TO ARISE FROM OR IN
CONNECTION WITH ANY FACT, EVENT, CLAIM, INJURY OR CONDITION OCCURRING ON OR
PRIOR TO THE CLOSING DATE;
(III)
DUTIES, CONTRIBUTIONS AND LIABILITIES RELATING TO ANY CLAIMS FOR
NOTICE, PAY IN LIEU OF NOTICE, SEVERANCE PAY, VACATION PAY, BONUS, COMMISSIONS,
OVERTIME PAY, DEATH, DISABILITY OR OTHER HEALTH OR WELFARE OR FRINGE BENEFITS,
INCLUDING ANY BENEFIT OFFERED OR AVAILABLE UNDER ANY PLAN, PAYABLE AS A RESULT
OF FACTS, ACTIONS OR CONDITIONS OCCURRING ON OR PRIOR TO THE CLOSING DATE OR
WHICH ARE PROVIDED TO ANY PERSON WHO IS NOT AN ACTIVE EMPLOYEE (OR A DEPENDENT
THEREOF) OF THE COMPANY ON OR IMMEDIATELY PRIOR TO THE CLOSING DATE; AND
(IV)
CONTRIBUTIONS, PREMIUMS, DUTIES AND LIABILITIES RELATING TO THE
COMPANY'S OBLIGATION TO CONTRIBUTE TO ANY PLAN WITH RESPECT TO THE OPERATION OF
THE COMPANY'S BUSINESS ON OR PRIOR TO THE CLOSING DATE (REGARDLESS OF WHEN ANY
SUCH CONTRIBUTION IS REQUIRED TO BE MADE).
7.8
INSURANCE.
THE PARTIES ACKNOWLEDGE THAT INSURANCE COVERAGE APPLICABLE TO
THE BUSINESS FOR PERIODS PRIOR TO CLOSING IS MAINTAINED BY THE COMPANY AND,
EXCEPT AS OTHERWISE SET FORTH HEREIN, THE INSURANCE POLICIES GOVERNING SUCH
BUSINESS ARE NOT BEING TRANSFERRED TO BUYER AT CLOSING (THE POLICIES FOR THE
BENEFIT OF THE BUSINESS BUT NOT BEING TRANSFERRED TO BUYER, THE "RETAINED
POLICIES").
THE COMPANY COVENANTS AND AGREES THAT (I) IT SHALL MAINTAIN,
WITHOUT AMENDMENT OR MODIFICATION, THE RETAINED POLICIES (OR IF SUCH POLICIES
ARE TERMINATED, SUBSTANTIALLY EQUIVALENT POLICIES THAT COME INTO EFFECT
IMMEDIATELY UPON SUCH TERMINATION) FOR THE BENEFIT OF THE BUSINESS, WITH RESPECT
TO OCCURRENCES PRIOR TO THE CLOSING DATE, REGARDLESS OF WHETHER CLAIMS ARE
BROUGHT PRIOR TO OR AFTER THE CLOSING DATE; (II) PRIOR TO CLOSING, THE COMPANY
SHALL GIVE NOTICE TO THE INSURERS UNDER THE RETAINED POLICIES AND OTHER POLICIES
OF EACH CLAIM THEN PENDING OR THREATENED WITH RESPECT TO ANY OF THE PURCHASED
ASSETS OR THE BUSINESS WHICH THEY REASONABLY EXPECT TO EXCEED 50% OF THE
APPLICABLE DEDUCTIBLE OR OTHER LOSS RETENTION FEATURE OF THE RETAINED POLICIES;
(III) BUYER WILL, WITH RESPECT TO THE PURCHASED ASSETS AND THE BUSINESS, BE
PROVIDED FULL COVERAGE UNDER THE RETAINED POLICIES AFTER THE CLOSING (SUBJECT
ONLY TO DEDUCTIBLES, SELF-INSURED RETENTIONS AND POLICY LIMITS THEREOF SET FORTH
ON SCHEDULE 4.18), WITH RESPECT TO OCCURRENCES PRIOR TO THE CLOSING, REGARDLESS
OF WHETHER CLAIMS ARE BROUGHT PRIOR TO OR AFTER THE CLOSING; (IV) AFTER CLOSING,
BUYER WILL HAVE THE RIGHT TO BRING CLAIMS (WHENEVER BROUGHT) AS A DIRECT INSURED
PARTY UNDER THE RETAINED POLICIES FOR ALL OCCURRENCES THAT RELATE TO ACTIONS,
EVENTS, CONDITIONS AND/OR OPERATIONS OF THE PURCHASED ASSETS AND THE BUSINESS
PRIOR TO AND ON THE CLOSING DATE WITHIN THE SCOPE OF THE RETAINED POLICIES; AND
(V) THE COMPANY SHALL CAUSE BUYER TO BE AN "ADDITIONAL NAMED INSURED" UNDER EACH
RETAINED POLICY AND SHALL ENSURE THAT BUYER WILL, IN SUCH CAPACITY, HAVE THE
SAME COVERAGE UNDER SUCH INSURANCE AFTER THE CLOSING AS EXISTED FOR THE
PURCHASED ASSETS AND THE BUSINESS PRIOR TO CLOSING.
THE COMPANY WILL BE
RESPONSIBLE FOR SATISFYING