Common use of Transfer of Employees Clause in Contracts

Transfer of Employees. Unless otherwise agreed before Closing, the Former Employer will terminate the employment of each restaurant-level employee at the close of business on the Closing Date. The Former Employer will directly pay all terminated employees, including any of the New Employees hired by the New Employer for earned and unused vacation, in accordance with the Former Employer’s normal policies (which does not call for PH to pay for accrued but unearned vacation). The terminated employees may become New Employees of the New Employer as of the day following the Closing Date and PHI hereby waives any violation of Section 13.2 of the Franchise Agreement with respect to the New Employees. All claims of the employees arising out of the employment with the Former Employer before the Closing Date will be the sole liability of the Former Employer, and the Former Employer will indemnify the New Employer from all claims of that nature. As between the Former Employer and the New Employer, the New Employer assumes all claims of the New Employees relating to employment by the New Employer arising after the Closing Date, and the New Employer will indemnify the Former Employer from all such claims by them. For the purpose of determining benefits for New Employees, the New Employer agrees to honor the New Employees’ length of service and anniversary dates with the Former Employer. The Former Employer will furnish the New Employer a list of the New Employees that defines their length of service and anniversary dates. The New Employer understands that the active participation of the New Employees in all benefit plans maintained by the Former Employer will end on the Closing Date. The Former Employer will continue any employee benefit payment obligations for the New Employees who are on leave of absence or disabled on the Closing Date in accordance with the Former Employer’s or PHI’s policies. If any of the Former Employer’s above restaurant employees are transferred to other operations of the Former Employer (“Transferred Employees”), the Former Employer will (upon request of the New Employer) use their reasonable best efforts to provide to the New Employer the services of some or all of the Transferred Employees (as chosen by the New Employer) for up to 60 days after the Closing. The New Employer will reimburse the Former Employer for all payroll and benefit costs associated with any such loaned Transferred Employees. Compensation increases to employees of the respective Businesses shall be permitted as provided in Schedule 8.2.

Transfer of Employees. Unless otherwise agreed before Effective immediately prior to the Closing, the Former Employer will terminate Seller shall request that GSI and its Subsidiaries to transfer the employment of each restaurant-level employee at the close employees listed on Schedule 5.14 to the extent such individuals are employed by GSI and its Subsidiaries as of business on the Closing Date. The Former Employer will directly pay all terminated employees, including any (the “Transferred Employees”) to one of the New Employees hired Purchased Entities, as determined by the New Employer for earned Purchaser. Seller and Purchaser shall work together in good faith to effect such transfer. All Liabilities with respect to accrued but unused vacation, in accordance with the Former Employer’s normal policies (which does not call for PH to sick pay for accrued but unearned vacation). The terminated employees may become New Employees of the New Employer as of the day following the Closing Date or other paid time off or other compensation and PHI hereby waives any violation of Section 13.2 of the Franchise Agreement benefits payable with respect to the New Employees. All claims of the employees arising out of the Transferred Employees in connection with such transfer or in connection with their employment with the Former Employer before the Closing Date will GSI or any of its Subsidiaries shall be the sole liability responsibility of the Former Employer, and the Former Employer will indemnify the New Employer from all claims of that naturePurchaser. As between the Former Employer and the New Employer, the New Employer assumes all claims of the New Employees relating to employment by the New Employer arising Seller shall pay Purchaser a cash payment within three days after the Closing Dateequal to 50% of the value of any unvested stock options, restricted stock units, performance restricted stock units or any other unvested equity-based compensation (the “Unvested Equity Awards”) granted by GSI or any of its Subsidiaries to the Transferred Employees and the New Employer will indemnify employees of the Former Employer from all such claims by them. For Purchased Entities (together with the purpose of determining benefits for New Transferred Employees, the New Employer agrees to honor the New “Employees’ length of service ”) and anniversary dates with the Former Employer. The Former Employer will furnish the New Employer a list that are forfeited as of the New Employees that defines their length of service and anniversary dates. The New Employer understands that Closing (collectively, the active participation of the New Employees in all benefit plans maintained by the Former Employer will end on the Closing Date. The Former Employer will continue any employee benefit payment obligations “Value for the New Employees who are on leave of absence or disabled on the Closing Date in accordance with the Former Employer’s or PHI’s policies. If any of the Former Employer’s above restaurant employees are transferred to other operations of the Former Employer (“Transferred EmployeesUnvested Equity Awards”), and such payment shall be treated as an adjustment to the Former Employer will (upon request ShopRunner Purchase Price, the RueLaLa Purchase Price and the Licensed Sports Business Purchase Price, as applicable, for all Tax purposes to the extent permitted by applicable Law. The Value for the Unvested Equity Awards shall be determined in good faith by both the Seller and Purchaser and shall be based on the value of the New Employer) use their reasonable best efforts to provide to the New Employer the services of some or all of the Transferred Employees (as chosen by the New Employer) for up to 60 days after Unvested Equity Awards assuming that they became fully vested and paid out on the Closing. The New Employer will reimburse the Former Employer for all payroll and benefit costs associated with any such loaned Transferred Employees. Compensation increases cash payment by Seller to employees Purchaser in respect of the respective Businesses Value for the Unvested Equity Awards shall be permitted used by Purchaser to implement a compensation plan. The Employees will participate in such compensation plan, as provided determined by the Purchaser, and any awards granted thereunder will have vesting terms and conditions substantially similar in Schedule 8.2all material respects to the vesting terms and conditions to those Unvested Equity Awards that are forfeited upon Closing.

