Retention Program for Transition Employees Sample Clauses

Retention Program for Transition Employees. DEI, Seller and Buyer hereby agree and acknowledge that a retention program (the "Transition Retention Program") relating to certain current employees of the Company that will, following the Closing, be employed and used by DEI or its Affiliates to provide transition services to the Company pursuant to the Transitional Administrative Services Agreement, the Transitional Distribution Services Agreement and the Transitional Information Technology Services Agreement (such employees, as they exist as of the Closing Date, the "Transition Employees"), has been (or, as applicable, will be) established by DEI or its Affiliates pursuant to and in accordance with the letter agreement (the "Transition Letter Agreement"), dated August 27, 2004, between TCP and DEI. In consideration for establishing the Transition Retention Program, subject to the occurrence of the Closing hereunder, USA Purchaser hereby agrees to cause, and shall cause, TDS USA (or, as applicable, New TDS LLC) to pay DEI, by wire transfer of immediately available funds pursuant to wire instructions delivered by DEI to USA Purchaser, an amount equal to Two Million Dollars ($2,000,000) (the "Retention Payment") on the earlier of the date (the "Transition Services Termination Date") that is (x) ninety (90) days following the Closing Date and (y) March 1, 2005. In addition, Buyer, DEI and Seller hereby agree and acknowledge that (i) DEI shall consult, in good faith, with TCP regarding the payments to be made to Transition Employees pursuant to, and other financial components of, the Transition Retention Program; provided, however, that the final determination of the amount of payments to be made to Transition Employees pursuant to, and all other components of, the Transition Retention Program shall be made by DEI in its sole discretion; (ii) the Retention Payment will be paid by USA Purchaser to DEI regardless of the actual costs and expenses incurred by DEI or its Affiliates in connection with the Transition Retention Program; (iii) none of DEI or its Affiliates shall have any duty or obligation to account to Buyer or its Affiliates for the use of any part of the Retention Payment by DEI or its Affiliates (provided, that, DEI hereby agrees that, unless there is a departure of any one (1) or more of the Transition Employees prior to the Transition Services Termination Date, it shall allocate, or, as applicable, shall cause its Affiliates to allocate, the entire amount of the Retention Payment for use in c...