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contained in this Agreement shall confer upon any Transferring Employee any right with respect to
<br /> employment or continued employment by Buyer,nor shall anything herein interfere with the right of Buyer
<br /> to terminate the employment of any Transferring Employee at any time, with or without cause, following
<br /> the effective date of his or her employment with Buyer, or restrict Buyer in the exercise of its independent
<br /> business judgment in modifying any of the terms and conditions of employment for any such Transferring
<br /> Employee. Each Seller and each of such Seller's ERISA affiliates shall comply with the provisions of the
<br /> Consolidated Omnibus Budget Reconciliation Act of 1985,as amended("COBRA"),as set forth in Section
<br /> 4980B of the Code and Part 6 of Title I of ERISA, with respect to any employee, former employee, or
<br /> beneficiary of any such employee or former employee who is covered under any group health plan, as
<br /> defined in Section 5000(b)(1) of the Code (a"Group Health Plan"), maintained by either Seller and any
<br /> of any Seller's ERISA affiliates as of the Closing Date or whose"qualifying event"within the meaning of
<br /> Section 4980B(f)of the Code occurs on or prior to the Closing Date,whether pursuant to the provisions of
<br /> COBRA or otherwise.
<br /> SECTION 7.02. Expenses. Except as otherwise provided in this Agreement,each party shall pay
<br /> its own expenses incident to this Agreement and the Transactions(including fees and expenses of brokers,
<br /> investment bankers, attorneys, and other advisors), whether or not the Transactions are consummated.
<br /> Unpaid ad valorem Taxes for the current year that are attributable to ownership of any of the Assets shall
<br /> be prorated among the parties, based on the number of days of ownership attributable to each during the
<br /> applicable Tax year. Buyer and Sellers shall each pay one half of all transfer, documentary, stamp,
<br /> recording, sales, or similar Taxes. Sellers shall pay all recording or filing fees related to the transfer of the
<br /> Owned Real Property, including the recording of the deed(s). Sellers shall timely execute and deliver to
<br /> Buyer such certificates or forms as may be necessary and appropriate for Buyer to establish an exemption
<br /> from (or otherwise reduce)such Taxes,to the extent reasonably requested by Buyer.
<br /> SECTION 7.03. Notices. All notices, consents, requests, instructions, approvals, and other
<br /> communications provided for herein shall be in writing and shall be deemed validly given,made,or served
<br /> if delivered personally or sent by certified mail, postage prepaid, or by overnight courier, or by email or
<br /> facsimile to the address set forth for the receiving party on the signature page hereto,or to such other address
<br /> as shall be furnished in writing by any party to the others in accordance with this Section 7.03 (any notice
<br /> given by email or facsimile to be also given by certified mail or overnight courier).
<br /> SECTION 7.04. Public Announcements. No party shall issue any press release or make any
<br /> public statement with respect to this Agreement or the Transactions without the prior written consent of the
<br /> other,except that(a)any party may make any disclosure required by applicable Laws(including securities
<br /> Laws) or stock exchange rules if it determines in good faith that it is required to do so, and (b) following
<br /> the Closing,routine notifications by Buyer to customers,suppliers,and others formerly doing business with
<br /> a Seller, or in possession of any Assets, will not constitute public statements for purposes of this Section
<br /> 7.04.
<br /> SECTION 7.05. Schedules and Exhibits. The Schedules and Exhibits hereto are hereby
<br /> incorporated into this Agreement and are hereby made a part hereof as if set out in full herein.
<br /> SECTION 7.06. Specific Performance. Each Seller acknowledges that the Assets and the
<br /> Business are unique and that Buyer will have no adequate remedy at law and may suffer irreparable damage
<br /> if any Seller or any Non-Compete Party breaches any covenant contained herein or fails to perform any of
<br /> such party's obligations under this Agreement,including the confidentiality obligations of Section 5.01 and
<br /> the restrictive obligations of Section 5.03. Accordingly, Sellers and each Non-Compete Party agrees that
<br /> Buyer shall have the right, in addition to any other rights which it may have,to specific performance and
<br /> equitable injunctive relief if such other party shall fail, or threaten to fail,to perform any obligations under
<br /> this Agreement. Each Seller and Non-Compete Party waives,to the maximum extent allowed by Law,any
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