Common use of Merchant’s Employees Clause in Contracts

Merchant’s Employees. Agent may use Merchant’s employees in the conduct of the Sale to the extent Agent deems expedient, and Agent may select and schedule the number and type of Merchant’s employees required for the Sale. Agent shall identify any such employees to be used in connection with the Sale (each such employee, a “Retained Employee”) prior to the Sale Commencement Date. Notwithstanding the foregoing, Merchant’s employees shall at all times remain employees of Merchant. Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulations. 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 employment agreement or be deemed a joint or successor employer with respect to such employees. 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. Merchant shall not, without the prior consent of Agent, raise the salary or wages or increase the benefits for, or pay any bonuses or other extraordinary payments to, any Store employees prior to the Sale Termination Date. Merchant shall not transfer any Retained Employee during the Sale Term without Agent’s prior consent, which consent shall not be unreasonably withheld.

Merchant’s Employees. Subject to the terms of any employment contract, and consistent with the Merchant’s past practices, policies and procedures relating to the employment of its employees, in each case, which is provided to the Agent in writing or otherwise made available to the Agent, the Agent may use the Merchant’s employees in the conduct of the Sale to the extent the Agent deems expedient, expedient and the Agent may select and schedule the number and type of the Merchant’s employees required for the Sale. The Merchant shall use reasonable efforts to cause the Merchant’s employees to cooperate with the Agent and the Agent’s supervisors. The Agent shall identify any such employees to be used in connection with the Sale (each such employee, a “Retained Employee”) on or prior to the Sale Commencement Date. Employees will be selected by seniority and status where possible. Agent acknowledges and agrees that the selection and scheduling of Retained Employees and the decision to cease using Retained Employees in connection with the Sale shall be made with due regard to the Merchant’s desire to minimize severance, termination and any WARN Act costs to the Merchant, and shall be made so as not to interrupt any statutory working notice. Notwithstanding the foregoing, the Merchant’s employees shall at all times remain employees of the Merchant; provided, however, it is understood and agreed that the Agent’s on-site supervisors shall not be employees of Merchant under any circumstances. The Agent’s selection and scheduling of the Merchant’s employees shall at all times comply with all applicable laws and regulations, including Merchant’s collective bargaining agreements, if any. The Merchant and the Agent agree that, that except to the extent that wages and benefits of Retained Employees constitute Expenses hereunder, nothing contained in this Agreement and none of the Agent’s actions taken in respect of the Sale shall be deemed to constitute an assumption by the Agent of any of the Merchant’s obligations relating to any of Merchant’s employees including, without limitation, Excluded Benefits, Worker Adjustment Retraining Notification WARN Act (“WARN Act”) claims 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. The Agent shall comply in the conduct of the Sale with all of the Merchant’s employee rules, regulations, guidelines guidelines, and policies which have been provided to Agent in writingwriting on or prior to the Sale Commencement Date. Except as disclosed to the Agent in writing prior to the execution of this Agreement by the parties hereto, the Merchant shall not, without the prior consent of Agent, raise the salary or wages or increase the benefits for, or pay any bonuses or other extraordinary payments to, any of the Store employees prior to the Sale Termination Date. The Merchant shall not may transfer any Retained Employee during the Sale Term without upon ten (10) days’ notice to the Agent and with the Agent’s prior consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, the Merchant shall be entitled to transmit notices required under the WARN Act to its employees in its sole discretion. Nothing in this Agreement or the APA shall alter the employees’ at-will employment relationship with the Merchant.

Merchant’s Employees. Agent may use Merchant’s 's employees in the conduct of the Sale to the extent Agent in its sole discretion deems expedient, and Agent may select and schedule the number and type of Merchant’s 's employees required for the Sale. Agent shall identify any such employees to be used in connection with the Sale (each such employee, a “Retained Employee”"RETAINED EMPLOYEE") prior to the Sale Commencement Date. Notwithstanding the foregoing, Merchant’s employees Retained Employees shall at all times remain employees of Merchant. , and shall not be considered or deemed to be employees of Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulations. Merchant and Agent agree that, 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 's actions taken in respect of the Sale shall be deemed to constitute an assumption by Agent of any of Merchant’s 's obligations relating to any of Merchant’s 's employees including, without limitation, Excluded Benefits, Worker Adjustment Retraining Notification Act (“"WARN Act”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. 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. Merchant shall not, without the Agent's prior consent of Agentwritten consent, raise the salary or wages or increase the benefits for, or pay any bonuses or make any other extraordinary payments to, any Store Retained Employees or other employees responsible for Central Administrative Services prior to the Sale Termination Date. Merchant shall not transfer any Retained Employee during the Sale Term without Agent’s prior consent, which consent shall not be unreasonably withheld.

