Common use of Seller's Employees Clause in Contracts

Seller's Employees. For so long as a project set forth on Schedule 3.18 has any outstanding obligations to be performed under it (an "Existing Project"), Seller shall continue to employ those employees and continue to use the services of those independent contractors who were employed or hired for that Existing Project even if the term extends beyond the Closing Date. Pursuant to this Agreement, Buyer is assuming any outstanding obligations of Seller under an Existing Project following the Closing Date; provided, however, that Seller shall make available its employees and independent contractors who were employed or hired for an Existing Project to assist Buyer in performing any outstanding obligations under such Existing Project. Seller shall continue to be responsible for all Liabilities and obligations due to its employees and independent contractors until the completion of the Existing Project for which such employees and/or independent contractors were employed or hired, except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before the Closing Date which will be assumed by Buyer. Buyer shall reimburse Seller for all out-of-pocket expenses arising in the Ordinary Course of the Business incurred by Seller after the Closing Date associated with the continued employment of an employee or the use of an independent contractor for an Existing Project; provided that it is hereby acknowledged that Buyer is not assuming any Liability arising from or related to Seller's employees and independent contractors, except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before the Closing Date which will be assumed by Buyer.. Upon completion of an Existing Project, those employees or independent contractors of Seller who were hired for that completed Existing Project and who are not employed or hired by Seller for any other Existing Project shall no longer be employed or hired by Seller, or if Buyer should so determine, in its sole discretion, to employ or hire such employees or independent contractors of Seller prior to the completion of an Existing Project, Seller shall release such employee or independent contractor from employment or hire. Following such time, Buyer, in its sole discretion, may seek to employ or hire such employee or independent contractor. Each of Seller and Shareholder acknowledge that Buyer will determine, in its sole discretion, the classification of each person hired by Buyer and the method of compensation for such persons. Nothing in this Section 6.2 shall be construed to deem Buyer a joint employer of Seller's employees and independent contractors, and in the event that Buyer is deemed to be a joint employer of Seller's employees and independent contractors, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability which may be attributed to Buyer as a joint employer. Additionally, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability relating to or arising from a breach, based on the actions of Seller, of a representation, warranty or covenant of Seller in any Contract set forth on Schedule 3.18. Any indemnity set forth in this Section 6.2 shall be made in accordance with the provisions of Article X hereof, without regard to the limitations contained in Section 10.2(b).

Seller's Employees. For so long as a project set forth on Schedule 3.18 has Unless otherwise agreed before Closing, with respect to any outstanding obligations to be performed under it (an "Existing Project")of Seller’s restaurant-level employees, Seller shall continue to employ will terminate the employment of those employees and continue to use at the services close of those independent contractors who were employed or hired for that Existing Project even if the term extends beyond business on the Closing Date. Pursuant Seller will directly pay all terminated employees, including any of the employees hired by the Buyer (the “Hired Employees”) for earned and unused vacation, in accordance with Seller’s normal policies (which do not call for Seller to this Agreement, pay for accrued but unearned vacation). The terminated employees may become employees of the Buyer is assuming any outstanding obligations as of Seller under an Existing Project the day following the Closing Date; provided, however, that Seller shall make available its employees Date and independent contractors who were employed or hired for an Existing Project to assist Buyer in performing PHI hereby waives any outstanding obligations under such Existing Project. Seller shall continue to be responsible for all Liabilities and obligations due to its employees and independent contractors until the completion violation of Section 13.2 of the Existing Project for which such Franchise Agreement with respect to the Hired Employees. All claims of the employees and/or independent contractors were employed or hired, except for the payroll and related expenses arising out of employees and costs and wages of independent contractors since the last ADP payroll disbursement date their employment with Seller before the Closing Date which will be assumed by the sole liability of Seller, and Seller will indemnify the Buyer from all claims of that nature. As between Seller and the Buyer. , the Buyer shall reimburse Seller for assumes all out-of-pocket expenses arising in the Ordinary Course claims of the Business incurred Hired Employees relating to employment by Seller the Buyer arising after the Closing Date associated Date, and the Buyer will indemnify Seller from all such claims by them. For the purpose of determining benefits for Hired Employees, the Buyer agrees to honor the Hired Employees’ length of service and anniversary dates with the continued employment Seller. The Seller will furnish the Buyer a list of an the Hired Employees that defines their length of service and anniversary dates. The Buyer understands that the active participation of the Hired Employees in all benefit plans maintained by the Seller will end on the Closing Date. Seller will continue any employee benefit payment obligations for Hired Employees who are on leave of absence or the use of an independent contractor for an Existing Project; provided that it is hereby acknowledged that Buyer is not assuming any Liability arising from or related to Seller's employees and independent contractors, except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before disabled on the Closing Date which will be assumed by Buyer.. Upon completion of an Existing Project, those employees or independent contractors of Seller who were hired for that completed Existing Project and who are not employed or hired by Seller for any other Existing Project shall no longer be employed or hired by Seller, or if Buyer should so determine, in its sole discretion, to employ or hire such employees or independent contractors of Seller prior to the completion of an Existing Project, Seller shall release such employee or independent contractor from employment or hire. Following such time, Buyer, in its sole discretion, may seek to employ or hire such employee or independent contractor. Each of Seller and Shareholder acknowledge that Buyer will determine, in its sole discretion, the classification of each person hired by Buyer and the method of compensation for such persons. Nothing in this Section 6.2 shall be construed to deem Buyer a joint employer of Seller's employees and independent contractors, and in the event that Buyer is deemed to be a joint employer of Seller's employees and independent contractors, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability which may be attributed to Buyer as a joint employer. Additionally, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability relating to or arising from a breach, based on the actions of Seller, of a representation, warranty or covenant of Seller in any Contract set forth on Schedule 3.18. Any indemnity set forth in this Section 6.2 shall be made in accordance with the provisions Seller’s or PHI’s policies. If any of Article X hereofthe Seller’s above restaurant employees are transferred to other operations of the Seller (“Transferred Employees”), without regard the Seller will (upon request by the Buyer) use its reasonable best efforts to provide to the limitations contained in Section 10.2(b)Buyer the services of some or all of the Transferred Employees (as chosen by the Buyer) for up to 60 days after the Closing. The Buyer will reimburse the Seller for all payroll and benefit costs associated with any such loaned Transferred Employees.

