BE RESPONSIBLE FOR ANY
SUCH HEALTH CARE CONTINUATION COVERAGE CLAIMS OF AFFECTED EMPLOYEES OR THEIR
QUALIFIED BENEFICIARIES WITH RESPECT TO QUALIFYING EVENTS OCCURRING ON OR AFTER
THE CLOSING DATE.
(I)
PRIOR TO THE CLOSING DATE, PFC WILL, AND WILL CAUSE THE COMPANY
AND SUBSIDIARIES TO, TERMINATE THE PARTICIPATION OF THE COMPANY AND THE
SUBSIDIARIES IN ANY PFC BENEFIT PLANS EFFECTIVE NOT LATER THAN THE CLOSING DATE.
EFFECTIVE NOT LATER THAN THE CLOSING DATE, AFFECTED EMPLOYEES AND THEIR
BENEFICIARIES AND DEPENDENTS SHALL CEASE TO PARTICIPATE IN THE APPLICABLE PFC
BENEFIT PLAN AND SHALL CEASE TO BE ELIGIBLE TO ACCRUE FURTHER BENEFITS UNDER ANY
PFC BENEFIT PLAN (EXCEPT FOR DISABILITY BENEFITS AND COBRA TO THE EXTENT
APPLICABLE). NO LIABILITY ARISING UNDER ANY SUCH PFC BENEFIT PLAN IS ASSUMED BY
BUYER.
(J)
BUYER OR ITS AFFILIATES SHALL INCLUDE THE SERVICE OF EACH
AFFECTED EMPLOYEE AND EACH PFC AND SERVICE EMPLOYEE WITH PFC, ANY RELATED
AFFILIATE, THE COMPANY AND THE SUBSIDIARIES TO THE SAME EXTENT AS PFC IN
DETERMINING THE NUMBER OF VACATION DAYS TO WHICH EACH AFFECTED EMPLOYEE IS
ENTITLED UNDER THE VACATION POLICIES OF BUYER AND ITS AFFILIATES AND IN
DETERMINING ELIGIBILITY OR ENTITLEMENT TO ANY OTHER FRINGE BENEFIT OR PERQUISITE
OF EMPLOYMENT TO THE EXTENT BASED ON SENIORITY.
(K)
SUBJECT TO SECTION 7.6(D), NOTHING IN THIS AGREEMENT OBLIGATES
BUYER OR ITS AFFILIATES TO EMPLOY ANY AFFECTED EMPLOYEES AFTER THE CLOSING.
EXCEPT AS PROVIDED IN COMPANY SCHEDULE 4.25, NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES IS A PARTY TO ANY CONTRACTS OR SUBJECT TO ANY REQUIREMENT THAT IN
ANY MANNER REQUIRES OR MAY REQUIRE BUYER OR ITS AFFILIATES TO EMPLOY ANY
AFFECTED EMPLOYEES OR THAT ARE, IN ANY WAY, INCONSISTENT WITH SUCH EMPLOYEES'
POSSIBLE FUTURE STATUS WITH BUYER OR ITS AFFILIATES AS EMPLOYEES-AT-WILL WHO MAY
BE TERMINATED AT ANY TIME WITHOUT CAUSE OR NOTICE, EXCEPT AS OTHERWISE PROVIDED
BY APPLICABLE LAW.
(L)
EFFECTIVE AS OF THE CLOSING, PFC WAIVES ANY CLAIMS AGAINST BUYER
AND ITS AFFILIATES AND THE PFC AND SERVICE EMPLOYEES TO THE EXTENT ARISING FROM
ANY EMPLOYMENT AGREEMENT, CONFIDENTIALITY OR NON-DISCLOSURE AGREEMENT OR POLICY,
OR NON-COMPETITION AGREEMENT BETWEEN ANY OF THE PFC AND SERVICE EMPLOYEES AND
PFC OR ANY RELATED AFFILIATE INSOFAR AS IT RELATES TO THE BUSINESS OF THE
COMPANY AND THE SUBSIDIARIES. PFC SHALL CAUSE THE CLOSING CONDITION STATED IN
SECTION 9.2(O) TO BE SATISFIED.
7.7
TAXES.
(A)
FEDERAL INCOME TAXES IN GENERAL.
(1)
THE INCOME AND OTHER TAX ITEMS OF THE COMPANY AND THE SUBSIDIARIES
FOR PERIODS ENDING ON OR BEFORE THE CLOSING DATE SHALL BE INCLUDED IN THE
CONSOLIDATED FEDERAL INCOME TAX RETURN OF THE AFFILIATED GROUP, WITHIN THE
MEANING OF SECTION 1504(A) OF THE CODE, OF WHICH PFC IS A MEMBER ("PFC GROUP").
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 7.7, PFC SHALL BE
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RESPONSIBLE FOR AND SHALL INDEMNIFY AND HOLD BUYER HARMLESS FROM ANY FEDERAL
INCOME TAXES OF THE COMPANY AND THE SUBSIDIARIES (INCLUDING ANY AMOUNT PAYABLE
BY REASON OF TREASURY REGULATION § 1.1502-6), TO THE EXTENT NOT PAID BEFORE
CLOSING,