Common use of Employment and Benefit Arrangements Clause in Contracts

Employment and Benefit Arrangements. (a) Buyer shall use commercially reasonable efforts to provide that all employees of Newco, the Company and the Sold Subsidiaries shall receive service credit for purposes of eligibility, vesting and benefit accruals (solely, in the case of benefit accruals for purposes of determining vacation and severance) with respect to all periods of service with Seller, the Company, Newco, the Sold Subsidiaries or any of their predecessors prior to the Closing Date for all purposes under any comparable employee benefit or compensation plans, contracts, programs, policies arrangements and agreements established or maintained by Buyer and its Affiliates (including, after the Closing, Newco, the Company and the Sold Subsidiaries) (the "Buyer Benefit Plans"); provided, however, that no such service recognition shall result in any duplication of benefits. (b) Buyer shall take all necessary actions (i) to waive or cause to be waived any waiting periods, pre-existing conditions or actively-at-work requirements for employees (and, where applicable, the dependents and beneficiaries of the employees) of Newco, the Company and the Sold Subsidiaries under all Buyer Benefit Plans that are self-insured medical plans and (ii) to give or grant such employees (and, where applicable, the dependents and beneficiaries of the employees) credit under all Buyer Benefit Plans that are self-insured medical plans (for purposes of annual deductibles, co-payments and out-of-pocket limits for any covered claims incurred or payments made that have been paid or incurred by the employees or their dependents made prior to the Closing Date during the plan year in which the Closing Date occurs, in each case, to the extent all information reasonably necessary to implement such actions has been received from H&H Group. (c) Upon reasonable request, H&H Group shall provide to Buyer, and Buyer shall provide to H&H Group, such documents, data and information as may reasonably be necessary to implement the provisions of this Section 7.07 and to administer their respective benefit plans. (d) Effective as of the Closing, Newco, the Company and each of the Sold Subsidiaries shall withdraw from participation in all Benefit Plans other than Transferred Company Benefit Plans, and, except as provided in this Section 7.07, Buyer and its Affiliates (including Newco, the Company and the Sold Subsidiaries), shall become responsible for any Transferred Company Benefit Plans. From and after the Closing, Buyer and its Affiliates (including Newco, the Company and the Sold Subsidiaries) shall have no Liability relating to any Benefit Plans or other employee benefit plans other than the Transferred Company Benefit Plans, and H&H Group and its Affiliates shall indemnify and hold harmless Buyer and its Affiliates with respect to any and all such Liabilities. (e) As of the Closing Date, Seller shall cause each individual employed in the United States by any Sold Subsidiary or United States expatriate employed outside of the United States by any Sold Subsidiary (each, a "Subject Employee") to be fully vested in his or her account balance in, and accrued benefit under, the Bairnco Corporation 401(k) Plan & Trust ("Seller's 401(k) Plan"). Each Subject Employee shall be entitled to distribution of his or her account balance or accrued benefit as authorized by, and subject to the limitations of, Seller's 401(k) Plan and applicable Law. Buyer and Seller shall reasonably cooperate to facilitate the direct rollover of distributions due Buyer New Employees from Seller's 401(k) Plan, where elected by a Buyer New Employee within ninety (90) days of the Closing Date, in the form of cash or the distributee's promissory note, and Seller shall take, or cause to be taken, any action reasonably required to avoid any default of a Buyer New Employee's loan from Seller's 401(k) Plan pending completion of such direct rollover (f) Nothing in Section 7.07, expressed or implied, shall (i) confer upon any of the employees of H&H Group, Seller, Buyer, the Company, Newco or any of their respective Affiliates or representatives, any rights or remedies, including any right to benefits or employment, or continued benefits or employment, for any specified period, of any nature or kind whatsoever by reason of this Agreement, (ii) be construed to establish, amend or modify any benefit plan, program or contract or (iii) prohibit Buyer from, or any in any manner limit Buyer's right to, terminate the employment of any specific employee, terminate or modify any employee benefit plan or dispose of all or any portion of the Businesses.

