Period, as applicable, by a period equal to the length of court proceedings
necessary to stop such violation).
Any injunction shall be available without
the posting of any bond or other security.
In the event of an alleged breach or
violation by any Party or any of their respective Representatives of any of
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the provisions of this Section 8.9, the Noncompete Period or the Nonsolicitation
Period, as applicable will be tolled until such alleged breach or violation is
resolved.
The Parties agree that the restrictions contained in this Section 8.9
are reasonable in all respects.
8.10
Access to Books and Records.
After the Closing,
Isis will permit AMI and its representatives, and AMI will permit Isis and its
representatives, to have reasonable access upon prior notice and at reasonable
times, and in a manner so as not to interfere with the normal business
operations of the other Party, to all books, records (including Tax records),
contracts and documents of or pertaining to Ibis.
8.11
Employee and Related Matters.
(A)
IBIS EMPLOYEES. ALL EMPLOYEES OF IBIS EMPLOYED AS OF THE CLOSING
DATE (THE "IBIS EMPLOYEES") SHALL, AS OF THE CLOSING, RECEIVE COMPENSATION AND
BENEFITS FROM ABBOTT THAT ARE SUBSTANTIALLY COMPARABLE, IN THE AGGREGATE, TO THE
COMPENSATION AND BENEFITS RECEIVED BY OTHER SIMILARLY-SITUATED EMPLOYEES OF
ABBOTT BASED ON ABBOTT'S EVALUATION OF THE NATURE AND SCOPE OF SUCH EMPLOYEE'S
DUTIES, PRINCIPAL LOCATION WHERE THOSE DUTIES ARE PERFORMED, GRADE LEVEL AND
PERFORMANCE.
TO FACILITATE ABBOTT'S OBLIGATIONS TO PROVIDE SUCH COMPENSATION
AND BENEFITS UNDER THIS SECTION 8.11, ISIS SHALL PROVIDE AMI PROMPTLY, UPON
AMI'S REQUEST, BUT IN ANY EVENT, NO LESS THAN [***] PRIOR TO THE CLOSING DATE
(AND AGAIN ON THE CLOSING DATE) A TRUE, COMPLETE AND ACCURATE LIST OF EACH IBIS
EMPLOYEE, INCLUDING THE DATE OF EMPLOYMENT AND TITLE OR JOB POSITION OF EACH
IBIS EMPLOYEE, INFORMATION REGARDING PAY AND BENEFITS, INCLUDING, BUT NOT
LIMITED TO, THE TOTAL ANNUAL SALARY, WAGES, BONUS OR OTHER COMPENSATION OF EACH
IBIS EMPLOYEE, AND, WITH RESPECT TO ANY IBIS EMPLOYEES WHO ARE INACTIVE IBIS
EMPLOYEES (AS DEFINED IN SECTION 8.11(F)), THE DATE SUCH INACTIVE EMPLOYEE
CHANGED FROM ACTIVE TO INACTIVE STATUS, THE REASON FOR SUCH INACTIVE STATUS AND,
IF APPLICABLE, THE ANTICIPATED DATE OF RETURN TO ACTIVE EMPLOYMENT.
IBIS
EMPLOYEES SHALL BE EMPLOYEES AT WILL, SUBJECT TO ABBOTT'S EMPLOYMENT POLICIES
AND NOTHING HEREIN SHALL BE CONSTRUED TO LIMIT ABBOTT'S ABILITY TO (A) TERMINATE
OR ALTER THE EMPLOYMENT TERMS OF ANY IBIS EMPLOYEE FOR ANY REASON, INCLUDING
WITHOUT CAUSE, OR (B) MODIFY, AMEND OR TERMINATE ANY EMPLOYEE BENEFIT PLAN,
POLICY OR ARRANGEMENT.
(B)
WARN.
ISIS COVENANTS AND AGREES TO CAUSE IBIS TO COMPLY, IF
APPLICABLE, WITH ALL REQUIREMENTS SPECIFIED UNDER THE WORKER ADJUSTMENT AND
RETRAINING NOTIFICATION ACT OF 1988 (THE "WARN ACT") OR ANY SIMILAR OR SUCCESSOR
FEDERAL, STATE OR LOCAL LAW, INCLUDING THE PROVISION OF APPROPRIATE NOTICE TO
AFFECTED EMPLOYEES WITH RESPECT TO ANY "EMPLOYMENT LOSS" (AS DEFINED IN THE WARN
ACT) THAT OCCURS ON OR PRIOR TO THE CLOSING DATE.
EXCEPT AS SET FORTH