Common use of Termination of Employees Clause in Contracts

Termination of Employees. At the Closing but effective as of the Effective Time, Seller will terminate (i) all employees of Seller then employed at the Restaurants and (ii) those employees of Seller listed on Schedule 7.01 (romanettes (i) and (ii), collectively, the “Employees”). Seller shall be responsible for (a) compliance with all applicable Law with respect to the employment or termination of all such Employees prior to the Effective Time and (b) the employment-related obligations with respect to Employees prior to the Effective Time including worker’s compensation benefits with respect to injuries or incidents occurring prior to the Effective Time, any paid time-off and sick or vacation amounts due or granted by Seller to any Employees prior to the Effective Time as well as any amounts due to any Employees resulting from Seller’s existing 401(k) or stock plans; provided, however, that Purchaser shall reimburse Seller for any severance costs incurred by Seller or its Affiliates under the plans, programs, agreements or arrangements described in Schedule 4.14 as a result of the termination of any such Employees who are employed by Seller immediately prior to the Effective Time and who do not become Hired Employees. Seller agrees to pay all unused vacation benefits earned or accrued by Employees through the Effective Time. Seller will continue any employee benefit payment obligations for Employees who are on long-term disability leave of absence on the Closing Date in accordance with the terms of Seller’s policies. For a period of twenty-four (24) months after the Closing, Seller and its Affiliates will not solicit, divert or attempt to hire any Hired Employee then employed by Purchaser or its Affiliates; provided that, this sentence shall not preclude Seller and its Affiliates from soliciting from employment or hiring any Hired Employee who (i) responds to a general solicitation through a public medium or general or mass mailing by or on behalf of Seller of its Affiliates or (ii) contacts Seller or its Affiliates directly on such individual’s own initiative.

Termination of Employees. At the Closing but effective as of the Effective Time, Seller will shall terminate (i) all employees of Seller then employed at operation,oromanagementhofwthe)Property effectiveiascofn7:00oa.m.tontthe Closing Date, and Seller shall be solely responsible for any amount payable to or in respect of any such employees and all other claims relating to such employees, including in each case any employees who are hired by Purchaser, and including without limitation all wages, salaries, gratuities and accrued benefits, accrued vacation and fringe benefits, health benefits and claims, severance obligations, taxes and all other liabilities associated with the Restaurants employment of any employee to (but not including) the Closing Date. Purchaser shall have the right after the Effective Date to contact and (ii) interview current employees of Seller and to review all files in the possession of Seller relating to such employees. Purchaser intends to employ most, if not all, of those on-site salaried employees of Seller as well as the on-site hourly employees of Seller listed on Schedule 7.01 a schedule thereof to be prepared by Seller and delivered to Purchaser on the Closing Date, all of whom will be released from the employ of Seller at (romanettes (ior prior to) and (ii), collectively, the “Employees”)Closing. Purchaser agrees to notify Seller shall be responsible for (a) compliance with all applicable Law with respect to the employment or termination of all such Employees prior to the Effective Time and (b) the employment-related obligations with respect to Employees prior to the Effective Time including worker’s compensation benefits with respect to injuries or incidents occurring prior to the Effective Time, any paid time-off and sick or vacation amounts due or granted by Seller to any Employees prior to the Effective Time as well as any amounts due to any Employees resulting from Seller’s existing 401(k) or stock plans; provided, however, that Purchaser shall reimburse Seller for any severance costs incurred by Seller or its Affiliates under the plans, programs, agreements or arrangements described in Schedule 4.14 as a result expiration of the termination Feasibility Period of any such Employees who are employed by listed employees to whom Purchaser does not intend to offer employment so that Seller immediately prior may comply with any obligations pursuant to the Effective Time Worker Adjustment and who do not become Hired EmployeesRetraining Notification Act, 29 U.S.C. Section 2101 et seq. Seller agrees to pay all unused vacation benefits earned ("WARN") or accrued under the Consolidated Omnibus Budget Reconciliation Act of 1985, Pub. L. No. 99-272, 100 Stat. 82 ("COBRA"). Each party shall assume responsibilities required of such party under WARN or COBRA, and each party shall indemnify and hold the other party harmless for liability resulting from WARN or COBRA directly or indirectly resulting from the transactions contemplated by Employees through this Agreement or by a such party's actions. This Section 7.5 shall survive Closing and the Effective Timedelivery of the Deed and the other conveyance documents. Seller will continue any employee benefit payment obligations for Employees who are on long-term disability leave of absence on the Closing Date in accordance with the terms of Seller’s policies. For a period of twenty-four (24) months after the Closing, Seller and its Affiliates will not solicit, divert or attempt to hire any Hired Employee then employed by Purchaser or its Affiliates; provided that, this sentence shall not preclude Seller and its Affiliates from soliciting from employment or hiring any Hired Employee who (i) responds to a general solicitation through a public medium or general or mass mailing by or on behalf of Seller of its Affiliates or (ii) contacts Seller or its Affiliates directly on such individual’s own initiative.7.6