Seller's Employees. For so long as a project Purchaser shall offer at-will employment to all employees currently employed by Seller other than those set forth on Schedule 3.18 has any outstanding obligations SCHEDULE 6.1 attached hereto. Seller will use commercially reasonable efforts to be performed under it (an "Existing Project")assist Purchaser in the hiring of such employees. Promptly after execution of this Agreement, Seller shall continue notify each such employee Purchaser intends to employ those in writing that by reason of the sale of the Business their employment with Seller is being terminated as of the Closing Date and that each may make application to Purchaser for new employment. Any such employees actually employed by Purchaser or its Affiliated Entities immediately following the Closing are referred to in this Agreement as "Transferred Employees". To the extent that service is relevant for purposes of eligibility and continue vesting (and, in order to use calculate the services amount of those independent contractors who were employed any vacation, sick days, severance, layoff and similar benefits, but not for purposes of pension benefit accruals) under any retirement plan, employee benefit plan, program or hired arrangement established or maintained by Purchaser or any of its Affiliates for that Existing Project even if the term extends beyond benefit of the Purchaser's employees, such plan, program or arrangement, shall credit such Transferred Employees for service earned on and prior to the Closing Date with Seller, in addition to service earned with Purchaser or any of Purchaser's Affiliates after the Closing Date. Pursuant In addition to this Agreementthe foregoing, Buyer is assuming any outstanding obligations of Seller under an Existing Project following the Closing Date: (i) Purchaser or its Affiliated Entities shall provide each Transferred Employee, as of the Closing Date, with compensation and benefits (including incentive and equity-based compensation) at least as favorable as the compensation and benefits provided to similarly situated employees of Purchaser and its Affiliated Entities; providedand (ii) at Purchaser's request, however, that Seller shall make available provide the services of any key management employee of Seller (then still in the employ of Seller or any of its employees and independent contractors Affiliates) who were employed or hired for an Existing Project do not become Transferred Employees on a substantially full-time basis to assist Buyer in performing any outstanding obligations under such Existing Project. Seller shall continue to be responsible for all Liabilities and obligations due to its employees and independent contractors until the completion of the Existing Project for which such employees and/or independent contractors were employed or hired, except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before the Closing Date which will be assumed by Buyer. Buyer shall reimburse Seller for all out-of-pocket expenses arising in the Ordinary Course transition of the Business incurred for a period of up to sixty (60) days as designated by Seller after Purchaser (or such longer period as otherwise may be agreed by the Closing Date associated with the continued employment of an employee or the use of an independent contractor for an Existing Project; provided that it is hereby acknowledged that Buyer is not assuming any Liability arising from or related to Seller's employees and independent contractors, except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before the Closing Date which will be assumed by Buyer.. Upon completion of an Existing Project, those employees or independent contractors of Seller who were hired for that completed Existing Project and who are not employed or hired by Seller for any other Existing Project shall no longer be employed or hired by Seller, or if Buyer should so determine, in its sole discretion, to employ or hire such employees or independent contractors of Seller prior to the completion of an Existing Project, Seller shall release such employee or independent contractor from employment or hire. Following such time, Buyer, in its sole discretion, may seek to employ or hire such employee or independent contractor. Each of Seller and Shareholder acknowledge that Buyer will determine, in its sole discretion, the classification of each person hired by Buyer and the method of compensation for such persons. Nothing in this Section 6.2 shall be construed to deem Buyer a joint employer of Seller's employees and independent contractorsparties), and in which event Purchaser shall pay Seller an amount equal to one half of the event that Buyer is deemed cost to Seller of the salary and benefits of each such employee during such period (but Purchaser shall not be a joint employer obligated to pay any portion of Seller's employees and independent contractors, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability so-called "stay bonus" which may otherwise be attributed due to Buyer as a joint employer. Additionally, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability relating to or arising from a breach, based on the actions of Seller, of a representation, warranty or covenant of Seller in any Contract set forth on Schedule 3.18. Any indemnity set forth in this Section 6.2 shall be made in accordance with the provisions of Article X hereof, without regard to the limitations contained in Section 10.2(b)such key management employee.

