Common use of Assumption of Plans Clause in Contracts

Assumption of Plans. (a) Effective as of the Closing Date, the Buyer shall assume the Sellers' post-retirement welfare benefit plans solely with respect to Transferred Employees and the former employees of the Fastener Business (which former employees are listed on Schedule 6.2(a)). The Sellers shall continue to provide all administrative services, at the Buyer's expense, with respect to the benefit obligations assumed by the Buyer pursuant to this Section 6.2(a) through December 31, 2003. With respect to the Sellers' provision of administrative services pursuant to this Section 6.2(a), the Sellers shall deliver to the Buyer on a monthly basis, an invoice reflecting the costs actually incurred by the Sellers with respect to their provisions of such services. The Buyer shall pay the Sellers the amount indicated in such invoice within ten business days following receipt of such invoice. Nothing herein shall limit the right of the Buyer, following the Closing Date, to amend or terminate the programs under which such benefits are provided, subject to applicable Law. (b) The Parent shall retain each of its pension plans (whether or not qualified) ("Parent Pension Plans") and shall retain and be responsible for, and the Sellers shall indemnify and hold harmless the Buyer against, any and all Damages with respect to, any Parent Pension Plan and any benefits under such plan to which any Transferred Employee or any former employee of the Fastener Business is currently entitled or may become entitled after the Effective Time. The Buyer shall provide such information as the Sellers or their designee may reasonably request, from time to time, in connection with the administration of the Parent Pension Plans. (i) The Sellers shall retain and be responsible for all liabilities and obligations, and the Sellers shall indemnify and hold harmless the Buyer against any and all Damages, arising or related to any employment, change of control or severance contract (including all payments thereunder) between the Sellers and any Fastener Business Employee including, but not limited to, those set forth on Schedule 6.2(c)(i). Following the Closing, the Buyer agrees to make available an aggregate amount equal to $5,000,000 for payments to a group of Fastener Business Employees identified on Schedule 6.2(c)(ii) (the "Payment Pool"). As promptly as possible following the date of this Agreement, representatives of the Buyer and representatives of the Seller shall enter into good faith discussions regarding the allocation of the Payment Pool among the individuals identified on Schedule 6.2(c)(ii); provided, however, the Buyer shall have the right in its sole discretion to determine the specific Fastener Business Employees to receive any such payment and the amount of such payment; and provided, further, that any Fastener Business Employee who does not receive a payment from the Buyer pursuant to this Section 6.2(c) may be retained as an employee of the Sellers following the Closing. The Sellers must provide the Buyer with written notice of those Fastener Business Employees the Sellers intend to retain pursuant to this Section 6.2(c) at least five business days prior to the Closing Date. (ii) In the event the amount of money allocated from the Payment Pool to any Fastener Business Employee set forth on Schedule 6.2(c)(ii) is less than the aggregate amount of the change of control, stay pay and other retention payments payable to such employee under his contract with the Fastener Business, the Parent shall pay such difference to the Fastener Business Employee in accordance with the terms of such person's contract, and the Buyer shall have no obligation with respect to any such change of control, stay pay and other retention payments. In the event that any Fastener Business Employee set forth on Schedule 6.2(c)(i) becomes a Transferred Employee and such Transferred Employee remains employed with the Buyer for a period of six months following the Closing Date, the Buyer agrees to pay such employee the amount of the severance obligations in accordance with the terms of such Employee's employment agreement. In the event that any Fastener Business Employee set forth on Schedule 6.2(e)(i) becomes a Transferred Employee and such Transferred Employee is terminated by the Buyer prior to the sixth month anniversary of the Closing Date, (a) the Sellers shall remain fully liable for payment of the full amount of such employee's severance payments under his employment agreement and (b) the Buyer shall not rehire such terminated Transferred Employee as an employee or a consultant for a two year period following such employee's date of termination. (d) The Sellers shall be fully responsible for the payment of any benefits due any Transferred Employee under any Plan of the Sellers or their respective Affiliates and each Individual Agreement to which the Sellers