WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER RELATING TO THE
BUSINESS OR THE PURCHASED ASSETS, INCLUDING INCOME TO BE DERIVED OR EXPENSES TO
BE INCURRED IN CONNECTION THEREWITH; THE TERMS OF THE REAL PROPERTY LEASES; THE
PHYSICAL CONDITION OF ANY OF THE PURCHASED ASSETS (OR ANY PORTION THEREOF) AND
ANY LEASED REAL PROPERTY OR IMPROVEMENTS, OR ANY PROPERTY WHICH IS THE SUBJECT
OF ANY OF THE PERSONAL PROPERTY LEASES OR ANY PART OF THE FOREGOING; THE
ENVIRONMENTAL CONDITION OF ANY LEASED REAL PROPERTY OR IMPROVEMENTS; THE ZONING
OF ANY LEASED REAL PROPERTY OR IMPROVEMENT; THE TRANSFERABILITY OF ANY OF THE
PURCHASED ASSETS; THE VALUE OF THE PURCHASED ASSETS (OR ANY PORTION THEREOF);
THE TERMS, AMOUNT, VALIDITY, OR ENFORCEABILITY OF ANY OF THE ASSUMED
LIABILITIES; THE TITLE TO ANY OF THE PURCHASED ASSETS (OR ANY PORTION THEREOF);
THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE PURCHASED
ASSETS; OR ANY OTHER MATTER OR THING RELATED TO THE PURCHASED ASSETS OR THE
BUSINESS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER HEREBY
EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY OF THE PURCHASED ASSETS (OR ANY
PORTION THEREOF).
6.3.3.
BUYER WILL ACCEPT THE PURCHASED ASSETS AT THE CLOSING "AS IS,"
"WHERE IS," AND "WITH ALL FAULTS".
6.4
No Survival of Representations and Warranties. The representations
and warranties set forth in Sections 6.1 and 6.2 shall not survive beyond the
Closing Date.
7.
Additional Covenants.
7.1
Employee Matters.
7.1.1.
OFFER OF EMPLOYMENT.
BUYER AGREES TO OFFER (OR TO CAUSE ONE OF ITS
AFFILIATES TO OFFER), EFFECTIVE AS OF THE CLOSING DATE, EMPLOYMENT TO
SUBSTANTIALLY ALL EMPLOYEES WHO ARE IN THE ACTIVE EMPLOYMENT OF THE BUSINESS ON
THE CLOSING DATE, ON SUBSTANTIALLY THE SAME TERMS AND CONDITIONS, IN THE
AGGREGATE, AND AT THE SAME RATE OF PAY, AS SUCH EMPLOYEE WAS EMPLOYED ON THE DAY
PRIOR TO THE CLOSING DATE (THE "CONTINUING
9
EMPLOYEES"); PROVIDED, HOWEVER, THAT BUYER SHALL HAVE THE RIGHT TO CONDUCT
CUSTOMARY EMPLOYEE BACKGROUND CHECKS PRIOR TO OFFERING EMPLOYMENT TO ANY SUCH
EMPLOYEE.
BUYER WILL GRANT TO EACH CONTINUING EMPLOYEE SERVICE CREDIT FOR
PREVIOUS SERVICE RECOGNIZED BY SELLER FOR PURPOSES OF VACATION AND OTHER
BENEFITS (WHETHER OR NOT ACCRUED ON THE FINANCIAL STATEMENTS OF SELLER).
7.1.2.
WARN ACT.
BUYER SHALL BE RESPONSIBLE FOR AND SHALL PAY ANY AND ALL
LIABILITIES OR OBLIGATIONS UNDER THE WARN ACT, IF ANY, ARISING OUT OF OR
RESULTING FROM LAYOFFS OF EMPLOYEES OR ANY TERMINATION OF THEIR EMPLOYMENT IN
THE BUSINESS WHICH OCCURS ON OR AFTER THE CLOSING DATE.
BUYER AGREES TO
INDEMNIFY, AND HOLD SELLER AND ITS SUCCESSORS HARMLESS FROM OR AGAINST, ANY AND
ALL DAMAGES WHICH SELLER MAY INCUR IN CONNECTION WITH ANY SUIT OR CLAIM OF
VIOLATION BROUGHT AGAINST SELLER UNDER THE WARN ACT OR ANY SIMILAR STATE OR
FOREIGN LAW, WHICH RELATES TO TRANSACTIONS EFFECTED ON OR AFTER THE CLOSING
DATE, OR ANY OTHER ACTION TAKEN BY BUYER AFTER THE CLOSING DATE.
7.1.3.
EMPLOYEE BENEFITS.
EFFECTIVE