EMPLOYEE THAT HAS BEEN TERMINATED BY
ONE OF THE COMPANIES FOR CAUSE OR WITHOUT CAUSE; OR (III) HIRING OR ATTEMPTING
TO HIRE ANY OFFICER OR EMPLOYEE WITH THE PRIOR WRITTEN CONSENT OF THE BUYER.
(D)
IT IS THE INTENT OF THE PARTIES TO THIS AGREEMENT THAT THE
PROVISIONS OF THIS SECTION 7.2 SHALL BE ENFORCED TO THE FULLEST EXTENT
PERMISSIBLE UNDER THE LAWS AND PUBLIC POLICIES APPLIED IN EACH JURISDICTION IN
WHICH ENFORCEMENT IS SOUGHT.
NOTWITHSTANDING THE FOREGOING, IF ANY PARTICULAR
PROVISIONS OR PORTIONS OF THIS SECTION 7.2 SHALL BE ADJUDICATED TO BE INVALID OR
UNENFORCEABLE, SUCH PROVISIONS OR PORTION THEREOF SHALL BE DEEMED AMENDED TO THE
MINIMUM EXTENT NECESSARY TO RENDER SUCH PROVISION OR PORTION VALID AND
ENFORCEABLE, SUCH AMENDMENT TO APPLY ONLY WITH RESPECT TO THE OPERATION OF SUCH
PROVISIONS OR PORTIONS IN THE PARTICULAR JURISDICTION IN WHICH SUCH ADJUDICATION
IS MADE.
IN ADDITION, THE SELLER ACKNOWLEDGES AND AGREES THAT DAMAGES AND
REMEDIES AT LAW FOR ANY BREACH OF THIS SECTION 7.2 WILL BE INADEQUATE AND
IMPRACTICAL, THAT SUCH BREACH WOULD CAUSE THE BUYER AND ITS AFFILIATES
(INCLUDING THE COMPANIES) IRREPARABLE HARM AND THAT THE BUYER AND ITS AFFILIATES
(INCLUDING THE COMPANIES) SHALL BE ENTITLED TO SPECIFIC PERFORMANCE AND OTHER
EQUITABLE REMEDIES (INCLUDING AN INJUNCTION AND TORTUOUS INTERFERENCE CLAIMS)
AND SUCH OTHER RELIEF AS A COURT OR TRIBUNAL SPECIFIED IN SECTION 14.2 MAY DEEM
APPROPRIATE IN ADDITION TO ANY OTHER REMEDIES THAT BUYER OR ITS AFFILIATES
(INCLUDING THE COMPANIES) MAY HAVE UNDER APPLICABLE LAW OR UNDER THE TERMS OF
THIS AGREEMENT.
Section 7.3.
FCPA Disclosure Statement.
The Seller will complete, sign, and
return to the Buyer along with this executed Agreement the FCPA Disclosure
Statement attached to this Agreement as Exhibit C, and it will immediately
provide the Buyer with any supplementary report required under Exhibit C.
34
ARTICLE 8.
COVENANTS OF THE BUYER
Section 8.1.
Employees and Employee Benefits.
(A)
BEGINNING ON THE CLOSING DATE AND ENDING NO EARLIER THAN THE FIRST
ANNIVERSARY OF THE CLOSING DATE, BUYER SHALL PROVIDE, OR SHALL CAUSE TO BE
PROVIDED, TO EACH EMPLOYEE OF THE COMPANY IMMEDIATELY PRIOR TO THE CLOSING DATE
WITH COMPENSATION AND EMPLOYEE BENEFITS THAT ARE SUBSTANTIALLY THE SAME IN THE
AGGREGATE (EXCLUDING ANY EQUITY-BASED COMPENSATION) TO THE COMPENSATION AND
EMPLOYEE BENEFITS PROVIDED TO SUCH EMPLOYEES IMMEDIATELY PRIOR TO THE CLOSING
DATE. ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, IN THE EVENT THAT THE
EMPLOYMENT OF ANY EMPLOYEE SHALL BE TERMINATED BY ANY COMPANY PRIOR TO THE FIRST
ANNIVERSARY OF THE CLOSING DATE FOR ANY REASON, BUYER SHALL CAUSE SUCH COMPANY
TO PROVIDE, AT BUYER'S EXPENSE, EACH SUCH EMPLOYEE WITH SEVERANCE BENEFITS AT
LEAST EQUIVALENT TO THE SEVERANCE BENEFITS TO WHICH SUCH EMPLOYEE WOULD HAVE
BEEN ENTITLED UNDER THE COMPANIES' SEVERANCE BENEFIT PRACTICES ON THE DATE
HEREOF, AND SET FORTH ON SCHEDULE 8.1(A). BUYER SHALL SPECIFICALLY ASSUME ANY
COMPANY PLANS FOR WHICH SPECIFIC ASSUMPTION IS REQUIRED BY APPLICABLE LAW.
(B)
AS OF THE CLOSING DATE, THE BUYER SHALL CAUSE THE COMPANIES TO
CONTINUE ALL COMPANY PLANS (OTHER THAN