OR IMPROVEMENTS, OR ANY PROPERTY WHICH IS
THE SUBJECT OF ANY OF THE PERSONAL PROPERTY LEASES OR ANY PART OF THE FOREGOING;
THE ENVIRONMENTAL CONDITION OF ANY REAL PROPERTY OR IMPROVEMENTS; THE ZONING OF
ANY REAL PROPERTY OR IMPROVEMENT; THE TRANSFERABILITY OF ANY OF THE PURCHASED
ASSETS; THE VALUE OF THE PURCHASED ASSETS (OR ANY PORTION THEREOF); THE TERMS,
AMOUNT, VALIDITY, OR ENFORCEABILITY OF ANY OF THE ASSUMED LIABILITIES; THE TITLE
TO ANY OF THE PURCHASED ASSETS (OR ANY PORTION THEREOF); THE MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE PURCHASED ASSETS; OR ANY OTHER
MATTER OR THING RELATED TO THE PURCHASED ASSETS OR THE BUSINESS. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, SELLER HEREBY EXPRESSLY DISCLAIMS ANY
WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE AS TO ANY OF THE PURCHASED ASSETS (OR ANY PORTION THEREOF).
6.3.3.
BUYER WILL ACCEPT THE PURCHASED ASSETS AT THE CLOSING "AS IS,"
"WHERE IS," AND "WITH ALL FAULTS."
6.4
No Survival of Representations and Warranties. The representations
and warranties set forth in Sections 6.1 and 6.2 shall not survive beyond the
Closing Date.
8
7.
Additional Covenants.
7.1
Employee Matters.
7.1.1.
OFFER OF EMPLOYMENT.
BUYER AGREES TO OFFER (OR TO CAUSE ONE OF ITS
AFFILIATES TO OFFER) EMPLOYMENT TO SUBSTANTIALLY ALL EMPLOYEES WHO ARE IN THE
ACTIVE EMPLOYMENT OF THE BUSINESS ON THE CLOSING DATE, ON SUBSTANTIALLY THE SAME
TERMS AND CONDITIONS, IN THE AGGREGATE, AND AT THE SAME RATE OF PAY, AS SUCH
EMPLOYEE WAS EMPLOYED ON THE DAY PRIOR TO THE CLOSING DATE (THE "CONTINUING
EMPLOYEES"); PROVIDED, HOWEVER, THAT BUYER SHALL HAVE THE RIGHT TO CONDUCT
CUSTOMARY EMPLOYEE BACKGROUND CHECKS PRIOR TO OFFERING EMPLOYMENT TO ANY SUCH
EMPLOYEE.
BUYER WILL GRANT TO ALL CONTINUING EMPLOYEES SERVICE CREDIT FOR
PREVIOUS SERVICE RECOGNIZED BY SELLER FOR PURPOSES OF VACATION AND OTHER
BENEFITS (WHETHER OR NOT ACCRUED ON THE FINANCIAL STATEMENTS OF SELLER).
7.1.2.
WARN ACT.
BUYER SHALL BE RESPONSIBLE FOR AND SHALL PAY ANY AND ALL
LIABILITIES OR OBLIGATIONS ARISING UNDER THE WARN ACT, IF ANY, ARISING OUT OF OR
RESULTING FROM LAYOFFS OF EMPLOYEES OR ANY TERMINATION OF THEIR EMPLOYMENT IN
THE BUSINESS WHICH OCCURS ON OR AFTER THE CLOSING DATE.
BUYER AGREES TO
INDEMNIFY, AND HOLD SELLER AND ITS SUCCESSORS HARMLESS FROM OR AGAINST, ANY AND
ALL DAMAGES WHICH SELLER MAY INCUR IN CONNECTION WITH ANY SUIT OR CLAIM OF
VIOLATION BROUGHT AGAINST SELLER UNDER THE WARN ACT OR ANY SIMILAR STATE OR
FOREIGN LAW, WHICH RELATES TO TRANSACTIONS EFFECTED ON OR AFTER THE CLOSING
DATE, OR ANY OTHER ACTION TAKEN BY BUYER AFTER THE CLOSING DATE.
7.1.3.
EMPLOYEE BENEFITS.
EFFECTIVE AS OF THE CLOSING DATE, BUYER SHALL
ESTABLISH A MEDICAL PLAN FOR THE CONTINUING EMPLOYEES AND THEIR DEPENDENTS AND
BENEFICIARIES, WITHOUT PREEXISTING CONDITION EXCLUSIONS, WITHOUT WAITING TIMES
FOR COMMENCEMENT OF COVERAGE, OR WITHOUT OTHER LAPSES IN COVERAGE.
NOTWITHSTANDING THE FOREGOING, ANY CONTINUING EMPLOYEE WHO HAD NOT SATISFIED THE
WAITING TIME FOR COVERAGE WITH SELLER SHALL BE SUBJECT TO THE WAITING TIME
ESTABLISHED