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SEC Filings

COSI INC filed this Form 8-K on 12/28/2016
Entire Document

(g)           The parties shall cooperate with each other and provide such assistance as is reasonably required for Operator to manage and operate the Business in the ordinary course.  Such cooperation shall include, but not be limited to, (i) the timely provision of any information reasonably required in connection with the operation of the Business, (ii) the collection of credit card payments by Owner on Operator’s behalf from customers of the Business and (iii) providing Operator with access to Owner’s bank accounts to the extent necessary to operate the Business.
(h)           Owner and Operator will reasonably cooperate regarding the collection of franchise revenues payable prior to the Effective Date and the enforcement of the Fast Casual Franchise agreement during the Term.  Owner shall bear its costs and expenses of collection and enforcement.
(i)            Subject to Bankruptcy Court approval if required, Operator shall have the right to direct Owner to amend or renew any lease or executory contracts that constitute any part of the Purchased Assets.  Operator shall bear any and all costs of Owner related to any such amendment or renewal including, without limitation, fees and expenses related to obtaining Bankruptcy Court approval.  Operator shall have the right to direct Owner to not treat a contract as a Purchased Asset in accordance with the Cosi APA.
6.             Owner Personnel.
(a)           During the Term (and for long as the applicable Seconded Employee (as defined below) remains employed by Owner), Owner shall, pursuant to the terms of this Agreement, second to Operator the Seconded Employees to operate and conduct the Business.  Operator will operate the Business with the Seconded Employees and such other employees, consultants, agents and representatives as Operator may determine in its sole discretion.  The services provided to Operator by the Seconded Employees pursuant to this Agreement are referred to herein as the “Services.”  Subject to Owner’s right to be reimbursed by Operator for costs and expenses in accordance with Sections 6(h) and 6(i), Owner shall be responsible for payment of, and shall satisfy all obligations with respect to, all costs and expenses required in connection with the employment of the Seconded Employees, including salaries, wages, other cash compensation, employee benefits and overhead and administrative expenses, the reporting and payment of social security and other payroll taxes, workers’ compensation insurance premiums and all other applicable costs and expenses.  Owner shall have the right to determine the terms and conditions on which it employs the Seconded Employees including the compensation and benefits to which the Seconded Employees may be eligible; provided, however, that such terms and conditions of employment shall be consistent with Owner’s past employment practices and the terms of Section 5.01 of the Cosi APA, and any changes to compensation or benefits shall be subject to the prior written approval of Operator.
(b)           Each Business Employee listed on Schedule 4 shall, during the period of time that such individual is seconded to Operator under this Agreement (the “Period of Secondment”), be referred to individually herein as a “Seconded Employee” and, collectively, as the “Seconded Employees.”  Each Seconded Employee shall devote all of his or her working time to the performance of the Services during such Seconded Employee’s Period of Secondment.  Operator may, in its discretion, provide to each Seconded Employee notices or other information regarding such Seconded Employee’s secondment and the terms of such secondment.

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