TERMINATION OF THIS AGREEMENT.
THE TERMINATION FEE AND THE EXPENSE REIMBURSEMENT AMOUNT SHALL BE PAYABLE AS
ALLOWED ADMINISTRATIVE EXPENSES UNDER SECTIONS 503(B) AND 507(A) OF THE
BANKRUPTCY CODE AS MORE FULLY DESCRIBED IN THE BIDDING PROCEDURES.
PURCHASER'S
RECEIPT OF THE TERMINATION FEE AND/OR EXPENSE REIMBURSEMENT AMOUNT IN ACCORDANCE
WITH THE TERMS OF THIS SECTION 5.7 SHALL BE IN FULL SETTLEMENT AND SATISFACTION
OF ANY DAMAGES OF ANY KIND THAT PURCHASER MAY SUFFER AS A RESULT OF THE
TERMINATION OF THIS AGREEMENT OR A BREACH BY SELLER OF ITS OBLIGATIONS HEREUNDER
PRIOR TO CLOSING AND SHALL BE PURCHASER'S SOLE AND EXCLUSIVE REMEDY IN DAMAGES
FOR SELLER'S BREACH OF ITS OBLIGATIONS HEREUNDER PRIOR TO CLOSING.
5.8
NOTICE OF BIDS.
IF SELLER SHALL RECEIVE ANY OFFER, PROPOSAL OR
INQUIRY REGARDING THE ACQUISITION OF ALL OR ANY PORTION OF THE TRANSFERRED
ASSETS, SELLER SHALL WITHIN TWO (2) BUSINESS DAYS THEREAFTER: (A) NOTIFY
PURCHASER, IN WRITING, OF SUCH PROPOSAL OR OFFER, OR ANY INQUIRY OR CONTACT WITH
ANY PERSON WITH RESPECT THERETO, AND SHALL, IN ANY SUCH NOTICE TO PURCHASER
INDICATE IN REASONABLE DETAIL THE IDENTITY OF THE OFFEROR AND THE TERMS AND
CONDITIONS OF ANY PROPOSAL AND (B) AFTER ENTRY OF THE SALE ORDER, NOTIFY ANY
SUCH OFFEROR OF THE ENTRY OF THE SALE ORDER AND THE FACT THAT SELLER IS NEITHER
CONSIDERING NOR PERMITTED TO CONSIDER ANY SUCH PROPOSAL OR OFFER.
5.9
NO CREDIT BID.
SELLER SHALL USE COMMERCIALLY REASONABLE EFFORTS
TO CAUSE ITS SECURED LENDERS TO AGREE NOT TO CREDIT BID ANY OF THEIR CLAIMS
AGAINST ANY OFFER TO ACQUIRE THE TRANSFERRED ASSETS SUBMITTED BY PURCHASER.
5.10
EMPLOYEE MATTERS.
(A)
PRIOR TO THE CLOSING, PURCHASER SHALL OFFER TO ENTER INTO A
SEVERANCE AGREEMENT WITH DAVID G. YODER TO BECOME EFFECTIVE UPON THE
COMMENCEMENT OF HIS EMPLOYMENT WITH PURCHASER, WHICH AGREEMENT SHALL BE ON THE
SAME TERMS AND CONDITIONS AS OFFERED BY PURCHASER TO ITS EXECUTIVE OFFICERS OF A
SIMILAR LEVEL.
(B)
SECTION 5.10 OF THE DISCLOSURE SCHEDULE, WHICH PURCHASER SHALL
DELIVER NOT LATER THAN THE BUSINESS DAY PRIOR TO THE CLOSING, SHALL SET FORTH
THE LIST OF THE EMPLOYEES OF SELLER THAT ARE EXPECTED TO BECOME EMPLOYEES OF
PURCHASER OR ONE OF ITS AFFILIATES (THE "DESIGNATED EMPLOYEES").
SELLER SHALL
TERMINATE THE EMPLOYMENT OF ALL DESIGNATED EMPLOYEES TO WHOM PURCHASER OR ONE OF
ITS AFFILIATES OFFERS EMPLOYMENT IMMEDIATELY PRIOR TO THE CLOSING, AND SELLER
SHALL COOPERATE WITH AND USE COMMERCIALLY REASONABLE EFFORTS TO ASSIST PURCHASER
AND ITS AFFILIATES IN THEIR RESPECTIVE EFFORTS TO SECURE SATISFACTORY EMPLOYMENT
ARRANGEMENTS WITH THE DESIGNATED EMPLOYEES, INCLUDING PROVIDING PURCHASER WITH
ACCESS TO THE DESIGNATED EMPLOYEES FOR PURPOSES OF NEGOTIATING TERMS OF
EMPLOYMENT. NOTHING CONTAINED IN THIS AGREEMENT SHALL CONFER UPON ANY DESIGNATED
EMPLOYEE ANY RIGHT WITH RESPECT TO EMPLOYMENT, OR CONTINUANCE THEREOF, WITH
PURCHASER OR ONE OF ITS AFFILIATES, NOR SHALL ANYTHING HEREIN INTERFERE WITH THE
RIGHT OF PURCHASER AND ITS AFFILIATES TO TERMINATE THE EMPLOYMENT OF ANY OF THE
DESIGNATED EMPLOYEES AT ANY TIME, WITH OUR WITHOUT CAUSE AND WITH OR WITHOUT
PRIOR NOTICE, OR RESTRICT PURCHASER