Transfer of Employees. Unless otherwise agreed before Closing, the Former Employer will Sellers shall terminate at Commencement the employment of the employees listed on Schedule 14.1 who are employed by Sellers as of Commencement, other than any such listed employees on leave as of such date (unless, with respect to employees on leave, the Parties otherwise agree at Commencement) (“Employees on Leave”). For purposes of this Agreement, each restaurant-level employee at listed on Schedule 14.1 who accepts employment with Buyers shall become a “Transferred Employee” as of Commencement. In the close case of business Contract Employees Sellers shall terminate the employment, but not the applicable Assigned Employment Agreements, of said Contract Employees and such employment termination shall be deemed effective as of Buyers’ assumption of such Contract Employees’ applicable Assigned Employment Agreements as set forth in Section 1.3(a) herein, which assignment and assumption the Parties intend to occur concurrently with Commencement. At the time of such assignment and assumption, such Contract Employees will become Transferred Employees effective as of Commencement. In the case of Employees on Leave, Sellers shall retain the Closing Date. The Former Employer will directly pay all terminated employees, including any employment of the New Employees hired by on Leave until the New Employer for earned and unused vacation, end of each such employee’s leave or until each such employee’s employment would otherwise terminate in accordance with Sellers’ leave policies and applicable Law. Buyers shall assume any reinstatement obligations with respect to such Employees on Leave and shall offer such Employees on Leave immediate employment at such time as they are able and qualified to return to work, provided that such Employees on Leave are able and qualified to return to work and apply for reinstatement within six months following Commencement, or such later date as may be required by Law. Upon hire by Buyers (the Former Employer’s normal policies “Subsequent Hire Date”), such Employees on Leave shall also become Transferred Employees under this Agreement. Sellers shall remain solely liable and responsible for all pre-Commencement (which does not call for PH to pay for accrued but unearned vacation). The terminated employees may become New Employees or pre-Subsequent Hire Date, as applicable) obligations and liabilities of the New Employer as of the day following the Closing Date and PHI hereby waives any violation of Section 13.2 of the Franchise Agreement Sellers or Emmis with respect to the New Transferred Employees. All claims , and for all obligations and liabilities with respect to employees of the employees arising out Sellers or Emmis other than Transferred Employees, and of the Sellers or Emmis with respect to Transferred Employees who do not accept employment with Buyers pursuant to Section 14.2 below, which liabilities and obligations shall be Excluded 37 Liabilities, other than the Former Employer before the Closing Date will be the sole liability accrued vacation of the Former Employer, and the Former Employer will indemnify the New Employer from all claims of that nature. As between the Former Employer and the New Employer, the New Employer assumes all claims of the New Employees relating to employment by the New Employer arising after the Closing Date, and the New Employer will indemnify the Former Employer from all such claims by them. For the purpose of determining benefits for New Transferred Employees, if any, for the New Employer agrees to honor the New Employees’ length fiscal year of service and anniversary dates Sellers in which Commencement occurs (consistent with the Former Employer. The Former Employer will furnish the New Employer a list of the New Employees that defines their length of service and anniversary dates. The New Employer understands that the active participation of the New Employees in all benefit plans maintained vacation policy provided by the Former Employer will end on the Closing Date. The Former Employer will continue any employee benefit payment obligations for the New Employees who are on leave of absence or disabled on the Closing Date Sellers to Buyers under Section 4.20), which shall be assumed by Buyers in accordance with the Former Employer’s or PHI’s policies. If any of the Former Employer’s above restaurant employees are transferred to other operations of the Former Employer (“Transferred Employees”), the Former Employer will (upon request of the New Employer) use their reasonable best efforts to provide to the New Employer the services of some or all of the Transferred Employees (as chosen by the New Employer) for up to 60 days after the Closing. The New Employer will reimburse the Former Employer for all payroll and benefit costs associated with any such loaned Transferred Employees. Compensation increases to employees of the respective Businesses shall be permitted as provided in Schedule 8.2Section 1.3 hereof.