or their respective Affiliates are a party in the nature of interim benefits to motivate the Fastener Business Employees to become Transferred Employees, including any payments made pursuant to a retention contract or other retention bonus arrangement but the Seller may use the Payment Pool to satisfy its obligations to pay such benefits due to the Transferred Employees. (e) The Sellers shall be fully responsible for any benefits in the nature of severance pay due to any Fastener Business Employee under any Plan or Individual Agreement who does not accept an offer of employment described in Section 6.1(a) hereof. The severance benefits provided by the Buyer to any Transferred Employee who is based in the United States (each, a "Transferred U.S. Employee") whose employment with the Buyer is involuntarily terminated (other than for cause) by the Buyer or a Buyer subsidiary within twelve months following the Effective Time shall not be less favorable than the severance benefits set forth on Schedule 6.2(e) (which are the benefits that a Fastener Business Employee would have been entitled to had his or her employment been terminated by the Sellers or any subsidiaries of the Sellers (as the case may be) immediately prior to the Effective Time). (f) To the extent that any obligations might arise under WARN, 29 U.S.C. Section 2101 et seq., or under any similar provision of any Law (hereinafter referred to collectively as "WARN Obligations") as a consequence of the transactions contemplated by this Agreement, the Sellers shall be responsible for any WARN Obligations arising as a result of any employment losses occurring prior to the Effective Time, and the Buyer shall be responsible for any WARN Obligations arising as a result of any employment losses occurring on or after the Effective Time. At the Closing Date, the Sellers will deliver to the Buyer a list reflecting the number of Fastener Business Employees who suffered an employment loss during the ninety day period prior to the Closing. (g) Effective as of the Effective Time, each Transferred Employee shall not be eligible to make contributions (or have contributions made on his behalf) to the Sellers' defined contribution plans (the "Parent DC Plans"), other than contributions payable for periods prior to the Closing Date which have not been remitted as of the Closing Date. The Sellers shall cause each Transferred Employee to be fully vested in such Transferred Employees account balance in the Parent DC Plan in which such Transferred Employee participates as of the Closing Date. The Buyer shall establish or designate one or more defined contribution plans in which Transferred U.S. Employees shall be eligible to participate as soon as practicable after the Closing Date (the "Buyer DC Plans"). Each Transferred Employee shall be permitted to receive a distribution of such Transferred Employee's full account balance from the Parent DC Plans or have such distribution "rolled over" in cash to an eligible retirement plan (including the Buyer DC Plan), as soon as practicable after the Closing Date. (h) Effective as of the Effective Time, each Transferred U.S. Employee shall cease to accrue additional benefits under Sellers' defined benefit pension plans listed on Schedule 6.2(h) (the "Parent DB Plans"). Each Transferred U.S. Employee shall be permitted to receive a distribution of such Transferred U.S. Employee's accrued benefit, actuarially adjusted for commencement before normal retirement age, in accordance with the terms of the applicable Plan from the Parent DB Plan in which such Transferred U.S. Employee participates as of the Closing Date, as soon as practicable after the Closing Date. As soon as practicable (but not later than six months) after the Closing Date, the Buyer shall establish or designate one or more defined benefit pension plans to cover those Transferred U.S. Employees who, immediately prior to the Effective Time, participated in any Parent DB Plan, effective as of the Closing Date (the "Buyer DB Plans"). (i) The Sellers shall be responsible for and pay any and all workers' compensation and other similar statutory claims asserted by or with respect to any Transferred Employees in respect of any injury or other compensable event or occupational illness or disease which occurred or is attributable to any event, state of facts or condition which existed or occurred in whole on or before the Closing Date. The Buyer shall be responsible for and pay any and all workers' compensation and other similar statutory claims asserted by or with respect to any Transferred Employees hired by the Buyer in respect of any injury or other compensable event or occupational illness or disease which occurred or is attributable to any event, state of facts or condition which existed or occurred in whole after the Closing Date. If any such injury or other compensable event or occupational illness or disease of a Transferred Employee