PURCHASER AND
EACH OF THE SELLERS (THROUGH THE SELLERS' REPRESENTATIVE) SHALL EXECUTE AND
DELIVER SUCH FURTHER INSTRUMENTS OF CONVEYANCE AND TRANSFER AND TAKE SUCH OTHER
ACTION AS REASONABLY MAY BE NECESSARY TO FURTHER EFFECTUATE THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS.
5.9
RECORD RETENTION.
THE PARTIES AGREE THAT FOR A PERIOD OF SEVEN (7)
YEARS AFTER THE CLOSING DATE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE SELLERS,
NEITHER THE PURCHASER NOR ANY OF ITS AFFILIATES SHALL DISPOSE OF OR DESTROY ANY
OF THE BOOKS AND RECORDS PURCHASED HEREUNDER WHICH MAY BE RELEVANT TO ANY LEGAL,
REGULATORY OR TAX AUDIT, INVESTIGATION, INQUIRY OR REQUIREMENT OF ANY OF THE
SELLERS WITHOUT FIRST OFFERING SUCH RECORDS TO THE SELLERS' REPRESENTATIVE.
5.10
INSURANCE.
FOR A PERIOD OF NOT LESS THAN SIX (6) YEARS AFTER THE
CLOSING DATE, THE PURCHASER SHALL (A) CAUSE TO BE MAINTAINED IN EFFECT THE
CURRENT POLICIES OF DIRECTORS' AND OFFICERS' LIABILITY INSURANCE ("D&O
INSURANCE") MAINTAINED BY THE COMPANY, OR SUBSTITUTE POLICIES PROVIDING AT LEAST
THE SAME COVERAGE AND AMOUNTS AND CONTAINING TERMS AND CONDITIONS WHICH ARE NOT
LESS ADVANTAGEOUS IN ANY MATERIAL RESPECT, IN EACH CASE WITH RESPECT TO CLAIMS
ARISING FROM FACTS OR EVENTS WHICH OCCURRED AT OR PRIOR TO THE CLOSING DATE AND
(B) NOT BE PERMITTED TO AMEND, ALTER, MODIFY, OR TERMINATE ANY PROVISIONS IN THE
COMPANY'S OR ITS SUBSIDIARIES' CERTIFICATE OF INCORPORATION, OR BY-LAWS OR OTHER
EQUIVALENT GOVERNING DOCUMENTS IN A MANNER WHICH WOULD REMOVE, LIMIT OR IMPAIR
THE PROVISIONS PROVIDING FOR THE INDEMNIFICATION AND EXCULPATION OF DIRECTORS
AND OFFICERS CONTAINED THEREIN.
5.11
EMPLOYEE MATTERS.
THROUGH THE NINETY-DAY ANNIVERSARY OF THE CLOSING
DATE, THE PURCHASER HEREBY AGREES TO PROVIDE EMPLOYEES OF THE COMPANY WITH
COVERAGE UNDER EMPLOYEE WELFARE BENEFIT PLANS WHICH IS SUBSTANTIALLY SIMILAR IN
THE AGGREGATE (OR GREATER) TO THE COVERAGE PROVIDED UNDER THE EMPLOYEE WELFARE
BENEFIT PLANS OF THE COMPANY AND ITS SUBSIDIARIES WHICH ARE LISTED ON THE
EMPLOYEE MATTERS SCHEDULE AS IN EFFECT IMMEDIATELY PRIOR TO THE CLOSING DATE.
19
ADDITIONALLY, FOR THE PERIOD BEGINNING ON THE CLOSING DATE AND ENDING ON THE
FIVE-YEAR ANNIVERSARY OF THE CLOSING DATE THE PURCHASER HEREBY AGREES TO PROVIDE
MEDICAL AND DENTAL BENEFITS FOR LAWRENCE KURZIUS AND HIS ELIGIBLE DEPENDANTS
WHICH ARE SUBSTANTIALLY SIMILAR IN THE AGGREGATE (OR GREATER) TO THE MEDICAL AND
DENTAL BENEFITS PROVIDED TO LAWRENCE KURZIUS AND HIS ELIGIBLE DEPENDANTS
IMMEDIATELY PRIOR TO THE CLOSING DATE.
5.12
HSR.
IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, THE PARTIES SHALL COMPLY PROMPTLY WITH THE NOTIFICATION AND REPORTING
REQUIREMENTS OF THE HSR ACT AND USE ALL COMMERCIALLY REASONABLE BEST EFFORTS TO
OBTAIN EARLY TERMINATION OF THE WAITING PERIOD UNDER THE HSR ACT.
THE PARTIES
SHALL SUBSTANTIALLY COMPLY WITH ANY ADDITIONAL REQUESTS FOR INFORMATION,
INCLUDING REQUESTS FOR PRODUCTION OF DOCUMENTS AND PRODUCTION OF WITNESSES FOR
INTERVIEWS OR DEPOSITIONS, BY ANY ANTITRUST AUTHORITY.
THE PURCHASER SHALL PAY
ALL FILING FEES ASSOCIATED WITH COMPLIANCE UNDER THE HSR ACT.
5.13
NO-SHOP.
UNTIL SUCH TIME, IF ANY, AS THIS AGREEMENT IS TERMINATED
PURSUANT TO SECTION 9.1 HEREOF, NONE OF