PURSUANT TO
SECTION 7.1(A), (B), (E) OR (F), ALL FURTHER OBLIGATIONS OF THE PARTIES SHALL
TERMINATE WITHOUT FURTHER LIABILITY OF EITHER PARTY (EXCEPT FOR OBLIGATIONS
UNDER THIS SECTION 7.2, SECTIONS 5.5, 5.6 AND 5.7 AND ARTICLES I, IX AND X);
PROVIDED THAT TERMINATION SHALL NOT RELIEVE ANY PARTY OF LIABILITY FOR ANY
BREACH OF THIS AGREEMENT OCCURRING BEFORE SUCH TERMINATION.
(C)
SUBJECT TO SECTION 7.2(A), UPON TERMINATION OF THIS AGREEMENT FOR
BREACH PURSUANT TO SECTION 7.1(C) OR (D):
(I) THE BREACHING PARTY SHALL BE
LIABLE TO THE NON-BREACHING PARTY FOR ANY BREACH OF ANY REPRESENTATION,
WARRANTY, COVENANT OR AGREEMENT OF SUCH BREACHING PARTY EXISTING AT THE TIME OF
TERMINATION AND (II) THE NON-BREACHING PARTY MAY SEEK SUCH REMEDIES, INCLUDING
DAMAGES AGAINST THE BREACHING PARTY, WITH RESPECT TO ANY SUCH BREACH AS ARE
PROVIDED IN THIS AGREEMENT OR AS ARE OTHERWISE AVAILABLE AT LAW OR IN EQUITY.
THE AGREEMENTS CONTAINED IN SECTIONS 3.17, 4.5, 5.5, 5.6, 5.7, 10.5 AND 10.6 AND
ARTICLES I, IX AND X SHALL SURVIVE THE TERMINATION HEREOF.
(D)
IN THE EVENT THAT A CONDITION PRECEDENT TO A PARTY'S OBLIGATION IS
NOT MET, NOTHING CONTAINED HEREIN SHALL BE DEEMED TO REQUIRE ANY PARTY TO
TERMINATE THIS AGREEMENT, RATHER THAN TO WAIVE SUCH CONDITION PRECEDENT AND
PROCEED WITH THE ACQUISITION.
ARTICLE VIII
POST-CLOSING COVENANTS
8.1
CERTAIN TRANSITIONAL MATTERS.
FROM AND AFTER THE CLOSING DATE:
(A)
PURCHASER SHALL HAVE THE RIGHT AND AUTHORITY TO COLLECT FOR
PURCHASER'S OWN ACCOUNT ALL ACCOUNTS OR NOTES RECEIVABLE WHICH ARE INCLUDED IN
THE PURCHASED ASSETS;
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(B)
PURCHASER SHALL HAVE THE RIGHT AND AUTHORITY TO RETAIN AND ENDORSE
WITHOUT RECOURSE THE NAME OF SELLER ON ANY CHECK OR ANY OTHER EVIDENCE OF
INDEBTEDNESS RECEIVED BY PURCHASER ON ACCOUNT OF ANY ACCOUNTS RECEIVABLE WHICH
ARE INCLUDED IN THE PURCHASED ASSETS;
(C)
SELLER SHALL PROMPTLY TRANSFER AND DELIVER TO PURCHASER ANY CASH
OR OTHER PROPERTY, IF ANY, THAT SELLER MAY RECEIVE WHICH CONSTITUTES PURCHASED
ASSETS; AND
(D)
PURCHASER SHALL PROMPTLY TRANSFER AND DELIVER TO SELLER ANY CASH
OR OTHER PROPERTY, IF ANY, THAT PURCHASER MAY RECEIVE WHICH CONSTITUTES EXCLUDED
ASSETS.
8.2
TRANSFER AND RETENTION OF TRANSFERRED EMPLOYEES; EMPLOYEE
BENEFITS.
ON THE CLOSING DATE, SELLER SHALL TERMINATE ALL PERSONS WHO ARE
EMPLOYED BY SELLER AS OF SUCH DATE, EXCLUDING ONLY THOSE PERSONS WHO ARE ON
SHORT- OR LONG-TERM DISABILITY LEAVE AS OF SUCH DATE (THE "TERMINATED
EMPLOYEES").
PURCHASER SHALL OFFER EMPLOYMENT, FROM AND AFTER THE CLOSING DATE,
ON AN AT-WILL BASIS (BUT SHALL NOT BE RESTRICTED FROM ENTERING INTO EMPLOYMENT
AGREEMENTS WITH ANY TERMINATED EMPLOYEE) TO ALL TERMINATED EMPLOYEES. IN
ADDITION, IF ANY PERSON WHO WAS ON SHORT- OR LONG-TERM DISABILITY LEAVE FROM
SELLER RETURNS TO WORK FOR SELLER ON A DATE THAT IS WITHIN SIX MONTHS OF THE
CLOSING DATE, AND PROVIDES THE PROPER MEDICAL AUTHORIZATION TO RESUME WORK,
PURCHASER SHALL OFFER EMPLOYMENT TO SUCH PERSON AS OF THE DATE OF SUCH PERSON'S
RETURN TO WORK; PROVIDED THAT PURCHASER SHALL NOT BE OBLIGATED TO OFFER
EMPLOYMENT TO MORE THAN 20 SUCH EMPLOYEES, TAKING INTO ACCOUNT