who is employed by the Sellers before the Closing Date and by the Buyer after the Closing Date is attributable in part to causes occurring before the Closing Date and in part to causes after the Closing Date and is the basis of a workers' compensation or other similar statutory claim, the liability for any such claims shall be shared by the Sellers and the Buyer in the proportion of the periods of exposure in respect of the occupational illness or disease of such Transferred Employee which occurred before the Closing Date and that which occurred after the Closing Date except for California employees. For Transferred Employees working in California, if any such injury or other comparable event or occupational illness or disease of a Transferred Employee who is employed by the Sellers before the Closing Date and by the Buyer after the Closing Date is attributable in part to causes occurring before the Closing Date and in part to causes occurring after the Closing Date and is the basis of a workers' compensation or other similar statutory claim, the liability for any such claims shall be shared by the Sellers and the Buyer in the proportion of the periods of exposure as would be taken into account under the applicable provisions of the California Labor Code in respect of the occupational illness or disease of such Transferred Employee which occurred before the Closing Date and that which occurred after the Closing Date. If the Buyer pays or is otherwise held responsible for the Sellers' allocated portion of any workers' compensation or other similar statutory claim, the Sellers will reimburse the Buyer for such portion paid by the Buyer. The Buyer's obligations under this Section 6.2(i) shall not preclude the Buyer's right to indemnification under Article XI for any breach of any representation or warranty made by the Sellers in this Agreement.

Assumption of Plans. Subject to the provisions of this Section 6.03 and the other sections of this Article VI, Seller shall transfer, assign and convey to Purchaser, and Purchaser shall assume and succeed to all of Sellers’ rights, interest, title and Liabilities (aother than workers compensation claims retained by Sellers pursuant to Section 2.02(b)(vi), severance Liabilities retained by Sellers pursuant to Section 2.02(b)(vii), and welfare benefit Liabilities incurred prior to the Closing Date and retained by Sellers pursuant to Section 6.05 with respect to, all of the Transferred Plans. As used herein, “Transferred Plans” shall mean all of the Plans (including without limitation Seller’s tax-qualified retirement plans and all trust agreements, funding vehicles, investment contracts, insurance policies. administration agreements and similar arrangements in connection therewith) Effective other than the Retained Plans. As used herein, “Retained Plans” shall mean the Plans listed in Section 6.03 of the Disclosure Schedule. Without limiting the generality of the foregoing, (i) effective as of the Closing Date, the Buyer Purchaser shall assume the Sellers' post-retirement welfare benefit plans solely with respect to Transferred Employees and the former employees sponsorship of the Fastener Business (which former employees are listed on Schedule 6.2(a)). The Sellers shall continue to provide all administrative services, at the Buyer's expense, with respect Transferred Plans except to the benefit obligations assumed by the Buyer pursuant to this extent provided in Section 6.2(a) through December 316.07, 2003. With respect to the Sellers' provision of administrative services pursuant to this Section 6.2(a), the Sellers shall deliver to the Buyer on a monthly basis, an invoice reflecting the costs actually incurred by the Sellers with respect to their provisions of such services. The Buyer shall pay the Sellers the amount indicated in such invoice within ten business days following receipt of such invoice. Nothing herein shall limit the right of the Buyer, following the Closing Date, to amend or terminate the programs under which such benefits are provided, subject to applicable Law. (b) The Parent shall retain each of its pension plans (whether or not qualified) ("Parent Pension Plans") and shall retain and be responsible for, and the Sellers shall indemnify hold Seller and hold Seller’s Affiliates harmless the Buyer from and against, any and all Damages Liabilities and claims with respect to, any Parent Pension Plan and any benefits under such plan to which any the Transferred Employee or any former employee of the Fastener Business is currently entitled or may become entitled after the Effective Time. The Buyer shall provide such information as the Plans other than those Liabilities specifically retained by Sellers or their designee may reasonably request, from time to time, in connection with the administration of the Parent Pension Plans. (i) The Sellers shall retain and be responsible for all liabilities and obligations, and the