Merchant’s Employees. Agent may use all of Merchant’s or Buyer’s, as applicable, Store level employees in the conduct of the Sale to the extent Agent deems expedientreasonably necessary for the Sale (each such employee, a “Retained Employee”), and Agent may select and schedule the number and type of Merchant’s employees required for the Sale. Agent shall identify any such employees to be used in connection with the Sale (each such employee, a “Retained Employee”) prior to the Sale Commencement DateEmployees. Notwithstanding the foregoing, Merchant’s or Buyer’s, as applicable, employees shall at all times remain employees of Merchantthe Merchant or Buyer, as applicable. Agent’s selection and scheduling of Merchant’s or Buyer’s, as applicable, employees shall at all times comply with all applicable laws and regulations. Merchant Merchant, Buyer 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 or Buyer’s, as applicable, obligations relating to any of Merchant’s or Buyer’s, as applicable, employees including, without limitation, Excluded Payroll 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 employment agreement agreement, collective bargaining agreement, or be deemed a joint or successor employer with respect to such employees. Agent shall comply in the conduct of the Sale with all of Merchant’s employee rulesNeither Merchant nor Buyer, regulationsas applicable, guidelines and policies which have been provided to Agent in writing. Merchant shall notshall, without the prior consent of Agent, raise the salary or wages or increase the benefits for, or pay any bonuses or other extraordinary payments to, any Store employees prior to the Sale Termination Date. Other than in the ordinary course of business, Merchant shall not transfer any employee in anticipation of the Sale nor any Retained Employee during the Sale Term Term, in each case without Agent’s prior consent, which consent shall not be unreasonably withheld.

Merchant’s Employees. Agent may use Merchant’s employees in the conduct of the Sale to the extent Agent deems expedient, and Agent may select and schedule the number and type of Merchant’s employees required for the Sale. Agent shall identify any such employees to be used in connection with the Sale (each such employee, a “Retained Employee”) prior to the Sale Commencement Date. Notwithstanding the foregoing, Merchant’s employees shall at all times remain employees of Merchant. Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulations. 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 WARN 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 employment agreement or be deemed a joint or successor employer with respect to such employees. Agent shall comply in the conduct of the Sale with all of applicable laws and Merchant’s employee rules, regulations, guidelines and policies which have been provided to Agent in writing. Merchant shall not, without the prior consent of Agent, raise the salary or wages or increase the benefits for, or pay any bonuses or other extraordinary payments to, any Store employees prior to the Sale Termination Date. Merchant shall not transfer any Retained Employee during the Sale Term without Agent’s prior consent, which consent shall not be unreasonably withheldwithheld or delayed.

Merchant’s Employees. Agent may use Merchant’s employees in the conduct of the Sale to the extent Agent reasonably deems expedient, and Agent may select and schedule the number and type of Merchant’s employees required for the Sale. Agent shall identify any such employees to be used in connection with the Sale (each such employee, a “Retained Employee”) prior to the Sale Commencement Date. Notwithstanding the foregoing, Merchant’s employees shall at all times remain employees of Merchant. Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulationsApplicable Laws. Merchant and Agent agree that, 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 WARN Act (“WARN Act”) claims and other termination type claims and obligations, or any other amounts required to be paid by statute or lawApplicable Law; nor shall Agent become liable under any employment agreement or be deemed a joint or successor employer with respect to such employees. 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. Merchant shall not, without the prior consent of Agent, raise the salary or wages or increase the benefits for, or pay any bonuses or other extraordinary payments to, any of the Store employees prior to the Sale Termination Date. Merchant shall not transfer any Retained Employee during the Sale Term without Agent’s prior consent, which consent shall not be unreasonably withheld.

Merchant’s Employees. Agent may use Merchant’s 's employees in the conduct of the Sale to the extent Agent in its sole discretion deems expedient, and Agent may select and schedule the number and type of Merchant’s 's employees required for the Sale. Agent shall identify any such employees to be used in connection with the Sale (each such employee, a “"Retained Employee”") prior to the Sale Commencement Date. Notwithstanding the foregoing, Merchant’s employees Retained Employees shall at all times remain employees of Merchant. , and shall not be considered or deemed to be employees of Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulations. 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 's actions taken in respect of the Sale shall be deemed to constitute an assumption by Agent of any of Merchant’s 's obligations relating to any of Merchant’s 's employees including, without limitation, Excluded Benefitspayroll, 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. 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. Merchant shall not, without the Agent's prior consent of Agentwritten consent, raise the salary or wages or increase the benefits for, or pay any bonuses or make any other extraordinary payments to, any Store of its employees in anticipation of the Sale or prior to the Sale Termination Date. Merchant has not terminated and shall not transfer any Retained Employee during the Sale Term without Agent’s prior consent, which consent shall not be unreasonably withheldterminate any employee benefits or benefit programs.

Merchant’s Employees. Agent may use Merchant’s employees in the conduct of the Sale to the extent Agent deems expedient, and Agent may select and schedule the number and type of Merchant’s employees required for the Sale. Agent shall identify any such employees to be used in connection with the Sale (each such employee, a “Retained Employee”) Employees prior to the Sale Commencement Date. Notwithstanding the foregoing, Merchant’s employees shall at all times remain employees of Merchant. Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulations. 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 (the “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 employment agreement or be deemed a joint or successor employer with respect to such employees. 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. Merchant shall not, without the prior consent of Agent, raise the salary or wages or increase the benefits for, or pay any bonuses or other extraordinary payments to, any Store employees prior to the Sale Termination Date. Merchant shall not transfer any Retained Employee during the Sale Term without Agent’s prior consent, which consent shall not be unreasonably withheld.

Merchant’s Employees. Agent may use Merchant’s 's employees in the -------------------- conduct of the Sale Sales to the extent Agent in its sole discretion deems expedient, and Agent may select and schedule the number and type of Merchant’s 's employees required for the SaleSales. Agent shall identify any such employees to be used in connection with the Sale Sales (each such employee, a “"Retained Employee”") prior to ----------------- the Sale Commencement Date. Notwithstanding the foregoing, Merchant’s employees Retained Employees shall at all times remain employees of Merchant. , and shall not be considered or deemed to be employees of Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulations. Merchant and Agent agree that, 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 's actions taken in respect of the Sale shall be deemed to constitute an assumption by Agent of any of Merchant’s 's obligations relating to any of Merchant’s '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. 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. Merchant shall not, without the Agent's prior consent of Agentwritten consent, raise the salary or wages or increase the benefits for, or pay any bonuses or make any other extraordinary payments to, any Store of its employees prior to the Sale Termination Date. Merchant Agent shall not transfer any Retained Employee during comply in the Sale Term without Agent’s conduct of the Sales with all of Merchant's employee rules, regulations, guidelines and policies which have been provided to Agent in writing prior consent, which consent shall not be unreasonably withheldto the date of this Agreement.

Merchant’s Employees. Agent may use Merchant’s Store employees in the conduct of the Sale to the extent Agent deems expedient, and Agent may select and schedule the number and type of Merchant’s Store employees required for the Sale. Agent shall identify any such Store employees to be used in connection with the Sale (each such employee, a “Retained Employee”) prior to the Sale Commencement Date). Notwithstanding the foregoing, Merchant’s employees shall at all times remain employees of the Merchant. Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulations. 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 Payroll 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 JV Agent or Purchaser become liable under any employment agreement agreement, collective bargaining agreement, or be deemed a joint or successor employer with respect to such employees. 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. Merchant shall not, without the prior consent of Agent, raise the salary or wages or increase the benefits for, or pay any bonuses or other extraordinary payments to, any Store employees prior to the Sale Termination Date. Merchant shall not transfer any employee in anticipation of the Sale nor any Retained Employee during the Sale Term Term, in each case without Agent’s prior consent, which consent shall not be unreasonably withheld.

Merchant’s Employees. Agent may use Merchant’s employees in the conduct of the Sale to the extent Agent in its sole discretion deems expedient, and Agent may select and schedule the number and type of Merchant’s employees required for the Sale. Agent shall identify any such employees to be used in connection with the Sale (each such employee, a “Retained Employee”) prior to the Sale Commencement Date. Notwithstanding the foregoing, Merchant’s employees Retained Employees shall at all times remain employees of Merchant. , and shall not be considered or deemed to be employees of Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulations. 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 Benefitspayroll, 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. Agent ; provided, however, that nothing herein shall comply in affect Agent's obligations to pay the conduct Expenses of the Sale with all of Merchant’s employee rules, regulations, guidelines and policies which have been provided to Agent in writing. Merchant shall not, without the Agent’s prior consent of Agentwritten consent, raise the salary or wages or increase the benefits for, or pay any bonuses or make any other extraordinary payments to, any Store of its employees in anticipation of the Sale or prior to the Sale Termination Date. Merchant has not terminated and shall not transfer any Retained Employee during the Sale Term without Agent’s prior consent, which consent shall not be unreasonably withheldterminate any employee benefits or benefit programs.

