COMPANIES AND THE COMPANY SUBSIDIARIES, TAKEN AS A WHOLE, HAVE NO
OVERDRAFT LIABILITY OR OTHER NEGATIVE CASH BALANCE AS OF THE CLOSING DATE.
SECTION 5.15.
CERTAIN CONSENTS.
THE SELLER SHALL USE COMMERCIALLY REASONABLE
BEST EFFORTS TO OBTAIN WRITTEN CONSENTS TO THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT UNDER THE AGREEMENTS SET FORTH IN SECTION 5.15 OF THE DISCLOSURE
SCHEDULE (THE "LEASE AGREEMENTS").
IN CONNECTION THEREWITH, THE PURCHASERS AND
THEIR AFFILIATES SHALL FULLY COOPERATE WITH THE SELLER, INCLUDING BY PROVIDING
INFORMATION REASONABLY REQUESTED BY THE THIRD PARTIES TO THE LEASE AGREEMENTS.
IN THE EVENT THE SELLER IS UNABLE TO OBTAIN ANY SUCH CONSENT, THE SELLER SHALL
HAVE THE OPTION TO ARRANGE (WITH THE APPLICABLE LANDLORD OR AS PERMITTED UNDER
THE APPLICABLE LEASE
61
AGREEMENT) FOR THE COMPANIES AND THE COMPANY SUBSIDIARIES, AS APPLICABLE, TO
REMAIN IN OCCUPANCY (ON SUBSTANTIALLY THE SAME TERMS PROVIDED IN THE APPLICABLE
LEASE AGREEMENT) AT SUCH PREMISES (AT NO ADDITIONAL COST TO THE COMPANIES AND
THE COMPANY SUBSIDIARIES OTHER THAN AS EXPLICITLY CONTEMPLATED BY THE APPLICABLE
LEASE AGREEMENT (E.G., REGULAR RENT INCREASES)), AS SUBTENANT OR OTHERWISE.
ARTICLE VI
EMPLOYEE MATTERS
SECTION 6.01.
CONTINUATION OF BENEFITS.
(A)
THE PURCHASERS AGREE THAT, FOR
THE SIX-MONTH PERIOD BEGINNING ON THE FIRST DAY FOLLOWING THE CLOSING DATE (THE
"BENEFITS CONTINUATION PERIOD"), THE PURCHASERS SHALL (OR SHALL CAUSE THE
COMPANIES, THE COMPANY SUBSIDIARIES OR AFFILIATES OF THE PURCHASERS TO) PROVIDE
THE BUSINESS EMPLOYEES WHO ARE EMPLOYED AS OF THE CLOSING DATE (THE "AFFECTED
EMPLOYEES") WITH (I) THE SAME LEVEL OF BASE WAGES OR BASE SALARY AND
(II) INCENTIVE COMPENSATION, RETIREMENT AND WELFARE PLAN BENEFITS (INCLUDING
MEDICAL AND LIFE INSURANCE BENEFITS BUT EXCLUDING ANY EQUITY-BASED PLAN) THAT
ARE COMPARABLE, IN THE AGGREGATE, TO SIMILARLY SITUATED EMPLOYEES OF THE
PURCHASERS.
NOTWITHSTANDING THE ABOVE, DURING THE BENEFITS CONTINUATION PERIOD,
THE PURCHASERS SHALL PROVIDE THE AFFECTED EMPLOYEES WITH SEVERANCE BENEFITS
WHICH ARE NOT LESS FAVORABLE THAN THE CURRENT SEVERANCE PLAN BENEFITS PROVIDED
UNDER THE EMPLOYEE PLANS AS DESCRIBED IN SECTION 6.01(A) OF THE DISCLOSURE
SCHEDULE.
THE SELLER SHALL RETAIN RESPONSIBILITY FOR AND SHALL INDEMNIFY AND
HOLD HARMLESS THE PURCHASERS, THE COMPANIES, THE COMPANY SUBSIDIARIES AND
AFFILIATES OF THE PURCHASERS FOR ANY SEVERANCE BENEFITS THAT BECOME DUE AS A
RESULT OF A CLAIM BY AN EMPLOYEE OF THE SELLER OR ITS AFFILIATES OF TERMINATION
OR DEEMED TERMINATION (OR CONSTRUCTIVE TERMINATION) OF EMPLOYMENT FROM THE
SELLER AND ITS AFFILIATES AS A RESULT OF THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR ANY TRANSFER OF EMPLOYMENT AMONG THE SELLER
AND ITS AFFILIATES IN CONTEMPLATION OF SUCH TRANSACTIONS.
NOTHING IN THIS
SECTION 6.01 SHALL BE CONSTRUED IN ANY WAY TO INCREASE OR EXTEND THE OBLIGATIONS
OF THE PURCHASERS, THE COMPANIES OR THE COMPANY SUBSIDIARIES UNDER THE TERMS OF
SUCH EMPLOYEE PLANS OR TO RESTRICT EXISTING RIGHTS OF THE COMPANIES OR THE
COMPANY SUBSIDIARIES TO TERMINATE OR MODIFY SUCH EMPLOYEE PLANS.
ON AND AFTER
THE FIRST DAY FOLLOWING THE CLOSING DATE, THE PURCHASERS SHALL BE RESPONSIBLE
FOR PROVIDING CONTINUATION COVERAGE AS REQUIRED BY SECTION 4980B OF THE CODE,
PART