Merchant and Agent shall be authorized to continue to take any and all actions as may be necessary or desirable to implement this Agreement and each of the transactions contemplated hereby, including, without limitation, the actions contemplated in Section 8.10 of this Agreement;
Merchant and Agent agree that except to the extent that wages and benefits of Retained Employees constitute Expenses hereunder, nothing contained in this Agreement and none of Agent's actions taken in respect of the Sale shall be deemed to constitute an assumption by Agent of any of Merchant's obligations relating to any of Merchant's employees including, without limitation, Excluded Benefits, Worker Adjustment Retraining Notification Act ("WARN Act') claims and other termination type claims and obligations, or any other amounts required to be paid by statute or law; nor shall Agent become liable under any collective bargaining or employment agreement or be deemed a joint or successor employer with respect to such employees. Notwithstanding anything to the contrary set forth in this Agreement, Agent shall be responsible for actions taken by Retained Employees at Agent's express direction. Merchant shall not, without prior written consent of Agent, raise the salary or wages or increase the benefits for, or pay any bonuses or make any other extraordinary payments to, any of its employees prior to the Sale Termination Date. Agent shall comply in the conduct of the Sale with all of Merchant's employee rules, regulations, guidelines and policies which have been provided to Agent in writing prior to the date of this Agreement.
Merchant and Agent agree and acknowledge that, during the Sale Term, the (i) Sale has been and is being conducted in Store 457 in Massena, New York ("Store 457"), (ii) merchandise in Store 457 was included in the Merchandise Count for purposes of Section 4 of the Agreement, (iii) proceeds from the sale of the Merchandise in Store 457 have been and are being included in "Proceeds" for purposes of Section 6 of the Agreement, and (iv) the expenses for Store 457 have been and are being included in "Expenses" for purposes of Section 3 of the Agreement, even though Store 457 is not listed on Exhibit 1A to the Agreement. The Agreement shall be amended to list Store 457 on Exhibit 1A to the Agreement and to otherwise include Store 457 in the definition of "Stores" as that term is used in the Agreement.
