8.13 WOULD CAUSE PARENT IRREPARABLE HARM.
AS A RESULT, THE PARTIES
AGREE THAT IN THE EVENT OF A BREACH OF THIS SECTION 8.13 PARENT WOULD BE
ENTITLED, WITHOUT THE REQUIREMENT OF POSTING A BOND OR OTHER SECURITY, TO
EQUITABLE RELIEF, INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE, PROVIDED
THAT SUCH REMEDIES WILL NOT BE THE EXCLUSIVE REMEDY FOR ANY BREACH BUT WILL BE
IN ADDITION TO ANY OTHER REMEDIES AVAILABLE UNDER THE TERMS OF THIS AGREEMENT.
8.14
TRANSITIONAL SERVICES.
THE STOCKHOLDER AGREES TO PROVIDE AT
PARENT'S REQUEST, BY WRITTEN NOTICE TO THE STOCKHOLDER NO LATER THAN 10 DAYS
FOLLOWING THE CLOSING DATE, FOR A PERIOD OF NINETY (90) DAYS FOLLOWING THE
CLOSING DATE, TRANSITIONAL CORPORATE SERVICES (INCLUDING, BUT NOT LIMITED TO,
LEGAL, RISK MANAGEMENT AND HUMAN RESOURCES) WITH RESPECT TO THE BUSINESS IN
SUBSTANTIALLY THE SAME MANNER SUCH SERVICES WERE PROVIDED TO THE COMPANY BY THE
STOCKHOLDER PRIOR TO THE CLOSING, AND SUCH SERVICES SHALL BE BILLED TO THE
SURVIVING CORPORATION AT THE RATES SET FORTH IN SCHEDULE 8.14.
8.15
REPLACEMENT OF EXISTING LETTERS OF CREDIT AND SURETY BONDS.
ON THE
CLOSING DATE, THE PARENT SHALL REPLACE ALL LETTERS OF CREDIT AND/OR SURETY BONDS
OF THE STOCKHOLDER OUTSTANDING AS OF THE CLOSING DATE RELATING TO THE BUSINESS
("THE EXISTING LC'S"), AND SHALL CAUSE ALL SUCH EXISTING LC'S TO BE RETURNED TO
THE STOCKHOLDER FOR CANCELLATION.
8.16
LABOR AGREEMENT.
THE STOCKHOLDER SHALL USE ITS COMMERCIALLY
REASONABLE EFFORTS (AND PARENT SHALL COOPERATE WITH SUCH EFFORTS) TO AMEND THE
LABOR AGREEMENT AS PROVIDED IN SCHEDULE 8.16; PROVIDED THAT NOTHING HEREIN SHALL
REQUIRE OR OTHERWISE OBLIGATE THE STOCKHOLDER TO INCUR ANY COSTS OR EXPENSES IN
CONNECTION WITH SUCH AMENDMENT.
63
SECTION 9
INDEMNIFICATION
9.1
INDEMNIFICATION OF PARENT BY THE STOCKHOLDER.
SUBJECT TO SECTION
9.3, THE STOCKHOLDER SHALL INDEMNIFY AND HOLD PARENT (AND ITS OFFICERS,
DIRECTORS AND AFFILIATES) (COLLECTIVELY, THE "PARENT INDEMNIFIED PARTIES")
HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, HOWSOEVER INCURRED, WHICH ARISE
OUT OF OR RESULT FROM:
(A)
ANY BREACH BY THE STOCKHOLDER OF, OR ANY INACCURACY IN, ANY
REPRESENTATION OR WARRANTY OF THE STOCKHOLDER SET FORTH IN THIS AGREEMENT;
(B)
THE FAILURE BY THE STOCKHOLDER TO PERFORM ANY COVENANT, AGREEMENT
OR OBLIGATION OF THE STOCKHOLDER CONTAINED HEREIN; OR
(C)
ALL TAX LIABILITIES OF ANOTHER CORPORATION IMPOSED ON THE COMPANY
PURSUANT TO TREASURY REGULATION SECTION 1.1502-6 (OR ANY COMPARABLE PROVISION
UNDER, FOREIGN, STATE OR LOCAL LAW) BY REASON OF THE COMPANY HAVING BEEN A
MEMBER OF THE AFFILIATED GROUP OF CORPORATIONS THE COMMON PARENT OF WHICH IS THE
STOCKHOLDER AT ANY TIME ON OR PRIOR TO THE CLOSING DATE.
(D)
ANY LOSSES ARISING SOLELY OUT OF THE STOCKHOLDER'S FAILURE, PRIOR
TO THE EFFECTIVE TIME, TO ADMINISTER ANY EMPLOYEE BENEFIT PLAN OF STOCKHOLDER IN
ACCORDANCE WITH APPLICABLE LAW; OR
(E)
ANY LOSSES UNDER ANY EMPLOYEE BENEFIT PLAN OF STOCKHOLDER THAT IT
CONTINUES TO SPONSOR, MAINTAIN OR CONTRIBUTE TO ON OR AFTER THE CLOSING DATE.
9.2
INDEMNIFICATION OF THE STOCKHOLDER BY PARENT AND THE SURVIVING
CORPORATION.
SUBJECT TO SECTION 9.3, PARENT AND THE SURVIVING CORPORATION