Merchant’s Employees. Subject to the Wind-Down Budget and payment of Expenses, Agent may use Merchant’s employees in the conduct of the Sale to the extent Agent deems expedientnecessary for the Sale, and Agent may select and schedule the number and type of Merchant’s employees required for the Sale. Agent shall identify any such employees to be used in connection with the Sale (each such employee, a “Retained Employee”) prior to the Sale Commencement Date). Notwithstanding the foregoing, Merchant’s employees shall at all times remain employees of Merchant. Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulations. 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 Payroll 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 employment agreement agreement, collective bargaining agreement, or be deemed a joint or successor employer with respect to such employees. Agent For the avoidance of doubt, Merchant shall be responsible for providing any required notice under the WARN Act with respect to its employees and otherwise comply with the WARN Act with respect to any “plant closing” or “mass layoff’ (as defined in the conduct WARN Act) or group termination or similar event affecting the employees, whether before or after the date of the Sale with all of Merchant’s employee rules, regulations, guidelines and policies which have been provided to Agent in writingthis Agreement. Merchant shall not, without the prior consent of Agent, raise the salary or wages or increase the benefits for, or pay any bonuses or other extraordinary payments to, any Store or Distribution Center employees prior to the Sale Termination Date. Merchant shall not transfer any employee in anticipation of the Sale nor any Retained Employee during the Sale Term Term, in each case without Agent’s prior consent. To the extent reasonably requested by Agent, and at Agent’s expense, Merchant shall use commercially reasonable efforts to hire additional temporary employees to facilitate the GOB Sale, which consent employees shall not be unreasonably withheldconstitute Retained Employees for purposes of this Agreement.

Merchant’s Employees. Subject to the terms of any collective bargaining agreement or employment contract, and with due regard to Merchant's past practices, policies and procedures relating to the employment of its employees, Agent may use Merchant’s 's Store-level employees in the conduct of the Sale to the extent Agent Agent, in consultation with Merchant, deems expedient, and Agent consultation with Merchant, may select and schedule the number and type of Merchant’s 's employees required for the Sale. Agent shall identify any such employees to be used in connection with the Sale (each such employee, a “"Retained Employee”") prior to the Sale Commencement Date. Notwithstanding In consultation with Merchant, Agent shall identify any employees who will not be used in connection with the foregoingSale prior to the Sale Commencement Date. Employees will be selected by seniority and status where possible or where required by the terms of any collective bargaining agreement. Agent acknowledges that the selection and scheduling of Retained Employees and the decision to cease using Retained Employees in connection with the Sale shall be made with due regard to, but Agent shall not be obligated to comply with, Merchant’s employees 's desire to minimize severance and termination costs to Merchant and to the extent reasonably possible shall be made so as not to interrupt any statutory working notice, provided that Agent's ability to terminate the Sale at any Sale Store under the terms of this Agreement shall not be impaired thereby. Retained Employees shall at all times remain employees of Merchant. , and shall not be considered or deemed to be employees of Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulations. Merchant and Agent agree that, except to the extent that wages wages, vacation pay and benefits of Retained Employees constitute Expenses hereunder, nothing contained in this Agreement and none of Agent’s 's actions taken in respect of the Sale shall be deemed to constitute an assumption by Agent of any of Merchant’s 's obligations relating to any of Merchant’s '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. 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. Merchant shall not, without the Agent's prior consent of Agentwritten consent, raise the salary or wages or increase the benefits for, or pay any bonuses or make any other extraordinary payments to, any Store of its employees in anticipation of the Sale or prior to the Sale Termination Date. Merchant has not terminated and shall not transfer any Retained Employee during the Sale Term without terminate any employee benefits or benefit programs. It is understood and agreed that Agent’s prior consent, which consent 's on-site supervisors shall not be unreasonably withheldemployees of Merchant under any circumstances.

