Common use of Employee Benefits - General Clause in Contracts

Employee Benefits - General. Subject, and in addition to, any requirements imposed by applicable Law and, where applicable to a Transferred Employee, the provisions of the applicable Business Employee Severance Agreement set forth on Schedule 5.5(a)(ii) of the Disclosure Schedules, Buyer, for at least one year following the Closing Date, shall provide the Transferred Employees with employee benefits that are no less favorable in the aggregate than those provided to similarly situated employees of Buyer and its Affiliates. Except for the obligation of Buyer for Severance and Acceleration Payments, Seller shall bear the expense of and responsibility for all Liabilities arising from claims by the Transferred Employees for benefits under the Employee Plans, and Buyer shall bear the expense of and responsibility for all Liabilities arising from claims by the Transferred Employees for benefits attributable to periods after the Closing under the benefit plans maintained by the Buyer, including any claims under such plans relating to severance from employment after the Closing (including without limitation any such severance that relates to or results from any failure of the Buyer to comply with the provisions of this Section 5.5). For purposes of determining whether Liability for welfare benefit claims is incurred prior to, or on or following the Closing Date, claims shall be deemed to be incurred as follows: (A) with respect to short-term disability, long-term disability, life and accidental death and dismemberment benefits, upon the event giving rise to such benefits, and (B) with respect to medical, dental, vision care, prescription and health-related benefits, upon provision of medical, dental, vision, prescription and health-related services, materials or supplies, unless otherwise specifically provided in the applicable welfare benefit plan. Except as may be specifically required by this Agreement or by applicable Law, Buyer shall not be obligated to continue to provide any particular employee benefits to any Transferred Employee.

Employee Benefits - General. SubjectThe Seller will pay all terminated Business Employees all compensation, including salaries, commissions, bonuses, deferred compensation, severance, insurance, pensions, profit sharing, vacation, sick pay and in addition to, other compensation or benefits to which they are entitled for time periods ending on or before the Closing. Seller is responsible for maintenance and distribution of benefits accrued under any requirements imposed Employee Plan pursuant to and if required by applicable Law and, where applicable to a Transferred Employee, the provisions of the applicable such plans to Business Employee Severance Agreement set forth on Schedule 5.5(a)(ii) of the Disclosure Schedules, Buyer, for at least one year following the Closing Date, shall provide the Transferred Employees with employee benefits that are no less favorable in the aggregate than those provided to similarly situated employees of Buyer and its Affiliates. Except for the obligation time period ending on or before the Closing. Neither Buyer nor any of Buyer its Affiliates assumes any Liability for Severance and Acceleration Payments, any such benefits nor any fiduciary or administrative responsibility to account for or dispose of any such accrued benefits under any Employee Plans. The Seller shall bear the expense of and responsibility for all Liabilities arising from claims by the Transferred Employees for compensation and benefits attributable to periods at and prior to the Closing Date under the Employee PlansPlans maintained by the Seller, and the Buyer shall bear the expense of and responsibility for all Liabilities arising from claims by the Transferred Employees for benefits attributable to periods after the Closing Date under the benefit plans maintained by the Buyer, including any claims under such plans relating to severance from employment on or after the Closing (including without limitation any such severance that relates to or results from any failure of the Buyer to comply with the provisions of this Section 5.5). For purposes of determining whether Liability for welfare benefit claims is incurred prior to, or on or following the Closing Date, claims shall be deemed to be incurred as follows: (A) with respect to short-term disability, long-term disability, life and accidental death and dismemberment benefits, upon the event giving rise to such benefits, and (B) with respect to medical, dental, vision care, prescription and health-related benefits, upon provision of medical, dental, vision, prescription and health-related services, materials or supplies, unless otherwise specifically provided in the applicable welfare benefit plan. Except as may be specifically required by this Agreement or by applicable Law, the Buyer shall not be obligated to continue to provide any particular employee benefits to any Transferred Employee.

