened Comp Claim is not set forth on Schedule 5.22 attached hereto, so that Buyer will have no responsibility or liability or obligation then, and in such event, Seller shall be responsible for the payment of any nature under Plans to any person, firm or corporation whatsoeversuch Comp Claim regardless of when such Comp Claim is made. If any applicable law provides that Buyer is or will be liable for any liability or obligation under any Plan despite Seller’s contractual liability for such liability or obligation hereunder, and Seller fail to pay or perform such liability or obligation within five (5iii) days after Buyer’s written demand, then in addition With respect to any other remedies availableemployment related claim made by a Transferred Employee, Seller shall be responsible for the payment of any such amounts may claim if the event upon which the claim is based occurred on or prior to the Closing Date and Buyer shall be responsible for the payment of any such claim if the event upon which the claim is based occurred after the Closing Date. With respect to any claim which is based upon a continuing course of conduct (such as a discrimination or harassment claim), Seller shall be responsible for the payment of all claims made prior to the Closing Date and/or all claims based upon a course of conduct which was not continuing after the Closing Date, and Buyer shall be responsible for the payment of all other claims; provided, however, that if Seller had actual knowledge that any claim made after the Closing Date was pending or threatened prior to the Closing Date and such pending or threatened claim is not set off from time forth on Schedule 5.22 attached hereto, then, and in such event, Seller shall be responsible for the payment of any such claim regardless of when such claim is made; and (iv) Buyer shall assume and pay any obligations to time from any Transferred Employees for vacation pay entitlements for periods prior to the Closing Date up to the amount Buyer in the aggregate included as a liability therefor on the Closing Date Financial Statement (or its affiliate) owes Seller (or its affiliatethe Vacation Liability). Seller shall pay obligations to Transferred Employees for vacation pay entitlement that accrued prior to the Closing Date in excess of the Vacation Liability. (f) Buyer maintains a 401(k) savings plan (Buyers Savings Plan). Buyer agrees that Buyers Savings Plan will accept rollovers (including all employersdirect rollovers pursuant to Section 401(a)(31) of the Code), whether from or not incorporatedwith respect to, that are treated together with Seller as a single employer any Transferred Employee of any eligible rollover distribution (within the meaning of Section 414 of the Code or, where appropriate, Seller’s health and welfare benefit plans that are “group health plans” will retain liability for and will pay when due all benefits (including all liabilities and obligations for or arising from any “COBRA” health care continuation coverage required to be provided under Section 4980B of the Code and Sections 601-608 of ERISA401(a)(31) attributable as of the Closing Date to “covered employees” or “qualified beneficiaries” entitled to “continuation coverage” (as those terms are defined in Section 4980B of the Code) regardless from Sellers 401(k) plan at any time after the Closing, subject to Seller providing Buyer with satisfactory evidence that the distributing plan meets the requirements for qualification under Section 401(a) of when services were rendered the Code in form and in operation and distributions may properly be made from such Plan in accordance with applicable law. Except as provided above, Buyer and Buyers tax qualified retirement plans (including Buyers Savings Plan) shall assume no responsibility for accrued benefits or expenses incurredaccounts under any qualified Employee Plan of Seller. By Closing(g) Seller has previously delivered to Buyer a copy of Sellers severance plan referred to on Schedule 5.23 hereof (the Severance Plan). As provided herein, Buyer is not providing such severance plan or any other severance plan to any of the Transferred Employees. Buyer and Seller hereby agree that if any of such Transferred Employees are terminated by Buyer for any reason then, and in such event, if any such terminated Transferred Employees shall claim that they are entitled to receive severance pay on account of their service with Seller and, an administrative agency or court of competent jurisdiction shall finally determine that such Transferred Employees are so entitled, Seller shall pay all wages due Seller’s employees be responsible to make such severance payments only with respect to the first five Transferred Employees (as of provided in the Closing Date. At ClosingSeverance Plan) so terminated by Buyer on or before April 19, Buyer shall assume Seller’s obligations for payment of unused vacation, paid time off, holiday pay, sick pay 1997 and other similar compensation accrued to those employees of Seller which are retained by Buyer, and Buyer shall receive a credit against the Purchase Price for such amounts. Buyer shall be responsible to satisfy make such amounts severance payments to the former employees of all other Transferred Employees. (h) Neither Buyer nor Seller intends this Section 7.10 to the extent of the credit received providedcreate any rights or interest, however except as between Buyer shall not be liable for any such amounts that are disputed or in excess of the credit given at the Closing and Seller and LMP shall defend and hold Buyer harmless for such disputed amounts. Seller shall terminate its no present or future employees on the Closing Date. Provided the Closing takes place, Buyer may, but is not obligated to, employ Seller’s employees who are willing to accept the offered employment with Buyer, and Buyer will give due regard to of either party (or any dependents of such employees’ benefits from their prior employer, so long as such employees meet all eligibility requirements, including any probationary period; provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall hire on an at-will basis enough of Seller’s employees (each selected by Buyer in its sole and absolute discretion) so that Buyer and Seller will be treated as third party beneficiaries in compliance with the provisions of the Workers Adjustment and Retraining Notification Act, 29 U.S.C. §2101-2109, if applicableor under this Agreement. The foregoing does not grant to any of Seller’s individual employees a right of employment by Buyer.7.11