Seller's Employees. For Seller shall be responsible for providing any notice required by the WARN Act and shall do so long as prior to the Closing Date, but in no event prior to February 1, 1998, after consultation with the Purchaser to allow a project set forth on Schedule 3.18 has any outstanding obligations reasonable period of time for Purchaser to interview Seller's employees at the Stations for possible employment. Purchaser may also interview employees with employment contracts to be performed under it (an "Existing Project"), assumed by Purchaser hereunder. Seller shall continue provide notice to employ Purchaser of its notice under the WARN Act, and Purchaser shall have ten (10) business days from the date of Seller's notice to interview such employees and make offers of employment. Prior to the date Purchaser intends to make offers of employment to Seller's employees, Purchaser shall notify Seller of the names of those employees to whom Purchaser makes such offers, including the salary and continue other compensation offered to each such employee, and Purchaser shall use its reasonable best efforts to promptly notify Seller of the services names of those independent contractors employees of Seller who were employed or hired for that Existing Project even if the term extends beyond accept such offers of employment with Purchaser after acceptance of such offers, but in all events prior to the Closing Date. Pursuant Purchaser shall have the sole and exclusive right to this Agreementestablish the wage, Buyer is assuming any outstanding obligations other compensation and all other terms and conditions of Seller under an Existing Project following employment and accrued employee benefits and vacation payable to all such employees hired by Purchaser as of the Closing Date. As of the Closing Date, Seller covenants and agrees to pay to Purchaser an amount equal to all of the Accrued 1998 Vacation of Seller's employees hired by Purchaser as of the Closing Date and Purchaser covenants and agrees to allow all such employees to take the vacation days represented by the Accrued 1998 Vacation with respect to each such employee after the Closing Date. All employees of Seller who are offered and accept employment with Purchaser shall be considered terminated employees of Seller and shall not be entitled to receive from Purchaser credit for any accrued vacation days, sick days, personal days, paid time off or other such days, other than Accrued 1998 Vacation; provided, however, that Seller any such hired employees shall make available its employees and independent contractors who were employed or hired be entitled to receive credit under Purchaser's employee benefit plans for an Existing Project to assist Buyer in performing any outstanding obligations under such Existing Projecttime served with Seller. Seller shall continue to be responsible for all Liabilities acknowledges and obligations due to its employees and independent contractors until the completion of the Existing Project for which such employees and/or independent contractors were employed or hired, except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before the Closing Date which will be assumed by Buyer. Buyer shall reimburse Seller for all out-of-pocket expenses arising in the Ordinary Course of the Business incurred by Seller after the Closing Date associated with the continued employment of an employee or the use of an independent contractor for an Existing Project; provided agrees that it is hereby acknowledged that Buyer is not assuming any Liability arising from or related to Seller's employees and independent contractors, except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before the Closing Date which will be assumed by Buyer.. Upon completion of an Existing Project, those employees or independent contractors of Seller who were hired for that completed Existing Project and who are not employed or hired by Seller for any other Existing Project shall no longer be employed or hired by Seller, or if Buyer should so determine, in its sole discretion, to employ or hire such employees or independent contractors of Seller prior to the completion of an Existing Project, Seller shall release such employee or independent contractor from employment or hire. Following such time, Buyer, in its sole discretion, may seek to employ or hire such employee or independent contractor. Each of Seller and Shareholder acknowledge that Buyer will determine, in its sole discretion, the classification of each person hired by Buyer and the method of compensation for such persons. Nothing in this Section 6.2 shall be construed to deem Buyer a joint employer of Seller's employees and independent contractorsit, and in the event that Buyer not Purchaser, is deemed to be a joint employer of Seller's employees and independent contractors, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer shall after Closing remain solely responsible for any and all Liability which may be attributed wages, compensation, commissions, bonuses, severance pay, insurance, supplemental pension, deferred compensation, retirement and any other benefits, premiums and claims, due, to Buyer become due, committed, accrued or otherwise promised to any person who, as of the Closing Date, is a joint employer. Additionallyretiree, Seller and Shareholderformer employee, jointly and severally, hereby agree to indemnify Buyer for any and all Liability relating to or arising from a breach, based on the actions current employee of Seller, relating to the period up to the Closing Date. Purchaser, as purchaser of a representationthe Acquired Assets, warranty shall assume no employee benefit plans, programs, policies, or covenant of Seller in any Contract set forth on Schedule 3.18. Any indemnity practices, whether or not set forth in this Section 6.2 shall be made in accordance with the provisions of Article X hereofwriting, without regard to the limitations contained in Section 10.2(b)maintained by Seller at any time.

Seller's Employees. For so long Prior to the Closing Date, and assuming this Agreement is not terminated as a project set forth on Schedule 3.18 earlier provided herein, Seller shall provide Purchaser evidence of compliance with all federal, state and local laws for which Seller has any outstanding obligations to be performed assumed responsibility of compliance under it this Agreement, including, without limiting the foregoing, the Worker Adjustment and Retraining Notification Act (an the "Existing ProjectWARN Act"), the Consolidated Omnibus Budget Reconciliation Act of 1985, and all other applicable federal, state and local laws. Seller shall continue agrees to employ those employees defend, indemnify and continue hold Purchaser harmless from and against any claims, demands or liabilities arising out of Seller's failure to use comply with any such federal, state or local laws. Notwithstanding the services of those independent contractors who were employed or hired for that Existing Project even two preceding sentences, if the term Closing occurs within the sixty (60) day notice period provided under the WARN Act, Seller's employees will remain employees of Seller through the sixtieth (60th) day of the notice period, but Purchaser shall assume responsibility for reimbursing Seller for the cost of (1) Seller's active employees to whom Purchaser extends beyond offers of employment, and (2) Seller's employees who are neither offered employment by Purchaser nor offered continued employment by Seller. Such reimbursable costs shall be limited to such active employees' current wages and benefits from the day after the Closing DateDate through the sixtieth (60th) day of the notice period. Pursuant If Purchaser fails to this Agreementcomply with the preceding two sentences, Buyer is assuming Purchaser agrees to defend, indemnify and hold Seller harmless from and against any outstanding obligations claims, demands or liabilities arising out of Seller under an Existing Project following the Closing Date; provided, however, that Seller shall make available its employees and independent contractors who were employed or hired for an Existing Project Purchaser's failure to assist Buyer in performing any outstanding obligations under such Existing Projectdo so. Seller shall continue to be responsible for all Liabilities paying Seller's active employees to whom Purchaser does not extend offers of employment and obligations due to its employees and independent contractors until the completion of the Existing Project for which such employees and/or independent contractors were employed or hired, except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before the Closing