BENEFIT PROGRAMS
MAINTAINED BY DS LLC FOR SUCH ACTIVE EMPLOYEES IMMEDIATELY PRIOR TO THE CLOSING
DATE. PURCHASER SHALL BE SOLELY RESPONSIBLE FOR ANY SALARY, SEVERANCE OR
UNEMPLOYMENT BENEFITS OF ANY ACTIVE EMPLOYEE ON AND AFTER THE CLOSING.
39
(C)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE PARTIES INTEND
THAT ALL EMPLOYEE BENEFIT MATTERS COVERED IN THIS SECTION 9.2 MATERIALLY COMPLY
WITH THE APPLICABLE LAWS OF THE AFFECTED JURISDICTION AND, TO THE EXTENT OF ANY
NONCOMPLIANCE, THE PROVISIONS HEREIN SHALL BE REFORMED TO ACHIEVE COMPLIANCE IN
ACCORDANCE WITH THE INTENT OF THE PARTIES HERETO.
(D)
NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED TO LIMIT IN ANY
MANNER THE DISCRETION OF THE COMPANY OR THE PERSONS VESTED WITH SUCH
RESPONSIBILITY BY THE RELEVANT PLAN DOCUMENTS, FROM AMENDING, MODIFYING OR
TERMINATING ANY EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF
ERISA.
SECTION 9.3
COMMERCIALLY REASONABLE EFFORTS.
DS LLC, BCCM, SELLERS AND
PURCHASER WILL COOPERATE AND USE THEIR RESPECTIVE COMMERCIALLY REASONABLE
EFFORTS TO TAKE, OR CAUSE TO BE TAKEN, ALL APPROPRIATE ACTIONS, AND TO MAKE, OR
CAUSE TO BE MADE, ALL FILINGS NECESSARY, PROPER OR ADVISABLE UNDER LAWS TO
CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,
INCLUDING THEIR RESPECTIVE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN, PRIOR TO
THE CLOSING DATE, ALL LICENSES, PERMITS, CONSENTS, APPROVALS, AUTHORIZATIONS,
QUALIFICATIONS AND ORDERS OF GOVERNMENTAL AUTHORITIES AND PARTIES TO CONTRACTS
WITH THE COMPANY AS ARE NECESSARY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY
THE AGREEMENT AND TO FULFILL THE CONDITIONS TO THE SALE CONTEMPLATED HEREBY.
DS
LLC SHALL BE RESPONSIBLE FOR THE PAYMENT OF ALL FEES OR OTHER COSTS INCURRED BY
DS LLC IN CONNECTION WITH OBTAINING ANY THIRD-PARTY CONSENT REQUIRED HEREUNDER,
INCLUDING ANY COSTS ASSOCIATED WITH ANY CHANGE OF CONTROL PROVISION CONTAINED IN
ANY DS LLC CONTRACT.
THE PURCHASER OR DS LLC WILL PAY OR CAUSE TO BE PAID ALL
OF THE FEES AND EXPENSES CONTEMPLATED BY THIS SECTION, INCLUDING THE FEES AND
EXPENSES OF ANY BROKER, FINDER, FINANCIAL ADVISOR, LEGAL ADVISOR OR SIMILAR
PERSON ENGAGED BY, RESPECTIVELY, THE PURCHASER OR THE SELLERS.
THE PURCHASER
SHALL BE RESPONSIBLE FOR THE FEES AND EXPENSES OF CROWE CHIZEK AND COMPANY LLP
AND CURTIS, MALLET-PREVOST, COLT & MOSLE LLP.
EACH OF THE PARTIES WILL NOTIFY
AND KEEP THE OTHER ADVISED IN REASONABLE DETAIL AS TO SUCH PARTY'S EFFORTS IN
COMPLYING WITH ITS OBLIGATIONS UNDER THIS SECTION 9.3.
SECTION 9.4
TRANSFER LAWS.
THE COMPANY WILL BE THE CERTIFYING AND
RESPONSIBLE PARTY FOR COMPLIANCE WITH THE CONNECTICUT TRANSFER ACT C.G.S.
22A-134 ET SEQ. AND THE NEW JERSEY INDUSTRIAL SITE RECOVERY ACT N.J.S.A 13:1K ET
SEQ. AND THE RESPECTIVE ASSOCIATED RULES AND REGULATIONS (TOGETHER "TRANSFER
LAWS").
THE COMPANY WILL SIGN ALL DOCUMENTS RELATED TO THE TRANSFER LAWS. THE
COMPANY WILL PAY OR CAUSE TO BE PAID ALL FEES, COSTS AND EXPENSES, INCLUDING
WITHOUT LIMITATION, ALL ENVIRONMENTAL LIABILITIES AND COSTS ASSOCIATED WITH
COMPLYING WITH THE TRANSFER LAWS.
SECTION 9.5
FURTHER ASSURANCES.
FROM TIME TO TIME, AS AND WHEN REQUESTED BY
ANY PARTY HERETO, SUCH OTHER PARTY WILL EXECUTE