IN PREPARING ANY TAX RETURNS WHICH SUCH
OTHER PARTY IS RESPONSIBLE FOR PREPARING AND FILING IN ACCORDANCE WITH
SECTION 8.1(B);
45
(II)
COOPERATE FULLY IN PREPARING FOR ANY AUDITS OF, OR DISPUTES WITH
TAXING AUTHORITIES REGARDING, ANY TAX RETURNS OF THE COMPANIES;
(III)
MAKE AVAILABLE TO THE OTHERS AND TO ANY TAXING AUTHORITY AS
REASONABLY REQUESTED ALL INFORMATION, RECORDS, AND DOCUMENTS RELATING TO TAXES
OF THE COMPANIES;
(IV)
PROVIDE TIMELY NOTICE TO THE OTHERS IN WRITING OF ANY PENDING OR
THREATENED TAX AUDITS OR ASSESSMENTS OF THE COMPANIES FOR TAXABLE PERIODS FOR
WHICH THE OTHER MAY HAVE A LIABILITY UNDER THIS SECTION 8.1;
(V)
FURNISH THE OTHERS WITH COPIES OF ALL CORRESPONDENCE RECEIVED FROM
ANY TAXING AUTHORITY IN CONNECTION WITH ANY TAX AUDIT OR INFORMATION REQUEST
WITH RESPECT TO ANY SUCH TAXABLE PERIOD;
(VI)
TIMELY SIGN AND DELIVER SUCH CERTIFICATES OR FORMS AS MAY BE
NECESSARY OR APPROPRIATE TO ESTABLISH AN EXEMPTION FROM (OR OTHERWISE REDUCE),
OR FILE TAX RETURNS OR OTHER REPORTS WITH RESPECT TO, TAXES DESCRIBED IN
SECTION 8.1(A)(V) (RELATING TO SALES, TRANSFER AND SIMILAR TAXES); AND
(VII)
TIMELY PROVIDE TO THE OTHERS POWERS OF ATTORNEY OR SIMILAR
AUTHORIZATIONS NECESSARY TO CARRY OUT THE PURPOSES OF THIS SECTION 8.1.
SECTION 8.2
EMPLOYEE MATTERS.
(A)
CONTINUED EMPLOYMENT. AS OF THE CLOSING DATE, BUYER AGREES TO, OR
TO CAUSE AN AFFILIATE OF BUYER TO, CONTINUE TO EMPLOY AS A SUCCESSOR EMPLOYER
ALL OF THE EMPLOYEES OF THE COMPANIES (INCLUDING ALL SUCH EMPLOYEES WHO ARE ON
ANY AUTHORIZED VACATION, LEAVE OR OTHER AUTHORIZED ABSENCE), AFTER GIVING EFFECT
TO TRANSFERRING THE TRANSFERRED BUSINESS, THE P&C BUSINESS AND THE LGI EXCLUDED
BUSINESS (COLLECTIVELY, THE "TRANSFERRED EMPLOYEES"). FOR A PERIOD OF AT LEAST
ONE YEAR FOLLOWING THE CLOSING DATE, EACH TRANSFERRED EMPLOYEE SHALL BE ENTITLED
TO RECEIVE WHILE IN THE EMPLOYMENT OF BUYER OR ITS AFFILIATES AT LEAST THE SAME
SALARY, WAGES AND CASH BONUS OPPORTUNITIES AS WERE PROVIDED TO SUCH EMPLOYEE BY
THE COMPANIES, IMMEDIATELY PRIOR TO THE CLOSING DATE. NOTWITHSTANDING ANY
PROVISION HEREIN TO THE CONTRARY, NEITHER BUYER NOR ANY OF ITS AFFILIATES
(INCLUDING THE COMPANIES) SHALL BE OBLIGATED TO CONTINUE TO EMPLOY ANY
TRANSFERRED EMPLOYEE FOR ANY SPECIFIC PERIOD OF TIME FOLLOWING THE CLOSING DATE,
SUBJECT TO APPLICABLE LAW.
(B)
BUYER BENEFIT PLANS. FOR A PERIOD OF ONE YEAR COMMENCING ON THE
CLOSING DATE, BUYER SHALL PROVIDE THE TRANSFERRED EMPLOYEES WITH EMPLOYEE
BENEFITS, WHICH, WHEN TAKEN AS A WHOLE, WILL PROVIDE SUCH EMPLOYEES WITH A LEVEL
OF BENEFITS THAT IS SUBSTANTIALLY COMPARABLE TO THOSE BENEFITS PROVIDED UNDER
THE COMPANY PLANS IN EFFECT IMMEDIATELY PRIOR TO THE CLOSING DATE (WITHOUT
GIVING EFFECT TO ANY INCREASE MADE PURSUANT TO SECTION 7.4(B)(XIV)(B)) OR TO ANY
DEFINED BENEFIT PLAN OR ANY PLAN, PROGRAM OR ARRANGEMENT RELATING TO THE EQUITY
OF ANY BUYER GROUP MEMBER (OR ANY OTHER PERSON).
(C)
COMPANY PLANS. EXCEPT AS SET FORTH ON SCHEDULE 8.2(C) OR AS
OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT (COLLECTIVELY, THE "ASSUMED
PLAN LIABILITIES"), NEITHER BUYER NOR ANY OF ITS AFFILIATES SHALL ASSUME ANY
OBLIGATIONS UNDER OR