Date which will be assumed by Buyer. Buyer shall reimburse Seller for all out-of-pocket expenses arising in the Ordinary Course of the Business incurred who are offered continued employment by Seller such employees' current wages and benefits from the day after the Closing Date associated with through the continued sixtieth (60th) day of the notice period. Further, if the Closing occurs within the sixty (60) day notice period provided under the WARN Act, Purchaser agrees to defend, indemnify and hold Seller harmless from and against any claims, demands or liabilities arising from the employment of an employee those of Seller's employees to whom Purchaser offered employment or who are under the use supervision of an independent contractor for an Existing Project; provided that it is hereby acknowledged that Buyer is not assuming any Liability arising Purchaser from or related the day after the Closing Date through the sixtieth (60th) day of the notice period. Seller and Purchaser shall cooperate to send, contemporaneous with Seller's written notice to all of its employees under the WARN Act, memoranda to Seller's employees regarding the impending transaction and independent contractorsPurchaser's offer of employment to those employees of Seller to whom Purchaser decides to offer employment, except for no later than October 1, 1999. These memoranda shall inform Seller's employees of at least the payroll and related expenses of employees and costs and wages of independent contractors since following information: that Seller has entered into an agreement to sell the last ADP payroll disbursement date before the Closing Date which Property to Purchaser; that such employees' employment with Seller will be assumed by Buyer.. Upon completion terminated (with estimated potential dates of an Existing Project, those the termination); that Purchaser intends to continue operating the Property following the Closing; and that Purchaser presently anticipates that it will offer employment to most employees or independent contractors of Seller who were hired are employed at the Property. IN AGREEMENT, the parties hereto have executed this Agreement as of September 28, 1999, said date being the Contract Date referred to in this Agreement. SELLER: THE LAMAUR CORPORATION By: /s/ __________________________________ Its_____________________________ PURCHASER: TIRO INDUSTRIES, INC. By: /s/ __________________________________ Its_____________________________ JOINDER BY ESCROW AGENT The undersigned hereby joins in the foregoing Purchase and Sale Agreement for that completed Existing Project the purposes of being bound by the terms thereof relating to the Xxxxxxx Money and who of agreeing to perform its obligations thereunder as Escrow Agent with respect thereto. The sole duties of Escrow Agent under the Agreement shall be those described therein, and Escrow Agent shall be under no obligation to determine whether the other parties hereto are not employed complying with any requirements of law or hired by Seller for the terms and conditions of any other Existing Project agreements among the parties. Escrow Agent may conclusively rely upon, and shall be protected in acting upon, any notice, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties, consistent with reasonable due diligence on Escrow Agent's part. Escrow Agent shall have no longer be employed duty or hired by Sellerliability to verify any such notice, consent, order or if Buyer should so determineother document, in and its sole discretion, to employ or hire such employees or independent contractors of Seller prior to the completion of an Existing Project, Seller shall release such employee or independent contractor from employment or hire. Following such time, Buyer, in its sole discretion, may seek to employ or hire such employee or independent contractor. Each of Seller and Shareholder acknowledge that Buyer will determine, in its sole discretion, the classification of each person hired by Buyer and the method of compensation for such persons. Nothing in this Section 6.2 responsibility shall be construed to deem Buyer a joint employer of Seller's employees and independent contractors, and in the event that Buyer is deemed to be a joint employer of Seller's employees and independent contractors, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability which may be attributed to Buyer act as a joint employer. Additionally, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability relating to or arising from a breach, based on the actions of Seller, of a representation, warranty or covenant of Seller in any Contract set forth on Schedule 3.18. Any indemnity expressly set forth in this Section 6.2 shall be made in accordance the Agreement. If any dispute arises with the provisions of Article X hereof, without regard respect to the limitations contained disbursement of any monies held by Escrow Agent pursuant to the Agreement, Escrow Agent may continue to hold the same or deposit the same in Section 10.2(b).court pending resolution of such dispute, and the other parties hereto hereby indemnify and hold harmless Escrow Agent from any such action taken by it in good faith in the execution of its duties hereunder. The parties to the Agreement agree that there may exist a potential conflict of interest between the duties and obligations of Escrow Agent pursuant to the Agreement and as insurer of the title to the Property. Seller and Purchaser acknowledge such potential conflict and agree not to make any claim against Escrow Agent alleging conflict of interest arising as a result of the exercise of its duties under the Agreement and in determining whether it can give its irrevocable commitment to insure Purchaser's title. Dated: __________________, 1999. COMMERCIAL PARTNERS TITLE, LLC By________________________________________ Its__________________________________

Seller's Employees. For so long Sellers' policy on refranchising (a copy of which is attached as a project set forth Schedule 5) does not obligate the Sellers to offer transfer opportunities to any of its restaurant-level employees, i.e., all employees at the level of "Restaurant General Manager" or below, who will be affected by sale of the Restaurants. Sellers will seek to provide opportunities for employees to remain with Sellers but such employment is not guaranteed and will depend on Schedule 3.18 has Sellers' assessment of its business needs as well as the employee's performance. Unless otherwise agreed before Closing, with respect to any outstanding obligations to be performed under it (an "Existing Project")of Sellers' restaurant- level employees, Seller shall continue to employ Sellers will terminate the employment of those employees and continue at the close of business on the day immediately prior to use the services of those independent contractors who were employed or hired for that Existing Project even if the term extends beyond the Closing Date. Pursuant Sellers will directly pay all terminated employees, including any of the employees hired by the Buyer (the "Hired Employees") for earned and unused vacation, in accordance with Sellers' normal policies (which do not call for Sellers to this Agreement, pay for accrued but unearned vacation).The terminated employees may become employees of the Buyer is assuming any outstanding obligations as of Seller under an Existing Project following the Closing Date; provided, however, that Seller shall make available its employees Date and independent contractors who were employed or hired for an Existing Project to assist Buyer in performing PHI hereby waives any outstanding obligations under such Existing Project. Seller shall continue to be responsible for all Liabilities and obligations due to its employees and independent contractors until the completion violation of Section 13.2 of the Existing Project for which such Franchise Agreement with respect to the Hired Employees. All claims of the employees and/or independent contractors were employed or hired, except for the payroll and related expenses arising out of employees and costs and wages of independent contractors since the last ADP payroll disbursement date their employment with Sellers before the Closing Date which will be assumed the sole liability of Sellers, and Sellers will indemnify the Buyer from all claims of that nature. As between Sellers and the Buyer, the Buyer assumes all claims of the Hired Employees relating to employment by the Buyer arising after the Closing Date, and the Buyer will indemnify Sellers from all such claims by them. For the purpose of determining benefits for Hired Employees, the Buyer agrees to honor the Hired Employees' length of service