IX. OTHER COVENANTS
9.1. Employee Matters.
(a) General. Except as expressly set forth in Section
4.1, Seller will retain all liabilities and obligations of Seller in respect of
all Employees and former Employees and any future employees of Seller,
including liabilities and obligations under the Employee Plans and applicable
Laws. Without limiting the generality or effect of the foregoing or of Section
4.2, except as expressly set forth in Section 4.1, Purchaser will have no
liability or obligation whatsoever under the Employee Plans.
(b) Actions by Seller. Seller will offer to all
employees of the Businesses at the time of the Closing the right to continue
their coverage under Seller's group health plan(s) (as defined in Section
5000(b)(1) of the Code), such offers to be made in accordance with the
continuation coverage requirements of Part 6 of Subtitle B of Title I of ERISA
and Section 4980B of the Code.
(c) Employee Communications. Prior to the Closing, upon
reasonable prior notice to Seller and subject to such limitations as Seller may
reasonably require, Purchasers may communicate with any of the Employees of
Seller currently employed in the Businesses.
(d) Employee Information. Except as otherwise prohibited by
Law, Seller will provide to Purchasers, in a timely manner, any information
that Purchasers may reasonably request with respect to any Employee, his or her
employment with and compensation from Seller and his or her rights or benefits
under any Employee Plan and any personnel policy of Seller relating to the
9.2. Certain Tax Matters. (a) Except to the extent specified in
Section 10.2, any sales, use, transfer, stamp, conveyance, value added or other
similar Taxes that may be imposed by any Governmental Entity with respect to
the purchase and sale of the Purchased Assets, or otherwise on account of this
Agreement or the transactions contemplated hereby, will be borne by Seller.
Seller will indemnify Purchasers against any Liability, direct or indirect, for
any Taxes imposed on Purchasers with respect to the Purchased Assets that are
attributable to any taxable periods ending on or prior to the Closing Date or
with respect to the allocable portion of any taxable period that includes but
does not end on the Closing Date. Purchasers will jointly and severally
indemnify Seller against any Liability, direct or indirect, for any Taxes
imposed upon Seller with respect to the Purchased Assets that are attributable
to any taxable periods commencing following the