COBRA Compliance. Seller shall be liable and responsible for, and Purchaser shall incur no liability or responsibility with respect to, any Continuation Coverage (as that term is defined by COBRA Section 4980B of the Code and Section 601, et seq. of ERISA) for any Employee terminated at any time prior to or at the Closing. Purchaser shall not assume, honor or accept any employee benefit plan of Seller or its Affiliates, including, without limitation, any “employee benefit plan” within the meaning of Section 3(3) of ERISA and Seller shall be solely responsible for satisfying all obligations (whether arising under federal, state or local law or pursuant to contract) which may arise or which may have arisen prior to the Closing Date in connection with the employment of any Employees or the creation, funding, operation or termination of any of the employee benefit plans by or on behalf of Seller that cover any of the Employees.
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Samples: Asset Purchase Agreement (Griffin-American Healthcare REIT III, Inc.), Asset Purchase Agreement (Griffin-American Healthcare REIT III, Inc.), Asset Purchase Agreement (Griffin-American Healthcare REIT III, Inc.)
COBRA Compliance. Seller shall continue to be liable and responsible for, and Purchaser shall incur no liability or responsibility with respect to, any "Continuation Coverage Coverage" (as that term is defined by COBRA Section 4980B of the Code and Section 601, et seq. of ERISA) for any Employee employee of Seller terminated at any time prior to or at Closing, from and after the Closing. Purchaser specifically shall not assume, honor or accept any employee benefit plan of Seller or its Affiliatesparent or affiliates, including, without limitation, including but not limited to any “"employee benefit plan” " within the meaning of Section 3(3) of ERISA and Seller shall be solely responsible for satisfying all obligations (whether arising under federal, state or local law or pursuant to contract) which may arise or which may have arisen prior to the Closing Date in connection with the employment by Seller of any Employees Seller's employees or the creation, funding, operation or termination of any of the employee benefit plans by or on behalf of Seller that cover any of the EmployeesSeller's employees.
Appears in 1 contract
Samples: Asset Purchase Agreement (Brookdale Senior Living Inc.)