and anniversary dates with the Sellers. The Sellers will furnish the Buyer a list of the Hired Employees that defines their length of service and anniversary dates. The Buyer understands that the active participation of the Hired Employees in all benefit plans maintained by the Sellers will end on the Closing Date. Sellers will continue any employee benefit payment obligations for Hired Employees who are on leave of absence or disabled on the Closing Date in accordance with the Sellers' or PHI's policies. No compensation increases shall be granted by Sellers to the Hired Employees unless expressly approved by Buyer. Buyer shall reimburse Seller for all out-of-pocket expenses arising in the Ordinary Course will not deny any increases which are reasonable and justifiable. If any of the Business incurred by Seller after Sellers' employees are transferred to other operations of the Closing Date associated with the continued employment of an employee or the use of an independent contractor for an Existing Project; provided that it is hereby acknowledged that Buyer is not assuming any Liability arising from or related to Seller's employees and independent contractorsSellers ("Transferred Employees"), except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before the Closing Date which will be assumed by Buyer.. Upon completion of an Existing Project, those employees or independent contractors of Seller who were hired for that completed Existing Project and who are not employed or hired by Seller for any other Existing Project shall no longer be employed or hired by Seller, or if Buyer should so determine, in its sole discretion, to employ or hire such employees or independent contractors of Seller prior to the completion of an Existing Project, Seller shall release such employee or independent contractor from employment or hire. Following such time, Buyer, in its sole discretion, may seek to employ or hire such employee or independent contractor. Each of Seller and Shareholder acknowledge that Buyer will determine, in its sole discretion, the classification of each person hired by Buyer and the method of compensation for such persons. Nothing in this Section 6.2 shall be construed to deem Buyer a joint employer of Seller's employees and independent contractors, and in the event that Buyer is deemed to be a joint employer of Seller's employees and independent contractors, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability which may be attributed to Buyer as a joint employer. Additionally, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability relating to or arising from a breach, based on the actions of Seller, of a representation, warranty or covenant of Seller in any Contract set forth on Schedule 3.18. Any indemnity set forth in this Section 6.2 shall be made in accordance with the provisions of Article X hereofSellers' policy on refranchising, without regard the Sellers will (upon request by the Buyer) use their reasonable best efforts to provide to the limitations contained in Section 10.2(b)Buyer the services of some or all of the Transferred Employees (as chosen by the Buyer) for up to 90 days after the Closing. The Buyer will reimburse the Sellers for all payroll and benefit costs associated with any such loaned Transferred Employees.

Seller's Employees. For so long Sellers' policy on refranchising (a copy of which is attached as a project set forth on Schedule 3.18 has 5) obligates Sellers to offer transfer opportunities to all its employees who will be affected by sale of the Restaurants. Unless otherwise agreed before Closing, with respect to any outstanding obligations of Sellers' restaurant-level employees (i.e., all employees at the level of "Restaurant General Manager" or below) who do not elect to be performed under it (an "Existing Project")transfer, Seller shall continue to employ Sellers will terminate the employment of those employees and continue at the close of business on the day immediately prior to use the services of those independent contractors who were employed or hired for that Existing Project even if the term extends beyond the Closing Date. Pursuant to this Agreement, Buyer is assuming any outstanding obligations The terminated employees may become employees of Seller under an Existing Project following Buyers as of the Closing Date; provided, however, that Seller shall make available its employees and independent contractors who were employed or hired for an Existing Project to assist Buyer in performing any outstanding obligations under such Existing Project. Seller shall continue to be responsible for all Liabilities and obligations due to its employees and independent contractors until the completion All claims of the Existing Project for which such employees and/or independent contractors were employed or hired, except for the payroll and related expenses arising out of employees and costs and wages of independent contractors since the last ADP payroll disbursement date their employment with Sellers before the Closing Date which will be assumed by Buyerthe sole liability of Sellers, and Sellers will indemnify Buyers from all claims of that nature. Buyer shall reimburse Seller for Sellers will directly pay all out-of-pocket expenses arising in the Ordinary Course terminated employees, including any of the Business incurred employees hired by Seller Buyers (the "Hired Employees") for earned and unused vacation, in accordance with Sellers' normal policies (which do not call for Sellers to pay for accrued but unearned vacation). As between Sellers and Buyers, Buyers assume all claims of the Hired Employees relating to employment by Buyers arising after the Closing Date associated Date, and Buyers will indemnify Sellers from all such claims by them. For the purpose of determining benefits for Hired Employees, Buyers agree to honor the Hired Employees' length of service and anniversary dates with Sellers. Sellers will furnish Buyers a list of the continued employment Hired Employees stating length of an employee or service and anniversary dates. Buyers understand that the use active participation of an independent contractor for an Existing Project; provided that it is hereby acknowledged that Buyer is not assuming any Liability arising from or related to Seller's employees and independent contractors, except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before Hired Employees in all benefit plans maintained by Sellers will end on the Closing Date which Date. Sellers will be assumed by Buyer.. Upon completion of an Existing Project, those employees or independent contractors of Seller who were hired continue any employee benefit payment obligations for that completed Existing Project and Hired Employees who are not employed on leave of absence or hired by Seller for any other Existing Project shall no longer be employed or hired by Seller, or if Buyer should so determine, in its sole discretion, to employ or hire such employees or independent contractors of Seller prior to the completion of an Existing Project, Seller shall release such employee or independent contractor from employment or hire. Following such time, Buyer, in its sole discretion, may seek to employ or hire such employee or independent contractor. Each of Seller and Shareholder acknowledge that Buyer will determine, in its sole discretion, the classification of each person hired by Buyer and the method of compensation for such persons. Nothing in this Section 6.2 shall be construed to deem Buyer a joint employer of Seller's employees and independent contractors, and in the event that Buyer is deemed to be a joint employer of Seller's employees and independent contractors, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability which may be attributed to Buyer as a joint employer. Additionally, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability relating to or arising from a breach, based disabled on the actions Closing Date. If any of SellerSellers' employees elect to transfer to other operations of Sellers ("Electing Employees"), of a representation, warranty or covenant of Seller in any Contract set forth on Schedule 3.18. Any indemnity set forth in this Section 6.2 shall be made in accordance with Sellers' policy on refranchising, the provisions Sellers will (upon request by Buyers) use their reasonable best efforts to provide to Buyers the services of Article X hereof, without regard to some or all of the limitations contained in Section 10.2(b)Electing Employees (as chosen by Buyers) for a minimum of 90 days after the Closing. Buyers will reimburse Sellers for all payroll and benefit costs associated with any such loaned Electing Employees.