Transfer of Employees. Unless otherwise agreed before Closing, the Former Employer will terminate In addition to the employment of the EA Directors pursuant to the Expert Agreements, as a condition of the Closing, Purchaser will offer employment to all employees of Seller on at least as favorable terms as Seller currently employs each restaurant-level such employee; provided, however, that Purchaser will have no continuing obligation after the Closing Date to continue the employment of any employee or to maintain the compensation of any employee at any particular level. Those employees hired by Purchaser will be referred to herein as the “Hired Employees.” On the Closing Date, Seller will terminate all of the Hired Employees and will ensure full and final payment to such Hired Employees of all salary, commissions, accrued bonuses, any severance payments and benefits (including accrued vacation and personal time off) payable as of the close of business on the day preceding the Closing Date. The Former Employer Seller and Purchaser will directly pay all terminated employees, including any cooperate to transition the Hired Employees to Purchaser’s benefit programs so as to minimize (to the extent reasonably possible) the loss of benefits of the New Employees hired by Hired Employees. Each Hired Employee’s period of service and compensation history with Seller before the New Employer for earned Closing shall be counted in determining eligibility for, and unused vacationthe amount and vesting of, in accordance with the Former Employer’s normal policies (which does not call for PH to pay for accrued but unearned vacation). The terminated employees may become New Employees benefits under each of the New Employer as employee benefit plans and arrangements of Purchaser following the day Closing. Each Hired Employee who participates in an employee benefit plan that provides health care benefits (whether or not through insurance) following the Closing Date shall participate without regard to any waiting period or any condition or exclusion based on pre-existing conditions, medical history, claims experience, evidence of insurability, or genetic factors, and PHI hereby waives shall receive full credit for any violation deductible payments made, and account balances under any cafeteria or flexible spending plan existing, before the Closing. In the event that any Hired Employee receives an “Eligible Rollover Distribution” (within the meaning of Section 13.2 402(c)(4) of the Franchise Agreement with respect Code) from any Employee Benefit Plans of Seller, Purchaser shall cause an employee benefit plan maintained by Purchaser in which such Hired Employee participates after the Closing that is intended to the New Employees. All claims constitute a qualified plan under Section 401 of the employees arising out Code to accept a direct rollover of such eligible rollover distribution. Seller is solely responsible for any liability which may arise under the employment with Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2102 et seq (the Former Employer before the Closing Date will be the sole liability “WARN Act”) as a result of the Former Employer, and the Former Employer will indemnify the New Employer from all claims any acts or omissions of that nature. As between the Former Employer and the New Employer, the New Employer assumes all claims of the New Employees relating Seller prior to employment by the New Employer arising after the Closing Date, or the transactions contemplated by this Agreement, and the New Employer will indemnify the Former Employer indemnify, defend and hold Purchaser and Parent harmless from and against any and all such claims by them. For the purpose of determining benefits for New Employees, the New Employer agrees to honor the New Employees’ length of service and anniversary dates with the Former Employer. The Former Employer will furnish the New Employer a list of the New Employees that defines their length of service and anniversary dates. The New Employer understands that the active participation of the New Employees in all benefit plans maintained by the Former Employer will end on the Closing Date. The Former Employer will continue any employee benefit payment obligations for the New Employees who are on leave of absence or disabled on the Closing Date liabilities in accordance with the Former Employer’s or PHI’s policies. If any of the Former Employer’s above restaurant employees are transferred to other operations of the Former Employer (“Transferred Employees”), the Former Employer will (upon request of the New Employer) use their reasonable best efforts to provide to the New Employer the services of some or all of the Transferred Employees (as chosen by the New Employer) for up to 60 days after the Closing. The New Employer will reimburse the Former Employer for all payroll and benefit costs associated with any such loaned Transferred Employees. Compensation increases to employees of the respective Businesses shall be permitted as provided in Schedule 8.2Section 17.1 hereof.

Transfer of Employees. Unless otherwise agreed before ClosingThe Contractor, and any New Contractor, shall use reasonable endeavours to organise its workforce so that there is not an organised grouping of employees whose principal purpose is to carry out the Former Employer services on behalf of the Purchaser. In the event the TUPE Regulations apply to this Contract: the Purchaser and the Contractor agree that the TUPE Regulations will terminate apply so that: the contracts of employment between the Purchaser (or the Preceding Contractor) and the Employees and any collective agreement between the Purchaser (or the Preceding Contractor) and any trade union recognised by the Purchaser (or the Preceding Contractor) in respect of each restaurantany Employee shall have effect on and after the Commencement Date as if originally made between the Contractor or any Sub-level employee at Contractor and the Employees, or between the Contractor or such Sub-Contractor and the relevant trade union (as the case may be); all Employee Charges shall be apportioned on a time basis so that the part of the Employee Charges accruing in the period up to close of business on the Closing day before the Commencement Date shall be borne and discharged by the Purchaser and the part of the Employee Charges accruing in the period commencing on the Commencement Date shall be borne and discharged by the Contractor; and the remainder of this Clause 41 will apply. Subject to Clauses 41.2.5 and 41.2.6, the Purchaser will indemnify and keep indemnified the Contractor on demand from and against any Employee Liabilities suffered or incurred by the Contractor in relation to any Employee which relate to or arise out of any act or omission by the Purchaser or any other event or occurrence in each case before the Commencement Date for which the Contractor is or becomes liable by reason of the operation of the TUPE Regulations and/or any judicial decision interpreting the same. The indemnity in this Clause 40.2.2 will not apply: to any Employee Liabilities in respect of any Employee who immediately prior to the Commencement Date was not an employee of the Purchaser; in respect of the Contractor’s obligation in terms of the TUPE Regulations to employ the Employees on the terms and conditions of employment on which they were employed immediately before the Commencement Date and to recognise the Employees’ periods of continuous employment as at the Commencement Date. The Former Employer Purchaser will directly pay all indemnify and keep indemnified the Contractor on demand from and against any costs, claims, liabilities