THE CLOSING DATE (A "BUYER ADVERSE TAX EVENT NOTICE"). UPON REASONABLE
REQUEST BY SELLER, BUYER WILL MAKE ITS COUNSEL REASONABLY AVAILABLE TO SELLER TO
DISCUSS WHY BUYER BELIEVES THE DESCRIBED CHANGE IN TAX LAW OR PROPOSED CHANGE IN
TAX LAW HAS A POSSIBILITY OF CONSTITUTING A BUYER ADVERSE TAX EVENT.
Section 5.8
Post-Closing Obligations of each Specified Business to
Certain Employees.
(A)
SELLER SHALL PROVIDE TO BUYER NO LATER THAN 14 BUSINESS DAYS
FOLLOWING THE DATE HEREOF, A COPY OF EACH EMPLOYMENT AGREEMENT OR OTHER
INDIVIDUAL AGREEMENT GOVERNING THE TERMS AND CONDITIONS OF ANY APPLICABLE
EMPLOYEE'S EMPLOYMENT ENTERED INTO WITH ANY APPLICABLE EMPLOYEE AND A SCHEDULE
OF EACH APPLICABLE EMPLOYEE WITH HIS OR HER TITLE, JOB LOCATION, EMPLOYER,
PRIMARY PLACE OF RESIDENCE, SALARY OR WAGE RATE, COMMISSION STATUS, BONUS
OPPORTUNITY, DATE OF HIRE, 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 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
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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