Common use of Schedule 8 Clause in Contracts

Schedule 8. (k) sets forth a list of all employees of Seller regularly engaged in the management, operation, and construction activities of Seller relating to the Property ("Employees"). Buyer shall not assume any obligations of Seller (whether based upon contract or implied by law or otherwise) relating to the Employees, and Buyer shall have no obligation to hire any of the Employees upon Closing; provided, that Buyer shall have the right, after expiration of the Inspection Period, to solicit applications for employment from the Employees (or any of them), it being understood that all terms and conditions of employment offered by Buyer shall be in Buyer's sole discretion. During the Inspection Period, Buyer will designate the Employees with whom Buyer would like to discuss employment. Buyer shall not communicate with any Employees except ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇ ▇▇▇▇ regarding their employment with Buyer or Seller without the prior written consent of Seller. After expiration of the Inspection Period, Seller shall cooperate with Buyer to further Buyer's efforts to enter into employment agreements with the Employees. Buyer has no obligation under this Agreement to provide benefits to any or all Employees it hires. However, if Buyer provides benefits to Employees, then Buyer shall take the following actions in order to preserve Employee benefits to the extent possible after Closing, if and to the greatest extent allowed by the various plan and benefit providers, and only if such actions cause no additional expense to Buyer not compensated by Seller at Closing: (a) If Buyer offers Employees it hires a group health plan, then it will waive all pre-existing condition limitations and waiting periods for coverage, and Buyer's health plan will credit all payments made by the Employees it hires towards deductible, co-payment, and out-of-pocket limits under Seller's health care plans for the plan year that includes the Closing Date; and (b) If Buyer offers Employees it hires a qualified retirement plan, then it will give each such Employee credit for his or her past service with Seller as of the Closing Date for purposes of eligibility and vesting, but not for benefit accrual purposes, and will allow Employees to roll over distributions from Seller's 401(k) plan to Buyer's retirement plan. Seller shall remain responsible for any pre-Closing employee benefits, bonus plans, termination plans, and any other employee benefit plan applicable to the Employees, and also for any benefits or payments due to any Employee (whether under or by reason of any statute or regulation, contractual obligation of Seller, or any plan maintained by Seller) as a result of such Employee's termination in conjunction with the sale of the Property. Seller shall be responsible to provide any required WARN Act notices and any required COBRA coverage under Seller's health plans.

Schedule 8. 3 states the period of the advance notice that each of Sellers’ employees is entitled to receive pursuant to their employment terms with the relevant Seller. Seller represents that on Cut-Off Date Seller gave all their employees an advance notice notifying them that their employment with the Sellers shall terminate at the end of each employee’s respective advanced notice period and instructing them to work and to fulfill all their duties and obligations as Sellers’ employees during the advance notice period at the disposal and under supervision of Buyer. Buyer hereby represents that it is interested in employing the employees listed on Schedule 8.3A; those who have accepted its offer for employment engagement are referred to herein as the “Hired Personnel”. Buyer may elect to engage the consultant listed on Schedule 5.15. Each Seller undertakes to retain all Hired Personnel until the lapse of each Hired Personnel’s advance notice period (k) sets forth a list the “Recruiting Date”), on which date such Hired Personnel employment with Sellers shall be terminated by the respective Seller and begin to be employed or retained by Buyer on terms to be agreed (but not less than similar to the terms enjoyed by such persons prior to the Cut Off Date (except with respect to options to purchase shares of all employees of Seller regularly engaged the Buyer which, unless provided otherwise in the managementemployment agreements of the particular Hired Personnel, operationshall not bind the Buyer and shall not be issued). Notwithstanding, Buyer is aware that one of Sellers’ employees is currently on maternity leave and construction activities can only be dismissed in accordance with applicable law. It is expressly agreed that the Sellers, jointly and severally, alone shall be liable for and shall pay to each of Seller relating their respective Hired Personnel, on or before the Recruiting Date, any and all payments due to them with respect to the Property period up to the Recruiting Date ("Employees"including, without limitation, payment of salary or consultancy fees, any advance notice payment (if applicable under the law or by any agreement), redemption of unused vacation days, any commission or bonus payments and any other liability, existing or contingent, to the extent applicable to such employee or consultant). The Sellers, jointly and severally shall fully indemnify and hold Buyer shall not assume harmless, from and against any obligations of demand or claim brought against Buyer by any employee (including the Hired Personnel) with respect to its engagement by any Seller (whether based upon contract or implied by law or otherwise) relating prior to the EmployeesRecruiting Date, and Buyer shall have no obligation to hire including by way of claiming for accumulation of rights based on alleged continuation of employment of any of the Employees upon ClosingHired Personnel by Buyer and Sellers together; provided, however, that Buyer shall have the right, after expiration of the Inspection Period, to solicit applications for employment from the Employees (or any of them), it being understood that all terms and conditions of employment offered by Buyer Sellers’ liability under this Section 8.3 shall be limited in Buyer's sole discretion. During the Inspection Period, Buyer will designate the Employees any case to such rights or amounts arising in connection with whom Buyer would like to discuss employment. Buyer shall not communicate with any Employees except ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇ ▇▇▇▇ regarding their employment with Buyer or Seller without the prior written consent of Seller. After expiration of the Inspection Period, Seller shall cooperate with Buyer to further Buyer's efforts to enter into employment agreements with the Employees. Buyer has no obligation under this Agreement to provide benefits to any or all Employees it hires. However, if Buyer provides benefits to Employees, then Buyer shall take the following actions in order to preserve Employee benefits to the extent possible after Closing, if and to the greatest extent allowed by the various plan and benefit providers, and only if such actions cause no additional expense to Buyer not compensated by Seller at Closing: (a) If Buyer offers Employees it hires a group health plan, then it will waive all pre-existing condition limitations and waiting periods for coverage, and Buyer's health plan will credit all payments made by the Employees it hires towards deductible, co-payment, and out-of-pocket limits under Seller's health care plans for the plan year that includes the Closing Date; and (b) If Buyer offers Employees it hires a qualified retirement plan, then it will give each such Employee credit for his or her past service with Seller as of the Closing Date for purposes of eligibility and vesting, but not for benefit accrual purposes, and will allow Employees to roll over distributions from Seller's 401(k) plan to Buyer's retirement plan. Seller shall remain responsible for any pre-Closing employee benefits, bonus plans, termination plans, and any other employee benefit plan applicable to the Employees, and also for any benefits or payments due to any Employee (whether under or by reason of any statute or regulation, contractual obligation of Seller, or any plan maintained by Seller) as a result of such Employee's termination in conjunction Hired Personnel’s employment with the sale Sellers on or prior to the Recruiting Date. Sellers shall notify the Hired Personnel of the Propertytransfer of the Acquired Assets to the Buyer and reasonably cooperate with Buyer in all respects relating to any actions to be taken pursuant to this section and in achieving an orderly transition. The Buyer shall fully indemnify and hold Sellers harmless, from and against any demand or claim brought against any Seller by any Hired Personnel with respect to its engagement by Buyer after the Recruiting Date, including by way of claiming for accumulation of rights based on alleged continuation of employment of any of the Hired Personnel by Buyer and Seller together; provided, however, that Buyer’s liability under this Section 8.3 shall be limited in any case to such rights or amounts arising in connection with or as a result of such Hired Personnel’s employment with the Buyer after the Recruiting Date. Seller will not take any action that is intended to interfere with Buyer’s efforts to retain any of the Hired Personnel. During the 36-months period following the Closing, neither Seller, DH nor any affiliate controlled by or under the control of any of them (“First Party”), shall be responsible directly or indirectly solicit or encourage or employ any officer, employee or consultant of Buyer (including Hired Personnel) or any of its Affiliates or subsidiaries (“Second Party”) to provide leave its employment/engagement for employment/engagement by or with such First Party or any required WARN Act notices and competitor of the Second Party. Sellers shall not, at any required COBRA coverage under Seller's health planstime during the three -year period immediately following the Cut-Off Date, directly or indirectly, own, manage, control or participate in the ownership, management or control of, any business which competes with the Buyer’s business as conducted as of Closing.

