BY BUYER.
IN ADDITION, COMMENCING ON THE CLOSING DATE, BUYER SHALL
PROVIDE THE CONTINUING EMPLOYEES AND THEIR DEPENDENTS AND BENEFICIARIES COVERAGE
UNDER ANY OTHER PENSION, RETIREMENT, WELFARE AND FRINGE BENEFIT PLANS, PROGRAMS,
POLICIES OR ARRANGEMENTS ESTABLISHED BY BUYER FOR SUCH PERSONS, WHO FOR ALL
PURPOSES OF THIS SENTENCE WILL BE CREDITED, TO THE EXTENT PERMISSIBLE UNDER
APPLICABLE LAW, WITH ALL SERVICE RECOGNIZED BY SELLER OR ITS AFFILIATES.
7.1.4.
FORMS W-2.
SELLER AND BUYER AGREE THAT (I) SELLER WILL ISSUE A
FORM W-2 TO EACH INDIVIDUAL WHO IS EMPLOYED IN THE BUSINESS AS OF, OR PRIOR TO,
THE CLOSING DATE IN RESPECT OF ALL PAYMENTS MADE BY SELLER TO EACH SUCH
INDIVIDUAL ON OR PRIOR TO THE CLOSING DATE, AND (II) BUYER WILL ISSUE A FORM W-2
TO EACH CONTINUING EMPLOYEE IN RESPECT OF ALL PAYMENTS MADE BY BUYER OR ANY
AFFILIATE OF BUYER TO EACH SUCH INDIVIDUAL ON OR AFTER THE CLOSING DATE.
7.2
Retention of and Access to Books and Records.
7.2.1.
BUYER AGREES TO RETAIN THE BOOKS AND RECORDS FOR A PERIOD OF SEVEN
(7) YEARS AFTER THE CLOSING DATE.
BUYER SHALL PERMIT SELLER (OR ITS SUCCESSORS)
AND ITS REPRESENTATIVES TO INSPECT AND COPY, AT SELLER'S (OR SUCH SUCCESSOR'S)
SOLE EXPENSE, ANY OF THE BOOKS AND RECORDS AT ANY TIME DURING NORMAL BUSINESS
HOURS, UPON REASONABLE ADVANCE NOTICE.
7.2.2.
AFTER THE SEVEN-YEAR PERIOD REFERRED TO IN SECTION 7.2.1, BUYER
SHALL PROVIDE NOT LESS THAN 30 NOR MORE THAN 60 DAYS NOTICE TO SELLER (OR ITS
SUCCESSORS, IF PREVIOUSLY IDENTIFIED BY NOTICE TO BUYER) PRIOR TO ANY PROPOSED
DESTRUCTION OR DISPOSITION OF ANY OF THE BOOKS AND RECORDS. ANY SUCH NOTICE
SHALL IDENTIFY WITH REASONABLE SPECIFICITY THE BOOKS AND RECORDS TO BE DESTROYED
OR DISPOSED OF AND THE DATE ON WHICH SUCH DESTRUCTION OR DISPOSITION WILL OCCUR.
IF THE RECIPIENT OF ANY SUCH NOTICE WISHES TO OBTAIN ANY OF THE BOOKS OR RECORDS
TO BE DESTROYED OR DISPOSED OF, IT MAY DO SO BY GIVING NOTICE TO BUYER AT ANY
TIME PRIOR TO THE SCHEDULED DATE FOR DESTRUCTION OR DISPOSITION.
ALL
OUT-OF-POCKET COSTS OF DELIVERING ANY SUCH BOOKS AND RECORDS TO A REQUESTING
PARTY SHALL BE PAID BY SUCH PARTY.
7.3
No Transition Services. Except as may be otherwise agreed in
writing by Seller and Buyer, as of the Closing Date, all data processing,
accounting, insurance, banking, legal, communications, and other services and
products provided by Seller or its Affiliates in respect of the Business and the
Purchased Assets, and any prior
9
agreements or understandings (written or oral) with respect thereto, shall
terminate and Buyer shall not be entitled to any on-going benefit thereof.
7.4
No Use of Crown Pacific Name. Buyer shall (i) not, at any time
after the Closing, use in connection with the conduct of the Business or the
ownership, use, or operation of the Purchased Assets the names "Alliance Lumber"
and "Crown Pacific" or any name deceptively similar thereto and (ii) as soon as
reasonably practicable after the Closing Date, remove from the