DISABILITY BENEFITS THAT ARE FIRST MADE ON OR AFTER THE
CLOSING DATE SHALL BE THE SOLE RESPONSIBILITY OF BUYER.
7.1.5
COBRA OBLIGATIONS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, SELLER SHALL RETAIN ALL LIABILITIES, AND BUYER SHALL HAVE NO
LIABILITY, WITH RESPECT TO THE PROVISION OF NOTICES, ELECTION PERIODS, AND
BENEFITS PURSUANT TO SECTION 4980B OF THE CODE OR PART 6 OF SUBTITLE B OF TITLE
1 OF ERISA, TO ANY BUSINESS EMPLOYEES OR ANY OTHER FORMER EMPLOYEES OF SELLER OR
OTHER INDIVIDUALS ASSOCIATED WITH ANY BUSINESS EMPLOYEES OR ANY OTHER FORMER
EMPLOYEES OF SELLER WITH RESPECT TO QUALIFYING EVENTS OCCURRING ON OR BEFORE THE
CLOSING DATE OR IN CONNECTION WITH THIS TRANSACTION.
7.1.6
FORMS W-2. SELLER AND BUYER AGREE THAT (I) SELLER WILL ISSUE A FORM
W-2 TO EACH INDIVIDUAL WHO IS EMPLOYED AT ANY MILL AS OF, OR PRIOR TO, THE
CLOSING DATE IN RESPECT OF ALL PAYMENTS MADE BY SELLER WITH RESPECT TO SUCH
PRE-CLOSING EMPLOYMENT, 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.
7.2
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 SUCCESSOR)
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 9.2.1, BUYER
SHALL PROVIDE NOT LESS THAN THIRTY (30) NOR MORE THAN SIXTY (60) DAYS NOTICE TO
SELLER (OR ITS SUCCESSOR, 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.
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7.3
USE OF CROWN PACIFIC NAME. BUYER SHALL NOT, AT ANY TIME AFTER THE
CLOSING, USE IN CONNECTION WITH THE OWNERSHIP, USE, OR OPERATION OF THE MILLS OR
THE OTHER PURCHASED ASSETS THE NAME "CROWN PACIFIC" OR ANY NAME DECEPTIVELY
SIMILAR THERETO OR SELLER'S LOGO; PROVIDED, HOWEVER, THAT IN CONNECTION WITH ITS
SALE OR USE OF RAW MATERIALS, RESIDUALS, AND FINISHED GOODS INVENTORY, BUYER
SHALL BE ENTITLED TO USE ALL WRAPPING INCLUDED IN THE PARTS AND SUPPLIES
INVENTORY, NOTWITHSTANDING THE INCLUSION THEREON OF THE NAME "CROWN PACIFIC" AND
SELLER'S LOGO. AS SOON AS REASONABLY PRACTICABLE