REQUIRED PURSUANT TO SECTION 8.8(E).
THE FAILURE OF SELLER TO GIVE SUCH
NOTICE WITHIN SUCH FIFTEEN (15) DAY PERIOD SHALL BE DEEMED TO BE AN
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ACKNOWLEDGMENT THAT SUCH CLAIM SET FORTH IN THE CONCLUDING CLAIM REPORT AND THE
AMOUNT CLAIMED ARE CORRECT.
SECTION 5.12
EMPLOYEE AND INDEPENDENT CONTRACTOR
MATTERS.
(A)
IMMEDIATELY FOLLOWING THE CLOSING AND WITHOUT
COST OR EXPENSE TO SELLER, PURCHASER WILL CAUSE THE COMPANY TO CREDIT EACH OF
COMPANY'S EMPLOYEES WITH SUCH HOURS OF "SICK LEAVE" AS EACH SUCH EMPLOYEE SHALL
HAVE ACCRUED AS LISTED IN SCHEDULE 2.13.
ANY AND ALL LIABILITIES OR COSTS
ASSOCIATED WITH CREDITING AND HONORING SUCH SICK LEAVE WILL BE BORNE ENTIRELY BY
THE PURCHASER AND THE COMPANY AND, AS DESCRIBED ON SCHEDULE 1.6(B)-C, SUCH COSTS
SHALL NOT BE AN ADJUSTMENT TO THE CLOSING DATE BALANCE SHEET.
(B)
FOR EACH OF COMPANY'S EMPLOYEES AND DEPENDENTS
OF SUCH EMPLOYEES PARTICIPATING IN MEDICAL, DENTAL, LIFE INSURANCE, AND
LONG-TERM DISABILITY INSURANCE PLANS ON THE CLOSING DATE, SELLER SHALL MAINTAIN
AND CONTINUE COVERAGE THROUGH AND INCLUDING JUNE 30, 2005, AT NO COST OR EXPENSE
TO PURCHASER, THE COMPANY OR SUCH EMPLOYEES OR DEPENDENTS, OF EACH SUCH EMPLOYEE
AND DEPENDENTS IN THE SAME MANNER AS PROVIDED IMMEDIATELY PRIOR TO THE CLOSING
DATE.
(C)
IF SELLER MAINTAINS A GROUP HEALTH PLAN, THEN
SELLER WILL TO THE EXTENT, AND FOR THE ENTIRE PERIOD NECESSARY, SATISFY THE
REQUIREMENTS OF CODE SECTION 4980 AND THE GROUP HEALTH PLAN REQUIREMENTS OF
CHAPTER 100 OF THE CODE (COLLECTIVELY, "COBRA").
(D)
WITHIN THIRTY (30) DAYS FOLLOWING THE CLOSING,
SELLER WILL ASSUME FROM THE COMPANY ALL THE LIABILITIES AND OBLIGATIONS OF THE
COMPANY UNDER THAT CERTAIN EXCLUSIVE RETAINER AGREEMENT, DATED JANUARY 1, 2004,
BETWEEN MR. DIGREGORIO AND THE COMPANY (THE "DIGREGORIO RETAINER AGREEMENT").
PURCHASER WILL CAUSE THE COMPANY TO REASONABLY COOPERATE WITH SELLER IN
EFFECTING THIS ASSUMPTION.
NEITHER PURCHASER NOR THE COMPANY WILL HAVE ANY
LIABILITY OR OBLIGATION FOLLOWING THE CLOSING UNDER THE DIGREGORIO RETAINER
AGREEMENT.
ARTICLE VI
CONDITIONS TO CLOSING
SECTION 6.1
CONDITIONS TO EACH PARTY'S
OBLIGATION UNDER THIS AGREEMENT.
THE RESPECTIVE OBLIGATIONS OF (I) PURCHASER TO
PURCHASE AND PAY FOR THE SHARES AND (II) SELLER TO SELL THE SHARES, AT THE
CLOSING ARE SUBJECT TO THE SATISFACTION OR WAIVER OF THE FOLLOWING CONDITIONS ON
OR PRIOR TO THE CLOSING DATE:
(A)
THE RECEIPT OF ANY REQUIRED APPROVALS REQUIRED
BY A GOVERNMENTAL BODY UNDER APPLICABLE LAW FOR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE EXPIRATION OR TERMINATION OF
ANY APPLICABLE WAITING PERIOD WITH RESPECT THERETO;
(B)
ALL CONSENTS, APPROVALS AND WAIVERS FROM THIRD
PARTIES REQUIRED TO BE OBTAINED TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT SHALL HAVE BEEN OBTAINED; AND
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(C)
THE CLOSING WILL NOT VIOLATE ANY INJUNCTION,
ORDER OR DECREE OF ANY COURT OR GOVERNMENTAL BODY HAVING COMPETENT JURISDICTION.
SECTION 6.2
CONDITIONS TO THE OBLIGATIONS OF
PURCHASER UNDER THIS AGREEMENT.
THE OBLIGATIONS OF PURCHASER TO PURCHASE AND
PAY FOR THE SHARES AT THE CLOSING ARE SUBJECT TO THE SATISFACTION OR WAIVER OF
THE FOLLOWING CONDITIONS ON