LEVEL OR OTHER JOB CLASSIFICATION, FULL OR PART TIME
STATUS, "EXEMPT" OR "NON-EXEMPT" STATUS, WHETHER SUCH APPLICABLE EMPLOYEE IS
PART OF A COLLECTIVE BARGAINING UNIT AND REGULARLY SCHEDULED WORK SHIFT, AS
APPLICABLE, AND SHALL SUPPLEMENT SUCH SCHEDULE NO LATER THAN 60
110
BUSINESS DAYS FOLLOWING THE DATE HEREOF, INDICATING FOR EACH APPLICABLE
EMPLOYEE, SUCH APPLICABLE EMPLOYEE'S DIRECT SUPERVISOR AND MOST RECENT
PERFORMANCE RATING OR EVALUATION. IN ADDITION, NO LATER THAN 55 BUSINESS DAYS
PRIOR TO THE CLOSING DATE, SELLER SHALL UPDATE SUCH SCHEDULE, INCLUDING WITH
RESPECT TO EACH APPLICABLE EMPLOYEE'S DIRECT SUPERVISOR AND MOST RECENT
PERFORMANCE RATING OR EVALUATION. NO LATER THAN 40 BUSINESS DAYS PRIOR TO THE
CLOSING DATE, BUYER SHALL MAKE OFFERS OF EMPLOYMENT COMMENCING ON THE CLOSING
DATE TO ALL APPLICABLE EMPLOYEES, AND SUCH OFFERS SHALL BE CONTINGENT UPON
(I) THE CLOSING, (II) SUCH EMPLOYEE BEING AN APPLICABLE EMPLOYEE ON THE CLOSING
DATE AND (III) SUCH APPLICABLE EMPLOYEE'S SATISFACTION OF CUSTOMARY EMPLOYMENT
CONDITIONS APPLICABLE TO ALL PARENT EMPLOYEES WHICH CUSTOMARY EMPLOYMENT
CONDITIONS ARE SET FORTH ON SCHEDULE 5.8(A)(I) OF THE BUYER DISCLOSURE SCHEDULE
(IT BEING UNDERSTOOD THAT SUCH CONDITIONS WILL NOT INCLUDE THE EVALUATION OF
PRIOR PERFORMANCE) (THE "BACKGROUND CHECK"); PROVIDED, HOWEVER, THAT BUYER SHALL
HAVE NO OBLIGATION TO EXTEND AN OFFER OF EMPLOYMENT TO ANY EMPLOYEE WHO AS OF
THE DATE HEREOF OR AS OF THE CLOSING DATE IS IDENTIFIED BY JOB FUNCTION,
DESCRIPTION OR TITLE OR OTHERWISE NOTED ON SCHEDULE 5.8(A)(II) OF THE SELLER
DISCLOSURE SCHEDULE. BUYER SHALL, AND SHALL CAUSE PARENT TO, COOPERATE WITH
SELLER FROM AND AFTER THE DATE HEREOF TO COMMUNICATE WITH APPLICABLE EMPLOYEES
OTHER THAN THOSE SET FORTH ON SCHEDULE 5.8(A)(II) OF THE SELLER DISCLOSURE
SCHEDULE REGARDING THE ANTICIPATED OFFERS OF EMPLOYMENT TO BE MADE BY BUYER TO
SUCH APPLICABLE EMPLOYEES HEREUNDER. OFFERS OF EMPLOYMENT REQUIRED BY THIS
SECTION 5.8(A) SHALL BE FOR A POSITION OF SIMILAR OR GREATER STATUS, AUTHORITY,
DUTIES AND AGGREGATE COMPENSATION (EXCLUDING ANY EQUITY-BASED COMPENSATION,
SEVERANCE, RETENTION, SALE, STAY, SPECIAL BONUS, EMERGENCE OR OTHER CHANGE IN
CONTROL PAYMENTS OR AWARDS OR ANY SIMILAR COMPENSATION OR AWARD) AS SUCH
EMPLOYEE ENJOYS WITH SELLER AND/OR ITS AFFILIATES IMMEDIATELY PRIOR TO THE
CLOSING DATE, THAT IS WITHIN A 50-MILE RADIUS FROM SUCH EMPLOYEE'S PRIMARY PLACE
OF RESIDENCE AS OF THE CLOSING DATE, AND WITH ANY SUCH ADDITIONAL RIGHTS AND
BENEFITS AS ARE PRESCRIBED BY THIS SECTION 5.8. CONSISTENT WITH AND SUBJECT TO
THE FOREGOING AND THE OTHER TERMS OF THIS AGREEMENT, BUYER SHALL HAVE THE RIGHT
TO ESTABLISH THE TERMS AND CONDITIONS UNDER WHICH SUCH OFFERS WILL BE MADE. NO
LATER THAN TWO BUSINESS DAYS FOLLOWING THE DATE OFFERS ARE REQUIRED TO BE MADE
HEREUNDER, BUYER SHALL PROVIDE TO SELLER A LIST OF THE APPLICABLE EMPLOYEES WHO
DO NOT SATISFY THE BACKGROUND CHECK, BY JOB POSITION OR NAME AND REGION, AND AS
TO WHOM BUYER AS A RESULT OF SUCH BACKGROUND CHECK FAILURE HAS NOT MADE OFFERS
OF EMPLOYMENT PURSUANT TO THIS SECTION 5.8(A). THE PARTIES HERETO SHALL
COOPERATE WITH EACH OTHER TO GIVE EFFECT TO THIS SECTION 5.8(A)