and expenses (including legal expenses on an indemnity basis) suffered or incurred by the Contractor as a result of any failure by the Purchaser to comply with its obligations under Regulation 13(2) of the TUPE Regulations, except to the extent that such failure arises as a result of any failure on the part of the Contractor (or a Sub-contractor) to comply with its obligations under Regulation 13(4) of the TUPE Regulations. The Contractor will indemnify and keep indemnified the Purchaser on demand from and against any Employee Liabilities suffered or incurred by the Purchaser in relation to any Employee or any representative of any Employee which relate to or arise out of any act or omission by the Contractor or any other event or occurrence in each case on or after the Commencement Date. The Contractor will indemnify and keep indemnified the Purchaser on demand from and against any Employee Liabilities suffered or incurred by the Purchaser in relation to any claim by any individual whose contract of employment would have had effect on and after the Commencement Date as if originally made between the Contractor or a Sub-contractor and who resigns or treats their employment as having been terminated employeesin terms of Regulation 4(9) or 4(11) of the TUPE Regulations or makes an objection under Regulation 4(7) of the TUPE Regulations by reason of any act or omission or anticipatory act or omission by the Contractor at any time before the Commencement Date. The Contractor will indemnify and keep indemnified the Purchaser on demand from and against any costs, claims, liabilities and expenses (including legal expenses on an indemnity basis) suffered or incurred by the Purchaser as a result of any failure by the Contractor or a Sub-contractor to comply with its obligations under Regulation 13(4) of the TUPE Regulations. In the event the TUPE Regulations will apply at the point that Services or part thereof (or services fundamentally the same as the Services or part thereof) will begin to be carried out by the Purchaser or by a New Contractor, following the cessation or partial cessation of the provision of the Services or part thereof by the Contractor the Purchaser and the Contractor agree that: the contracts of employment between the Contractor or any relevant Sub-contractor and the Re-transferring Employees; and any collective agreement between the Contractor or such any Sub-contractor and any trade union recognised by the Contractor or such Sub-contractor in respect of the Re-transferring Employees shall, pursuant to the TUPE Regulations, have effect after the Re-transfer Date as if originally made between the Purchaser or any New Contractor and such Re-transferring Employees or between the Purchaser or any New Contractor and the relevant trade union as the case may be. In the event that (a) the TUPE Regulations apply; or (b) if the Purchaser considers that the TUPE Regulations may apply where it is anticipated that the Services or part thereof (or services similar to the Services or part thereof) will begin to be carried out by the Purchaser or by a New Contractor, following the cessation or partial cessation of the provision of the Services or part thereof by the Contractor, the Purchaser and the Contractor agree that the following Clause 42.5– 42.18 will apply. In the event that (a) the TUPE Regulations apply or (b) during the Transfer Assistance Period, the Contractor shall, at its own expense, provide the Purchaser in writing with such information as the Purchaser (acting reasonably) may request relating to the Assigned Employees at the time of such request, within such reasonable period as may be specified by the Purchaser, including (but not restricted to): the number of such Assigned Employees; the salary or wages and other remuneration paid to each such Assigned Employee; whether any such Assigned Employee was ever at any time employed by the Purchaser in the provision services analogous or materially similar to the Service or any part thereof; the general terms and conditions of employment of each such Assigned Employee, whether contractual or otherwise (including all particulars of employment that an employer is obliged to give to an employee in terms of section 1 of the New Employment Rights Act 1996); the whole terms and conditions of any occupational pension scheme of which any such Assigned Employee is a member, together with the number of such Assigned Employees hired who are members of the scheme; information relating to any legally enforceable obligations on the Contractor or any Sub-contractor, to increase or otherwise vary the remuneration, benefits and other rewards to which such Assigned Employees may be entitled; information on any current or pending negotiations concerning terms and conditions of the employment of such Assigned Employees at the time of such request (including rates of remuneration); the job title, role, length of service and age of such Assigned Employees; details of any disciplinary procedure taken against any such Assigned Employee, or grievance procedure taken by any such Assigned Employee, within the two years before a request for such details, in circumstances where the Employment Xxx 0000 (Dispute Resolution) Regulations 2004 apply; details of any court or tribunal case, claim or action which: is outstanding between the Contractor or any Sub-contractor and any such Assigned Employee; has been brought against the Contractor or any Sub-contractor by any employee who was at the time an Assigned Employee, within the two years before a request for such information; and the Contractor or any Sub-contractor has reasonable grounds to believe that any such Assigned Employee may bring, arising out of such Assigned Employee’s employment with the Contractor or any Sub-contractor; and such other information as may reasonably be required by the New Employer Purchaser which is in the possession of the Contractor or any Sub-contractor at the time of the request or which can reasonably be obtained by the Contractor from any other third party. The Contractor consents to the Purchaser using the information obtained under Clause 42.5 for earned its own costing purposes and unused vacationdisclosing it to prospective bidders for the provision to the Purchaser of services the same as or materially similar to the Services or any part thereof. The Contractor shall ensure that the contracts of employment of Assigned Employees contain terms consenting to the disclosure of the information at Clause 42.5 to the Purchaser and to any prospective bidders for the provision to the Purchaser of services the same or materially similar to the Services or as any part thereof. The information provided under Clause 42.5 will be anonymised or coded by the Contractor or the relevant Sub-Contractor in such a way so as to prevent the disclosure of “personal data” (as defined in the Data Protection Legislation). If the disclosure of personal data is unavoidable, the Purchaser undertakes that:- it will only use the personal data for the purposes set out in Clause 42.6; it will keep the personal data secure in accordance with the Former Employer’s normal policies (which does Data Protection Legislation; it will seek to obtain from prospective bidders, to whom the personal data may be disclosed, undertakings:- not call to disclose such personal data; that the personal data may only be used for PH the purposes of preparing a bid; that the personal data must be kept secure; To return or destroy the information constituting the personal data once a bid has been submitted or the Purchaser makes a decision not to pay for accrued but unearned vacation)proceed