Contractor Key Personnel The Contractor shall assign a Corporate OASIS SB Program Manager (COPM) and Corporate OASIS SB Contract Manager (COCM) as Contractor Key Personnel to represent the Contractor as primary points-of-contact to resolve issues, perform administrative duties, and other functions that may arise relating to OASIS SB and task orders solicited and awarded under OASIS SB. Additional Key Personnel requirements may be designated by the OCO at the task order level. There is no minimum qualification requirements established for Contractor Key Personnel. Additionally, Contractor Key Personnel do not have to be full-time positions; however, the Contractor Key Personnel are expected to be fully proficient in the performance of their duties. The Contractor shall ensure that the OASIS SB CO has current point-of-contact information for both the COPM and COCM. In the event of a change to Contractor Key Personnel, the Contractor shall notify the OASIS SB CO and provide all Point of Contact information for the new Key Personnel within 5 calendar days of the change. All costs associated with Contractor Key Personnel duties shall be handled in accordance with the Contractor’s standard accounting practices; however, no costs for Contractor Key Personnel may be billed to the OASIS Program Office. Failure of Contractor Key Personnel to effectively and efficiently perform their duties will be construed as conduct detrimental to contract performance and may result in activation of Dormant Status and/or Off-Ramping (See Sections H.16. and H.17.).
Employees (i) Sellers and Buyer acknowledge that by Sellers and Seller Tenants assigning the Tenant Leases and Assumed Management Agreements (respectively) to Buyer at Closing, no termination of employment of employees shall occur in connection with the Closing with respect to the applicable Properties, and that it is the understanding and expectation of the parties that the transaction contemplated by this Agreement with respect to such Properties does not create any liability under the WARN Act (129 U.S.C. § 2101 et seq.) or under any similar state laws. With respect to the Terminated Management Agreements or any Management Agreements terminated as a result of a conversion of any Management Agreement relationship to a leasehold relationship (to the extent any such conversion results in the termination of any such employees), Buyer shall offer, or shall cause any successor operator to offer, employment to all or substantially all of the employees at the CLP Managed Properties corresponding to such Management Agreements in a manner that avoids any liability under the WARN Act or under any similar state laws. To the extent any liability arises or is asserted to arise under the WARN Act or under any similar state laws in connection with the transaction contemplated by this Agreement (such as in connection with causing the termination of a Tenant Lease, a Terminated Management Agreement, a Management Agreement terminated as a result of a conversion of such Management Agreement relationship to a leasehold relationship, or an Assumed Management Agreement following Closing), such liability shall be the responsibility of Buyer and Buyer hereby agrees to indemnify, defend and hold harmless Sellers and each of their respective affiliates, directors and officers against such liability. (ii) Sellers acknowledge that, with respect to each CLP Managed Property, as between Sellers on the one hand, and Buyer on the other, the applicable Seller shall pay and shall remain liable for the cost of all employee wages, salaries and benefits that accrued prior to the Closing Date pursuant to the applicable Management Agreement. (iii) This Section 12.4 shall survive Closing.