Seller's Employees. For so long The Buyer shall extend offers of employment to (i) all store-level employees at the Acquired Stores and at the Non-Acquired Stores as a project set forth on Schedule 3.18 has any outstanding may be necessary to fulfil its obligations under the Management Agreement and (ii) those other employees of Seller which Buyer identifies within thirty (30) days after the date hereof, in each case, at or prior to be performed under it (an "Existing Project"), Seller shall continue to employ those employees and continue to use the services of those independent contractors who were employed or hired for that Existing Project even if the term extends beyond the Closing Date. Pursuant The Buyer presently intends to this Agreementextend offers of employment to substantially all other employees of Seller, Buyer is assuming any outstanding obligations but shall have no obligation to employ such other employees of Seller under an Existing Project following in connection with or after the Closing Date; provided, however, that Seller shall make available its employees and independent contractors who were employed or hired for an Existing Project to assist Buyer in performing any outstanding obligations under such Existing Projecttransactions contemplated hereby. Seller shall continue to be solely responsible for the payment of all Liabilities salaries and obligations wages, severance pay, vacation pay and other benefits accrued and due to its employees and independent contractors until the completion of the Existing Project for which such employees and/or independent contractors were employed or hired, except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before through the Closing Date which or the date of their termination by Seller, as applicable. After the Closing Date, Buyer may negotiate with and hire any other employees of Seller who are no longer employed by the Seller or the acquiring party of the Seller's assets (if not the Buyer), PROVIDED, THAT, if Buyer hires, retains or employs any employee of Seller (other than those currently designated by Seller as Vice Presidents or any higher category) within six (6) months of such employee's termination by Seller, Buyer will be assumed by Buyer. Buyer shall reimburse Seller for all out-of-pocket expenses arising in the Ordinary Course 20% of the Business any costs incurred by Seller after as severance, under the Closing Date associated with the continued employment of an employee Worker Adjustment Retraining and Notification Act or the use of an independent contractor for an Existing Project; provided that it is hereby acknowledged that Buyer is not assuming any Liability arising from or related to Seller's employees and independent contractors, except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before the Closing Date which will be assumed by Buyer.. Upon completion of an Existing Project, those employees or independent contractors of Seller who were hired for that completed Existing Project and who are not employed or hired by Seller for any other Existing Project shall no longer be employed or hired by Sellersimilar state law, or if Buyer should so determine, in its sole discretion, to employ or hire otherwise as the result of such employees or independent contractors of Seller prior to the completion of an Existing Project, Seller shall release such employee or independent contractor from employment or hiretermination. Following such time, Except for Buyer, in its sole discretion, may seek to employ or hire such employee or independent contractor. Each of Seller and Shareholder acknowledge that Buyer will determine, in its sole discretion, the classification of each person hired by Buyer and the method of compensation for such persons. Nothing in this Section 6.2 shall be construed to deem Buyer a joint employer of Seller's employees and independent contractors, and in the event that Buyer is deemed to be a joint employer of Seller's employees and independent contractors, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability which may be attributed to Buyer reimbursement obligations as a joint employer. Additionally, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability relating to or arising from a breach, based on the actions of Seller, of a representation, warranty or covenant of Seller in any Contract set forth on Schedule 3.18. Any indemnity set forth in this Section 6.2 the previous sentence, Buyer shall not assume any liabilities of Seller under, or be made deemed a successor company to Seller in accordance with connection with, any employment agreement, employee benefit plan, collective bargaining agreement or other employment related arrangement to which the provisions present or former employees of Article X hereofSeller are or were entitled (including any severance arrangements), without regard and Buyer shall not assume, and shall have no liability whatsoever for, any wages, salaries, bonuses, deferred compensation, pension obligations, retirement benefits, health and welfare fund contributions, vacation pay, sick leave, severance pay or any other compensation or employee benefits to which the limitations contained in Section 10.2(b)present or former employees of Seller are or were entitled.

Seller's Employees. For so long as a project set forth on Schedule 3.18 has Unless otherwise agreed before Closing, with respect to any outstanding obligations to be performed under it (an "Existing Project")of Seller’s restaurant-level employees, Seller shall continue to employ will terminate the employment of those employees and continue to use at the services close of those independent contractors who were employed or hired for that Existing Project even if the term extends beyond business on the Closing Date. Pursuant Seller will directly pay all terminated employees, including any of the employees hired by the Buyer (the "Hired Employees") for earned and unused vacation, in accordance with Seller’s normal policies (which does not call for Seller to this Agreement, pay for accrued but unearned vacation).The terminated employees may become employees of the Buyer is assuming any outstanding obligations as of Seller under an Existing Project the day following the Closing Date; provided, however, that Seller shall make available its employees Date and independent contractors who were employed or hired for an Existing Project to assist Buyer in performing PHI hereby waives any outstanding obligations under such Existing Project. Seller shall continue to be responsible for all Liabilities and obligations due to its employees and independent contractors until the completion violation of Section 13.2 of the Existing Project for which such Franchise Agreement with respect to the Hired Employees. All claims of the employees and/or independent contractors were employed arising out of their employment with Seller on or hired, except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before the Closing Date which will be assumed by the sole liability of Seller, and Seller will indemnify the Buyer from all claims of that nature. As between Sxxxxx and the Buyer. , the Buyer shall reimburse Seller for assumes all out-of-pocket expenses arising in the Ordinary Course claims of the Business incurred Hired Employees relating to employment by Seller the Buyer arising after the Closing Date associated Date, and the Buyer will indemnify Seller from all such claims by them. For the purpose of determining benefits for Hired Employees, the Buyer agrees to honor the Hired Employees' length of service and anniversary dates with the continued employment Seller. The Seller will furnish the Buyer a list of an the Hired Employees that defines their length of service and anniversary dates. The Buyer understands that the active participation of the Hired Employees in all benefit plans maintained by the Seller will end on the Closing Date. Seller will continue any employee benefit payment obligations for Hired Employees who are on leave of absence or the use of an independent contractor for an Existing Project; provided that it is hereby acknowledged that Buyer is not assuming any Liability arising from or related to Seller's employees and independent contractors, except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before disabled on the Closing Date which will be assumed by Buyer.. Upon completion of an Existing Project, those employees or independent contractors of Seller who were hired for that completed Existing Project and who are not employed or hired by Seller for any other Existing Project shall no longer be employed or hired by Seller, or if Buyer should so determine, in its sole