GB Ltd and Buyer acknowledge that, under the labor Laws of France, the works council and the health and safety committee of Greatbatch France will need to be informed and consulted (the “Consultation Process”) in advance of any final decisions being taken with respect to the offer made by Buyer to acquire the Equity Interests of Greatbatch France.
GB Ltd has made available to Buyer a correct and complete copy of each agreement (as amended to the date of this Agreement) listed or required to be listed in Section 3.13(a) of the Disclosure Schedule and each other Designated Contract in effect on the date of this Agreement (the agreements listed (or required to be listed) in Section 3.13 of the Disclosure Schedule and all Leases the “Designated Contracts”, provided, however, that Leases are not required to be disclosed in response to any provision of Section 3.13(a)). Each Designated Contract is a valid, binding and enforceable obligation of GB Ltd., the applicable Acquired Company or the applicable Asset Seller, as the case may be, and, to Sellers’ Knowledge, of each other party thereto, except as the foregoing may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief, and other equitable remedies and those providing for equitable defenses. Except as set forth on Section 3.13(b) of the Disclosure Schedule, none of the Sellers or the Acquired Companies or, to Sellers’ Knowledge, any other party, is in material breach or material violation of, or material default under, any such Designated Contract; no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would result in a material breach, material violation or material default by the Sellers or the Acquired Companies or, to Sellers’ Knowledge, any other party, under any Designated Contract. Any agreements entered into between the date of this Agreement and the Closing that would have been required to be listed in Section 3.13(a) of the Disclosure Schedule had they been in effect on the date hereof shall be referred to herein as the “Subsequent Designated Contracts.” Each Subsequent Designated Contract will, on the Closing Date, be a valid, binding and enforceable obligation of GB Ltd., the applicable Acquired Company or the applicable Asset Seller, as the case may be, and, to Sellers’ Knowledge, of each other party thereto, except as the foregoing may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability...
GB Ltd has made available to Buyer, in the electronic data room maintained by GB Ltd. or otherwise, all environmental reports, site assessments and other documents relating to material environmental, health or safety liabilities with respect to the AS&O Business Properties, operations of the AS&O Business or the Acquired Companies which are in the possession or reasonable control of GB Ltd.
GB Ltd shall, and shall cause its Affiliates (including the Acquired Companies) to report, in a manner consistent with past practice, any Pre-Closing Event in accordance with the terms and conditions of the applicable Seller Insurance Arrangement to the relevant insurer before the Closing Date.
GB Ltd upon the request of Buyer, shall use commercially reasonable efforts, (i) prior to the Closing Date and for one (1) year thereafter, to (A) provide Buyer with information in the possession of GB Ltd. and its Affiliates (or reasonably available from their respective insurance brokers or insurers) to assist Buyer in establishing its own insurance arrangements for the AS&O Business, including procuring insurance policies to replace the coverage currently provided to the AS&O Business under any Seller Insurance Arrangement (such information to include identification of all incurred claims under the Seller Insurance Arrangements, including any workers compensation claims under self-insured deductibles) and (B) cooperate, and request the insurance brokers of GB Ltd. and its Affiliates to cooperate, with Buyer to negotiate and execute an assumption agreement with GB Ltd.’s workers compensation insurer (the “WC Insurer”) covering all the AS&O Business’ incurred and incurred but not reported workers compensation claims (the “Assumed WC Claims”) under the WC Insurer’s deductible program (the “Assumption Event”) and (ii) prior to the Closing Date and until all such Assumed WC Claims are fully resolved, to provide information that is in the possession of GB Ltd. and its Affiliates (or reasonably available from their respective insurance brokers or insurers) with respect to such Assumed WC Claims and make available personnel of GB Ltd. and its Affiliates who administered such Assumed WC Claims for questions and consultation. Following the Closing and until the Assumption Event, upon payment by GB Ltd. or one of its Affiliates to the WC Insurer with respect to any Assumed WC Claims, GB Ltd. shall provide written evidence of the payment of such Assumed WC Claims to Buyer and, upon receipt of such written evidence, Buyer shall promptly, but in any event within five (5) Business Days, pay GB Ltd. in cash, by wire transfer of immediately available funds to the account specified by GB Ltd., an amount equal to the amount of such payment.
