AFFILIATE THEREOF AND WHICH AFFECTS THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY AND ANY PROCEEDING WHICH IS COMMENCED OR
THREATENED AGAINST THE COMPANY OR ANY SUBSIDIARY AND WHICH WOULD HAVE BEEN
LISTED ON COMPANY SCHEDULE 4.11 IF SUCH PROCEEDING HAD ARISEN PRIOR TO THE DATE
HEREOF.
7.4
NOTIFICATION OF CERTAIN MATTERS. BETWEEN THE DATE OF THIS
AGREEMENT AND THE CLOSING DATE, PFC WILL PROMPTLY NOTIFY BUYER IN WRITING IF
PFC, THE COMPANY OR ANY SUBSIDIARY BECOMES AWARE OF ANY FACT OR CONDITION THAT
CAUSES OR CONSTITUTES A BREACH OF ANY OF PFC'S OR THE COMPANY'S REPRESENTATIONS
AND WARRANTIES, OR IF PFC, THE COMPANY OR ANY SUBSIDIARY BECOMES AWARE OF THE
OCCURRENCE AFTER THE DATE OF THIS AGREEMENT OF ANY FACT OR CONDITION THAT WOULD
(EXCEPT AS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT) CAUSE OR CONSTITUTE A
BREACH OF ANY SUCH REPRESENTATION OR WARRANTY. SHOULD ANY SUCH FACT OR CONDITION
REQUIRE ANY CHANGE IN THE SCHEDULES TO THIS AGREEMENT IN ORDER FOR SUCH
REPRESENTATION AND WARRANTY TO BE TRUE WHEN MADE OR AS OF THE CLOSING DATE, PFC
WILL PROMPTLY DELIVER TO BUYER A NEW OR REVISED COMPANY SCHEDULE SPECIFYING SUCH
CHANGE. PFC WILL GIVE PROMPT WRITTEN NOTICE TO BUYER OF THE FAILURE OF PFC OR
THE COMPANY TO COMPLY WITH OR SATISFY IN ANY MATERIAL RESPECT ANY COVENANT TO BE
COMPLIED WITH OR SATISFIED BY SUCH PERSON HEREUNDER. PFC SHALL, AND PFC SHALL
CAUSE THE COMPANY TO, AND PFC AND THE COMPANY SHALL CAUSE EACH SUBSIDIARY TO,
USE ITS COMMERCIALLY REASONABLE EFFORTS TO CURE, BEFORE CLOSING, ANY SUCH BREACH
OR FAILURE DESCRIBED IN A NOTICE GIVEN
37
UNDER THIS SECTION 7.4. NO SUCH NOTIFICATION SHALL AFFECT THE REPRESENTATIONS OR
WARRANTIES OF PFC OR THE COMPANY, OR THE CONDITIONS TO BUYER'S OBLIGATIONS
HEREUNDER, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT IN SECTION 9.2(D)
AND SECTION 10.2(B).
7.5
RESIGNATION OF OFFICERS AND DIRECTORS. EACH OF PFC, THE COMPANY
AND THE SUBSIDIARIES SHALL, AND PFC SHALL CAUSE THE COMPANY TO, AND PFC AND THE
COMPANY SHALL CAUSE EACH SUBSIDIARY TO, CAUSE THE DIRECTORS AND OFFICERS OF THE
COMPANY AND THE SUBSIDIARIES, AS APPLICABLE, SET FORTH ON COMPANY SCHEDULE 7.5
TO DELIVER THEIR WRITTEN RESIGNATIONS TO BUYER, WHICH RESIGNATIONS SHALL BE
EFFECTIVE AT THE CLOSING AND SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO
BUYER.
7.6
CONTINUED EMPLOYMENT; POST-CLOSING COMPENSATION AND BENEFITS.
(A)
COMPANY SCHEDULE 7.6(A) LISTS, AS OF THE DATE HEREOF, ALL OF THE
INDIVIDUALS EMPLOYED BY THE COMPANY AND THE SUBSIDIARIES AND THEIR RESPECTIVE
JOB TITLES, DATES OF HIRE, CURRENT COMPENSATION, SCHEDULED OR AGREED-UPON PAY
ADJUSTMENTS OR BONUSES, SERVICE CREDITED FOR PURPOSES OF ANY PFC BENEFIT PROGRAM
OR AGREEMENT, AND WHETHER ACTIVE OR INACTIVE (THE "AFFECTED EMPLOYEES") AND
EMPLOYEES OF PFC OR A RELATED AFFILIATE THAT ARE PRIMARILY INVOLVED IN THE
BUSINESS OR OPERATIONS OF THE COMPANY AND THE SUBSIDIARIES, ALONG WITH SUCH
EMPLOYEE'S JOB TITLE (THE "PFC AND SERVICE EMPLOYEES"). PFC SHALL INFORM BUYER
OF ANY CHANGES TO SUCH LIST OCCURRING PRIOR TO THE CLOSING DATE.
(B)
EFFECTIVE AT THE CLOSING