Merchant’s Employees. Agent may use Merchant’s employees in the conduct of the Sale to the extent Agent in its sole discretion deems expedient, and Agent may select and schedule the number and type of Merchant’s employees required for the Sale. Agent shall identify any such employees to be used in connection with the Sale (each such employee, a “Retained Employee”) prior to the Sale Commencement Date. Notwithstanding the foregoing, Merchant’s employees Retained Employees shall at all times remain employees of Merchant. , and shall not be considered or deemed to be employees of Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulations. Merchant and Agent agree that, 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 lawlaw (except to the extent such items are amounts for which Merchant is entitled to indemnification hereunder); 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. 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. Merchant shall not, without the Agent’s prior consent of Agentwritten consent, raise the salary or wages or increase the benefits for, or pay any bonuses or make any other extraordinary payments to, any Store of its employees prior to the Sale Termination Date. Merchant shall not transfer any Retained Employee during the Sale Term without Agent’s prior consent, which consent shall not be unreasonably withheld.

Merchant’s Employees. Subject to the terms of any collective bargaining agreement or employment contract, and with due regard to Merchant's past practices, policies and procedures relating to the employment of its employees, Agent may use (i) Merchant’s 's Store-level employees in the conduct of the Sale Sale; (ii) Warehouse-level employees in connection with the transfer of Warehouse Merchandise to the Stores; and (iii) temporary employees retained by Merchant, to the extent Agent Agent, in consultation with Merchant, deems expedient, and Agent in consultation with Merchant, may select and schedule the number and type of Merchant’s 's employees required for the SaleSale (each such employee, a "Retained Employee"). Agent shall identify any such employees Retained Employees to be used in connection with the Sale (each such employeeas soon as practicable after entry of the Approval Order. In consultation with Merchant, a “Retained Employee”) Agent shall identify any employees who will not be used in connection with the Sale prior to the Sale Commencement Date. Notwithstanding Employees will be selected by seniority and status where possible or where required by the foregoingterms of any collective bargaining agreement. Agent acknowledges that the selection and scheduling of Retained Employees and the decision to cease using Retained Employees in connection with the Sale shall be made with due regard to, but Agent shall not be obligated to comply with, Merchant’s employees 's desire to minimize severance and termination costs to Merchant and to the extent reasonably possible shall be made so as not to interrupt any statutory working notice, provided that Agent's ability to terminate the Sale at any Sale Store under the terms of this Agreement shall not be impaired thereby. Retained Employees shall at all times remain employees of Merchant. , and shall not be considered or deemed to be employees of Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulations. Merchant and Agent agree that, except to the extent that wages wages, vacation pay and benefits of Retained Employees constitute Expenses hereunder, nothing contained in this Agreement and none of Agent’s 's actions taken in respect of the Sale shall be deemed to constitute an assumption by Agent of any of Merchant’s 's obligations relating to any of Merchant’s '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. 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. Merchant shall not, without the Agent's prior consent of Agentwritten consent, raise the salary or wages or increase the benefits for, or pay any bonuses or make any other extraordinary payments to, any Store of its employees in anticipation of the Sale or prior to the Sale Termination Date. Merchant has not terminated and shall not transfer any Retained Employee during the Sale Term without terminate any employee benefits or benefit programs. It is understood and agreed that Agent’s prior consent, which consent 's on-site supervisors shall not be unreasonably withheldemployees of Merchant under any circumstances.

Merchant’s Employees. Agent may use Merchant’s employees in the conduct of the Store Closing Sale to the extent Agent in its sole discretion deems expedient, and Agent may select and schedule the number and type of Merchant’s employees required for the Store Closing Sale. Agent shall identify any such employees to be used in connection with the Store Closing Sale (each such employee, a “Retained Employee”) prior to the Sale Commencement Date; provided, however, that Agent acknowledges that all Store-level employees shall be Retained Employees. Notwithstanding the foregoing, Merchant’s employees Retained Employees shall at all times remain employees of Merchant. , and shall not be considered or deemed to be employees of Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulations. Merchant and Agent agree that, 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 Store Closing 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, 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. 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. Merchant shall not, without the Agent’s prior consent of Agentwritten consent, raise the salary or wages or increase the benefits for, or pay any bonuses or make any other extraordinary payments to, any Store of its employees prior to on or after the Sale Termination Date. Merchant shall not transfer any Retained Employee during the Sale Term without Agent’s prior consent, which consent shall not be unreasonably withhelddate of this Agreement.

