Common use of Payroll Administration Clause in Contracts

Payroll Administration. 17.2.1 The Seller shall transfer to the Purchaser (or its designated Affiliate) with legal effect as of the Closing Date the service agreement for payroll administration further set out in Exhibit 17.2.1 (the “Payroll Administration Agreement”) along with all rights and obligations by way of outright transfer in the form of assumption of contract (Vertragsübernahme) subject to any third party consents. In relation to the Payroll Administration Agreement, the Purchaser undertakes to enter into such agreements and documents and do all acts as are required to effect the assumption of contract (Vertragsübernahme), provided that the Seller shall not be obliged to bear any costs relating to such assumption of the Payroll Administration Agreement. 17.2.2 In the event that the Seller does not receive a third party consent required for the transfer of the Payroll Administration Agreement along with all rights and obligations by way of outright transfer in the form of assumption of contract (Vertragsübernahme), the Seller, EMP and the Purchaser shall (i) following the Closing Date, and for a period of six (6) months thereafter, use reasonable best efforts to obtain as promptly as practicable such third party consent, and (ii) during such period cooperate to establish an agency type or other similar arrangement reasonably satisfactory to the Seller and the Purchaser under which EMP (or its designated Affiliate) would obtain, to the fullest extent practicable and not prohibited by any applicable law, the claims, rights and benefits and assume the corresponding liabilities under the Payroll Administration Agreement (including by means of any subcontracting, sublicensing or subleasing arrangement or through a new relationship with the provider or an agreement with a replacement provider, in each case, to provide the Parties the economic and operational equivalent, to the extent permitted, of obtaining such third party consent) at the costs and expenses of the Purchaser and further; provided, however, that in no event shall any Party or their respective Affiliates be obligated to make any payments in order to obtain any consent or approval described in this Section 17.2.2.