TO CONTINUATION
HEALTH COVERAGE AS DESCRIBED IN SECTION 4980B OF THE CODE ("COBRA COVERAGE"),
REGARDLESS OF WHETHER THE EMPLOYEE BECOMES A TRANSFERRED EMPLOYEE, AND SELLER
SHALL CONTINUE TO PROVIDE COBRA COVERAGE FOR THE MAXIMUM PERIOD REQUIRED BY LAW
TO ANY FORMER EMPLOYEE (OR BENEFICIARY) WHO IS ELIGIBLE FOR COBRA COVERAGE AS OF
THE CLOSING DATE. SELLER SHALL PROMPTLY NOTIFY BUYER IF IT CEASES TO PROVIDE ANY
GROUP COVERAGE TO ANY OF ITS EMPLOYEES.
9.05
NO THIRD PARTY BENEFICIARIES. NO PROVISION OF THIS ARTICLE IX OR ANY
OTHER PROVISION IN THIS AGREEMENT SHALL CREATE ANY THIRD PARTY BENEFICIARY OR
OTHER RIGHTS IN ANY
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EMPLOYEE OR FORMER EMPLOYEE (INCLUDING ANY BENEFICIARY OR DEPENDENT THEREOF) OF
SELLER OR OF ANY OF ITS SUBSIDIARIES IN RESPECT OF CONTINUED EMPLOYMENT (OR
RESUMED EMPLOYMENT) WITH EITHER BUYER OR THE BUSINESS OR ANY OF THEIR AFFILIATES
AND NO PROVISION OF THIS ARTICLE IX SHALL CREATE ANY SUCH RIGHTS IN ANY SUCH
PERSONS IN RESPECT OF ANY BENEFITS THAT MAY BE PROVIDED, DIRECTLY OR INDIRECTLY,
UNDER ANY EMPLOYEE PLAN OR BENEFIT ARRANGEMENT OR ANY PLAN OR ARRANGEMENT THAT
MAY BE ESTABLISHED BY BUYER OR ANY OF ITS AFFILIATES. NO PROVISION OF THIS
AGREEMENT SHALL CONSTITUTE A LIMITATION ON RIGHTS TO AMEND, MODIFY OR TERMINATE
AFTER THE CLOSING DATE ANY SUCH PLANS OR ARRANGEMENTS OF BUYER OR ANY OF ITS
AFFILIATES.
ARTICLE X
CONDITIONS TO CLOSING
10.01
CONDITIONS TO THE OBLIGATIONS OF EACH PARTY. THE OBLIGATIONS OF BUYER
AND SELLER TO CONSUMMATE THE CLOSING ARE SUBJECT TO THE SATISFACTION OF THE
FOLLOWING CONDITIONS:
(A)
NO PROVISION OF ANY APPLICABLE LAW OR REGULATION AND NO JUDGMENT,
INJUNCTION, ORDER OR DECREE SHALL PROHIBIT THE CONSUMMATION OF THE CLOSING.
(B)
EACH OTHER PARTY TO THIS AGREEMENT SHALL HAVE EXECUTED AND
DELIVERED EACH OF THE ANCILLARY AGREEMENTS TO BE ENTERED INTO BY IT, IN EACH
CASE SUBSTANTIALLY IN THE FORM ATTACHED AS AN EXHIBIT TO THIS AGREEMENT, AND ANY
OTHER DOCUMENTS OR ITEMS REQUIRED TO BE DELIVERED BY IT PURSUANT TO
SECTION 2.06.
10.02
CONDITIONS TO OBLIGATION OF BUYER. THE OBLIGATION OF BUYER TO
CONSUMMATE THE CLOSING IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING FURTHER
CONDITIONS:
(A)
(I) SELLER SHALL HAVE PERFORMED IN ALL MATERIAL RESPECTS ALL OF
ITS OBLIGATIONS HEREUNDER REQUIRED TO BE PERFORMED BY IT ON OR PRIOR TO THE
CLOSING DATE, (II) THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN
THIS AGREEMENT AT THE TIME OF ITS EXECUTION AND DELIVERY AND IN ANY CERTIFICATE
OR OTHER WRITING DELIVERED BY SELLER PURSUANT HERETO SHALL BE TRUE AND CORRECT
AT AND AS OF THE CLOSING DATE, AS IF MADE AT AND AS OF SUCH DATE EXCEPT FOR SUCH
UNTRUTHS OR INACCURACIES THAT, INDIVIDUALLY OR IN THE AGGREGATE, ARE NOT
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT ON THE BUSINESS AND
(III) BUYER SHALL HAVE RECEIVED A CERTIFICATE SIGNED BY THE OF SELLER TO THE
FOREGOING EFFECT.
(B)
THERE HAS NOT BEEN ANY MATERIAL ADVERSE CHANGE OR ANY EVENT,
OCCURRENCE, DEVELOPMENT OR STATE OF CIRCUMSTANCES OR FACTS WHICH COULD