Termination of Employees. At the Closing but effective as of the Effective Time, except for the Persons listed on Schedule 7.01, Seller will terminate (i) all employees of Seller then employed at the Restaurants and (ii) those employees of Seller listed on Schedule 7.01 (romanettes (i) and (ii), collectively, the “Employees”). Seller shall be responsible for (a) compliance with all applicable Law with respect to the employment or termination of all such Employees prior to the Effective Time and (b) the employment-related obligations with respect to Employees prior to the Effective Time including worker’s compensation benefits with respect to injuries or incidents occurring prior to the Effective Time, any paid time-off and sick or DB02/0502991.0000/9783465.8 WP01 vacation amounts due or granted by Seller to any Employees prior to the Effective Time as well as any amounts due to any Employees resulting from Seller’s existing 401(k) or stock plans; provided, however, that Purchaser shall reimburse Seller for any severance costs incurred by Seller or its Affiliates under the plans, programs, agreements or arrangements described in Schedule 4.14 4.15 incurred by Seller or its Affiliates as a result of the termination of any such Employees who are employed by Seller immediately prior to the Effective Time and who do not become Hired Employees. Seller agrees to pay all unused vacation benefits earned or accrued by Employees through the Effective Time. Seller will continue any employee benefit payment obligations for Employees who are on long-term disability leave of absence on the Closing Date in accordance with the terms of Seller’s policies. For a period of twenty-four (24) months after the Closing, Seller and its Affiliates will not solicit, divert or attempt to hire any Hired Employee then employed by Purchaser or its Affiliates; provided that, this sentence shall not preclude Seller and its Affiliates from soliciting from employment or hiring any Hired Employee who (i) responds to a general solicitation through a public medium or general or mass mailing by or on behalf of Seller of its Affiliates or (ii) contacts Seller or its Affiliates directly on such individual’s own initiative.

Termination of Employees. At Upon the request of Buyer, at any time between the Closing but effective as of Date and thirty (30) days after the Effective TimeClosing Date, Seller will terminate all employees designated to be hired by Buyer (the "Designated Employees"), deliver final paychecks to such Designated Employees for unpaid wages, accrued vacation, unused sick days and any other amounts owing to such Designated Employees through the Closing Date; provided, howe4ver, if a Designated Employee elects to maintain his or her accrued vacation up to a maximum amount of ten (10) days, Seller shall pay to Buyer the amount it otherwise would have paid to such Designated Employee for such accrued vacation and Buyer will credit such Designated Employee for the number of vacation days he or she elects to maintain. Seller shall cooperate with Buyer in the hiring and transitioning of the Designated Employees. Seller has sole responsibility and obligation for any employee-related liabilities relating to the Designated Employees arising on or prior to the Closing Date. On or after the Closing Date, Seller shall have the sole responsibility and obligation for complying with the health care continuation coverage requirements of Internal Revenue Code ("Code") Section 4980B and Section 601 et seq. of ERISA ("COBRA") that are applicable to (i) all Seller's employees of Seller then employed at the Restaurants who are not Designated Employees, and their spouses and dependents, and (ii) those employees of Seller listed on Schedule 7.01 (romanettes (i) and (ii), collectively, the “Employees”)Designated Employees not retained in Buyer's employ for at least six months. Seller shall be solely responsible for (a) compliance providing COBRA continuation coverage to any person entitled to such coverage in connection with any health plan sponsored by Seller. Seller shall indemnify, defend and hold harmless Buyer and its employees, officers, directors, successors, assigns, subsidiaries, shareholders, agents, attorneys, representatives and affiliates from and against any and all applicable Law losses, liabilities, demands, claims, expenses, judgments, costs, attorneys' fees, taxes and penalties arising under Code Section 4980B or ERISA Section 601 et seq. with respect to the employment any individual who was an employee (or termination a spouse or dependent of all such Employees employee) of Seller prior to the Effective Time and (b) the employment-related obligations with respect to Employees prior to the Effective Time including worker’s compensation benefits with respect to injuries or incidents occurring prior to the Effective Time, any paid time-off and sick or vacation amounts due or granted by Seller to any Employees prior to the Effective Time as well as any amounts due to any Employees resulting from Seller’s existing 401(k) or stock plans; provided, however, that Purchaser shall reimburse Seller for any severance costs incurred by Seller or its Affiliates under the plans, programs, agreements or arrangements described in Schedule 4.14 as a result of the termination of any such Employees who are employed by Seller immediately prior to the Effective Time Closing and who do not become Hired Employees. Seller agrees to pay all unused vacation benefits earned had or accrued by Employees through has a "qualifying event" (within the Effective Time. Seller will continue any employee benefit payment obligations for Employees who are meaning of Code Section 4980 (B) (f)(3)) before, on long-term disability leave of absence on the Closing Date in accordance with the terms of Seller’s policies. For a period of twenty-four (24) months or after the Closing, Seller and its Affiliates will not solicit, divert or attempt to hire any Hired Employee then employed by Purchaser or its Affiliates; provided that, this sentence shall not preclude Seller and its Affiliates from soliciting from employment or hiring any Hired Employee who (i) responds to a general solicitation through a public medium or general or mass mailing by or on behalf of Seller of its Affiliates or (ii) contacts Seller or its Affiliates directly on such individual’s own initiative.