Employment and Benefit Arrangements. (a) Buyer For a one-year period following the Effective Time, Parent shall use commercially reasonable efforts cause the Surviving Corporation to continue to provide that all those employees of Newcothe Surviving Corporation at the Effective Time (the "Employees"), so long as they remain employees of the Company and the Sold Subsidiaries shall receive service credit for purposes of eligibilitySurviving Corporation, vesting and benefit accruals (solelywith benefits that are, in the case aggregate, no less favorable to such Employees as are the benefits of benefit accruals for purposes of determining vacation and severance) with respect the Company provided to all periods of service with Seller, the Company, Newco, the Sold Subsidiaries or any of their predecessors such Employees immediately prior to the Closing Date for all purposes under any comparable employee benefit or compensation plansEffective Time. The foregoing sentence shall not apply to severance benefits, contracts, programs, policies arrangements and agreements established or maintained by Buyer and its Affiliates (including, after the Closing, Newco, the Company and the Sold Subsidiaries) (the "Buyer Benefit Plans"); provided, however, that no such service recognition Surviving Corporation shall result in not be required to maintain any duplication particular level of severance benefits. (b) Buyer shall take all necessary actions (i) For purposes of vesting and eligibility, Parent and the Surviving Corporation shall, with respect to waive or cause each benefit required to be waived provided under the terms of this Section 7.8, credit each Employee with all service credited to such Employee under the Company's corresponding plan, policy, program or arrangement applicable to such Employee as of the Effective Time. (c) Parent and the Surviving Corporation shall credit each Employee with any waiting periodsvacation and sick days accrued as of the Effective Time in accordance with the terms of the Company's vacation and sick day policies in effect as of such date. (d) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, waive any pre-existing conditions or actively-at-work requirements for employees (and, where applicable, the dependents condition limitations and beneficiaries of the employees) of Newco, the Company and the Sold Subsidiaries under all Buyer Benefit Plans that are self-insured medical plans and (ii) to give or grant such employees (and, where applicable, the dependents and beneficiaries of the employees) credit under all Buyer Benefit Plans that are self-insured medical plans (for purposes of annual deductibles, co-payments any deductibles and out-of-pocket limits for any expenses that are applicable and/or covered claims incurred or payments made that have been paid or under the Benefit Plans providing health and dental and similar benefits and are incurred by the employees or Employees and their dependents made beneficiaries during the portion of the calendar year prior to participation (if applicable) in the Closing Date during the plan year in which the Closing Date occurs, in each case, to the extent all information reasonably necessary to implement such actions has been received from H&H Group. (c) Upon reasonable request, H&H Group shall provide to Buyer, and Buyer shall provide to H&H Group, such documents, data and information as may reasonably be necessary to implement the provisions of this Section 7.07 and to administer their respective benefit plans. (d) Effective as of the Closing, Newco, the Company and each of the Sold Subsidiaries shall withdraw from participation in all Benefit Plans other than Transferred Company Benefit Plans, and, except as provided in this Section 7.07, Buyer and its Affiliates (including Newco, the Company and the Sold Subsidiaries), shall become responsible for any Transferred Company Benefit Plans. From and after the Closing, Buyer and its Affiliates (including Newco, the Company and the Sold Subsidiaries) shall have no Liability relating to any Benefit Plans or other employee benefit plans provided by Parent or the Subsidiaries of Parent (other than the Transferred Company Benefit Plans, and H&H Group and its Affiliates shall indemnify and hold harmless Buyer and its Affiliates with respect to any and all such LiabilitiesSurviving Corporation). (e) As The provisions of the Closing Date, Seller shall cause each individual employed in the United States by any Sold Subsidiary or United States expatriate employed outside this Section 7.8 are not intended to create rights of the United States by any Sold Subsidiary (each, a "Subject Employee") to be fully vested in his or her account balance in, and accrued benefit under, the Bairnco Corporation 401(k) Plan & Trust ("Seller's 401(k) Plan"). Each Subject Employee shall be entitled to distribution of his or her account balance or accrued benefit as authorized by, and subject to the limitations of, Seller's 401(k) Plan