CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY THAT ARE
(I) INTELLECTUAL PROPERTY AUTHORIZATIONS, (II) NECESSARY TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY, (III) DISCLOSED OR REQUIRED TO BE DISCLOSED IN
THE SELLER DISCLOSURE SCHEDULE OR THE BUYER
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DISCLOSURE SCHEDULE, AS THE CASE MAY BE, OR (IV) REQUIRED TO PREVENT A
MAMMOGRAPHY INTELLECTUAL PROPERTY MATERIAL ADVERSE EFFECT OR A BUYER MATERIAL
ADVERSE EFFECT FROM OCCURRING PRIOR TO OR AFTER THE CLOSING.
SECTION 5.6
PUBLIC DISCLOSURE.
BUYER AND SELLER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO CONSULT WITH EACH
OTHER BEFORE ISSUING ANY PRESS RELEASE OR OTHERWISE MAKING ANY PUBLIC STATEMENT
WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND SHALL
NOT ISSUE ANY SUCH PRESS RELEASE OR MAKE ANY SUCH PUBLIC STATEMENT PRIOR TO
USING SUCH EFFORTS, EXCEPT AS MAY BE REQUIRED BY LAW.
THE INITIAL PRESS RELEASE
RELATING TO THIS AGREEMENT SHALL BE IN A FORM AGREED BY THE PARTIES.
SECTION 5.7
NOTIFICATION OF CERTAIN MATTERS.
BUYER WILL GIVE PROMPT NOTICE TO SELLER, AND SELLER WILL GIVE PROMPT NOTICE TO
BUYER, OF THE OCCURRENCE, OR FAILURE TO OCCUR, OF ANY EVENT, WHICH OCCURRENCE OR
FAILURE TO OCCUR WOULD BE REASONABLY LIKELY TO CAUSE (A) ANY REPRESENTATION OR
WARRANTY OF SUCH PARTY CONTAINED IN THIS AGREEMENT TO BE UNTRUE OR INACCURATE IN
ANY MATERIAL RESPECT AT ANY TIME FROM THE DATE OF THIS AGREEMENT TO THE CLOSING,
OR (B) ANY MATERIAL FAILURE OF BUYER OR SELLER, AS THE CASE MAY BE, OR OF ANY
OFFICER, DIRECTOR, EMPLOYEE OR AGENT THEREOF, TO COMPLY WITH OR SATISFY ANY
COVENANT, CONDITION OR AGREEMENT TO BE COMPLIED WITH OR SATISFIED BY IT UNDER
THIS AGREEMENT.
NOTWITHSTANDING THE ABOVE, THE DELIVERY OF ANY NOTICE PURSUANT
TO THIS SECTION WILL NOT LIMIT OR OTHERWISE AFFECT THE REMEDIES AVAILABLE
HEREUNDER TO THE PARTY RECEIVING SUCH NOTICE OR THE CONDITIONS TO SUCH PARTY'S
OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
SELLER WILL
PROMPTLY PROVIDE BUYER WITH COPIES OF ALL CORRESPONDENCE WITH ITS CUSTOMERS
REGARDING THE MAMMOGRAPHY PRODUCTS.
SECTION 5.8
EMPLOYMENT ARRANGEMENTS AND EMPLOYEE BENEFITS.
(A) BUYER WILL NOT ASSUME ANY OF SELLER'S EMPLOYEE BENEFIT PLANS OR TAKE ON ANY
LIABILITY RELATING TO ANY OF SELLER'S EMPLOYEE BENEFIT PLANS.
(B) BUYER MAY OFFER EMPLOYMENT TO SUCH MAMMOGRAPHY EMPLOYEES WHO ARE SALES
REPRESENTATIVES OR OTHERWISE SPEND SUBSTANTIALLY ALL OF THEIR BUSINESS TIME
SELLING THE MAMMOGRAPHY PRODUCTS TO THE SELLER'S CUSTOMERS AS BUYER SHALL ELECT
IN ITS SOLE DISCRETION.
BUYER SHALL HAVE THE SOLE DISCRETION TO ESTABLISH THE
WAGES, SALARY, BENEFITS AND OTHER EMPLOYMENT TERMS AND CONDITIONS OF ANY SUCH
EMPLOYEES WHICH THE SELLER ELECTS TO OFFER EMPLOYMENT.
THOSE EMPLOYEES WHO
SHALL ACCEPT SAID OFFER OF EMPLOYMENT WITH BUYER AND WHO SHALL ACTUALLY COMMENCE
ACTIVE EMPLOYMENT WITH BUYER SHALL COLLECTIVELY BE REFERRED TO AS THE
"TRANSFERRED EMPLOYEES."
(C) SELLER SHALL RETAIN ALL RESPONSIBILITY AND LIABILITY FOR PROVIDING COBRA
CONTINUATION COVERAGE, IN ACCORDANCE WITH CODE SECTION 4980B AND SECTIONS 601
THROUGH 608 OF ERISA, TO QUALIFIED BENEFICIARIES (WITHIN THE MEANING OF CODE
SECTION 4980B(G)(1)) OR TO M&A QUALIFIED BENEFICIARIES (WITHIN THE MEANING