(c) The Purdue Parties and Contributor, respectively, will promptly notify the other Parties in writing of any perceived breach by such other Party or perceived Material Adverse Effect that it believes would cause it not to close pursuant to Section 8.2 (Conditions to the Purdue Parties’ Obligation to Close) or Section 8.3 (Conditions to Contributor’s Obligation to Close) so that the receiving Party has an opportunity to cure such perceived breach or Material Adverse Effect.
6.14 Exclusive Dealings. During the period from the Effective Date to the earlier of the Closing or the termination of this Agreement in accordance with its terms, Contributor will not, directly or indirectly, enter into any definitive agreements, arrangements or understanding with any third Person other than the Purdue Parties with respect to any transaction that has a purpose of a contribution or other disposition of all or substantially all of the Institutional Assets or a business combination involving Contributor. During the period from the Effective Date to the earlier of the Closing or the termination of this Agreement in accordance with its terms, none of the Purdue Parties nor Contributor nor any of their respective Affiliates, will, directly or indirectly, enter into or consummate any definitive agreements, arrangements or understandings which have the effect of creating, acquiring or operating any U.S. degree-granting online institution designed to specifically serve non-traditional students, except with the prior written consent of NewU, in the case of Contributor, and the prior written consent of Contributor, in the case of any of the Purdue Parties.
7.1 Transferred Employees.
(a) NewU shall offer to hire, not later than five (5) days prior to the Closing Date, all Institutional Employees, and Contributor shall cooperate with NewU in NewU’s efforts to accomplish the retention and hiring of the Institutional Employees. NewU will offer employment to all Institutional Employees on such terms and conditions of employment reasonably comparable to those enjoyed by such Institutional Employees prior to the Closing. The obligations of NewU to hire Institutional Employees shall not be affected by virtue of the absence of any Institutional Employee as of the Closing Date due to any short term disability, long term disability or leave of absence. Effective as of the Closing, the employment of all of the Transferred Employees will be terminated by Contributor or its Affiliates, as the case may be, and Contributor shall be responsible for severance, if any, due such Transferred Employees.
(b) Nothing contained in this Agreement shall confer upon any Contributor employee any right with respect to continuance of employment by NewU after the Closing Date.
7.2 Service Credit. From and after the Closing, NewU shall give each Transferred Employee full credit for purposes of eligibility to participate and vesting under any employee benefit plans or arrangements maintained by NewU and its Affiliates for all purposes under any severance plan, paid-time-off or vacation pay plan maintained by NewU and its Affiliates, for such employee’s service with Contributor and its Affiliates to the same extent such service is recognized by the comparable Contributor Benefit Plan immediately prior to the Closing, other than for any newly established plans where prior service is not recognized for any of NewU’s employees. Without limiting the foregoing, NewU shall: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferred Employees and their eligible dependents under the health and welfare plans of NewU for active employee coverage (each a “NewU Welfare Plan”) to the extent waived or otherwise satisfied under the applicable corresponding Contributor Benefit Plan immediately prior to the Closing and (ii) provide each Transferred Employee and his or her eligible dependents with credit under NewU Welfare Plans for any co-payments and deductibles paid under corresponding Contributor Benefit Plans prior to the Closing for the calendar year in which the Closing occurs, for purposes of satisfying any applicable deductible or out-of-pocket requirements under any NewU Welfare Plans.