THE INACTIVE EMPLOYEE RETURNS TO ACTIVE STATUS WITH THE PURCHASERS.
THE
PURCHASERS AGREE TO CONTINUE AN INACTIVE EMPLOYEE'S EMPLOYMENT SUBJECT TO THE
PURCHASERS' EMPLOYMENT POLICIES AND EMPLOYEE BENEFIT PLANS AND, IN THE EVENT OF
AN INACTIVE EMPLOYEE'S RETURN TO ACTIVE EMPLOYMENT WITH THE COMPANIES OR THE
COMPANY SUBSIDIARIES, SUCH EMPLOYEE SHALL BE TREATED AS IF HE OR SHE HAD BEEN AN
AFFECTED EMPLOYEE ON THE CLOSING DATE, EXCEPT WHERE THERE WOULD BE A DUPLICATION
OF BENEFITS.
SECTION 6.07.
TRANSITION SERVICES.
FOLLOWING THE CLOSING DATE, THE SELLER
SHALL PROVIDE THE PURCHASERS WITH CERTAIN TRANSITION SERVICES RELATED TO PAYROLL
AND EMPLOYEE BENEFIT PLAN ADMINISTRATION WITH RESPECT TO THE AFFECTED EMPLOYEES
PURSUANT TO TERMS TO BE PROVIDED UNDER THE TRANSITION SERVICES AGREEMENT.
SECTION 6.08.
RETIREE MEDICAL BENEFITS.
FROM AND AFTER THE CLOSING DATE, THE
SELLER SHALL CAUSE ITS RETIREE MEDICAL PLAN TO PROVIDE RETIREE MEDICAL COVERAGE
TO ANY AFFECTED EMPLOYEE WHO, AS OF THE CLOSING DATE, IS "RETIREMENT ELIGIBLE"
UNDER THE TERMS OF SUCH PLAN AS IN EFFECT ON THE CLOSING DATE; PROVIDED THAT THE
SELLER AGREES THAT UP TO 24 MONTHS OF AN AFFECTED EMPLOYEE'S POST-CLOSING
SERVICE WITH THE PURCHASERS AND THEIR AFFILIATES SHALL BE RECOGNIZED UNDER THE
SELLER'S RETIREE MEDICAL PLAN FOR PURPOSES OF DETERMINING WHETHER THE AFFECTED
EMPLOYEE HAS SATISFIED THE AGE AND SERVICE REQUIREMENTS FOR BEING DEEMED
"RETIREMENT ELIGIBLE" AS OF THE CLOSING DATE.
SECTION 6.09.
CANADIAN EMPLOYEES.
NONE OF THE PROVISIONS OF ARTICLE VI
(INCLUDING BUT NOT LIMITED TO SECTIONS 6.02 AND 6.05) APPLY TO THE AFFECTED
EMPLOYEES EMPLOYED IN CANADA TO THE EXTENT THAT THE CONTEXT OR APPLICABLE LAW
MAKES SUCH PROVISIONS INAPPLICABLE; PROVIDED, HOWEVER, THAT FOR THE SIX-MONTH
PERIOD FOLLOWING THE CLOSING DATE, ANY AFFECTED EMPLOYEES EMPLOYED IN CANADA
SHALL BE ENTITLED TO RECEIVE BENEFITS THAT ARE SUBSTANTIALLY COMPARABLE, IN THE
AGGREGATE, TO THE BENEFITS RECEIVED BY SUCH AFFECTED EMPLOYEES IMMEDIATELY PRIOR
TO THE CLOSING.
ARTICLE VII
TAX MATTERS
SECTION 7.01.
TAX INDEMNITY.
(A)
THE SELLER SHALL INDEMNIFY AND HOLD HARMLESS
THE PURCHASERS AND THEIR AFFILIATES (INCLUDING THE COMPANIES AND THE COMPANY
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SUBSIDIARIES) AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
STOCKHOLDERS, AGENTS AND OTHER REPRESENTATIVES AND THEIR SUCCESSORS AND ASSIGNS
FROM:
(I) ANY AND ALL LIABILITY FOR TAXES OF THE COMPANIES OR THE COMPANY SUBSIDIARIES
(OR ANY PREDECESSORS) FOR ALL TAXABLE PERIODS ENDING ON OR BEFORE THE CLOSING
DATE ("PRE-CLOSING TAX PERIOD") AND WITH RESPECT TO ANY STRADDLE PERIOD, FOR THE
PORTION THEREOF ENDING ON THE CLOSING DATE;
(II) ANY AND ALL LIABILITY (AS A RESULT OF TREASURY REGULATION SECTION 1.1502-6
OR OTHERWISE) FOR TAXES OF THE SELLER OR ANY OTHER PERSON (OTHER THAN THE
COMPANIES AND THE COMPANY SUBSIDIARIES) (X) THAT IS OR HAS EVER BEEN AFFILIATED
WITH EITHER OF THE COMPANIES OR ANY OF THE COMPANY SUBSIDIARIES OR WITH WHICH
EITHER OF THE COMPANIES OR ANY OF THE COMPANY SUBSIDIARIES OTHERWISE JOINS OR
HAS EVER JOINED (OR IS OR HAS EVER BEEN REQUIRED TO JOIN) IN FILING ANY
CONSOLIDATED, COMBINED, UNITARY OR AGGREGATE TAX RETURN, PRIOR TO THE CLOSING
DATE OR