and applicable Law. Buyer and Seller shall reasonably cooperate to facilitate the direct rollover of distributions due Buyer New Employees from Seller's 401(k) Plan, where elected by a Buyer New Employee within ninety (90) days of the Closing Date, in the form of cash or the distributee's promissory note, and Seller shall take, or cause to be taken, any action reasonably required to avoid any default of a Buyer New Employee's loan from Seller's 401(k) Plan pending completion of such direct rolloverthird party beneficiaries. (f) Nothing Notwithstanding anything contained herein to the contrary, nothing in this Section 7.07, expressed 7.8 shall be deemed to be a commitment on the part of Parent or implied, shall (i) confer upon the Surviving Corporation to provide employment to any of the employees of H&H Group, Seller, Buyer, the Company, Newco or any of their respective Affiliates or representatives, any rights or remedies, including any right to benefits or employment, or continued benefits or employment, person for any specified periodperiod of time and, of except as otherwise provided in this Section 7.8, nothing herein shall be deemed to prevent Parent or the Surviving Corporation from amending or terminating any nature or kind whatsoever by reason of this Agreement, (ii) be construed to establish, amend or modify any benefit plan, program or contract or (iii) prohibit Buyer from, or any in any manner limit Buyer's right to, terminate the employment of any specific employee, terminate or modify any employee benefit plan or dispose of all or any portion of the Businessesarrangement in accordance with its terms.

Employment and Benefit Arrangements. For at least twelve (a12) Buyer months following the Closing Date, the Purchaser shall use commercially reasonable efforts or shall cause the Surviving Corporation to provide Employees of the Surviving Corporation and its Subsidiaries with compensation (including base salary, base wage rate and bonus opportunity, but excluding any equity‑based awards where allowed under applicable Law) that all employees is equivalent to the compensation provided to such Employees prior to the Closing and to either (i) maintain in effect on behalf of Newco, Employees of the Company and its Subsidiaries all Plans, Foreign Plans and any other employment, severance, termination, consulting, retirement and other compensation and benefit plans, programs, arrangements, agreements and policies (other than any equity‑based plans) of the Sold Company or its Subsidiaries as in effect as of the date hereof (the “Company Plans”) or (ii) provide all Employees of the Company and its Subsidiaries with compensation and benefit plans, programs, arrangements, agreements and policies (other than equity-based plans) that are substantially no less favorable to the compensation and benefit plans, programs, arrangements, agreements and policies provided to similarly situated employees of the Purchaser; provided that such benefit plans, programs, arrangements, agreements and policies provide a level of benefits that in the aggregate is substantially equivalent to the 60 aggregate level of benefits provided under the Company Plans as of the Closing. Notwithstanding anything to the contrary in this Section 8.04, for fiscal year 2015, the Purchaser shall pay or shall cause to be paid in accordance with the terms of the Purchaser’s cash bonus plans (but utilizing the Company’s targets in determining the amount of any bonus payment thereunder) at such time as payment is made under the Purchaser’s cash bonus plan (but provided that such payment shall be made no later than March 15, 2016, to the extent required to avoid the imposition of a penalty under Section 409A of the Code) cash bonuses in an amount that at a minimum equals the amount of the bonus accrual reflected on the Latest Financial Statements, provided that such accrual shall have been made consistent with past practices of the Company and such accrual for a month shall not exceed one hundred percent (100%) of the monthly bonus amount for such month. The Purchaser shall take all actions reasonably necessary, to the extent permitted under applicable Law, so that Employees shall receive service credit for all purposes of eligibility, vesting and benefit accruals (solely, in the case of benefit accruals other than for purposes of determining vacation benefit accrual in any plans other than severance, termination, vacation, or paid time off plans, policies or arrangements) under any compensation or benefit plans, programs, arrangements, agreements and severance) with respect to all periods of service with Seller, policies sponsored by the Company, Newco, the Sold Subsidiaries Purchaser or any of their predecessors its Affiliates, except to the extent duplication of benefits would result. To the extent that the Purchaser modifies any welfare benefit coverage Plan under which the Employees participate, the Purchaser shall waive any applicable waiting periods, pre‑existing