TO DISCHARGE ANY EMPLOYEE OR TO DEAL WITH HIM WITHOUT REGARD TO THE
EFFECT THEREOF UNDER THE PLAN.
17.8
MERGER OR CONSOLIDATION; ASSUMPTION OF PLAN.
NO EMPLOYER SHALL
CONSOLIDATE OR MERGE INTO OR WITH ANOTHER CORPORATION OR ENTITY, OR TRANSFER ALL
OR SUBSTANTIALLY ALL OF ITS ASSETS TO ANOTHER CORPORATION, PARTNERSHIP, TRUST OR
OTHER ENTITY (A "SUCCESSOR ENTITY") UNLESS SUCH SUCCESSOR ENTITY SHALL ASSUME
THE RIGHTS, OBLIGATIONS AND LIABILITIES OF THE EMPLOYER UNDER THE PLAN AND UPON
SUCH ASSUMPTION, THE SUCCESSOR ENTITY SHALL BECOME OBLIGATED TO PERFORM THE
TERMS AND CONDITIONS OF THE PLAN.
NOTHING HEREIN SHALL PROHIBIT THE ASSUMPTION
OF THE OBLIGATIONS AND LIABILITIES OF THE EMPLOYER UNDER THE PLAN BY ANY
SUCCESSOR ENTITY.
17.9
CONSTRUCTION.
THE EMPLOYER SHALL DESIGNATE IN THE ADOPTION
AGREEMENT THE STATE ACCORDING TO WHOSE LAWS THE PROVISIONS OF THE PLAN SHALL BE
CONSTRUED AND ENFORCED, EXCEPT TO THE EXTENT THAT SUCH LAWS ARE SUPERSEDED BY
ERISA AND THE APPLICABLE REQUIREMENTS OF THE CODE.
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