OTHER
PERSON RESPECTING THE TRANSACTIONS.
THE COMPANY AND THE PURCHASER SHALL KEEP
EACH OTHER APPRISED OF THE STATUS OF ANY COMMUNICATIONS WITH, AND INQUIRIES OR
REQUESTS FOR ADDITIONAL INFORMATION FROM, THE FTC AND THE DOJ AND SHALL COMPLY
PROMPTLY WITH ANY SUCH INQUIRY OR REQUEST.
IN ADDITION TO THE FOREGOING, THE
COMPANY AND THE PURCHASER SHALL SUBSTANTIALLY COMPLY WITH ANY ADDITIONAL
REQUESTS FOR INFORMATION, INCLUDING REQUESTS FOR PRODUCTION OF DOCUMENTS AND
PRODUCTION OF WITNESSES FOR INTERVIEWS OR DEPOSITIONS, BY ANY ANTITRUST
AUTHORITY.
IF NECESSARY, THE COMPANY AND THE PURCHASER SHALL FILE WITH ANY
APPLICABLE FOREIGN GOVERNMENT ENTITY ANY REQUIRED NOTIFICATIONS UNDER APPLICABLE
FOREIGN ANTITRUST OR COMPETITION LAW.
(B)
OTHER AUTHORIZATIONS AND CONSENTS.
AS PROMPTLY AS PRACTICABLE
AFTER THE DATE HEREOF, THE COMPANY AND THE PURCHASER SHALL MAKE ALL OTHER
FILINGS WITH GOVERNMENT ENTITIES AND USE COMMERCIALLY REASONABLE EFFORTS TO
OBTAIN ALL PERMITS REQUIRED TO CONSUMMATE THE TRANSACTION, THE CONSENTS OF THIRD
PERSONS LISTED ON SCHEDULE 5.7(B) AND THE SPECIFIED PURCHASER CONSENTS.
NOTWITHSTANDING THE FOREGOING, NONE OF THE COMPANY OR THE SELLERS SHALL HAVE ANY
OBLIGATION TO PAY ANY FEE TO ANY THIRD PERSON FOR THE PURPOSE OF OBTAINING SUCH
CONSENT OR ANY COSTS AND EXPENSES OF ANY THIRD PERSON RESULTING FROM THE PROCESS
OF OBTAINING ANY SUCH CONSENT.
THE COMPANY AND THE PURCHASER SHALL FURNISH
PROMPTLY TO EACH OTHER ALL INFORMATION THAT IS NOT OTHERWISE AVAILABLE TO THE
OTHER PARTY AND THAT SUCH PARTY MAY REASONABLY REQUEST IN CONNECTION WITH SUCH
AUTHORIZATIONS AND CONSENTS.
5.8
EMPLOYEE MATTERS.
(A)
FOR A PERIOD OF NINETY (90) DAYS AFTER THE CLOSING DATE, THE
PURCHASER SHALL NOT TERMINATE BUSINESS EMPLOYEES IN SUCH NUMBERS AS WOULD
TRIGGER ANY LIABILITIES UNDER THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION
ACT, 29 U.S.C. § 2101, ET SEQ. ("WARN") OR ANY STATE OR LOCAL PLANT CLOSING OR
SEVERANCE LAW.
THE PURCHASER SHALL COMPLY WITH ANY NOTICE OR FILING
REQUIREMENTS UNDER WARN AND ANY STATE OR LOCAL PLANT CLOSING OR SEVERANCE LAW.
THE PURCHASER IS RESPONSIBLE FOR PROVIDING NOTICE UNDER WARN AND ANY STATE OR
LOCAL PLANT CLOSING OR SEVERANCE LAW OF ANY PLANT CLOSING OR MASS LAYOFF WHICH
TAKES PLACE OR IS TRIGGERED ON OR AFTER THE CLOSING DATE.
(B)
FROM AND AFTER THE CLOSING DATE, THE PURCHASER SHALL, AND SHALL
CAUSE F&H LLC TO, HONOR (WITHOUT MODIFICATION) EACH WRITTEN CONTRACT BETWEEN THE
COMPANY AND/OR F&H LLC AND ANY BUSINESS EMPLOYEE THAT (I) EXISTED AS OF THE DATE
HEREOF, AND (II) IS SET FORTH IN SECTION 4.14 OR SECTION 4.18(G) OF THE COMPANY
DISCLOSURE SCHEDULE.
(C)
SUBJECT TO ANY GREATER COMPENSATION AND BENEFITS PROVIDED IN AN
EMPLOYMENT AGREEMENT WITH ANY BUSINESS EMPLOYEE, DURING THE TWELVE (12)-MONTH
PERIOD COMMENCING AT THE CLOSING DATE, THE PURCHASER SHALL PROVIDE, OR SHALL
CAUSE F&H LLC TO PROVIDE, TO ANY BUSINESS EMPLOYEE (AS LONG AS SUCH BUSINESS
EMPLOYEE CONTINUES TO BE EMPLOYED BY F&H LLC DURING SUCH PERIOD) COMPENSATION
AND BENEFITS, INCLUDING THE EMPLOYEE PLANS AND EMPLOYEE BENEFIT ARRANGEMENTS,
THAT ARE IN THE AGGREGATE, SUBSTANTIALLY COMPARABLE TO
AND NO LESS FAVORABLE THAN THE COMPENSATION