Sellers shall indemnify and hold harmless the Buyer against any and all Damages, arising or related to any employment, change of control or severance contract (including all payments thereunder) between the Sellers and any Fastener Business Employee including, but not limited to, those set forth on Schedule 6.2(c)(i). Following the Closing, the Buyer agrees to make available an aggregate amount equal to $5,000,000 for payments to a group of Fastener Business Employees identified on Schedule 6.2(c)(ii) (the "Payment Pool"). As promptly as possible following the date of this Agreement, representatives of the Buyer and representatives of the Seller shall enter into good faith discussions regarding the allocation of the Payment Pool among the individuals identified on Schedule 6.2(c)(ii); provided, however, the Buyer shall have the right in its sole discretion to determine the specific Fastener Business Employees to receive any such payment and the amount of such payment; and provided, further, that any Fastener Business Employee who does not receive a payment from the Buyer pursuant to this Article VI or Section 6.2(c) may be retained as an employee of the Sellers following the Closing. The Sellers must provide the Buyer with written notice of those Fastener Business Employees the Sellers intend to retain pursuant to this Section 6.2(c) at least five business days prior to the Closing Date. 2.02(b); (ii) In the event the amount of money allocated from the Payment Pool to any Fastener Business Employee set forth on Schedule 6.2(c)(ii) is less than the aggregate amount of the change of control, stay pay and other retention payments payable to such employee under his contract with the Fastener Business, the Parent shall pay such difference to the Fastener Business Employee in accordance with the terms of such person's contract, and the Buyer shall have no obligation with respect to any such change of control, stay pay and other retention payments. In the event that any Fastener Business Employee set forth on Schedule 6.2(c)(i) becomes a Transferred Employee and such Transferred Employee remains employed with the Buyer for a period of six months following the Closing Date, the Buyer agrees to pay such employee the amount of the severance obligations in accordance with the terms of such Employee's employment agreement. In the event that any Fastener Business Employee set forth on Schedule 6.2(e)(i) becomes a Transferred Employee and such Transferred Employee is terminated by the Buyer prior to the sixth month anniversary of the Closing Date, (a) the Sellers shall remain fully liable for payment of the full amount of such employee's severance payments under his employment agreement and (b) the Buyer shall not rehire such terminated Transferred Employee as an employee or a consultant for a two year period following such employee's date of termination. (d) The Sellers shall be fully responsible for the payment of any benefits due any Transferred Employee under any Plan of the Sellers or their respective Affiliates and each Individual Agreement to which the Sellers or their respective Affiliates are a party in the nature of interim benefits to motivate the Fastener Business Employees to become Transferred Employees, including any payments made pursuant to a retention contract or other retention bonus arrangement but the Seller may use the Payment Pool to satisfy its obligations to pay such benefits due to the Transferred Employees. (e) The Sellers shall be fully responsible for any benefits in the nature of severance pay due to any Fastener Business Employee under any Plan or Individual Agreement who does not accept an offer of employment described in Section 6.1(a) hereof. The severance benefits provided by the Buyer to any Transferred Employee who is based in the United States (each, a "Transferred U.S. Employee") whose employment with the Buyer is involuntarily terminated (other than for cause) by the Buyer or a Buyer subsidiary within twelve months following the Effective Time shall not be less favorable than the severance benefits set forth on Schedule 6.2(e) (which are the benefits that a Fastener Business Employee would have been entitled to had his or her employment been terminated by the Sellers or any subsidiaries of the Sellers (as the case may be) immediately prior to the Effective Time). (f) To the extent that any obligations might arise under WARN, 29 U.S.C. Section 2101 et seq., or under any similar provision of any Law (hereinafter referred to collectively as "WARN Obligations") as a consequence of the transactions contemplated by this Agreement, the Sellers shall be responsible for any WARN Obligations arising as a result of any employment losses occurring prior to the Effective Time, and the Buyer shall be responsible for any WARN Obligations arising as a result of any employment losses occurring on or after the Effective Time. At the Closing Date, the Sellers will