conditions or actively‑at‑work requirements to the same extent such waiting periods, pre‑existing conditions or actively‑at‑work requirements would have been waived prior to the Closing Date for all purposes under any comparable employee benefit or compensation plans, contracts, programs, policies arrangements and agreements established or maintained by Buyer and its Affiliates (including, after the Closing, Newco, the Company and the Sold Subsidiaries) (the "Buyer Benefit Plans"); provided, however, that no shall give such service recognition shall result in any duplication of benefits. (b) Buyer shall take all necessary actions (i) to waive or cause to be waived any waiting periods, pre-existing conditions or actively-at-work requirements for employees (and, where applicable, the dependents and beneficiaries of the employees) of Newco, the Company and the Sold Subsidiaries under all Buyer Benefit Plans that are self-insured medical plans and (ii) to give or grant such employees (and, where applicable, the dependents and beneficiaries of the employees) Employees credit under all Buyer Benefit Plans that are self-insured medical the new coverages or benefit plans (for purposes of annual deductibles, co-co‑insurance and out‑of‑pocket payments and out-of-pocket limits for any covered claims incurred or payments made that have been paid or incurred by the employees or their dependents made prior to the Closing Date satisfied during the plan year in which such welfare benefit coverage or plan modification occurs. The Purchaser shall be solely responsible for any obligations arising under Section 4980B of the Closing Date occursCode with respect to all “M&A qualified beneficiaries” as defined in Treasury Regulation §54.4980B‑9. Nothing in this Section 8.04 shall give any Third Party other than the parties to this Agreement, in each caseincluding any Employees, any right to the extent all information reasonably necessary to implement such actions has been received from H&H Group. (c) Upon reasonable request, H&H Group shall provide to Buyer, and Buyer shall provide to H&H Group, such documents, data and information as may reasonably be necessary to implement enforce the provisions of this Section 7.07 and to administer their respective benefit plans. 8.04 as a third‑party beneficiary. Nothing herein shall interfere with or otherwise limit the Purchaser’s or its Affiliates’ (d) Effective as of including the Closing, Newco, the Company and each of the Sold Subsidiaries shall withdraw from participation in all Benefit Plans other than Transferred Company Benefit Plans, and, except as provided in this Section 7.07, Buyer Surviving Corporation’s and its Affiliates (including Newco, the Company and the Sold Subsidiaries), shall become responsible for any Transferred Company Benefit Plans. From and after the Closing, Buyer and its Affiliates (including Newco, the Company and the Sold Subsidiaries’) shall have no Liability relating to any Benefit Plans or other employee benefit plans other than the Transferred Company Benefit Plans, and H&H Group and its Affiliates shall indemnify and hold harmless Buyer and its Affiliates with respect to any and all such Liabilities. (e) As of the Closing Date, Seller shall cause each individual employed in the United States by any Sold Subsidiary or United States expatriate employed outside of the United States by any Sold Subsidiary (each, a "Subject Employee") to be fully vested in his or her account balance in, and accrued benefit under, the Bairnco Corporation 401(k) Plan & Trust ("Seller's 401(k) Plan"). Each Subject Employee shall be entitled to distribution of his or her account balance or accrued benefit as authorized by, and subject to the limitations of, Seller's 401(k) Plan and applicable Law. Buyer and Seller shall reasonably cooperate to facilitate the direct rollover of distributions due Buyer New Employees from Seller's 401(k) Plan, where elected by a Buyer New Employee within ninety (90) days of the Closing Date, in the form of cash or the distributee's promissory note, and Seller shall take, or cause to be taken, any action reasonably required to avoid any default of a Buyer New Employee's loan from Seller's 401(k) Plan pending completion of such direct rollover (f) Nothing in Section 7.07, expressed or implied, shall (i) confer upon any of the employees of H&H Group, Seller, Buyer, the Company, Newco or any of their respective Affiliates or representatives, any rights or remedies, including any right to benefits or employment, or continued benefits or employment, for any specified period, of any nature or kind whatsoever by reason of this Agreement, (ii) be construed to establish, amend or modify any benefit plan, program or contract or (iii) prohibit Buyer from, or any in any manner limit Buyer's right to, terminate the employment of any specific employee, terminate or modify Employee at any employee benefit plan or dispose of all or any portion of the Businessestime.