discretion, to employ or hire such employees or independent contractors of Seller prior to the completion of an Existing Project, Seller shall release such employee or independent contractor from employment or hire. Following such time, Buyer, in its sole discretion, may seek to employ or hire such employee or independent contractor. Each of Seller and Shareholder acknowledge that Buyer will determine, in its sole discretion, the classification of each person hired by Buyer and the method of compensation for such persons. Nothing in this Section 6.2 shall be construed to deem Buyer a joint employer of Seller's employees and independent contractors, and in the event that Buyer is deemed to be a joint employer of Seller's employees and independent contractors, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability which may be attributed to Buyer as a joint employer. Additionally, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability relating to or arising from a breach, based on the actions of Seller, of a representation, warranty or covenant of Seller in any Contract set forth on Schedule 3.18. Any indemnity set forth in this Section 6.2 shall be made in accordance with the provisions Seller’s or PHI's policies. If any of Article X hereofthe Seller’s above restaurant employees are transferred to other operations of the Seller ("Transferred Employees"), without regard the Seller will (upon request by the Buyer) use its reasonable best efforts to provide to the limitations contained Buyer the services of some or all of the Transferred Employees (as chosen by the Buyer) for up to 60 days after the Closing. The Buyer will reimburse the Seller for all payroll and benefit costs associated with any such loaned Transferred Employees. Compensation increases to employees of the PH Business shall be permitted as provided in Section 10.2(b)Schedule 5.

Seller's Employees. For so long Seller agrees that it will terminate the employment of all its employees at the Terminal, it being understood that the LLC either directly or through an affiliate of the Buyer will offer to employ a substantial number of such employees on substantially the same terms as a project they are presently employed by Seller. In addition, on the LLC Interest Closing, Seller shall assign and the LLC either directly or through an affiliate of the Buyer shall assume, the collective bargaining agreement set forth on Schedule 3.18 has 4.10 except for matters contained therein relating to the pension plans, which shall be the subject of collective bargaining between the LLC directly or an affiliate of the Buyer and Local 355 of the Service Employees International Union (ASEIU@). The foregoing provision shall be subject to good faith collective bargaining having been successfully completed between the assuming party and Local 355-SEIU as to matters not expressly addressed in the collective bargaining agreement set forth on Schedule 4.10. . Seller will cooperate with Buyer and the LLC, and Seller will use its best efforts to have the officers, directors and other employees of Seller cooperate with Buyer and the LLC, at the LLC's or the Buyer's request and at the Seller=s expense, on and after the LLC Interest Closing, in furnishing information, evidence, testimony and other assistance in connection with any outstanding obligations actions, proceedings, arrangements or disputes involving the Seller and/or Buyer or the LLC and based upon contracts, arrangements, commitments or acts of Seller which were in effect or occurred on or prior to the Formation Closing (collectively AThird Party Disputes@). Provided, however, that in the event such Third Party Dispute arises out of or is related to actions (other than actions of Seller and its affiliates), which occur subsequent to the LLC Interest Closing, then all of Seller=s reasonable expenses incurred hereunder should be reimbursed by the LLC. After the Formation Closing, Seller agrees that Buyer and the LLC shall have the right for any proper purpose to inspect and make copies of any books, records and files in its possession relating to the business, assets or operations of the Terminal prior to the Formation Closing. . Seller agrees that it will promptly transfer and deliver to the LLC any cash or other property that Seller may receive in respect of any receivables or other items to which the LLC is entitled by reason of this Agreement. Seller agrees to deliver to the LLC promptly upon receipt any mail, checks or other documents received by it to which the LLC is entitled by reason of this Agreement pertaining to the Acquired Assets or otherwise to the Terminal, as conducted by the LLC, or any of the Assumed Liabilities. The LLC shall agree to deliver to Seller any mail, cash, or other receivables or other items which it receives to which it is not entitled by reason of this Agreement or otherwise and to which Seller is entitled. . Buyer, Seller and AFFCO agree at any time and from time to time after the Formation Closing, upon the request of any other party, that they shall, and shall cause the LLC to, do, execute, acknowledge and deliver, or to cause to be performed under it (an "Existing Project")done, Seller shall continue executed, acknowledged and delivered, all such further acts, assignments, transfers, powers of attorney and assurances as may be required for the better assigning, transferring, conveying and confirming to employ those employees the other party, or to its successors and continue assigns, of any or all of the Acquired Assets or the Purchased LLC Units and to use carry out the services terms and conditions of those independent contractors who were employed or hired for that Existing Project even if the term extends beyond the Closing Date. Pursuant to this Agreement, Buyer is assuming any outstanding obligations of Seller under an Existing Project following the Closing Date; provided, however, that Seller each party shall make available pay its employees and independent contractors who were employed or hired for an Existing Project to assist Buyer own expenses incurred in performing any outstanding obligations under such Existing Projectconnection therewith. Seller shall continue to be responsible for all Liabilities and obligations due to its employees and independent contractors until the completion of the Existing Project for which such employees and/or independent contractors were employed or hired, except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before the Closing Date which will be assumed by Buyer. Buyer shall reimburse Seller for all out-of-pocket expenses arising in the Ordinary Course of the Business incurred by Seller after the Closing Date associated with the continued employment of an employee or the use of an independent contractor for an Existing Project; provided that it is hereby acknowledged that Buyer is not assuming any Liability arising from or related to Seller's employees and independent contractors, except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before the Closing Date which will be assumed by Buyer.. Upon completion of an Existing Project, those employees or independent contractors of Seller who were hired for that completed Existing Project and who are not employed or hired by Seller for any other Existing Project shall no longer be employed or hired by Seller, or if Buyer should so determine, in its sole discretion, to employ or hire such employees or independent contractors of Seller prior to the completion of an Existing Project, Seller shall release such employee or independent contractor from employment or hire. Following such time, Buyer, in its sole discretion, may seek to employ or hire such employee or independent contractor. Each of Seller and Shareholder acknowledge that Buyer will determine, in its sole discretion, the classification of each person hired by Buyer and the method of compensation for such persons. Nothing in this Section 6.2 shall be construed to deem Buyer a joint employer of Seller's employees and independent contractors, and in the event that Buyer is deemed to be a joint employer of Seller's employees and independent contractors, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability which may be attributed to Buyer as a joint employer. Additionally, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability relating to or arising from a breach, based on the actions of Seller, of a representation, warranty or covenant of Seller in any Contract set forth on Schedule 3.18. Any indemnity set forth in this Section 6.2 shall be made in accordance with the provisions of Article X hereof, without regard to the limitations contained in Section 10.2(b).ECTION 12.

