or the Collateral Agreements.
48
6.9
Additional Documents and Further
Assurances.
At any time or from time to time after the Closing, at the request
of Buyer and without any further consideration, Seller, as the case may require,
shall (i) execute and deliver to Buyer such other instruments of sale, transfer,
conveyance, assignment and confirmation; (ii) provide such materials and
information; (iii) assign such additional Seller Contracts as reasonably
requested by Buyer to provide Buyer with the reasonably anticipated benefits of
the Acquired Assets, subject to any required third party consents, which Buyer
shall be responsible for obtaining, provided such Contracts have not been
terminated by Seller, and (iv) take such other actions, as Buyer may reasonably
deem necessary or desirable in order more effectively to transfer, convey, and
assign to Buyer and to confirm its title to all of the Acquired Assets, and, to
the fullest extent permitted by Law, to put Buyer in actual possession and
operating control of each of the Acquired Assets and to assist Buyer in
exercising all rights with respect thereto, and otherwise to cause Seller to
fulfill its obligations under this Agreement and the Collateral Agreements.
6.10
Covenants Regarding Employees.
(A)
EFFECTIVE AS OF THE CLOSING DATE, SELLER
SHALL TERMINATE (I) THE EMPLOYMENT OF EACH IDENTIFIED EMPLOYEE OF SELLER AND
(II) ALL EMPLOYEE CONTRACTS, EMPLOYEE PLANS, AND ALL OTHER COMMITMENTS AND
ARRANGEMENTS RELATING TO IDENTIFIED EMPLOYEES OF SELLER.
ON OR PRIOR TO THE
CLOSING DATE, SELLER SHALL (I) HAVE FULLY SATISFIED ANY AND ALL LIABILITIES OF
SELLER TO THE IDENTIFIED EMPLOYEES AND ANY OTHER EMPLOYEES OF SELLER, INCLUDING
BUT NOT LIMITED TO, LIABILITIES OF SELLER UNDER THE EMPLOYEE BONUS PLAN, IF ANY,
AND (II) SHALL HAVE OBTAINED SIGNED RELEASES OF SELLER AND BUYER AND SIGNED
NON-SOLICITATION AGREEMENTS FROM AT LEAST 90% OF SUCH EMPLOYEES IN A FORM
SATISFACTORY TO BUYER.
ALL DOCUMENTATION RELATING TO THE TERMINATION OF
EMPLOYEES AND SETTLEMENT OF SELLER OBLIGATIONS TO EMPLOYEES SHALL BE PROVIDED TO
BUYER IN ADVANCE OF DISTRIBUTION TO EMPLOYEES.
(B)
BUYER SHALL OFFER COVERAGE UNDER ITS GROUP
HEALTH PLAN TO "M&A QUALIFIED BENEFICIARIES" OF THE ACQUISITION (WITHIN THE
MEANING OF TREASURY REGULATION 54.4980B-9, Q&A 4) UNDER COBRA OR AN APPLICABLE
STATE STATUTE FOR THE MINIMUM STATUTORILY REQUIRED PERIOD FOLLOWING THE CLOSING,
PROVIDED THAT THE M&A QUALIFIED BENEFICIARIES SHALL REMAIN PERSONALLY
RESPONSIBLE FOR MAKING ALL TIMELY ELECTIONS AND PAYING ALL ASSOCIATED PREMIUMS.
SELLER SHALL RETAIN RESPONSIBILITY FOR, PAY OR OTHERWISE DISCHARGE, AND
INDEMNIFY AND HOLD HARMLESS, BUYER AND THE BUYER INDEMNITEES AGAINST ANY LOSSES
THEY SUFFER AS A RESULT OF BUYER'S COMPLIANCE WITH THIS SECTION 6.10(B).
(C)
BUYER MAY AT ITS OPTION MAKE OFFERS OF
EMPLOYMENT TO EACH OF THE CURRENT EMPLOYEES LISTED ON SCHEDULE 6.10(C) (THE
"IDENTIFIED EMPLOYEES"), SUCH OFFERS TO BE ON SUCH TERMS AND CONDITIONS AS BUYER
MAY REASONABLY DETERMINE TO BE APPROPRIATE, BASED ON SUCH IDENTIFIED EMPLOYEE'S
ANTICIPATED RESPONSIBILITY WITH BUYER, AND HIS OR HER EXPERIENCE, EDUCATION, AND
PERFORMANCE STATUS.
SELLER SHALL USE ALL COMMERCIALLY REASONABLE EFFORTS TO
SUPPORT BUYER IN EXTENDING