deliver to the Buyer a list reflecting the number of Fastener Business Employees who suffered an employment loss during the ninety day period prior to the Closing. (g) Effective as of the Effective Time, each Transferred Employee shall not be eligible to make contributions (or have contributions made on his behalf) to the Sellers' defined contribution plans (the "Parent DC Plans"), other than contributions payable for periods prior to the Closing Date which have not been remitted as of the Closing Date. The Sellers shall cause each Transferred Employee to be fully vested in such Transferred Employees account balance in the Parent DC Plan in which such Transferred Employee participates as of the Closing Date. The Buyer shall establish or designate one or more defined contribution plans in which Transferred U.S. Employees shall be eligible to participate as soon as practicable after the Closing Date (the "Buyer DC Plans"). Each Transferred Employee shall be permitted to receive a distribution of such Transferred Employee's full account balance from the Parent DC Plans or have such distribution "rolled over" in cash to an eligible retirement plan (including the Buyer DC Plan), as soon as practicable after the Closing Date. (h) Effective as of the Effective Time, each Transferred U.S. Employee shall cease to accrue additional benefits under Sellers' defined benefit pension plans listed on Schedule 6.2(h) (the "Parent DB Plans"). Each Transferred U.S. Employee shall be permitted to receive a distribution of such Transferred U.S. Employee's accrued benefit, actuarially adjusted for commencement before normal retirement age, in accordance with the terms of the applicable Plan from the Parent DB Plan in which such Transferred U.S. Employee participates effective as of the Closing Date, as soon as practicable after the Closing Date. As soon as practicable (but not later than six months) after the Closing Date, the Buyer shall establish or designate one or more defined benefit pension plans to cover those Transferred U.S. Employees who, immediately prior to the Effective Time, participated in any Parent DB Plan, effective as upon Purchaser’s assumption of sponsorship of the Closing Date (the "Buyer DB Transferred Plans"). (i) The Sellers shall be responsible for and pay any and , all workers' compensation and other similar statutory claims asserted by or trusts holding assets with respect to any Transferred Employees in respect of any injury or other compensable event or occupational illness or disease which occurred or is attributable to any event, state of facts or condition which existed or occurred in whole on or before the Closing Date. The Buyer such plans shall be responsible for assumed by Purchaser; (iii) Seller and pay any Purchaser shall take all necessary actions, including the execution of amendments to the respective Transferred Plans and corresponding trusts, to effectuate the foregoing provisions; and (iv) Seller, Purchaser and their respective Affiliates shall cooperate in the preparation and filing of all workers' compensation and other similar statutory claims asserted by or documentation required to be filed with respect to any Transferred Employees hired by the Buyer in respect of any injury or other compensable event or occupational illness or disease which occurred or is attributable to any event, state of facts or condition which existed or occurred in whole after the Closing Date. If any such injury or other compensable event or occupational illness or disease of a Transferred Employee who is employed by the Sellers before the Closing Date and by the Buyer after the Closing Date is attributable in part to causes occurring before the Closing Date and in part to causes after the Closing Date and is the basis of a workers' compensation or other similar statutory claimIRS, the liability for any such claims shall be shared by the Sellers and the Buyer in the proportion Department of the periods of exposure in respect of the occupational illness or disease of such Transferred Employee which occurred before the Closing Date and that which occurred after the Closing Date except for California employees. For Transferred Employees working in California, if any such injury or other comparable event or occupational illness or disease of a Transferred Employee who is employed by the Sellers before the Closing Date and by the Buyer after the Closing Date is attributable in part to causes occurring before the Closing Date and in part to causes occurring after the Closing Date and is the basis of a workers' compensation or other similar statutory claimLabor, the liability for Pension Benefit Guaranty Corporation or any such claims shall be shared by the Sellers and the Buyer in the proportion of the periods of exposure as would be taken into account under the applicable provisions of the California Labor Code in respect of the occupational illness or disease of such Transferred Employee which occurred before the Closing Date and that which occurred after the Closing Date. If the Buyer pays or is otherwise held responsible for the Sellers' allocated portion of any workers' compensation or other similar statutory claim, the Sellers will reimburse the Buyer for such portion paid by the Buyer. The Buyer's obligations under this Section 6.2(i) shall not preclude the Buyer's right to indemnification under Article XI for any breach of any representation or warranty made by the Sellers in this Agreement.Governmental Agency with

