LICENSING PERIOD,
THEN EITHER PURCHASER OR SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT
UPON WRITTEN NOTICE TO THE OTHER PARTY AND ESCROW AGENT, AND, UPON SUCH
TERMINATION OF THE AGREEMENT, PROVIDED PURCHASER SHALL HAVE USED COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN THE LICENSING APPROVALS, PURCHASER SHALL BE
ENTITLED TO A RETURN OF THE DEPOSIT.
PURCHASER SHALL BE RESPONSIBLE FOR ANY
AND ALL OF PURCHASER'S COSTS ASSOCIATED WITH THE LICENSING APPROVALS AND THE
ASSIGNMENT OF EXISTING PROVIDER AGREEMENTS.
HOWEVER, SELLER SHALL COOPERATE
WITH AND ASSIST PURCHASER WITH RESPECT THE LICENSING APPROVALS AND THE
ASSIGNMENT OF ANY EXISTING PROVIDER AGREEMENTS, AND SHALL CAUSE THE SELLER
PARTIES SO TO COOPERATE AS WELL, INCLUDING PROVIDING ALL INFORMATION IN SUCH
PARTY'S CONTROL NECESSARY FOR THE APPLICATION AND EXECUTING THE APPLICATION IF
REQUIRED.
EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT (AND WITHOUT
DEROGATION OF SELLER'S REPRESENTATIONS AND WARRANTIES), PURCHASER SHALL BE
SOLELY RESPONSIBLE FOR ANY AND ALL COSTS ASSOCIATED WITH THE CHANGE OF OWNERSHIP
PROCESS, INCLUDING ANY PHYSICAL PLANT OR OTHER CHANGES REQUIRED TO BRING THE
FACILITY INTO COMPLIANCE WITH THE CURRENTLY EFFECTIVE LICENSING AND
CERTIFICATION AND OTHER LEGAL
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REQUIREMENTS IF AND TO THE EXTENT IT IS NOT CURRENTLY IN SUCH COMPLIANCE AND
SUCH COMPLIANCE IS REQUIRED AS A MATTER OF STATE OR FEDERAL LAW.
12.
EMPLOYEE MATTERS.
(A)
WITHIN TEN (10) DAYS OF THE EFFECTIVE DATE, SELLER SHALL DELIVER
TO PURCHASER A SCHEDULE SETTING FORTH: (I) THE NAME OF EACH OF THE CURRENT
EMPLOYEES AT THE FACILITIES (THE "FACILITY EMPLOYEES"), (II) EACH FACILITY
EMPLOYEE'S POSITION, JOB DESCRIPTION, AND RATE OF PAY, (III) A REASONABLE
ESTIMATE OF ALL BENEFITS THAT EACH FACILITY EMPLOYEE IS ENTITLED AS A LEGAL
MATTER TO RECEIVE UNDER CURRENTLY APPLICABLE LEGAL REQUIREMENTS OR MANAGEMENT
POLICIES AS OF THE THEN SCHEDULED CLOSING DATE, AND (IV) THE THEN CURRENT
EMPLOYER'S LIABILITY FOR THE FACILITY EMPLOYEE'S VACATION, SICK, PERSONAL
TIME-OFF, AND ANY OTHER ACCRUED RIGHTS OR BENEFITS AS OF THE THEN SCHEDULED
CLOSING DATE.
NOT LESS THAN TWO (2) BUSINESS DAYS PRIOR TO THE CLOSING DATE,
SELLER SHALL DELIVER AN UPDATED SCHEDULE WITH UPDATED INFORMATION THAT SHALL BE
ACCURATE AS OF THE CLOSING DATE.
(B)
UNTIL SUCH TIME AS PURCHASER OR PURCHASER'S DESIGNEE HAS DECIDED
WHETHER OR NOT TO HIRE SUCH FACILITY EMPLOYEES, ALL PERSONNEL AND EMPLOYMENT
RECORDS RELATING TO FORMER OR CURRENT FACILITY EMPLOYEES SHALL BE MADE AVAILABLE
TO PURCHASER.
(C)
WITHIN TWENTY (20) DAYS OF SELLER'S DELIVERY OF INITIAL SCHEDULE
AND RELATED INFORMATION RELATING TO THE FACILITY EMPLOYEES AS DESCRIBED IN
PARAGRAPH 12(A) ABOVE, PURCHASER SHALL PROVIDE SELLER WITH ITS (OR ITS
DESIGNEE'S) HIRING CRITERIA (THE "HIRING CRITERIA") WITH RESPECT TO FACILITY
EMPLOYEES.
PURCHASER SHALL HAVE THE RIGHT, BUT SHALL NOT BE OBLIGATED, TO OFFER
EMPLOYMENT TO AND HIRE ANY OR ALL OF THE FACILITY EMPLOYEES AS OF THE CLOSING
DATE UPON SUCH TERMS AND CONDITIONS OF EMPLOYMENT AS MAY BE DETERMINED BY
PURCHASER OR ITS DESIGNEE.
IT IS
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EXPRESSLY AGREED THAT THE FACILITY EMPLOYEES ARE NOT THIRD PARTY BENEFICIARIES
OF THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, PURCHASER