TAX RULING FROM
OR ENTER INTO A CLOSING AGREEMENT WITH, ANY TAXING AUTHORITY, (II) SETTLE OR
COMPROMISE ANY CLAIM, ACTION, LITIGATION, PROCEEDING, ARBITRATION,
INVESTIGATION, AUDIT OR CONTROVERSY RELATING TO TAXES OR (III) MAKE ANY
ELECTIONS WITH RESPECT TO TAXES OR CHANGE ANY METHOD OF ACCOUNTING FOR TAX
PURPOSES (V) TAKE ANY ACTION THAT WOULD PREVENT OR MATERIALLY IMPAIR THE ABILITY
OF ARCH PARENT OR SELLER TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, OR (W) ENTER INTO ANY CONTRACT OR ARRANGEMENT TO TAKE ANY OF THE
ACTIONS PROHIBITED IN THIS SECTION 4.01.
SECTION 4.02
ACCESS AND INFORMATION.
SELLER SHALL CAUSE
AIIHC AND THE SUBSIDIARIES AND THEIR COUNSEL AND ACCOUNTANTS TO GIVE PURCHASER
AND ITS REPRESENTATIVES REASONABLE ACCESS, DURING NORMAL BUSINESS HOURS AND UPON
REASONABLE PRIOR NOTICE, AND PROVIDED SUCH ACCESS DOES NOT UNDULY INTERFERE WITH
THE OPERATION OF THE BUSINESS, THROUGHOUT THE PERIOD ENDING UPON THE EARLIER TO
OCCUR OF THE CLOSING DATE OR THE TERMINATION OF THIS AGREEMENT PURSUANT TO
ARTICLE VII HEREOF, TO THE BOOKS, LEASES, CONTRACTS, COMMITMENTS, MINUTES,
DOCUMENTS, INSTRUMENTS AND RECORDS OF AIIHC AND EACH SUBSIDIARY, AND TO THE
PREMISES AND REASONABLE NUMBER OF EMPLOYEES OF AIIHC AND THE SUBSIDIARIES, AND
SHALL CAUSE TO BE FURNISHED TO PURCHASER AND THEIR REPRESENTATIVES DURING SUCH
PERIOD SUCH INFORMATION CONCERNING THE AFFAIRS OF AIIHC AND THE SUBSIDIARIES AS
PURCHASER MAY REASONABLY REQUEST.
SECTION 4.03
EMPLOYEE BENEFITS.
(a)
Purchaser shall honor and shall cause its
Affiliates (including, after the Closing, AIIHC and the Subsidiaries) to honor
all Company Plans maintained by AIIHC or the Subsidiaries in accordance with
their terms as in effect immediately before the Closing, subject to any
amendment or termination thereof that may be permitted by such terms.
For a
period of one year following the Closing, Purchaser shall either (i) continue to
maintain such Company Plans as in effect immediately prior to the Closing
(excluding any Company Plans providing medical benefits); provided, however,
that changes may be made to such Company Plans to the extent necessary to comply
with applicable law, or so long as clause (ii) of this Section 4.03(a) is
complied with and provided further that, unless clause (ii) of this
Section 4.03(a) is complied with, for such one-year period Purchaser shall not
reduce medical benefits to a level with average per employee employer costs
below those applicable under the applicable Company Plans as of December 31,
2003, or (ii) provide employees of AIIHC and the Subsidiaries with employee
welfare, pension and savings plans which, in the aggregate, are substantially no
less favorable than those provided to similarly situated employees of Purchaser
from time to time.
Nothing in this Section 4.03 shall be deemed to require that
the employment of any employee of AIIHC or any of the Subsidiaries as of the
Closing be continued for any specific period of time after the Closing.
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(b)
To the extent service is relevant for
purposes of eligibility, participation or vesting (but not the accrual of
benefits) under any employee benefit plan, program or arrangement