asset acquisitions - Jackson Walker LLP

the part of the seller. In lieu of a forfeitable deposit, the parties may agree that in the eventof a termination of the acquisition agreement pursuant to the right of a party (often thebuyer), the terminating party will reimburse the other party (often the seller) if not in defaultfor some or all of the expenses it has incurred in the transaction, such as a costs forenvironmental studies, the HSR filing fee and/or fees of special consultants and counsel.10. ADDITIONAL COVENANTS10.1 EMPLOYEES AND EMPLOYEE BENEFITS(a) Information on Active Employees. For the purpose of this Agreement, the term“Active Employees” shall mean all employees employed on the Closing Date by Seller forits business who are: (i) bargaining unit employees currently covered by a collectivebargaining agreement or (ii) employed exclusively in Seller’s business as currentlyconducted, including employees on temporary leave of absence, including family medicalleave, military leave, temporary disability or sick leave, but excluding employees on longterm disability leave.(b)Employment of Active Employees by Buyer.(i) Buyer is not obligated to hire any Active Employee, but may interview allActive Employees. Buyer will promptly provide Seller a list of Active Employees towhom Buyer has made an offer of employment that has been accepted to be effectiveon the Closing Date (the “Hired Active Employees”). Subject to LegalRequirements, Buyer will have reasonable access to the facilities and personnelRecords (including performance appraisals, disciplinary actions, grievances, andmedical Records) of Seller for the purpose of preparing for and conductingemployment interviews with all Active Employees and will conduct the interviews asexpeditiously as possible prior to the Closing Date. Access will be provided bySeller upon reasonable prior notice during normal business hours. Effectiveimmediately before the Closing, Seller will terminate the employment of all of itsHired Active Employees.(ii) Neither Seller nor either Shareholder nor their Related Persons shall solicitthe continued employment of any Active Employee (unless and until Buyer hasinformed Seller in writing that the particular Active Employee will not receive anyemployment offer from Buyer) or the employment of any Hired Active Employeeafter the Closing. Buyer shall inform Seller promptly of the identities of thoseActive Employees to whom it will not make employment offers, and Seller shallassist Buyer in complying with the WARN Act as to those Active Employees.(iii) It is understood and agreed that (A) Buyer’s expressed intention to extendoffers of employment as set forth in this Section shall not constitute anycommitment, Contract or understanding (expressed or implied) of any obligation onthe part of Buyer to a post-Closing employment relationship of any fixed term orduration or upon any terms or conditions other than those that Buyer may establishpursuant to individual offers of employment, and (B) employment offered by Buyeris “at will” and may be terminated by Buyer or by an employee at any time for any3148166v1- 142 -