BY AN AUTHORIZED
OFFICER OF EACH BUYER DATED THE CLOSING DATE AND CERTIFYING THAT HE/SHE KNOWS OF
NO FACTS WHICH WOULD CAUSE SUCH BUYER TO BE IN BREACH OF ANY OF ITS
REPRESENTATIONS AND WARRANTIES HEREUNDER AS OF THE EFFECTIVE TIME;
(B)
THE BILL OF SALE SIGNED BY BUYERS;
(C)
THE POWER OF ATTORNEY SIGNED BY PC
PHARMACY; AND
(D)
SUCH ADDITIONAL SUPPORTING DOCUMENTS AND
OTHER INFORMATION WITH RESPECT TO THE OPERATIONS AND AFFAIRS OF BUYER AS SELLERS
MAY REASONABLY REQUEST.
9.3
Undertakings and Agreements. Buyer shall
have satisfied and fulfilled all of the undertakings and agreements required to
be satisfied and fulfilled before the Effective Time by Buyer under this
Agreement.
9.4
Pay-off Letters. Sellers shall have received
copies of pay-off letters or releases of collateral, as applicable, from all
creditors of Sellers with respect to security interests of such creditors, if
any, in the Purchased Assets.
9.5
Purchase Price. Buyer shall pay the Purchase
Price as required in Article 4.
15
ARTICLE 10
ADDITIONAL COVENANTS AND AGREEMENTS
10.1
Employment Matters.
(A)
ON OR AFTER THE CLOSING DATE, BUYER MAY,
BUT IS NOT REQUIRED TO, OFFER EMPLOYMENT TO ANY OR ALL OF SELLERS' EMPLOYEES
LISTED IN SCHEDULE 10.1(A) AND EMPLOY ANY OF THE EMPLOYEES WHO ACCEPT THE OFFER
OF EMPLOYMENT (THE "HIRED EMPLOYEES"). BUYER SHALL NOT CONTACT ANY OF SELLERS'
EMPLOYEES PRIOR TO THE DATE HEREOF WITHOUT SELLER'S ADVANCE WRITTEN CONSENT.
WITH RESPECT TO ANY HIRED EMPLOYEES THAT ARE SUBJECT TO NONCOMPETITION
AGREEMENTS WITH SELLERS, THEY WILL BE RELEASED TO THE EXTENT NECESSARY FOR THEM
TO WORK FOR BUYERS.
(B)
ON AND AFTER THE CLOSING DATE, HIRED
EMPLOYEES SHALL BE ELIGIBLE FOR ALL EMPLOYEE BENEFIT PLANS SPONSORED BY BUYER
SUBJECT TO THE ELIGIBILITY PROVISIONS OF SUCH PLANS. HIRED EMPLOYEES SHALL BE
GIVEN CREDIT FOR PERIODS OF EMPLOYMENT WITH SELLERS, AS APPLICABLE, PRIOR TO THE
CLOSING DATE FOR PURPOSES OF DETERMINING ELIGIBILITY TO PARTICIPATE, THE AMOUNT
OF BENEFITS, AND VESTING UNDER SUCH PLANS, AND PRE-EXISTING CONDITION
LIMITATIONS WILL BE WAIVED WITH RESPECT TO HIRED EMPLOYEES AND THEIR COVERED
DEPENDENTS UNLESS SUCH PRE-EXISTING CONDITION LIMITATIONS WERE APPLICABLE PRIOR
TO THE CLOSING DATE UNDER SELLERS' BENEFIT PLANS, SUBJECT TO BUYERS' PLAN
REQUIREMENTS. BUYERS FURTHER AGREE TO NOTIFY SELLERS OF THE HIRED EMPLOYEES.
(C)
BUYERS AND SELLERS ACKNOWLEDGE AND AGREE
THAT BUYERS HAVE NOT OFFERED ANY TERMS OF EMPLOYMENT TO SELLERS OR ANY OF
SELLERS' EMPLOYEES AS CONSIDERATION FOR THE SALE CONTEMPLATED HEREIN. IT IS
AGREED THAT IN THE EVENT ANY EMPLOYEES OF SELLERS SHALL BE EMPLOYED BY BUYERS IN
BUYERS' SOLE DISCRETION, SUCH EMPLOYEES SHALL BE EMPLOYED AT WILL, AND BUYERS
SHALL HAVE NO CONTRACTUAL OBLIGATION TO SELLERS WITH REGARD TO RETENTION AT SUCH
EMPLOYMENT. SELLERS RETAIN ALL LIABILITIES WITH RESPECT TO SELLERS' EMPLOYEES
AND ALL OF SELLERS' BENEFIT PLANS.
10.2
Access to Information; Preservation of Records;
Cooperation.
(A)
SELLERS WILL PROVIDE BUYERS AND THEIR
REPRESENTATIVES ACCESS AT ALL REASONABLE TIMES BETWEEN THE DATE OF THIS
AGREEMENT AND CLOSING, TO THE PURCHASED ASSETS AND THE BOOKS AND RECORDS OF THE
BUSINESS,