with a bid by the bidder granting the undertaking. The terminated employees may become New Employees Contractor will not and will ensure that no Sub-contractor will in the Transfer Assistance Period, without the prior written consent of the New Employer as Purchaser: materially vary the terms and conditions of any of the day following Assigned Employees (including rates of remuneration, benefits and other rewards) other than variations made in the Closing Date and PHI hereby waives any violation normal course of Section 13.2 business of the Franchise Agreement Contractor (or the relevant Sub-contractor) or except as required by law; or materially increase or decrease the numbers of Assigned Employees; or replace any of the Assigned Employees, save where the Contractor or the relevant Sub-contractor replaces any such individuals with respect individuals of equivalent or greater levels of skills and experience. enter into any new recognition agreement or collective agreement with a trade union in relation to the Assigned Employees or do any act which might be construed as recognition. At any time during the Transfer Assistance Period, the Contractor will allow, and will ensure that any relevant Sub-contractor will allow, the Purchaser or any New Contractor to meet the Assigned Employees and/or their appropriate representatives at their place of work within seven days of receiving a request by the Purchaser or any New Contractor. Not later than 28 days, before the Re-transfer Date, the Contractor will supply in writing to the Purchaser or, on request by the Purchaser, a New Contractor: the names of the individuals whom the Contractor expects at that time to be the Re-transferring Employees; the information set out in Clause 42.5, in respect of the Re-transferring Employees instead of the Assigned Employees, updated as near as practicable to the Re-transfer Date. Such information will not be anonymised or coded by the Contractor or any Sub-contractor unless that is required to ensure compliance with the Data Protection Legislation. On or before the Re-transfer Date, the Contractor will deliver to the Purchaser or, on request by the Purchaser, a New Contractor: any updates to the information provided under Clause 42.11 to reflect any subsequent changes to the Re-transferring Employees; and complete personnel records relating to the Re-transferring Employees. The Contractor undertakes to ensure that the information provided under Clauses 42.5, 42.11 and 42.12 is complete and accurate in all material respects. All claims Re-transferring Employee Charges shall be apportioned on a time basis so that the part of the employees arising Charges accruing in the period up to close of business on the day before the Re-transfer Date shall be borne and discharged by the Contractor and the part of the Charges accruing in the period commencing on the Re-transfer Date shall be borne and discharged by the Purchaser or the relevant New Contractor. The Contractor will indemnify and keep indemnified the Purchaser (and/or on demand by the Purchaser, any New Contractor) on demand from and against any Re-transferring Employee Liabilities suffered or incurred by the Purchaser or any New Contractor in relation to any Re-transferring Employee which relate to or arise out of any act or omission by the employment with the Former Employer Contractor or any other event or occurrence in each case before the Closing Re-transfer Date will be for which the sole liability Purchaser and/or any New Contractor is or becomes liable by reason of the Former Employer, and the Former Employer will indemnify the New Employer from all claims of that nature. As between the Former Employer and the New Employer, the New Employer assumes all claims operation of the TUPE Regulations and/or any judicial decision interpreting the same. The indemnity in this Clause 40.15 will not apply in respect of the obligation of the Purchaser or a New Contractor in terms of the TUPE Regulations to employ the Re-transferring Employees relating on the terms and conditions of employment on which they were employed immediately before the Re-transfer Date (other than in relation to employment by the New Employer arising after the Closing Date, and the New Employer will indemnify the Former Employer from all such claims by them. For the purpose of determining benefits for New Employeesold age, the New Employer agrees invalidity or survivors provided under an occupational pension scheme) and to honor the New recognise Re-transferring Employees’ length periods of service and anniversary dates with continuous employment as at the Former Employer. The Former Employer will furnish the New Employer a list of the New Employees that defines their length of service and anniversary dates. The New Employer understands that the active participation of the New Employees in all benefit plans maintained by the Former Employer will end on the Closing Re-transfer Date. The Former Employer Contractor will continue indemnify and keep indemnified the Purchaser (and/or on demand by the Purchaser any employee benefit payment New Contractor) on demand from and against any costs, claims, liabilities and expenses (including legal expenses) suffered or incurred by the Purchaser or any New Contractor as a result of any failure by the Contractor or any Sub-contractor to comply with its obligations for under Regulation 13(2) of the New Employees who are on leave TUPE Regulations, except to the extent that such failure arises as a result of absence or disabled any failure on the Closing Date part of the Purchaser to comply with its obligations under Regulation 13(4) of the TUPE Regulations. The Purchaser will indemnify and keep indemnified the Contractor on demand from and against any Re-transferring Employee Liabilities suffered or incurred by the Contractor in relation to any Re-transferring Employee or any representative of any Re-transferring Employee which relate to or arise out of any act or omission by the Purchaser or any other event or occurrence in each case on or after the Re-transfer Date. The Purchaser will indemnify and keep indemnified the Contractor on demand from and against any costs, claims, liabilities and expenses (including legal expenses) suffered or incurred by the Contractor as a result of any failure by the Purchaser to comply with its obligations under Regulations 13(4) of the TUPE Regulations. The Contractor acknowledges and agrees that: the Purchaser may grant an indemnity in favour of each and any New Contractor to the same extent that the Contractor is undertaking to indemnify the Purchaser in terms of this Clause 42 and; that in the event of a claim on any indemnity in terms of this Clause 42 for loss incurred by the Purchaser, that loss shall include the amount, if any, which the Purchaser has paid or is required to pay to any New Contractor by virtue of any indemnity granted by the Purchaser in its favour in accordance with the Former Employer’s or PHI’s policies. If any provisions of the Former Employer’s above restaurant employees are transferred to other operations of the Former Employer (“Transferred Employees”), the Former Employer will (upon request of the New Employer) use their reasonable best efforts to provide to the New Employer the services of some or all of the Transferred Employees (as chosen by the New Employer) for up to 60 days after the Closing. The New Employer will reimburse the Former Employer for all payroll and benefit costs associated with any such loaned Transferred Employees. Compensation increases to employees of the respective Businesses shall be permitted as provided in Schedule 8.2this Clause 42.19.

