WITH RESPECT
TO ANY SUCH REAL PROPERTY WHERE PHASE II ASSESSMENTS ARE REASONABLY DETERMINED
BY BUYER TO BE APPROPRIATE.
ALL OF THE COSTS FOR CONDUCTING SUCH ENVIRONMENTAL
ASSESSMENTS SHALL BE DEDUCTED FROM THE PURCHASE PRICE.
3.5.
PARTICIPATION IN BUYER EMPLOYEE BENEFIT PLANS.
EFFECTIVE AS OF
THE DAY AFTER THE CLOSING DATE (OR AS SOON THEREAFTER AS PRACTICABLE), BUYER
SHALL CAUSE EACH EMPLOYEE OF THE COMPANY, IF AND TO THE EXTENT ELIGIBLE, TO BE
PROVIDED WITH COVERAGE UNDER EACH EMPLOYEE BENEFIT PLAN, PROGRAM, POLICY OR
ARRANGEMENT OF BUYER OR ANY OF ITS AFFILIATES ON THE SAME TERMS AND CONDITIONS
AS OTHER SIMILARLY SITUATED BUYER EMPLOYEES, EXCEPT THAT CERTAIN CARRYOVER
SERVICE SHALL BE PROVIDED AS SET FORTH BELOW.
BUYER SHALL CAUSE THE INSURANCE
CARRIERS AND BENEFIT PLAN ADMINISTRATORS OR TRUSTEES OF BUYER OR ITS AFFILIATES
TO: (I) RECOGNIZE SERVICE WITH THE COMPANY (AND ANY PREDECESSOR) PRIOR TO
CLOSING ("PRIOR SERVICE") FOR PURPOSES OF ELIGIBILITY TO ENROLL IN THE WELFARE
PLANS OF BUYER AND ITS AFFILIATES (E.G. ITS LIFE, MEDICAL, DENTAL, ACCIDENT,
DISABILITY, FLEXIBLE SPENDING AND SIMILAR BENEFIT PLANS), AND (II) PROVIDE EACH
SUCH COMPANY EMPLOYEE WITH CREDIT UNDER ITS MEDICAL AND DENTAL PLANS FOR
PAYMENTS MADE UNDER THE CORRESPONDING PLAN OR EMPLOYEE BENEFIT PROGRAM IN
SATISFYING ANY DEDUCTIBLE OR OUT-OF-POCKET LIMIT REQUIREMENTS.
BUYER SHALL
RECOGNIZE PRIOR SERVICE FOR ALL COMPANY EMPLOYEES FOR PURPOSES OF ELIGIBILITY
AND VESTING UNDER THE BUYER'S 401(K) PLAN.
BUYER SHALL RECOGNIZE PRIOR SERVICE
FOR ALL COMPANY EMPLOYEES FOR PURPOSES OF DETERMINING ENTITLEMENT TO VACATION
AND SICK LEAVE AS EMPLOYEES UNDER APPLICABLE VACATION AND SICK LEAVE POLICIES OF
BUYER.
BUYER SHALL RECOGNIZE PRIOR SERVICE FOR PURPOSES OF DETERMINING
ENTITLEMENT TO AND THE AMOUNT OF ANY SEVERANCE BENEFITS WHICH MAY BE PAYABLE BY
BUYER TO ANY COMPANY EMPLOYEE.
THE PARTIES SHALL COOPERATE TO CAUSE THE COMPANY
TO TERMINATE ITS EMPLOYEE PLANS, OR TAKE OTHER MUTUALLY AGREED ACTION WITH
RESPECT THERETO, AS SOON AS REASONABLY PRACTICAL AFTER THE CLOSING.
3.6.
NON-CIRCUMVENTION BY SHAREHOLDERS.
(A)
THE SHAREHOLDERS ACKNOWLEDGE AND AGREE THAT (I) THE COMPANY
POSSESSES CONFIDENTIAL AND PROPRIETARY DOCUMENTATION AND INFORMATION ESSENTIAL
TO THE SUCCESSFUL CONDUCT AND THE BENEFIT OF THE BUSINESS, INCLUDING, WITHOUT
LIMITATION, THE INTELLECTUAL PROPERTY AND THE PROPRIETARY INFORMATION; (II) SUCH
INTELLECTUAL PROPERTY AND PROPRIETARY
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INFORMATION ARE INVALUABLE; AND (III) ANY USE, DISCLOSURE OR OTHER COMMUNICATION
BY THE SHAREHOLDERS OF SUCH INTELLECTUAL PROPERTY OR PROPRIETARY INFORMATION
(OTHER THAN AS EXPRESSLY PERMITTED BY THIS AGREEMENT) WILL RESULT IN IRREPARABLE
DAMAGE AND HARM TO THE COMPANY AND TO BUYER.
(B)
THE SHAREHOLDERS SHALL NOT NEGOTIATE OR PARTICIPATE IN ANY
TRANSACTION INVOLVING THE INTELLECTUAL PROPERTY OR PROPRIETARY INFORMATION
WITHOUT THE PRIOR WRITTEN CONSENT OF BUYER.
ANY CONTACT, NEGOTIATION,
PARTICIPATION OR TRANSACTION INVOLVING THE INTELLECTUAL PROPERTY OR PROPRIETARY
INFORMATION NOT PERMITTED BY THIS AGREEMENT (EACH, A "CIRCUMVENTION EVENT")
SHALL CONSTITUTE A DEFAULT AND A MATERIAL BREACH OF THIS AGREEMENT.
(C)
THE SHAREHOLDERS ACCEPT FULL RESPONSIBILITY AND LIABILITY FOR
THEIR RESPECTIVE AGENTS, BROKERS, PRINCIPALS AND OTHER RELATED THIRD PARTIES TO
MAINTAIN CONFIDENTIALITY RELATING TO ANY AND ALL OF THE INTELLECTUAL PROPERTY
AND