Assumption of Plans. (a) Effective as of the Closing DateEffective Time, the Buyer shall assume establish or designate a defined contribution plan and trust intended to qualify under Section 401(a) and Section 501(a) of the Sellers' post-retirement welfare benefit plans solely with respect to Transferred Employees Code (the "Buyer Savings Plan"). As soon as practicable following the receipt by Seller of a favorable determination letter from the Internal Revenue Service (the "IRS") regarding the qualified status of the Buyer Savings Plan and the former employees receipt by Buyer of a favorable determination letter from the IRS regarding the qualified status of the Fastener Business (which former employees are listed on Schedule 6.2(a)). The Sellers ESPRIT Plan, the Seller shall continue direct the trustee of the ESPRIT Plan to provide all administrative servicestransfer, at the Buyer's expense, with respect to the benefit obligations assumed by trustee of the Buyer pursuant Savings Plan, as of the Effective Time, in a lump sum, the cash value of the account balances under the ESPRIT Plan in respect of Transferred Employees. Upon such transfer, the Buyer Savings Plan shall assume liability to this Section 6.2(a) through December 31pay benefits in the amounts so transferred, 2003. With respect as such amounts may be increased or decreased thereafter, in accordance with and subject to the Sellers' provision provisions of administrative services pursuant the Buyer Savings Plan. Prior to the date of the transfer of the cash value of account balances as contemplated by this Section 6.2(a), the Sellers Seller shall deliver contribute to the Buyer on trustee of the ESPRIT Plan an amount equal to 10% of the aggregate Compensation (as defined in the ESPRIT Plan and prorated for such portion of the ESPRIT Plan year preceding the Effective Time) of each Transferred Employee who is a monthly basisparticipant in the ESPRIT Plan as of immediately prior to the Effective Time. Pending such transfer, an invoice reflecting the costs actually incurred by Transferred Employees shall have all of the Sellers same rights, features and options with respect to their provisions of account balances in the ESPRIT Plan as active employees under such servicesplan(s) except for the right to additional contributions. The Buyer parties shall pay cooperate in the Sellers the amount indicated in such invoice within ten business days following receipt of such invoice. Nothing herein shall limit the right filing of the Buyerdocuments required by the transfer of assets and liabilities described herein. Notwithstanding anything contained herein to the contrary, no such transfer shall take place until the 31st day following the Closing Date, filing of all required Forms 5310-A in connection therewith. Subject to amend or terminate the programs under which such benefits are provided, subject confirmation that this form is required to applicable Lawbe filed. (b) The Parent shall retain each of its pension plans (whether or not qualified) ("Parent Pension Plans") and Seller shall retain and be responsible for, and the Sellers Seller shall indemnify and hold harmless the Buyer against, any and all Damages claims, losses, damages, costs and expenses with respect to, any Parent Pension Plan and any to post-retirement welfare benefits under such plan to which any Transferred Employee or any former employee of the Fastener Nonwovens Business is currently entitled or may become entitled after the Effective TimeTime under the Seller's post-retirement welfare benefit program. The Buyer shall provide such information as the Sellers Seller or their its designee may reasonably request, from time to time, in connection with the administration of the Parent Pension PlansSeller's post-retirement welfare benefit program. (ic) The Sellers Buyer shall retain and be responsible for assume all liabilities and obligations, and obligations of the Sellers shall indemnify and hold harmless Seller with respect to the Buyer against any and all Damages, Nonwovens Employees arising or related to any employment, change of control or severance contract under (including all payments thereunderi) between the Sellers and any Fastener Business Employee including, but not limited to, those set forth on Dexter Corporation Special Severance Plan (as such plan has been modified by employee communications