Common use of Merchant’s Undertakings Clause in Contracts

Merchant’s Undertakings. During the Sale Term, Merchant shall (a) be the employer of the Stores’ employees, other than the Supervisors, and provide employees at the Stores; (b) pay all taxes, costs, expenses, accounts payable, and other liabilities relating to the Stores, the Stores’ employees and other representatives of Merchant; (c) prepare and process all tax forms and other documentation; (d) collect all sales taxes and pay them to the appropriate taxing authorities for the Stores; (e) use reasonable efforts to cause Merchant’s employees to cooperate with Consultant and the Supervisors; (f) execute all agreements determined by the Merchant and Consultant to be necessary or desirable for the operation of the Stores during the Sale; (g) arrange for the ordinary maintenance of all point-of-sale equipment required for the Stores; (h) ensure that Consultant has quiet use and enjoyment of, and reasonable access to, the Stores for the Sale Term in order to perform its obligations under this Agreement; (i) use reasonable efforts to cause Merchant’s employees to cooperate with Consultant and the Supervisors. Merchant shall provide throughout the Sale Term central administrative services necessary for the Sale, including, without limitation, customary POS administration, sales audit, cash reconciliation, accounting, and payroll processing, all at no cost to Consultant. Merchant shall provide throughout the Sale Term Merchant’s current credit card systems and servicing arrangements (including Merchant's credit card terminals and processor(s), credit card processor coding and bank accounts) during the course of the Sale at no cost to Consultant. The Parties expressly acknowledge and agree that Consultant shall have no liability to Merchant’s employees for wages, benefits, severance pay, termination pay, vacation pay, pay in lieu of notice of termination or any other liability arising from Merchant’s employment, hiring or retention of its employees, and such employees shall not be considered employees of Consultant.

Merchant’s Undertakings. During the Sale Term, Merchant shall (a) be the employer of the Stores’ employees, other than the Supervisors, and provide employees at the Stores; (b) pay all taxes, costs, expenses, accounts payable, and other liabilities relating to the Stores, the Stores’ employees and other representatives of Merchant; (c) prepare and process all tax forms and other documentation; (d) collect all sales taxes and pay them to the appropriate taxing authorities for the Stores; (e) use reasonable efforts to cause Merchant’s employees to cooperate with Consultant and the Supervisors; (f) execute all agreements determined by the Merchant and Consultant to be necessary or desirable for the operation of the Stores during the Sale; (g) arrange for the ordinary maintenance of all point-of-sale equipment required for the Stores; and (h) ensure that Consultant has quiet use reasonable efforts to provide peaceful use and enjoyment occupancy of, and reasonable access (including reasonable before and after hours access and normal utilities/phone service) to, the Stores and Merchant’s corporate offices for the purpose of preparing for, conducting, and completing the Sale Term in order to and perform its obligations under this Agreement; (i) use reasonable efforts to cause Merchant’s employees to cooperate with Consultant and the Supervisors. Merchant shall provide throughout the Sale Term central administrative services necessary for the Sale, including, without limitation, customary POS administration, sales audit, cash reconciliation, accounting, and including internal payroll processing, MIS services, cash and inventory reconciliation, data processing and reporting, email preparation and distribution, information technology updates, functionality, and maintenance, and accounting, all at no cost to Consultant. Merchant shall provide throughout the Sale Term Merchant’s current credit card systems and servicing arrangements (including Merchant's credit card terminals and processor(s), credit card processor coding and bank accounts) during the course of the Sale at no cost to Consultant. The Parties expressly acknowledge and agree that Consultant shall have no liability to Merchant’s employees for wages, benefits, severance pay, termination pay, vacation pay, pay in lieu of notice of termination or any other liability arising from Merchant’s employment, hiring or retention of its employees, and such employees shall not be considered employees of Consultant.

Merchant’s Undertakings. During the Sale TermTenn, Merchant shall (a) be the employer of the Stores’ ' and the DC' employees, other than the Supervisors, and provide employees at the Stores; (b) pay all taxes, costs, expenses, accounts payable, and other liabilities relating to the Stores, the DC, the Stores’ ' employees and other representatives of Merchant; (c) prepare and process all tax forms and other documentation; (d) collect all sales taxes and pay them to the appropriate taxing authorities for the Stores; (e) use reasonable efforts to cause Merchant’s 's employees to cooperate with Consultant and the Supervisors; (f) execute all agreements determined by the Merchant and Consultant to be necessary or desirable for the operation of the Stores Stores, the DC during the Sale; (g) arrange for the ordinary maintenance of all point-of-sale equipment required for the Stores; and (h) use reasonable efforts to ensure that Consultant has quiet use and enjoyment of, and reasonable access to, of the Stores for the Sale Term Tenn in order to perform its obligations under this Agreement; (i) use reasonable efforts to cause Merchant’s employees to cooperate with Consultant and the Supervisors. Merchant shall provide throughout the tbe Sale Term central administrative services necessary for the Sale, including, without limitation, customary POS administration, sales audit, cash reconciliation, accounting, and payroll payrolJ processing, all at no cost to Consultant. Merchant shall provide throughout the Sale Term Merchant’s current credit card systems and servicing arrangements (including Merchant's credit card terminals and processor(s), credit card processor coding and bank accounts) during the course of the Sale at no cost to Consultant. The Parties expressly acknowledge and agree that Consultant shall have no liability to Merchant’s 's employees for wages, benefits, severance pay, termination pay, vacation pay, pay in lieu of notice of termination or any other liability arising from Merchant’s 's employment, hiring or retention of its employees, and such employees shall not be considered employees of Consultant.

Merchant’s Undertakings. During the Sale Term, Merchant shall (a) be the employer of the Stores’ employees, other than the Supervisors, and provide employees at the Stores; (b) pay all taxes, costs, expenses, accounts payable, and other liabilities relating to the Stores, the Stores’ employees and other representatives of Merchant; (c) prepare and process all tax forms and other documentation; (d) collect all sales taxes and pay them to the appropriate taxing authorities for the Stores; (e) use reasonable efforts to cause Merchant’s employees to cooperate with Consultant Agent and the Supervisors; (f) execute all agreements mutually determined by the Merchant and Consultant Agent to be necessary or desirable for the operation of the Stores during the Sale; (g) arrange for the ordinary maintenance of all point-of-sale equipment required for the StoresStores and any computer servers necessary to operate the Sale; (h) apply for and obtain, with Agent’s assistance and support, all applicable permits and authorizations (including landlord approvals and consents) for the Sale; (i) ensure that Consultant Agent has quiet use and enjoyment of, and reasonable access to, of the Stores for the Sale Term in order to perform its obligations under this Agreement; (i) use reasonable efforts to cause Merchant’s employees to cooperate with Consultant and the Supervisors. Merchant shall provide throughout the Sale Term central administrative services necessary for the Sale, including, including (without limitation, ) customary POS administration, sales audit, cash reconciliation, accounting, and payroll processing, all at no cost to Consultant. Merchant shall provide throughout the Sale Term Merchant’s current credit card systems and servicing arrangements (including Merchant's credit card terminals and processor(s), credit card processor coding and bank accounts) during the course of the Sale at no cost to ConsultantAgent. The Parties expressly acknowledge and agree that Consultant Agent shall have no liability to Merchant’s employees for wages, benefits, severance pay, termination pay, vacation pay, pay in lieu of notice of termination or any other liability arising from MerchantXxxxxxxx’s employment, hiring or retention of its employees, and such employees shall not be considered employees of ConsultantAgent.