FOLLOWING THE CLOSING TO PREPARE
THE CLOSING BALANCE SHEET.
47
ARTICLE 7
BUYER COVENANTS
During the time period from the Agreement Date until the earlier to occur of
(a) the Closing or (b) the termination of this Agreement in accordance with the
provisions of Article 10, Buyer covenants and agrees with Seller as follows:
7.1
ADVICE OF CHANGES.
BUYER SHALL PROMPTLY
ADVISE SELLER IN WRITING OF (A) ANY EVENT OCCURRING SUBSEQUENT TO THE AGREEMENT
DATE THAT WOULD RENDER ANY REPRESENTATION OR WARRANTY OF BUYER CONTAINED IN
ARTICLE 5 UNTRUE OR INACCURATE SUCH THAT THE CONDITION SET FORTH IN SECTION 8.1
WOULD NOT BE SATISFIED OR (B) ANY BREACH OF ANY COVENANT OR OBLIGATION OF BUYER
PURSUANT TO THIS AGREEMENT OR ANY BUYER ANCILLARY AGREEMENT SUCH THAT THE
CONDITION SET FORTH IN SECTION 8.2 WOULD NOT BE SATISFIED.
7.2
REGULATORY APPROVALS.
BUYER SHALL PROMPTLY
EXECUTE AND FILE, OR JOIN IN THE EXECUTION AND FILING OF, ANY APPLICATION,
NOTIFICATION OR OTHER DOCUMENT THAT MAY BE NECESSARY IN ORDER TO OBTAIN THE
AUTHORIZATION, APPROVAL OR CONSENT OF ANY GOVERNMENTAL AUTHORITY, WHETHER
FOREIGN, FEDERAL, STATE, LOCAL OR MUNICIPAL, WHICH MAY BE REASONABLY REQUIRED IN
CONNECTION WITH THE CONSUMMATION OF THE ASSET PURCHASE AND THE OTHER
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, ANY BUYER ANCILLARY AGREEMENT.
BUYER SHALL USE DILIGENT EFFORTS TO OBTAIN ALL SUCH AUTHORIZATIONS, APPROVALS
AND CONSENTS AND SHALL PAY ANY ASSOCIATED FILING FEES PAYABLE BY BUYER WITH
RESPECT TO SUCH AUTHORIZATIONS, APPROVALS AND CONSENTS.
BUYER SHALL PROMPTLY
INFORM SELLER OF ANY MATERIAL COMMUNICATION BETWEEN BUYER AND ANY GOVERNMENTAL
AUTHORITY REGARDING ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
IF BUYER OR
ANY AFFILIATE OF BUYER RECEIVES ANY FORMAL OR INFORMAL REQUEST FOR SUPPLEMENTAL
INFORMATION OR DOCUMENTARY MATERIAL FROM ANY GOVERNMENTAL AUTHORITY WITH RESPECT
TO THE TRANSACTIONS CONTEMPLATED HEREBY, THEN BUYER SHALL MAKE, OR CAUSE TO BE
MADE, AS SOON AS REASONABLY PRACTICABLE, A RESPONSE IN COMPLIANCE WITH SUCH
REQUEST.
7.3
SATISFACTION OF CONDITIONS PRECEDENT.
BUYER
SHALL USE ITS REASONABLE BEST EFFORTS TO SATISFY OR CAUSE TO BE SATISFIED ALL OF
THE CONDITIONS PRECEDENT THAT ARE SET FORTH IN ARTICLE 9, AND BUYER SHALL USE
ITS REASONABLE BEST EFFORTS TO CAUSE THE ASSET PURCHASE AND THE OTHER
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT TO BE CONSUMMATED IN ACCORDANCE WITH
THE TERMS OF THIS AGREEMENT.
7.4
BUYER PLANS.
AS PROMPTLY AS REASONABLY
PRACTICABLE AFTER THE CLOSING, BUYER SHALL, OR SHALL CAUSE ITS SUBSIDIARIES TO,
ENROLL ALL TRANSFERRING EMPLOYEES IN BUYER'S EMPLOYEE BENEFIT PLANS (THE "BUYER
PLANS") SUBJECT TO SATISFACTION OF ELIGIBILITY STANDARDS THAT ARE APPLICABLE TO
SIMILARLY SITUATED EMPLOYEES OF BUYER ON SUBSTANTIALLY SIMILAR TERMS APPLICABLE
TO EMPLOYEES OF BUYER WHO ARE SIMILARLY SITUATED BASED ON LEVELS OF
RESPONSIBILITY.
BUYER SHALL RECOGNIZE THE PRIOR SERVICE WITH SELLER OR ITS
SUBSIDIARIES, AS APPLICABLE, OF EACH OF THE TRANSFERRING EMPLOYEES IN CONNECTION
WITH EACH OF THE BUYER PLANS FOR PURPOSES OF ELIGIBILITY AND LEVELS OF BENEFITS
(OTHER THAN LEVELS OF BENEFITS UNDER ANY "PENSION PLAN" WITHIN THE MEANING OF
SECTION 3(2) OF ERISA OR ANY RETIREE WELFARE PLAN).
NOTWITHSTANDING