Merchant’s Employees. Subject to the terms of any employment contract, and consistent with the Merchant’s past practices, policies and procedures relating to the employment of its employees, in each case, which is provided to the Agent in writing or otherwise made available to the Agent, the Agent may use the Merchant’s employees (whether at the Stores or Distribution Centers) in the conduct of the Sale to the extent the Agent deems expedient, expedient and the Agent may select and schedule the number and type of the Merchant’s employees required for the Sale. The Merchant shall use reasonable efforts to cause the Merchant’s employees to cooperate with the Agent and the Agent’s supervisors. The Agent shall identify any such employees to be used in connection with the Sale (each such employee, a “Retained Employee”) on or prior to the Sale Commencement Date. Employees will be selected by seniority and status where possible. Agent acknowledges and agrees that the selection and scheduling of Retained Employees and the decision to cease using Retained Employees in connection with the Sale shall be made with due regard to the Merchant’s desire to minimize severance, termination and any WARN Act costs to the Merchant, and shall be made so as not to interrupt any statutory working notice. Notwithstanding the foregoing, the Merchant’s employees shall at all times remain employees of the Merchant; provided, however, it is understood and agreed that the Agent’s on-site supervisors shall not be employees of Merchant under any circumstances. The Agent’s selection and scheduling of the Merchant’s employees shall at all times comply with all applicable laws and regulations, including Merchant’s collective bargaining agreements, if any. The Merchant and the Agent agree that, that except to the extent that wages and benefits of Retained Employees constitute Expenses hereunder, nothing contained in this Agreement and none of the Agent’s actions taken in respect of the Sale shall be deemed to constitute an assumption by the Agent of any of the Merchant’s obligations relating to any of Merchant’s employees including, without limitation, Excluded Benefits, Worker Adjustment Retraining Notification WARN Act (“WARN Act”) claims 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. The Agent shall comply in the conduct of the Sale with all of the Merchant’s employee rules, regulations, guidelines guidelines, and policies which have been provided to Agent in writingwriting on or prior to the Sale Commencement Date. Except as disclosed to the Agent in writing prior to the execution of this Agreement by the parties hereto, the Merchant shall not, without the prior consent of Agent, raise the salary or wages or increase the benefits for, or pay any bonuses or other extraordinary payments to, any of the Store employees prior to the Sale Termination Date. The Merchant shall not may transfer any Retained Employee during the Sale Term without upon ten (10) days’ notice to the Agent and with the Agent’s prior consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, the Merchant shall be entitled to transmit notices required under the WARN Act to its employees in its sole discretion. Nothing in this Agreement or the APA shall alter the employees’ at-will employment relationship with the Merchant.

Merchant’s Employees. Agent may use Merchant’s employees in the conduct of the Comprehensive Sale to the extent Agent in its sole discretion deems expedient, and Agent may select and schedule the number and type of Merchant’s employees required for the Comprehensive Sale. Agent shall identify any such employees to be used in connection with the Comprehensive Sale (each such employee, a “Retained Employee”) prior to the Sale Commencement Date; provided, however, that Agent acknowledges that all Store-level employees shall be Retained Employees. Notwithstanding the foregoing, Merchant’s employees Retained Employees shall at all times remain employees of Merchant. , and shall not be considered or deemed to be employees of Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulations. Merchant and Agent agree that, 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 Comprehensive 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, 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. 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. Merchant shall not, without the Agent’s prior consent of Agentwritten consent, raise the salary or wages or increase the benefits for, or pay any bonuses or make any other extraordinary payments to, any Store of its employees prior to on or after the Sale Termination Date. Merchant shall not transfer any Retained Employee during the Sale Term without Agent’s prior consent, which consent shall not be unreasonably withhelddate of this Agreement.

Merchant’s Employees. Subject to the applicable provisions of the Approval Order and any other provisions in this Agreement relating to employees, Agent may use Merchant’s employees in the conduct of the Sale to the extent Agent in its sole discretion deems expedient, and Agent may select and and, with Merchant, schedule the number and type of Merchant’s employees required for the Sale. Agent shall identify any such employees to be used in connection with the Sale (each such employee, a “Retained Employee”) prior to the Sale Commencement Date. Notwithstanding the foregoing, Merchant’s employees Retained Employees shall at all times remain employees of Merchant. , and shall not be considered or deemed to be employees of Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulations. Merchant and Agent agree that, that except to the extent that wages and benefits of Retained Employees constitute Expenses hereunderhereunder and except as otherwise expressly provided in this Agreement, 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 lawlaw (except to the extent such items are amounts for which Merchant is entitled to indemnification pursuant hereto); 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. 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. Merchant shall not, without the Agent’s prior consent of Agentwritten consent, raise the salary or wages or increase the benefits for, or pay any bonuses or make any other extraordinary payments to, any Store employees prior to of the Sale Termination Date. Merchant shall not transfer any Retained Employee during the Sale Term without Agent’s prior consentEmployees, which consent shall not be unreasonably withheldexcept as otherwise provided in this Agreement.

