CONDITION TO THE
OBLIGATIONS OF ANY PARTY HERETO TO EFFECT THE TRANSACTIONS CONTEMPLATED HEREBY
NOT TO BE SATISFIED.
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ARTICLE VII.
ADDITIONAL AGREEMENTS
7.01.
Company Employee Benefit Plans.
(A)
C&T RESERVES THE RIGHT TO REQUEST IN WRITING THAT THE COMPANY
CEASE CONTRIBUTIONS TO AND/OR TERMINATE ONE OR MORE OF THE PLANS IMMEDIATELY
PRIOR TO THE CLOSING.
(B)
C&T SHALL MAKE AVAILABLE TO CURRENT EMPLOYEES OF THE COMPANY
ACCESS TO EMPLOYEE BENEFITS ON TERMS (IN C&T'S SOLE AND ABSOLUTE DISCRETION, AND
ON A PLAN BY PLAN BASIS) NO LESS FAVORABLE THAN THE LESSER OF (I) THEY ARE
RECEIVING CURRENTLY UNDER A PARTICULAR COMPANY'S PLAN OR (II) AS ARE OFFERED
CURRENTLY TO OTHER EMPLOYEES OF THE C&T CONTROL GROUP, AND WILL PROVIDE CURRENT
COMPANY EMPLOYEES PAST SERVICE CREDIT FOR VESTING AND ELIGIBILITY PURPOSES IN
SUCH PROGRAMS WITH RESPECT TO SUCH EMPLOYEES ACTUAL SERVICE WITH THE COMPANY
PRIOR TO THE EFFECTIVE TIME.
(C)
THE FOREGOING PROVISIONS OF THIS SECTION 7.01 ARE NOT, AND SHALL
NOT BE DEEMED TO BE, A REPRESENTATION OR WARRANTY REGARDING CONTINUING THE
EMPLOYMENT OF ANY CURRENT EMPLOYEE OF THE COMPANY AFTER THE EFFECTIVE TIME, NOR
ARE THEY IN DEROGATION OF C&T'S AND SURVIVING CORPORATION'S RIGHTS, CONSISTENT
WITH THEIR OBLIGATIONS UNDER THE CODE AND/OR ERISA, TO AMEND OR TERMINATE ANY
PLAN AT ANY TIME, OR FROM TIME TO TIME.
7.02.
Tax Matters.
(A)
THE COMPANY SHALL, AT THE COMPANY'S EXPENSE, PREPARE OR CAUSE TO
BE PREPARED AND FILE OR CAUSE TO BE FILED ALL RETURNS FOR THE COMPANY FOR ALL
PERIODS ENDING ON OR PRIOR TO THE CLOSING DATE, AND THE COMPANY SHALL PAY ALL
TAXES WITH RESPECT TO SUCH PERIODS. ALL SUCH TAX RETURNS SHALL BE PREPARED IN
ACCORDANCE WITH PAST PRACTICES OF THE COMPANY. THE COMPANY SHALL PERMIT C&T TO
REVIEW AND COMMENT ON EACH SUCH TAX RETURN PRIOR TO FILING.
(B)
C&T SHALL PREPARE OR CAUSE TO BE PREPARED AND FILE OR CAUSE TO BE
FILED ANY TAX RETURNS OF THE COMPANY FOR TAX PERIODS WHICH END AFTER THE CLOSING
DATE, AND C&T SHALL CAUSE THE COMPANY, AT THE COMPANY'S EXPENSE, TO PAY ALL
TAXES WITH RESPECT TO SUCH PERIODS.
(C)
AFTER THE CLOSING DATE, C&T OR AN APPROPRIATE AFFILIATE, TO THE
EXTENT PERMITTED BY LAW, SHALL HAVE THE RIGHT TO AMEND, MODIFY OR OTHERWISE
CHANGE ALL RETURNS OF THE COMPANY FOR ALL TAX PERIODS.
(D)
THE COMPANY AND C&T SHALL COOPERATE FULLY, AS AND TO THE EXTENT
REASONABLY REQUESTED BY THE OTHER PARTY, IN CONNECTION WITH THE PREPARATION AND
FILING OF TAX RETURNS PURSUANT TO THIS SECTION 7.02 AND ANY AUDIT, LITIGATION OR
OTHER PROCEEDING WITH RESPECT TO TAXES. SUCH COOPERATION SHALL INCLUDE SIGNING
ANY TAX RETURNS, AMENDED TAX RETURNS, CLAIMS OR OTHER DOCUMENTS NECESSARY TO
SETTLE ANY TAX CONTROVERSY, THE RETENTION AND (UPON THE OTHER PARTY'S REQUEST)
THE PROVISION OF RECORDS AND INFORMATION WHICH ARE REASONABLY RELEVANT TO ANY
SUCH AUDIT, LITIGATION OR OTHER PROCEEDING AND
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MAKING EMPLOYEES AVAILABLE ON A MUTUALLY CONVENIENT BASIS TO PROVIDE ADDITIONAL
INFORMATION AND EXPLANATION OF ANY