Common use of Employee and Benefit Matters Clause in Contracts

Employee and Benefit Matters. (a) Except as set forth in the Transition Services Agreement (to the extent applicable), on or before the Closing, Seller shall take all actions necessary, if any, to cause (i) the Companies to cease to be adopting or participating employers under all Seller Plans and (ii) Seller and the Non-Company Affiliates to cease to be sponsors or adopting or participating employers under all Company Plans (and, if Seller or a Non-Company Affiliate is a sponsor of a Company Plan, Seller shall cause OPOS to assume such sponsorship). Seller and the Non-Company Affiliates shall not, from and after the Closing, have any responsibility or liability with respect to the Company Plans; provided, that, with respect to the Retirement Plan, Seller shall timely file or cause the appropriate Non-Company Affiliate to timely file (to the extent the following forms have not been filed prior to the Closing) (A) the annual report on Form 5500 for 2004 with the Employee Benefits Security Administration and (B) PBGC Form 1 or PBGC Form 1-EZ (as applicable) for 2005 with the PBGC. Buyer shall cooperate, and Buyer shall cause its Affiliates to cooperate, with Seller with respect to the filings described in the preceding sentence, and Buyer shall provide to Seller such information as Seller may reasonably request in respect of such filings.

Employee and Benefit Matters. (a) Except as set forth in the Transition Services Agreement (to the extent applicable), on On or before the Closing, Seller shall take all actions necessary, if any, to cause (i) the Companies to cease to be adopting or participating employers under all Seller Plans and (ii) Seller and the Non-Company Affiliates to cease to be sponsors or adopting or participating employers under all Company Plans (and, if Seller or a Non-Company Affiliate is a sponsor of a Company Plan, Seller shall cause OPOS Coldwater to assume such sponsorship). Except as otherwise specifically provided in this Section 6.13, from and after the Closing, (i) the Companies shall not have any responsibility or liability with respect to the Seller Plans and (ii) Seller and the Non-Company Affiliates shall not, from and after the Closing, not have any responsibility or liability with respect to the Company Plans; provided, however, that, with respect to the Retirement Plan, Seller shall timely file or cause the appropriate Non-Company Affiliate to timely file (to the extent the following forms have not been filed prior to the Closing) (A) the annual report on Form 5500 for 2004 2003 with the Employee Benefits Security Administration and (B) PBGC Form 1 or PBGC Form 1l-EZ (as applicable) for 2005 2003 with the PBGC. Buyer shall cooperate, and Buyer shall cause its Affiliates to cooperate, with Seller with respect to the filings described in the preceding sentence, and Buyer shall provide to Seller such information as Seller may reasonably request in respect of such filings.

Employee and Benefit Matters. (a) Except as set forth in the Transition Services Agreement (to the extent applicable), on On or before the Closing, Seller shall take all actions necessary, if any, to cause (i) the Companies to cease to be adopting or participating employers under all Seller Plans and (ii) Seller and the Non-Company Affiliates to cease to be sponsors or adopting or participating employers under all Company Plans (and, if Seller or a Non-Company Affiliate is a sponsor of a Company Plan, Seller shall cause OPOS Coldwater to assume such sponsorship). Except as otherwise specifically provided in this Section 6.13, from and after the Closing, (i) the Companies shall not have any responsibility or liability with respect to the Seller Plans and (ii) Seller and the Non-Company Affiliates shall not, from and after the Closing, not have any responsibility or liability with respect to the Company Plans; provided, however, that, with respect to the Retirement Plan, Seller shall timely file or cause the appropriate Non-Company Affiliate to timely file (to the extent the following forms have not been filed prior to the Closing) (A) the annual report on Form 5500 for 2004 2003 with the Employee Benefits Security Administration and (B) PBGC Form 1 or PBGC Form 1-EZ (as applicable) for 2005 2003 with the PBGC. Buyer shall cooperate, and Buyer shall cause its Affiliates to cooperate, with Seller with respect to the filings described in the preceding sentence, and Buyer shall provide to Seller such information as Seller may reasonably request in respect of such filings.