Prior to Closing Seller shall have caused the Acquired Company to effectuate a reduction in force to terminate the employment of the Terminated Employees (the "RIF"). Prior to the Closing, Seller shall have caused the Acquired Company to comply with all Laws applicable to the Acquired Company and related to the RIF, including but not limited to COBRA and the WARN Act. Seller shall assume all Liabilities associated with the RIF pursuant to the Assignment and Assumption Agreement (to the extent such Liabilities have not already been paid and/or discharged prior to Closing). 7.2.2 Xxxxx agrees to offer continued employment at Closing to all employees of the Acquired Company other than the Terminated Employees. Xxxxx agrees that it will not and will cause the Acquired Company not to terminate or materially alter the employment of any employee or service provider of the Acquired Company for ninety (90) days following the date on which the RIF is effectuated to the extent that such termination would constitute a covered "employment loss" under the WARN Act. Notwithstanding the foregoing, this Section 7.2.2 shall not prohibit the Acquired Company from terminating an Acquired Company Employee due to such employee's misconduct or violation of any Law. 7.3 Post-Closing Publicity. Following the Closing, no party shall make any public disclosure or comment regarding the specific terms of this Agreement (including any reference to Purchase Price) or the transactions contemplated herein without the prior approval of Buyer or Seller, as the case may be, which approval shall not be unreasonably withheld, conditioned or delayed, except as may be required by Law or by any Governmental Authority or the rules of any stock exchange or trading system or reasonably necessary to enforce any rights under this Agreement. Notwithstanding the foregoing, (i) each party hereto shall be entitled to disclose or comment to any Person that a transaction has been consummated, and (ii) nothing herein shall preclude communications or disclosures necessary to implement the provisions of this Agreement, and Buyer, Seller and their respective Affiliates may make such disclosures as each may consider necessary in order to satisfy their legal or contractual obligations to their lenders, equityholders, investors or other interested parties, or for general marketing purposes, without the prior written consent of Seller or Buyer, as the case may be. 7.4
COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3
Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing: