OF THE CLOSING DATE.
(E)
COBRA.
SELLER SHALL BE RESPONSIBLE FOR PROVIDING ALL NOTICES AND
CONTINUATION OF COVERAGE BENEFITS DUE UNDER SECTION 4908B OF THE CODE AND
SECTIONS 601 THROUGH 609 OF ERISA (COLLECTIVELY REFERRED TO AS "COBRA")
ATTRIBUTABLE TO A QUALIFYING EVENT WITH RESPECT TO SELLER'S GROUP HEALTH PLANS,
AND SELLERS (OR, AS PROVIDED IN TREASURY REGULATION SECTION 54.4908B-2, A-2, ANY
PERSON WHICH IS A MEMBER OF THE SAME GROUP AS SELLERS) SHALL FOLLOWING THE
CLOSING DATE CONTINUE TO MAINTAIN SUCH GROUP HEALTH PLANS AS ARE NECESSARY TO
PROVIDE CONTINUATION COVERAGE TO EACH COVERED EMPLOYEE AND QUALIFIED BENEFICIARY
FOR THE MAXIMUM CONTINUATION COVERAGE PERIOD AVAILABLE TO EACH SUCH INDIVIDUAL.
FOR PURPOSES OF THE PRECEDING SENTENCE, THE TERMS "CONTINUATION COVERAGE",
"GROUP HEALTH PLAN", "QUALIFYING EVENT", "COVERED EMPLOYEE" AND "QUALIFIED
BENEFICIARY" SHALL HAVE THE MEANINGS PROVIDED FOR IN COBRA.
35
(F)
NON-SOLICIT.
ACQUIRER HEREBY AGREES THAT, FOR A PERIOD OF ONE
(1) YEAR FROM THE CLOSING DATE, THAT NEITHER IT NOR ANY OF AFFILIATES, NOR ANY
PARTY WORKING ON BEHALF OF THE ACQUIRER OR ITS AFFILIATES, WILL SOLICIT FOR
EMPLOYMENT (INCLUDING AS AN INDEPENDENT CONTRACTOR OR CONSULTANT) ANY COMPANY
EMPLOYEE THAT IS NOT A TRANSFERRED EMPLOYEE UNLESS PRIOR TO ANY SUCH
SOLICITATION THE ACQUIRER REIMBURSES THE SELLERS IN FULL FOR ANY SEVERANCE OR
TERMINATION PAYMENTS MADE TO THE COMPANY EMPLOYEE THAT THE ACQUIRER OR ITS
AFFILIATES DESIRE TO SOLICIT FOR EMPLOYMENT; PROVIDED, HOWEVER, THAT THE
FOREGOING PROVISION WILL NOT PREVENT THE ACQUIRER OR ITS AFFILIATES FROM
SOLICITING TO EMPLOY OR EMPLOYING ANY COMPANY EMPLOYEE WHO CONTACTS THE ACQUIRER
OR ITS AFFILIATES IN RESPONSE TO A WIDELY DISPERSED EMPLOYMENT ADVERTISEMENT
PUBLISHED IN A NEWSPAPER, PERIODICAL OR SIMILAR PUBLICATION OR WEBSITE.
SECTION 5.12
FINANCIAL STATEMENTS.
THE SELLERS WILL USE COMMERCIALLY
REASONABLE EFFORTS TO CAUSE THEIR MANAGEMENT TO FACILITATE ON A TIMELY BASIS
(A) THE PREPARATION OF FINANCIAL STATEMENTS (INCLUDING PRO FORMA FINANCIAL
STATEMENTS IF REQUIRED) AS REQUIRED BY ACQUIRER TO COMPLY WITH APPLICABLE SEC
REGULATIONS, (B) THE REVIEW OF ANY SELLERS' AUDIT OR REVIEW WORK PAPERS,
INCLUDING THE EXAMINATION OF SELECTED INTERIM FINANCIAL STATEMENTS AND DATA, AND
(C) THE PROVISION OF REASONABLE ACCESS TO THE SELLERS' INDEPENDENT ACCOUNTANTS
AS MAY BE REASONABLY REQUESTED BY ACQUIRER OR THEIR ACCOUNTANTS.
SECTION 5.13
MAINTENANCE OF EXISTENCE; ADEQUATE FUNDS.
FROM AND AFTER
THE CLOSING, THE ACQUIRER SHALL PRESERVE, RENEW AND KEEP IN FULL FORCE AND
EFFECT ITS EXISTENCE, AND SHALL NOT TAKE ANY ACTIONS, INCLUDING PAYING ANY
DIVIDENDS, THAT WOULD RENDER OR IS REASONABLY LIKELY TO RENDER THE ACQUIRER
INSOLVENT, OR UNABLE TO PAY AND DISCHARGE ITS OBLIGATIONS HEREUNDER OR THE
ASSUMED LIABILITIES.
SECTION 5.14
RELEASE OF GUARANTIES.
PRIOR TO AND FOLLOWING THE
CLOSING DATE, ACQUIRER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE
GUARANTIES MADE BY ANY OF SELLERS' AFFILIATES AS SET FORTH ON SECTION 5.14 OF
THE DISCLOSURE SCHEDULE TO BE RELEASED (THE "GUARANTIES").
SECTION 5.15
ELECTRONIC DATA.
PRIOR TO THE CLOSING, THE SELLERS SHALL
BE PERMITTED TO DELETE ANY AND ALL ELECTRONIC DATA THAT DOES NOT RELATE TO THE
BUSINESS THAT RESIDES ON