Transfer of Employees. Unless otherwise Assignor agrees that Assignee shall have the right to offer employment to any employee of Assignor who is employed by Assignor at the BLM Project at the Effective Date (a "Project Employee") on the terms determined by Assignee; and Assignee agrees at the Effective Date to offer the Project Employees employment on terms determined by Assignee and that no benefits of the Project Employees shall carry over except for accrued vacation and seniority of employment. Assignee agrees to give Assignor prompt written notice of all such offers of employment that are made to the Project Employees and any that are rejected. Assignee agrees to reimburse Assignor for severance payments and benefits (collectively, "Severance Benefits") agreed before Closingto be made by Assignor to any Project Employee who is not offered comparable employment (including, without limitation, comparable wages and benefits) at the BLM Project. Assignor shall have discretion in determining the Severance Benefits to be provided to the Project Employees provided that such Severance Benefits are reasonably consistent with past practices of Assignor and its affiliates. Additionally, if a Project Employee is employed by Assignee but is terminated by Assignee without cause within six (6) months following the date of employment of such Project Employee by Assignee, such Project Employee will be treated as a Project Employee who was not offered employment by Assignee. Each request for reimbursement by Assignor in respect to a Project Employee must only state (i) the identity of the Project Employee(s) who have received or will receive such Severance Benefits, and (ii) in reasonable detail, the Former Employer will terminate the employment of each restaurant-level employee at the close of business on the Closing Date. The Former Employer will directly pay all terminated employees, including any amount of the New Employees hired Severance Benefits made or to be made to such Project Employee(s) and, if applicable, include a copy of any agreement entered into by the New Employer for earned such Project Employee(s) and unused vacation, in accordance with the Former Employer’s normal policies (which does not call for PH to pay for accrued but unearned vacation). The terminated employees may become New Employees of the New Employer as of the day following the Closing Date and PHI hereby waives any violation of Section 13.2 of the Franchise Agreement Assignor with respect to the New Employees. All claims termination of the employees arising out of the employment with the Former Employer before the Closing Date will be the sole liability of the Former Employer, and the Former Employer will indemnify the New Employer from all claims of that nature. As between the Former Employer and the New Employer, the New Employer assumes all claims of the New Employees relating to employment by the New Employer arising after the Closing Date, and the New Employer will indemnify the Former Employer from all such claims by them. For the purpose of determining benefits for New Employees, the New Employer agrees to honor the New Employees’ length of service and anniversary dates with the Former Employeremployment. The Former Employer will furnish the New Employer a list reimbursement payment shall be made by CED or Assignee within thirty (30) days following receipt by Assignee of the New Employees that defines their length such written request. Assignee agrees that, with respect to any Project Employee in respect of service and anniversary dates. The New Employer understands that the active participation of the New Employees in all benefit plans maintained by the Former Employer will end on the Closing Date. The Former Employer will continue any employee benefit payment obligations which Assignee shall pay or reimburse Assignor for the New Employees who are on leave of absence Severance Benefits as described above, Assignee shall also pay (or disabled on the Closing Date in accordance with the Former Employer’s or PHI’s policies. If any of the Former Employer’s above restaurant employees are transferred to other operations of the Former Employer (“Transferred Employees”), the Former Employer will (upon request of the New Employer) use their reasonable best efforts to provide to the New Employer the services extent paid by Assignor or any affiliate of some Assignor, reimburse Assignor and its affiliates for) any taxes, or all of the Transferred Employees (as chosen other costs, related to such Severance Benefits and incurred by the New Employer) for up to 60 days after the Closing. The New Employer will reimburse the Former Employer for all payroll and benefit costs associated with any such loaned Transferred Employees. Compensation increases to employees of the respective Businesses shall be permitted as provided in Schedule 8.2Assignor or its affiliates.

