GIVE NOTICE TO THE OTHER PARTY OF THE TAX PAYABLE AND
THE PORTION WHICH IS THE LIABILITY OF EACH PARTY, ALTHOUGH FAILURE TO DO SO WILL
NOT RELIEVE THE OTHER PARTY FROM ITS LIABILITY HEREUNDER.
(C)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ANY SALES TAX,
USE TAX, REAL PROPERTY TRANSFER OR GAINS TAX, DOCUMENTARY STAMP TAX, OR SIMILAR
TAX ATTRIBUTABLE TO THE SALE OR TRANSFER OF THE PURCHASED ASSETS WILL BE PAID BY
SELLER.
BUYER AGREES TO TIMELY SIGN AND DELIVER SUCH CERTIFICATES OR FORMS AS
MAY BE NECESSARY OR APPROPRIATE TO ESTABLISH AN EXEMPTION FROM (OR OTHERWISE
REDUCE), OR MAKE A REPORT WITH RESPECT TO, SUCH TAXES.
(D)
ANY PAYMENTS MADE PURSUANT TO THIS SECTION 8.7 OR ARTICLE 11 WILL
BE TREATED BY BUYER AND SELLER AS AN ADJUSTMENT TO THE PURCHASE PRICE.
(E)
SELLER WILL PROMPTLY AFTER THE CLOSING PREPARE AND FILE ALL TAX
RETURNS AND OTHER REPORTS REQUIRED BY LAW, RELATING TO THE OPERATION OF THE
BUSINESS THROUGH AND INCLUDING THE CLOSING DATE.
8.8
Employees and Employee Benefit Plans.
(A)
INFORMATION ON ACTIVE EMPLOYEES.
FOR THE PURPOSE OF THIS
AGREEMENT, THE TERM "ACTIVE EMPLOYEES" WILL MEAN ALL EMPLOYEES ACTIVELY EMPLOYED
IN GOOD STANDING ON THE CLOSING DATE BY SELLER PRIMARILY FOR THE OPERATION OF
THE BUSINESS AND LISTED AS "EMPLOYEES" ON SCHEDULE 6.16(A).
(B)
EMPLOYMENT OF ACTIVE EMPLOYEES BY BUYER.
(I)
BUYER SHALL MAKE QUALIFYING OFFERS TO ALL ACTIVE EMPLOYEES.
BUYER WILL PROVIDE SELLER WITH A LIST OF ACTIVE EMPLOYEES TO WHOM BUYER HAS MADE
AN OFFER OF EMPLOYMENT THAT HAS BEEN ACCEPTED TO BE EFFECTIVE AS OF THE CLOSING
DATE (THE "HIRED ACTIVE EMPLOYEES").
SELLER WILL PROVIDE BUYER WITH REASONABLE
ACCESS TO THE SELLER'S FACILITIES AND PERSONNEL RECORDS (INCLUDING PERFORMANCE
APPRAISALS, DISCIPLINARY ACTIONS, GRIEVANCES, AND MEDICAL RECORDS) FOR THE
PURPOSE OF PREPARING QUALIFYING OFFERS TO THE ACTIVE EMPLOYEES; PROVIDED,
HOWEVER, THAT SELLER SHALL PROVIDE SUCH ACCESS ONLY TO THOSE HUMAN RESOURCE
DESIGNEES OF THE BUYER WHO BUYER AGREES WILL ONLY REVEAL SUCH PERSONNEL
INFORMATION TO INDIVIDUALS WITH BUYER HAVING ACTUAL HIRING AUTHORITY OR WHO
PARTICIPATE DIRECTLY IN ACTUAL HIRING DECISIONS.
EFFECTIVE IMMEDIATELY BEFORE
THE CLOSING, SELLER WILL TERMINATE THE EMPLOYMENT OF ALL OF ITS ACTIVE
EMPLOYEES.
SELLER, WITH RESPECT TO THE ACTIVE EMPLOYEES, SHALL TIMELY GIVE ALL
NOTICES REQUIRED TO BE GIVEN UNDER THE WARN ACT OR SIMILAR STATUTES OR
REGULATION OF ANY JURISDICTION RELATING TO ANY PLANT CLOSING OR MASS LAY-OFF OR
AS OTHERWISE REQUIRED BY LAW.
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED
HEREIN, SELLER AGREES TO FULLY INDEMNIFY BUYER FOR ANY AND ALL LIABILITY
INCURRED BY BUYER UNDER THE WARN ACT WITH RESPECT TO ACTIVE EMPLOYEES AS A
RESULT OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT.
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(II)
FOR A PERIOD OF NINETY (90) DAYS FOLLOWING THE CLOSING DATE,
BUYER MAY NOT TERMINATE THE EMPLOYMENT OF ANY HIRED ACTIVE EMPLOYEE, EXCEPT IN
THE CASE OF ANY SUCH TERMINATION FOR CAUSE.
FOLLOWING SUCH NINETY (90) DAY
PERIOD, EACH HIRED ACTIVE EMPLOYEE SHALL BE EMPLOYED AT WILL BY BUYER AS
EMPLOYEES OF BUYER (SUBJECT TO ANY