described in Schedule 6.2(c)(i). Following ), except for the Closingliabilities arising under Sections 2(e) and 2(f) of such plan, (ii) the Buyer agrees to make available an aggregate amount equal to $5,000,000 for payments to a group of Fastener Business Employees identified on pay-to-stay arrangements described in Schedule 6.2(c)(ii) and (iii) the severance agreements (described in Schedule 6.2(c)(iii)) to provide continuation of "Payment Pool"). As promptly Employee Benefits" that are welfare benefits as possible following the date of this Agreement, representatives of the Buyer and representatives of the Seller shall enter into good faith discussions regarding the allocation of the Payment Pool among the individuals identified on Schedule 6.2(c)(ii); provided, however, the Buyer shall have the right described in its sole discretion to determine the specific Fastener Business Employees to receive any such payment and the amount of such payment; and provided, further, that any Fastener Business Employee who does not receive a payment from the Buyer pursuant to this Section 6.2(c4(a)(ii) may be retained as an employee of the Sellers following the Closing. The Sellers must provide the Buyer with written notice of those Fastener Business Employees the Sellers intend to retain pursuant to this Section 6.2(c) at least five business days prior to the Closing Date. (ii) In the event the amount of money allocated from the Payment Pool to any Fastener Business Employee set forth on Schedule 6.2(c)(ii) is less than the aggregate amount of the change of control, stay pay and other retention payments payable to such employee under his contract with the Fastener Business, the Parent shall pay such difference to the Fastener Business Employee in accordance with the terms of such person's contract, and the Buyer shall have no obligation with respect to any such change of control, stay pay and other retention payments. In the event that any Fastener Business Employee set forth on Schedule 6.2(c)(i) becomes a Transferred Employee and such Transferred Employee remains employed with the Buyer for a period of six months following the Closing Date, the Buyer agrees to pay such employee the amount of the severance obligations in accordance with the terms of such Employee's employment agreement. In the event that any Fastener Business Employee set forth on Schedule 6.2(e)(i) becomes a Transferred Employee and such Transferred Employee is terminated by the Buyer prior to the sixth month anniversary of the Closing Date, (a) the Sellers shall remain fully liable for payment of the full amount of such employee's severance payments under his employment agreement and (b) the Buyer shall not rehire such terminated Transferred Employee as an employee or a consultant for a two year period following such employee's date of terminationagreements. (d) The Sellers shall be fully responsible for the payment of any benefits due any Transferred Employee under any Plan of the Sellers or their respective Affiliates and each Individual Agreement to which the Sellers or their respective Affiliates are a party in the nature of interim benefits to motivate the Fastener Business Employees to become Transferred Employees, including any payments made pursuant to a retention contract or other retention bonus arrangement but the Seller may use the Payment Pool to satisfy its obligations to pay such benefits due to the Transferred Employees. (e) The Sellers shall be fully responsible for any benefits in the nature of severance pay due to any Fastener Business Employee under any Plan or Individual Agreement who does not accept an offer of employment described in Section 6.1(a) hereof. The severance benefits provided by the Buyer to any Transferred Employee who is based in the United States (each, a "Transferred U.S. Employee") whose employment with the Buyer is involuntarily terminated (other than for cause) by the Buyer or a Buyer subsidiary within twelve months following the Effective Time shall not be less favorable than the severance benefits set forth on Schedule 6.2(e) (which are the benefits that a Fastener Business Employee would have been entitled to had his or her employment been terminated by the Sellers or any subsidiaries of the Sellers (as the case may be) immediately prior to the Effective Time). (f) To the extent that any obligations might arise under WARN, 29 U.S.C. Section 2101 et seq., or under any similar provision of any Law (hereinafter referred to collectively as "WARN Obligations") as a consequence of the transactions contemplated by this Agreement, the Sellers shall be responsible for any WARN Obligations arising as a result of any employment losses occurring prior to the Effective Time, and the Buyer shall be responsible for any WARN Obligations arising as a result of any employment losses occurring on or after the Effective Time. At the Closing Date, the Sellers will deliver to the Buyer