Transfer of Employees. Unless otherwise agreed before ClosingNo later than 10 days prior to the Closing Date, Purchaser shall make written offers of employment, effective as of 11:59 p.m. on the Former Employer will terminate Closing Date (the employment “Transfer Time”), to all Employees who on the Closing Date are actively at work (each, an “Active Employee”), with compensation and benefits levels as described in Section 9.01 of the Company Disclosure Schedule. Offers pursuant to this Section 9.01 shall comply with applicable Law. For purposes of this Agreement, any Employee who is not actively at work on the Closing Date due to a short-term absence (including due to vacation, holiday, illness or injury of shorter duration than a long-term disability, jury duty or bereavement leave) in accordance with applicable policies of the Parent or its applicable Affiliate shall be deemed an Active Employee. With respect to each restaurant-level employee at the close of business Employee who is not an Active Employee (an “Inactive Employee”) on the Closing Date. The Former Employer will directly pay all terminated employees, including any Purchaser shall make written offers of the New Employees hired by the New Employer for earned and unused vacation, in accordance with the Former Employer’s normal policies employment (which does not call for PH shall include Purchaser’s compliance with Purchaser’s covenants set forth in this Article IX) to pay for accrued but unearned vacation). The terminated employees may become New Employees of the New Employer each such Inactive Employee effective as of the day date on which such Inactive Employee presents himself or herself to Purchaser for active employment following the Closing Date and PHI hereby waives any violation of Section 13.2 of the Franchise Agreement with respect to the New Employees. All claims of same extent, if any, as the employees arising out of the employment Company would be required to reemploy such Inactive Employee in accordance with the Former Employer before its policies as in effect on the Closing Date will be and applicable Law. Each Employee who accepts Purchaser’s offer of employment is referred to herein as a “Transferred Employee”. Purchaser shall perform the sole liability actions set forth in Section 9.01 of the Former Employer, Company Disclosure Schedule (it being understood and agreed that Purchaser shall be permitted to use commercially reasonable efforts to perform such actions where commercially reasonable efforts are permitted under the Former Employer will indemnify terms of such Schedule). In the New Employer from all claims case of that nature. As between the Former Employer and the New Employer, the New Employer assumes all claims of the New Employees relating to employment by the New Employer arising after any Inactive Employee who becomes a Transferred Employee following the Closing Date, all references in this Agreement to the Transfer Time shall be deemed to be references to 11:59 p.m. on the date that such individual becomes a Transferred Employee. Except as otherwise provided in this Agreement, the Company shall be responsible for all Losses and other Liabilities relating to any non-Transferred Employees, including severance (if any) and the New Employer will indemnify the Former Employer from all such claims by them. For the purpose payment of determining benefits for New Employees, the New Employer agrees to honor the New Employees’ length of service and anniversary dates with the Former Employer. The Former Employer will furnish the New Employer a list of the New Employees that defines their length of service and anniversary dates. The New Employer understands that the active participation of the New Employees in all benefit plans maintained by the Former Employer will end on the Closing Date. The Former Employer will continue any employee benefit payment obligations for the New Employees who are on leave of absence or disabled on the Closing Date in accordance with the Former Employer’s or PHI’s policies. If any of the Former Employer’s above restaurant employees are transferred to other operations of the Former Employer accrued but unused vacation (“Transferred Employees”if any), the Former Employer will (upon request of the New Employer) use their reasonable best efforts to provide to the New Employer the services of some or all of the Transferred Employees (as chosen by the New Employer) for up to 60 days after the Closing. The New Employer will reimburse the Former Employer for all payroll and benefit costs associated with any such loaned Transferred Employees. Compensation increases to employees of the respective Businesses shall be permitted as provided in Schedule 8.2.

Transfer of Employees. Unless otherwise agreed before Closing, the Former Employer will terminate In addition to the employment of each restaurant-level Secura Director pursuant to the Director Agreements, as a condition of the Closing, Purchaser will offer employment to all other employees and independent contractors of Seller (excluding, for the avoidance of doubt, any purported employment or independent contractor relationship with Seller held by Xxxxxx X. Xxxxxxxx) with titles, responsibilities, compensation and benefits comparable to those currently provided by Seller to each such employee or independent contractor, subject to any adjustments that may be necessary to conform to Purchaser’s customary and usual employment policies and practices. Notwithstanding the foregoing, Purchaser will not be obligated to provide continued employment to some administrative employees if their duties are redundant with those of Purchaser’s existing employees; Purchaser will identify such employees, if any, in consultation with Seller no later than thirty (30) days after the Closing Date. In addition, Purchaser will have no continuing obligation after the Closing Date to continue the employment of any employee or to maintain the compensation of any employee at any particular level. Those employees hired by Purchaser will be referred to in this Agreement as the “Hired Employees.” Purchaser will provide Seller with a list of the Hired Employees no later than ten (10) days before the Closing. On the Closing Date, Seller will terminate all of the Hired Employees and will ensure full and final payment to such Hired Employees of all salary, commissions, accrued bonuses, any severance payments and benefits (including accrued vacation and personal time off) payable as of the close of business on the day preceding the Closing Date. The Former Employer Seller and Purchaser will directly pay all terminated employees, including any cooperate to transition the Hired Employees to Purchaser’s benefit programs so as to minimize (to the extent reasonably possible) the loss of benefits of the New Employees hired Hired Employees. Seller is solely responsible for any liability that may arise under the WARN Act as a result of any acts or omissions of Seller on or before the Closing Date, or the transactions contemplated by this Agreement (except as provided in the New Employer for earned following sentence), and unused vacationwill indemnify, defend and hold Purchaser harmless from and against any and all such liabilities in accordance with Section 14.1 of this Agreement. Purchaser is solely responsible for any liability that may arise under the Former Employer’s normal policies (which does not call for PH to pay for accrued but unearned vacation). The terminated employees may become New Employees WARN Act as a result of the New Employer as any acts or omissions of the day following Purchaser after the Closing Date and PHI hereby waives any violation of Section 13.2 liability that may arise under the WARN Act as a result of the Franchise transactions contemplated by this Agreement with respect to the New Employees. All claims extent that such liability would not have arisen had Purchaser complied fully with its obligations to extend offers of the employment to Seller employees arising out of the employment with the Former Employer before the Closing Date will be the sole liability of the Former Employerpursuant to this paragraph, and the Former Employer Purchaser will indemnify the New Employer indemnify, defend and hold Seller harmless from all claims of that nature. As between the Former Employer and the New Employer, the New Employer assumes all claims of the New Employees relating to employment by the New Employer arising after the Closing Date, against any and the New Employer will indemnify the Former Employer from all such claims by them. For the purpose of determining benefits for New Employees, the New Employer agrees to honor the New Employees’ length of service and anniversary dates with the Former Employer. The Former Employer will furnish the New Employer a list of the New Employees that defines their length of service and anniversary dates. The New Employer understands that the active participation of the New Employees in all benefit plans maintained by the Former Employer will end on the Closing Date. The Former Employer will continue any employee benefit payment obligations for the New Employees who are on leave of absence or disabled on the Closing Date liabilities in accordance with the Former Employer’s or PHI’s policies. If any Section 14.2 of the Former Employer’s above restaurant employees are transferred to other operations of the Former Employer (“Transferred Employees”), the Former Employer will (upon request of the New Employer) use their reasonable best efforts to provide to the New Employer the services of some or all of the Transferred Employees (as chosen by the New Employer) for up to 60 days after the Closing. The New Employer will reimburse the Former Employer for all payroll and benefit costs associated with any such loaned Transferred Employees. Compensation increases to employees of the respective Businesses shall be permitted as provided in Schedule 8.2this Agreement.