Merchant’s Employees. Subject to the applicable provisions of the Sale Order and any other provisions in this Agreement relating to employees, Agent may use Merchant’s employees in the conduct of the Sale to the extent Agent in its sole discretion deems expedient, and Agent may select and and, with Merchant, schedule the number and type of Merchant’s employees required for the Sale. Agent shall identify any such employees to be used in connection with the Sale (each such employee, a “Retained Employee”) prior to the Sale Commencement Date. Notwithstanding the foregoing, Merchant’s employees Retained Employees shall at all times remain employees of Merchant. , and shall not be considered or deemed to be employees of Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulations. Merchant and Agent agree that, that except to the extent that wages and benefits of Retained Employees constitute Expenses hereunderhereunder and except as otherwise expressly provided in this Agreement, 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 lawlaw (except to the extent such items are amounts for which Merchant is entitled to indemnification pursuant hereto); 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. 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. Merchant shall not, without the Agent’s prior consent of Agentwritten consent, raise the salary or wages or increase the benefits for, or pay any bonuses or make any other extraordinary payments to, any Store employees prior to of the Sale Termination Date. Merchant shall not transfer any Retained Employee during the Sale Term without Agent’s prior consentEmployees, which consent shall not be unreasonably withheldexcept as otherwise provided in this Agreement.

Merchant’s Employees. Agent may use Merchant’s 's employees in the conduct of the Sale to the extent Agent in its sole discretion deems expedient, and Agent may select and schedule the number and type classification of Merchant’s 's employees required for the Sale. Agent shall identify any such employees to be used in connection with the Sale (each such employee, a “"Retained Employee”") prior to the Sale Commencement Date. Notwithstanding the foregoing, Merchant’s employees Retained Employees shall at all times remain employees of Merchant. , and shall not be considered or deemed to be employees of Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulations. Merchant and Agent agree that, 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 's actions taken in respect of the Sale shall be deemed to constitute an assumption by Agent of any of Merchant’s 's obligations relating to any of Merchant’s '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. 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. Merchant shall not, without the Agent's prior consent of Agentwritten consent, raise the salary or wages or increase the benefits for, or pay any bonuses or make any other extraordinary payments to, any Store of its employees prior to the Sale Termination Date. Merchant shall not transfer any Retained Employee during the Sale Term without Agent’s prior consent, which consent shall not be unreasonably withheld.

Merchant’s Employees. Merchant shall permit all of its employees at the Stores to be available to Agent for the Sale. Agent may use Merchant’s 's store-level employees in the conduct of the Sale to the extent Agent in its sole discretion deems expedient, and Agent may select and schedule the number and type of Merchant’s 's employees required for the Sale. Agent shall identify any such store-level employees to be used in connection with the Sale (each such employee, a “"Retained Employee”") and shall notify Merchant of the identity of all Retained Employees prior to the Sale Commencement Date. Notwithstanding the foregoing, Merchant’s employees Retained Employees shall at all times remain employees of Merchant. , and shall not be considered or deemed to be employees of Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulations. Merchant and Agent agree that, except to the extent that wages and benefits of Retained Employees constitute Sale Expenses hereunder, nothing contained in this Agreement and none of Agent’s 's actions taken in respect of the Sale shall be deemed to constitute an assumption by Agent of any of Merchant’s 's obligations relating to any of Merchant’s '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. 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. Merchant shall not, without the Agent's prior consent of Agentwritten consent, raise the salary or wages or increase the benefits for, or pay any bonuses or make any other extraordinary payments to, any Store of its employees in anticipation of the Sale or prior to the Sale Termination Date, provided that Merchant may provide health insurance benefits to newly eligible employees pursuant to Merchant's health insurance plan and may implement scheduled raises in the ordinary course of business. Merchant has not terminated and shall not transfer any Retained Employee use its reasonable best efforts to continue all employee benefits and benefit programs during the Sale Term without Agent’s prior consent, which consent shall not be unreasonably withheldTerm.

