AS OF THE CLOSING DATE, BUYER SHALL
OFFER GROUP MEDICAL INSURANCE COVERAGE FOR THE CONTINUING EMPLOYEES AND THEIR
DEPENDENTS AND BENEFICIARIES, WITHOUT PREEXISTING CONDITION EXCLUSIONS, WAITING
TIMES TO COMMENCE COVERAGE, OR OTHER LAPSES IN COVERAGE.
IN ADDITION,
COMMENCING ON THE CLOSING DATE, BUYER SHALL PROVIDE THE CONTINUING EMPLOYEES AND
THEIR DEPENDENTS AND BENEFICIARIES COVERAGE UNDER ANY OTHER PENSION, RETIREMENT,
WELFARE AND FRINGE BENEFIT PLANS, PROGRAMS, POLICIES OR ARRANGEMENTS ESTABLISHED
BY BUYER FOR SUCH PERSONS, WHO FOR ALL PURPOSES OF THIS SENTENCE WILL BE
CREDITED, TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WITH ALL SERVICE
RECOGNIZED BY SELLER OR ITS AFFILIATES.
7.1.4.
FORMS W-2.
SELLER AND BUYER AGREE THAT (I) SELLER WILL ISSUE A
FORM W-2 TO EACH INDIVIDUAL WHO IS EMPLOYED IN THE BUSINESS AS OF, OR PRIOR TO,
THE CLOSING DATE IN RESPECT OF ALL PAYMENTS MADE BY SELLER TO EACH SUCH
INDIVIDUAL ON OR PRIOR TO THE CLOSING DATE, AND (II) BUYER WILL ISSUE A FORM W-2
TO EACH CONTINUING EMPLOYEE IN RESPECT OF ALL PAYMENTS MADE BY BUYER OR ANY
AFFILIATE OF BUYER TO EACH SUCH INDIVIDUAL AFTER THE CLOSING DATE.
7.1.5.
PAYMENT OF PRE-CLOSING WAGES AND BENEFITS.
TO THE EXTENT THAT ANY
WAGES AND BENEFITS OWED TO CONTINUING EMPLOYEES AS OF THE CLOSING DATE REMAIN
UNPAID ON THE CLOSING DATE, SELLER SHALL RETAIN ALL OBLIGATIONS WITH RESPECT
THERETO.
SELLER SHALL REMAIN LIABLE FOR, AND BUYER SHALL NOT ASSUME ANY
LIABILITY OF SELLER UNDER, THE KEY EMPLOYEE RETENTION PLAN BETWEEN SELLER AND
CERTAIN PERSONS, INCLUDING CERTAIN CONTINUING EMPLOYEES.
7.2
Retention of and Access to Books and Records.
7.2.1.
BUYER AGREES TO RETAIN THE BOOKS AND RECORDS FOR A PERIOD OF SEVEN
(7) YEARS AFTER THE CLOSING DATE.
BUYER SHALL PERMIT SELLER (OR ITS SUCCESSORS)
AND ITS REPRESENTATIVES TO INSPECT AND COPY, AT SELLER'S (OR SUCH SUCCESSOR'S)
SOLE EXPENSE, ANY OF THE BOOKS AND RECORDS AT ANY TIME DURING NORMAL BUSINESS
HOURS, UPON REASONABLE ADVANCE NOTICE.
7.2.2.
AFTER THE SEVEN-YEAR PERIOD REFERRED TO IN SECTION 7.2.1, BUYER
SHALL PROVIDE NOT LESS THAN THIRTY (30) NOR MORE THAN SIXTY (60) DAYS NOTICE TO
SELLER (OR ITS SUCCESSORS, IF PREVIOUSLY IDENTIFIED BY NOTICE TO BUYER) PRIOR TO
ANY PROPOSED DESTRUCTION OR DISPOSITION OF ANY OF THE BOOKS AND RECORDS. ANY
SUCH NOTICE SHALL IDENTIFY WITH REASONABLE SPECIFICITY THE BOOKS AND RECORDS TO
BE DESTROYED OR DISPOSED OF AND THE DATE ON WHICH SUCH DESTRUCTION OR
DISPOSITION WILL OCCUR. IF THE RECIPIENT OF ANY SUCH NOTICE WISHES TO OBTAIN ANY
OF THE BOOKS OR RECORDS TO BE DESTROYED OR DISPOSED OF, IT MAY DO SO BY GIVING
NOTICE TO BUYER AT ANY TIME PRIOR TO THE SCHEDULED DATE FOR DESTRUCTION OR
DISPOSITION.
ALL OUT-OF-POCKET COSTS OF DELIVERING ANY SUCH BOOKS AND RECORDS
TO A REQUESTING PARTY SHALL BE PAID BY SUCH PARTY.
7.3
No Transition Services. Except as may be otherwise agreed in
writing by Seller and Buyer, as of the Closing Date, all data processing,
accounting, insurance, banking, legal, communications, and other services and
products provided by Seller or its