Transfer of Employees. Unless otherwise Assignor agrees that Assignee shall have the right to offer employment to any employee of Assignor who is employed by Assignor at the Navy I Project at the Effective Date (a "Project Employee") on the terms determined by Assignee; and Assignee agrees at the Effective Date to offer the Project Employees employment on terms determined by Assignee and that no benefits of the Project Employees shall carry over except for accrued vacation and seniority of employment. Assignee agrees to give Assignor prompt written notice of all such offers of employment that are made to the Project Employees and any that are rejected. Assignee agrees to reimburse Assignor for severance payments and benefits (collectively, "Severance Benefits") agreed before Closingto be made by Assignor to any Project Employee who is not offered comparable employment (including, without limitation, comparable wages and benefits) at the Navy I Project. Assignor shall have discretion in determining the Severance Benefits to be provided to the Project Employees provided that such Severance Benefits are reasonably consistent with past practices of Assignor and its affiliates. Additionally, if a Project Employee is employed by Assignee but is terminated by Assignee without cause within six (6) months following the date of employment of such Project Employee by Assignee, such Project Employee will be treated as a Project Employee who was not offered employment by Assignee. Each request for reimbursement by Assignor in respect to a Project Employee must only state (i) the identity of the Project Employee(s) who have received or will receive such Severance Benefits, and (ii) in reasonable detail, the Former Employer will terminate the employment of each restaurant-level employee at the close of business on the Closing Date. The Former Employer will directly pay all terminated employees, including any amount of the New Employees hired Severance Benefits made or to be made to such Project Employee(s) and, if applicable, include a copy of any agreement entered into by the New Employer for earned such Project Employee(s) and unused vacation, in accordance with the Former Employer’s normal policies (which does not call for PH to pay for accrued but unearned vacation). The terminated employees may become New Employees of the New Employer as of the day following the Closing Date and PHI hereby waives any violation of Section 13.2 of the Franchise Agreement Assignor with respect to the New Employees. All claims termination of the employees arising out of the employment with the Former Employer before the Closing Date will be the sole liability of the Former Employer, and the Former Employer will indemnify the New Employer from all claims of that nature. As between the Former Employer and the New Employer, the New Employer assumes all claims of the New Employees relating to employment by the New Employer arising after the Closing Date, and the New Employer will indemnify the Former Employer from all such claims by them. For the purpose of determining benefits for New Employees, the New Employer agrees to honor the New Employees’ length of service and anniversary dates with the Former Employeremployment. The Former Employer will furnish the New Employer a list reimbursement payment shall be made by CFP or Assignee within thirty (30) days following receipt by Assignee of the New Employees that defines their length such written request. Assignee agrees that, with respect to any Project Employee in respect of service and anniversary dates. The New Employer understands that the active participation of the New Employees in all benefit plans maintained by the Former Employer will end on the Closing Date. The Former Employer will continue any employee benefit payment obligations which Assignee shall pay or reimburse Assignor for the New Employees who are on leave of absence Severance Benefits as described above, Assignee shall also pay (or disabled on the Closing Date in accordance with the Former Employer’s or PHI’s policies. If any of the Former Employer’s above restaurant employees are transferred to other operations of the Former Employer (“Transferred Employees”), the Former Employer will (upon request of the New Employer) use their reasonable best efforts to provide to the New Employer the services extent paid by Assignor or any affiliate of some Assignor, reimburse Assignor and its affiliates for) any taxes, or all of the Transferred Employees (as chosen other costs, related to such Severance Benefits and incurred by the New Employer) for up to 60 days after the Closing. The New Employer will reimburse the Former Employer for all payroll and benefit costs associated with any such loaned Transferred Employees. Compensation increases to employees of the respective Businesses shall be permitted as provided in Schedule 8.2Assignor or its affiliates.