Merchant’s Employees. Agent may use Merchant’s employees in the conduct of the Sale to the extent Agent in its sole discretion deems expedient, and Agent may select and schedule the number and type of Merchant’s employees required for the Sale. Agent shall identify any such employees (including, without limitation, Merchant’s District Managers in Closing Markets used by Agent in connection with the Sale) to be used in connection with the Sale (each such employee, a “Retained Employee”) prior to the Sale Commencement Date. Notwithstanding the foregoing, Merchant’s employees Retained Employees shall at all times remain employees of Merchant. , and shall not be considered or deemed to be employees of Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulations. 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 Benefitspayroll, 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. Agent ; provided, however, that nothing herein shall comply in affect Agent's obligations to pay the conduct Expenses of the Sale with all of Merchant’s employee rules, regulations, guidelines and policies which have been provided to Agent in writing. Merchant shall not, without the Agent’s prior consent of Agentwritten consent, raise the salary or wages or increase the benefits for, or pay any bonuses or make any other extraordinary payments to, any Store of its employees in anticipation of the Sale or prior to the Sale Termination Date. Merchant has not terminated and shall not transfer any Retained Employee during the Sale Term without Agent’s prior consent, which consent shall not be unreasonably withheldterminate any employee benefits or benefit programs.

Merchant’s Employees. Agent may use Merchant’s employees in the conduct of the Sale to the extent Agent deems expedientnecessary for the Sale, and Agent may select and schedule the number and type of Merchant’s employees required for the Sale. Agent shall identify any such employees to be used in connection with the Sale (each such employee, a “Retained Employee”) prior to the Sale Commencement Date). Notwithstanding the foregoing, Merchant’s employees shall at all times remain employees of Merchant. Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulations, and Merchant’s applicable collective bargaining agreements. 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 employment agreement or be deemed a joint or successor employer with respect to such employees. 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. Merchant shall not, without the prior consent of Agent, raise the salary or wages or increase the benefits for, or pay any bonuses or other extraordinary payments to, any Store employees prior to the Sale Termination Date. Merchant shall not transfer any Retained Employee during the Sale Term without Agent’s prior consent, which consent shall not be unreasonably withheld.

Merchant’s Employees. Merchant shall permit all of its employees at the Stores to be available to Agent for the Sale. Agent may use Merchant’s 's employees in the conduct of the Sale to the extent Agent in its sole discretion deems expedient, and Agent may select and schedule the number and type of Merchant’s 's employees required for the Sale. Sale Agent shall identify any such employees to be used in connection with the Sale (each such employee, a “"Retained Employee”") and shall notify Merchant of the identity of all Retained Employees prior to the Sale Commencement Date. Notwithstanding the foregoing, Merchant’s employees Retained Employees shall at all times remain employees of Merchant. , and shall not be considered or deemed to be employees of Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulations. Merchant and Agent agree that, except to the extent that wages and benefits of Retained Employees constitute Sale Expenses hereunder, nothing contained in this Agreement and none of Agent’s 's actions taken in respect of the Sale shall be deemed to constitute an assumption by Agent of any of Merchant’s 's obligations relating to any of Merchant’s '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. 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. Merchant shall not, without the Agent's prior consent of Agentwritten consent, raise the salary or wages or increase the benefits for, or pay any bonuses or make any other extraordinary payments to, any Store of its employees in anticipation of the Sale or prior to the Sale Termination Date. Merchant has not terminated and shall not transfer any Retained Employee during the Sale Term without Agent’s prior consent, which consent shall not be unreasonably withheldterminate any employee benefits or benefit programs.

Merchant’s Employees. Agent may use Merchant’s 's employees in the conduct of the Sale to the extent Agent in its sole discretion deems expedient, and Agent may select and schedule the number and type of Merchant’s 's employees required for the Sale. Agent shall identify any such employees to be used in connection with the Sale (each such employee, a “"Retained Employee”") prior to the Sale Commencement Date. Notwithstanding the foregoing, Merchant’s employees Retained Employees shall at all times remain employees of Merchant. , and shall not be considered or deemed to be employees of Agent’s selection and scheduling of Merchant’s employees shall at all times comply with all applicable laws and regulations. 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 's actions taken in respect of the Sale shall be deemed to constitute an assumption by Agent of any of Merchant’s 's obligations relating to any of Merchant’s '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. 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. Merchant shall not, without the Agent's prior consent of Agentwritten consent, raise the salary or wages or increase the benefits for, or pay any bonuses or make any other extraordinary payments to, any Store of its employees in anticipation of the Sale or prior to the Sale Termination Date. Merchant has not terminated and shall not transfer any Retained Employee during the Sale Term without Agent’s prior consent, which consent shall not be unreasonably withheldterminate any employee benefits or benefit programs.