DATE.
(E)
ANY CONTACT DATA (AS DEFINED BELOW) IN ELECTRONIC OR PHYSICAL FORM,
INCLUDING, BUT NOT LIMITED TO, ANY CONTACT DATA FOUND IN THE ROLODEX OF ANY
EMPLOYEE THAT IS TERMINATED BY SELLER AND SUBSEQUENTLY HIRED BY BUYER, SHALL BE
AN ASSET PURCHASED BY BUYER PURSUANT TO THE TERMS OF THIS AGREEMENT.
FOR
PURPOSES OF THIS SECTION 6.1(E), "CONTACT DATA" SHALL MEAN ANY INFORMATION THAT
WOULD FORM PART OF A "CONSUMER REPORT," AS THAT TERM IS DEFINED BY 14 U.S.C.
SECTION 1681A(D).
6.2
NO SOLICITATION.
SELLER AND SHAREHOLDER
AGREE THAT FOR A PERIOD OF TWO (2) YEARS FOLLOWING THE CLOSING DATE THEY OR
THEIR AFFILIATES SHALL NOT, WITHOUT THE BUYER'S PRIOR WRITTEN CONSENT, ON THEIR
OWN BEHALF, OR ON THE BEHALF OF THEIR AGENTS, ANY PARTNERSHIP OR CORPORATION IN
WHICH THEY HOLD AN OWNERSHIP INTEREST, THEIR SUCCESSORS OR ASSIGNS, EMPLOY,
DIRECTLY OR INDIRECTLY, IN ANY CAPACITY, INCLUDING BUT NOT LIMITED TO AS AN
EMPLOYEE, INDEPENDENT CONTRACTOR, OR CONSULTANT, ANY PERSON WHO IS A TRANSFERRED
EMPLOYEE OR AN EXISTING EMPLOYEE OF BUYER AND SHALL NOT ENCOURAGE OR CAUSE ANY
SUCH PERSON TO LEAVE THE EMPLOY OF BUYER.
6.3
LANDLORD CONSENTS AND CONTRACT CONSENTS.
SHAREHOLDER AND SELLER AND BUYER SHALL USE THEIR BEST EFFORTS TO OBTAIN THE
LANDLORD OR LESSOR CONSENTS FOR ALL LEASES AND OTHER ACQUIRED CONTRACTS (AS
NECESSARY OR APPLICABLE) SET FORTH IN SCHEDULE 1.2 OR AS OTHERWISE AGREED BY THE
PARTIES, AND ESTOPPEL CERTIFICATES OR LETTERS FROM THE LANDLORDS AND THIRD
PARTIES TO THE LEASES OR ACQUIRED CONTRACTS PRIOR TO THE CLOSING DATE, AND IF
NECESSARY AFTER THE CLOSING DATE.
SHAREHOLDER AND SELLER SHALL PAY ALL COSTS
RELATED TO OBTAINING THE LANDLORD OR LESSOR CONSENTS AND ACQUIRED CONTRACT
CONSENTS INCLUDING ANY COSTS FOR WHICH SELLER IS RESPONSIBLE UNDER THE LEASES OR
ACQUIRED CONTRACTS IN CONNECTION WITH AN ASSIGNMENT OR SUBLEASE OF THE LEASES OR
ASSIGNMENT OF THE CONTRACTS.
SHAREHOLDER, SELLER AND BUYER AGREE, HOWEVER, THAT
OBTAINING A LANDLORD CONSENT FOR ANY OF THE LEASES SHALL NOT BE A CONDITION TO
CLOSING.
SUBSEQUENT TO CLOSING, SHAREHOLDER, SELLER AND BUYER SHALL CONTINUE TO
USE THEIR BEST EFFORTS TO OBTAIN LANDLORD CONSENTS FOR THOSE LEASES FOR WHICH A
LANDLORD CONSENT WAS NOT OBTAINED AS OF THE CLOSING DATE.
IF IT IS
15
DETERMINED THAT A LANDLORD CONSENT CANNOT REASONABLY BE OBTAINED FOR AN
ASSIGNMENT OF A LEASE, SHAREHOLDER, SELLER AND BUYER SHALL ENTER INTO A SUBLEASE
FOR THE LOCATION COVERED BY THAT LEASE.
DURING THE TERM OF THE SUBLEASE, THE
PARTIES SHALL USE THEIR BEST EFFORTS TO OBTAIN THE REQUIRED LANDLORD CONSENTS OR
A CONSENT TO THE APPLICABLE SUBLEASE.
ARTICLE VII
CONDITIONS TO CLOSING
7.1
CONDITIONS TO EACH PARTY'S OBLIGATIONS UNDER
THIS AGREEMENT.
THE RESPECTIVE OBLIGATIONS OF EACH PARTY TO CONSUMMATE THE
ACQUISITION SHALL BE SUBJECT TO THE SATISFACTION AT OR PRIOR TO THE CLOSING DATE
OF THE FOLLOWING CONDITIONS:
(A)
ALL REGULATORY APPROVALS REQUIRED TO BE OBTAINED IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL HAVE BEEN OBTAINED ON TERMS
REASONABLY SATISFACTORY TO THE PARTIES HERETO, ALL NOTICES