Employee-Related Covenants. (a) As soon as practicable, the Purchaser shall make offers of employment, to be effective as of the Closing Date, to each of the Business Employees listed on Schedule 5.14(a) (the "Offered Employees"), each such offer to include continuation of base salary or wages at an aggregate annual level no less favorable than that in effect as of the date hereof. Those Offered Employees who accept offers of employment with the Purchaser under this Section 5.14(a) and who commence employment with the Purchaser on the Closing Date shall be referred to herein as "Transferred Employees."
(b) Except as provided in Section 5.14(g), as of the Closing Date, the Transferred Employees shall be eligible to participate in employee benefit plans, programs, policies and arrangements of the Purchaser in which similarly situated employees of the Purchaser participate (such plans, programs, policies and arrangements, the "Purchaser Plans"). Each Transferred Employee shall be given credit for all purposes for such person's service with the Seller and its affiliates (or any other employer to the extent credited under such Benefit Plan) to the same extent recognized by the Seller under the Benefit Plans prior to the Closing Date for purposes of eligibility, vesting and entitlement to benefits under any analogous Purchaser Plans in which Transferred Employees participate following the Closing Date, except to the extent that giving such service credit would result in an accrual of defined benefit pension benefits. For purposes of clarifying the intent of the preceding sentence, as an example, a Transferred Employee who has been credited under a severance plan of the Seller with five years of service as of the Closing Date and who is terminated by the Purchaser one year following the Closing Date shall be credited with six years of service under the Purchaser's severance plan. To the extent applicable, the Purchaser shall, and shall cause its Affiliates and the Purchaser Plans to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods and service requirements with respect to participation and coverage requirements applicable to the Transferred Employees under any Purchaser Plan, other than limitations, waiting periods or service requirements that are already in effect with respect to such persons and that have not been satisfied as of the Closing under any Benefit Plan immediately prior to the Closing and (ii) provide each Transferred Employee with credit ...
Employee-Related Covenants. (a) Notwithstanding any automatic transfer of employment, Sellers will be solely responsible, and Buyer will have no obligations whatsoever for, any compensation or other amounts payable to any current or former employee, officer, director, independent contractor or consultant of the Business, any Business Employee or Transferring Employee, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with Seller at any time on or prior to the Closing Date. In the absence of an automatic transfer of employment of such Business Employee, the Sellers will pay all amounts to all such persons who may be entitled, on or prior to the Closing Date. In the event of an automatic transfer of employment of any Business Employee, the Sellers will reimburse the Buyer for the pro-rata share of any such amount paid by Buyer or any of its Affiliates to such Transferring Employee that relates to any period of service with a Seller on or prior to the Closing Date.
(b) Notwithstanding any automatic transfer of employment, the Sellers will remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former employees, officers, directors, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. Notwithstanding any automatic transfer of employment, the Sellers also will remain solely responsible for all worker’s compensation claims of any current or former employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. Sellers will pay, or cause to be paid, all such amounts as and when due.
(c) Effective as soon as practicable following the Closing Date, Sellers, or any applicable Affiliate, will effect a transfer of assets and liabilities from any defined contribution retirement plan that it maintains, to the defined contribution retirement plan maintained by the Buyer, with respect to those employees of the Business who become employed by Buyer, or an Affiliate of Buyer, in connection with the transactions contemplated by this Agreement.
Employee-Related Covenants. 63 7.1 Employment of Transferred Employees........................63 7.2 Assumption of Agreements; Severance........................65 7.3 Recognition of Transferred Employee Service................65 7.4 Payment of Bonuses.........................................66