Employee Benefits - General. Subject, and in addition to, any requirements imposed by applicable Law and, where applicable to (i) For a Transferred Employee, the provisions period of the applicable Business Employee Severance Agreement set forth on Schedule 5.5(a)(ii) of the Disclosure Schedules, Buyer, for at least one year following the Closing Date, the Buyer shall provide the Transferred Employees with (x) base salaries or wages that are generally consistent with the base salaries or wages provided to such individuals immediately prior to the Closing Date and (y) employee benefits that are no less favorable generally consistent in the aggregate than as those provided to similarly situated employees of Buyer and its Affiliatesthe Buyer. Except for the obligation of Buyer for Severance and Acceleration Payments, The Seller shall bear the expense of and responsibility for all Liabilities arising from claims by liabilities relating to the Transferred Employees for benefits under prior to the Employee PlansClosing Date, and the Buyer shall bear the expense of and responsibility for all Liabilities arising from claims by liabilities relating to the Transferred Employees for benefits attributable to periods on or after the Closing under Date. (ii) The Seller shall retain and be solely responsible for all liabilities relating to claims made by any employee of the benefit plans maintained by Transferred Group for any statutory or common law severance or other separation benefits, any contractual or other severance or separation benefits and any other legally mandated severance or similar payment obligations (including any compensation payable during (or in lieu of) a mandatory termination notice period) incurred on or prior to the BuyerClosing Date, including any claims under arising out of or in connection with such plans relating employee's refusal to severance accept an offer from (or to commence employment after with), or objection to the Closing transfer (including without limitation any such severance whether automatic or by operation of Law) of employment to the Buyer; provided however, that relates to or results from any failure of the Buyer shall be responsible for any severance liabilities resulting from the Buyer's failure to comply with the provisions Section 5.11 of this Agreement. The liabilities described in this Section 5.55.11(c)(ii) shall be treated as Seller Transaction Expenses. (iii) Except as otherwise provided for in the Transition Service Agreement, effective as of the Closing Date, each Transferred Employee shall cease participation in the Seller Plans (other than the Employee Plans). For purposes of determining In no event shall the Buyer assume liabilities under the Seller Plans (other than the Employee Plans) whether Liability for welfare benefit claims is incurred prior to, or on or following the Closing Date, claims shall be deemed to be incurred as follows: (A) with respect to short-term disability, long-term disability, life and accidental death and dismemberment benefits, upon the event giving rise to such benefits, and (B) with respect to medical, dental, vision care, prescription and health-related benefits, upon provision of medical, dental, vision, prescription and health-related services, materials or supplies, unless otherwise specifically provided in the applicable welfare benefit plan. Except as may be specifically required by this Agreement or by applicable Law, Buyer shall not be obligated to continue to provide any particular employee benefits to any Transferred Employee.

Employee Benefits - General. Subject, and in addition to, any requirements imposed by applicable Law and, where applicable to a Transferred Employee, the provisions of the applicable Business Employee Severance Agreement set forth on Schedule 5.5(a)(ii) of the Disclosure Schedules, The Buyer, for at least one year following the Closing Date, shall, or shall cause its Affiliates to, provide the Transferred Employees with employee benefits that are no less favorable [***]; provided, that, nothing herein shall limit the Buyer or an Affiliate of the Buyer (including the Acquired Entities) from transitioning the Transferred Employees to certain broad-based employee benefit plans of the Buyer or an Affiliate of the Buyer following the Closing Date so long as such plans fulfill the obligations of the Buyer set forth in the aggregate than those provided to similarly situated employees of Buyer and its Affiliatesthis Section 5.7. Except for the obligation of Buyer for Severance and Acceleration Payments, The Seller shall bear bear, or cause its Affiliates to bear, the expense of and responsibility for all Liabilities liabilities arising from claims by the Transferred Business Employees for benefits attributable to periods prior to, on, or after the Closing Date under the Employee PlansPlans maintained by the Seller or its Affiliates (other than the Acquired Entities); provided, and however, that the Buyer shall bear bear, or cause its Affiliates to bear, the expense of and responsibility for all Liabilities liabilities arising from claims by the Transferred Employees for benefits attributable to periods on or after the Closing Date under the benefit plans maintained by the Buyer, including any claims under such plans relating to severance from employment after the Closing Buyer or its Affiliates (including without limitation any such severance that relates to or results from any failure of the Buyer to comply with the provisions of this Section 5.5Acquired Entities). For purposes of determining whether Liability liability for welfare benefit claims is incurred prior to, or on or following the Closing Date, claims shall be deemed to be incurred as follows: (Ai) with respect to short-term disability, long-term disability, life and accidental death and dismemberment benefits, upon the event giving rise to such benefits, and (Bii) with respect to medical, dental, vision care, prescription and health-related benefits, upon provision of medical, dental, vision, prescription and health-related services, materials or supplies. Notwithstanding anything to the contrary herein, unless otherwise specifically provided in the applicable welfare benefit plan. Except except as may be specifically required by this Agreement Law or by applicable Lawa collective bargaining agreement, the Buyer shall not be obligated to continue to provide any particular employee benefits to any Transferred Employee or to continue the employment of any Transferred Employee. For the avoidance of doubt, any claims under the Employee Plans and Non-US Employee Plans of the Acquired Entities that relate to the period prior to the Measurement Time shall be included in the calculation of Closing Net Working Capital or Indebtedness, as applicable.