a list reflecting the number of Fastener Business Employees who suffered an employment loss during the ninety day period prior to the Closing. (g) Effective as of the Effective Time, each Transferred Employee shall not be eligible to make contributions (or have contributions made on his behalf) to the Sellers' defined contribution plans (the "Parent DC Plans"), other than contributions payable for periods prior to the Closing Date which have not been remitted as of the Closing Date. The Sellers shall cause each Transferred Employee to be fully vested in such Transferred Employees account balance in the Parent DC Plan in which such Transferred Employee participates as of the Closing Date. The Buyer shall establish or designate one or more defined contribution plans in which Transferred U.S. Employees shall be eligible to participate as soon as practicable after the Closing Date (the "Buyer DC Plans"). Each Transferred Employee shall be permitted to receive a distribution of such Transferred Employee's full account balance from the Parent DC Plans or have such distribution "rolled over" in cash to an eligible retirement plan (including the Buyer DC Plan), as soon as practicable after the Closing Date. (h) Effective as of the Effective Time, each Transferred U.S. Employee shall cease to accrue additional benefits under Sellers' defined benefit pension plans listed on Schedule 6.2(h) (the "Parent DB Plans"). Each Transferred U.S. Employee shall be permitted to receive a distribution of such Transferred U.S. Employee's accrued benefit, actuarially adjusted for commencement before normal retirement age, in accordance with the terms of the applicable Plan from the Parent DB Plan in which such Transferred U.S. Employee participates as of the Closing Date, as soon as practicable after the Closing Date. As soon as practicable (but not later than six months) after the Closing Date, the Buyer shall establish or designate one or more defined benefit pension plans to cover those Transferred U.S. Employees who, immediately prior to the Effective Time, participated in any Parent DB Plan, effective as of the Closing Date (the "Buyer DB Plans"). (i) The Sellers shall be responsible for and pay any and all workers' compensation and other similar statutory claims asserted by or with respect to any Transferred Employees in respect of any injury or other compensable event or occupational illness or disease which occurred or is attributable to any event, state of facts or condition which existed or occurred in whole on or before the Closing Date. The Buyer shall be responsible for and pay any and all workers' compensation and other similar statutory claims asserted by or with respect to any Transferred Employees hired by the Buyer in respect of any injury or other compensable event or occupational illness or disease which occurred or is attributable to any event, state of facts or condition which existed or occurred in whole after the Closing Date. If any such injury or other compensable event or occupational illness or disease of a Transferred Employee who is employed by the Sellers before the Closing Date and by the Buyer after the Closing Date is attributable in part to causes occurring before the Closing Date and in part to causes after the Closing Date and is the basis of a workers' compensation or other similar statutory claim, the liability for any such claims shall be shared by the Sellers and the Buyer in the proportion of the periods of exposure in respect of the occupational illness or disease of such Transferred Employee which occurred before the Closing Date and that which occurred after the Closing Date except for California employees. For Transferred Employees working in California, if any such injury or other comparable event or occupational illness or disease of a Transferred Employee who is employed by the Sellers before the Closing Date and by the Buyer after the Closing Date is attributable in part to causes occurring before the Closing Date and in part to causes occurring after the Closing Date and is the basis of a workers' compensation or other similar statutory claim, the liability for any such claims shall be shared by the Sellers and the Buyer in the proportion of the periods of exposure as would be taken into account under the applicable provisions of the California Labor Code in respect of the occupational illness or disease of such Transferred Employee which occurred before the Closing Date and that which occurred after the Closing Date. If the Buyer pays or is otherwise held responsible for the Sellers' allocated portion of any workers' compensation or other similar statutory claim, the Sellers will reimburse the Buyer for such portion paid by the Buyer. The Buyer's obligations under this Section 6.2(i) shall not preclude the Buyer's right to indemnification under Article XI for any breach of any representation or warranty made by the Sellers in this Agreement.