Seller's Employees. For so long Sellers' policy on refranchising (a copy of which is attached as a project set forth Schedule 5) does not obligate the Sellers to offer transfer opportunities to any of its restaurant-level employees, i.e., all employees at the level of "Restaurant General Manager" or below, who will be affected by sale of the Restaurants. Sellers will seek to provide opportunities for employees to remain with Sellers but such employment is not guaranteed and will depend on Schedule 3.18 has Sellers' assessment of its business needs as well as the employee's performance. Unless otherwise agreed before Closing, with respect to any outstanding obligations to be performed under it (an "Existing Project")of Sellers' restaurant-level employees, Seller shall continue to employ Sellers will terminate the employment of those employees and continue to use at the services close of those independent contractors who were employed or hired for that Existing Project even if the term extends beyond business on the Closing Date. Pursuant Sellers will directly pay all terminated employees, including any of the employees hired by the Buyer (the "Hired Employees") for earned and unused vacation, in accordance with Sellers' normal policies (which do not call for Sellers to this Agreement, pay for accrued but unearned vacation).The terminated employees may become employees of the Buyer is assuming any outstanding obligations as of Seller under an Existing Project the day following the Closing Date; provided, however, that Seller shall make available its employees Date and independent contractors who were employed or hired for an Existing Project to assist Buyer in performing PHI hereby waives any outstanding obligations under such Existing Project. Seller shall continue to be responsible for all Liabilities and obligations due to its employees and independent contractors until the completion violation of Section 13.2 of the Existing Project for which such Franchise Agreement with respect to the Hired Employees. All claims of the employees and/or independent contractors were employed or hired, except for the payroll and related expenses arising out of employees and costs and wages of independent contractors since the last ADP payroll disbursement date their employment with Sellers before the Closing Date which will be assumed the sole liability of Sellers, and Sellers will indemnify the Buyer from all claims of that nature. As between Sellers and the Buyer, the Buyer assumes all claims of the Hired Employees relating to employment by the Buyer arising after the Closing Date, and the Buyer will indemnify Sellers from all such claims by them. For the purpose of determining benefits for Hired Employees, the Buyer agrees to honor the Hired Employees' length of service and anniversary dates with the Sellers. The Sellers will furnish the Buyer a list of the Hired Employees that defines their length of service and anniversary dates. The Buyer understands that the active participation of the Hired Employees in all benefit plans maintained by the Sellers will end on the Closing Date. Sellers will continue any employee benefit payment obligations for Hired Employees who are on leave of absence or disabled on the Closing Date in accordance with the Sellers' or PHI's policies. No compensation increases shall be granted by Sellers to the Hired Employees unless expressly approved by Buyer. Buyer shall reimburse Seller for all out-of-pocket expenses arising in the Ordinary Course will not deny any increases which are reasonable and justifiable. If any of the Business incurred by Seller after Sellers' employees are transferred to other operations of the Closing Date associated with the continued employment of an employee or the use of an independent contractor for an Existing Project; provided that it is hereby acknowledged that Buyer is not assuming any Liability arising from or related to Seller's employees and independent contractorsSellers ("Transferred Employees"), except for the payroll and related expenses of employees and costs and wages of independent contractors since the last ADP payroll disbursement date before the Closing Date which will be assumed by Buyer.. Upon completion of an Existing Project, those employees or independent contractors of Seller who were hired for that completed Existing Project and who are not employed or hired by Seller for any other Existing Project shall no longer be employed or hired by Seller, or if Buyer should so determine, in its sole discretion, to employ or hire such employees or independent contractors of Seller prior to the completion of an Existing Project, Seller shall release such employee or independent contractor from employment or hire. Following such time, Buyer, in its sole discretion, may seek to employ or hire such employee or independent contractor. Each of Seller and Shareholder acknowledge that Buyer will determine, in its sole discretion, the classification of each person hired by Buyer and the method of compensation for such persons. Nothing in this Section 6.2 shall be construed to deem Buyer a joint employer of Seller's employees and independent contractors, and in the event that Buyer is deemed to be a joint employer of Seller's employees and independent contractors, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability which may be attributed to Buyer as a joint employer. Additionally, Seller and Shareholder, jointly and severally, hereby agree to indemnify Buyer for any and all Liability relating to or arising from a breach, based on the actions of Seller, of a representation, warranty or covenant of Seller in any Contract set forth on Schedule 3.18. Any indemnity set forth in this Section 6.2 shall be made in accordance with the provisions of Article X hereofSellers' policy on refranchising, without regard the Sellers will (upon request by the Buyer) use their reasonable best efforts to provide to the limitations contained in Section 10.2(b)Buyer the services of some or all of the Transferred Employees (as chosen by the Buyer) for up to 90 days after the Closing. The Buyer will reimburse the Sellers for all payroll and benefit costs associated with any such loaned Transferred Employees.