Schedule 8. (k1.1(k) sets forth a list of all employees of Seller regularly engaged in the management, operation, and construction activities of Seller relating to the Property ("“Employees"”). Buyer shall not assume any obligations of Seller (whether based upon contract or implied by law or otherwise) relating to the Employees, and Buyer shall have no obligation to hire any of the Employees upon Closing; provided, that Buyer shall have the right, after expiration of the Inspection Period, to solicit applications for employment from the Employees (or any of them), it being understood that all terms and conditions of employment offered by Buyer shall be in Buyer's ’s sole discretion. During the Inspection Period, Buyer will designate the Employees with whom Buyer would like to discuss employment. Buyer shall not communicate with any Employees except ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇ ▇▇▇▇ regarding their employment with Buyer or Seller without the prior written consent of Seller. After expiration of the Inspection Period, Seller shall cooperate with Buyer to further Buyer's ’s efforts to enter into employment agreements with the Employees. Buyer has no obligation under this Agreement to provide benefits to any or all Employees it hires. However, if Buyer provides benefits to Employees, then Buyer shall take the following actions in order to preserve Employee benefits to the extent possible after Closing, if and to the greatest extent allowed by the various plan and benefit providers, and only if such actions cause no additional expense to Buyer not compensated by Seller at Closing: (a) If Buyer offers Employees it hires a group health plan, then it will waive all pre-existing condition limitations and waiting periods for coverage, and Buyer's ’s health plan will credit all payments made by the Employees it hires towards deductible, co-payment, and out-of-pocket limits under Seller's ’s health care plans for the plan year that includes the Closing Date; and (b) If Buyer offers Employees it hires a qualified retirement plan, then it will give each such Employee credit for his or her past service with Seller as of the Closing Date for purposes of eligibility and vesting, but not for benefit accrual purposes, and will allow Employees to roll over distributions from Seller's ’s 401(k) plan to Buyer's ’s retirement plan. Seller shall remain responsible for any pre-Closing employee benefits, bonus plans, termination plans, and any other employee benefit plan applicable to the Employees, and also for any benefits or payments due to any Employee (whether under or by reason of any statute or regulation, contractual obligation of Seller, or any plan maintained by Seller) as a result of such Employee's ’s termination in conjunction with the sale of the Property. Seller shall be responsible to provide any required WARN Act notices and any required COBRA coverage under Seller's ’s health plans.