Employment and Benefit Arrangements. (a) Buyer The Purchaser shall use commercially reasonable efforts to provide ensure that all those eligible employees of Newco, the Company and its Subsidiaries (including, for purposes of this Section 6.05, employees of LGC) as of the Sold Subsidiaries Closing Date who remain so employed immediately following the Closing Date (such employees, the "Continuing Employees") shall receive service credit for purposes of eligibility, vesting and benefit accruals (solely, in the case of benefit accruals for purposes of determining vacation and severance) with respect to all periods of service with Seller, the Company, Newco, the Sold Company and its Subsidiaries (or any of their predecessors predecessors) prior to the Closing Date for all purposes of eligibility and vesting under any comparable employee benefit or compensation plans and arrangements (excluding any defined benefit pension plans, contractsdeferred compensation, programsequity or equity-based, policies arrangements or post-termination or retiree welfare benefit plans and agreements established arrangements) in which each such Continuing Employee is eligible to participate immediately following the Closing Date; provided that no retroactive contributions will be required and provided, further, except to the extent such credit would result in the duplication of benefits, and provided, further, that such service shall only be credited to the same extent and for the same purpose as such service was credited under the analogous Benefit Plan identified on Schedule 3.13(a). To the extent, during the plan year in which the Closing Date occurs, that the Purchaser modifies any group health coverage or maintained by Buyer and its Affiliates (including, after benefit plans under which the Closing, Newco, employees of the Company and its Subsidiaries participate, the Sold Subsidiaries) (the "Buyer Benefit Plans"); provided, however, that no such service recognition Purchaser shall result in any duplication of benefits. (b) Buyer shall take all necessary actions (i) use commercially reasonable efforts to waive or cause to be waived any applicable waiting periods, pre-existing conditions or actively-at-work requirements for employees (and, where applicable, the dependents and beneficiaries of the employees) of Newco, the Company and the Sold Subsidiaries under all Buyer Benefit Plans that are self-insured medical plans and (ii) shall use commercially reasonably efforts to give or grant such employees (and, where applicable, the dependents and beneficiaries of the employees) credit under all Buyer Benefit Plans that are self-insured medical the new coverages or benefit plans (for purposes of annual deductibles, co-payments insurance and out-of-pocket limits for any covered claims incurred or payments made that have been paid or incurred by the employees or their dependents made prior to the Closing Date during the plan year in which such coverage or plan modification occurs. Through the one (1) year anniversary of the Closing Date, Purchaser shall take all actions required so that each Continuing Employee who continues in employment with the Company and its Subsidiaries during such period (i) receives base compensation that is substantially comparable as provided by the Company or its Subsidiaries to such employee immediately prior to the Closing Date occursand (ii) receives benefits (excluding any defined benefit pension, deferred compensation, equity or equity-based, or post-termination or retiree welfare benefits) that, in each casethe aggregate, are substantially comparable to those benefits (excluding any defined benefit pension, deferred compensation, equity or equity-based, or post-termination or retiree welfare benefits) provided by the Company or its Subsidiaries under the Benefit Plans set forth on Schedule 3.13(a) (excluding any defined benefit pension, deferred compensation, equity or equity-based, or post-termination or retiree welfare benefits) to such Continuing Employee immediately prior to the extent all information reasonably necessary date hereof or are substantially comparable in the aggregate to implement such actions has been received from H&H Groupthose benefits provided by Purchaser or its Affiliates to their similarly situated employees. Purchaser agrees to pay the incentive bonuses for the Company 2018 incentive plan in the form and amounts set forth on Schedule 6.05(a). (b) Nothing contained in this Section 6.05 shall obligate Purchaser, the Surviving Company, or any of the Surviving Company's Subsidiaries to continue the employment of any employee of, or the service relationship of any other service provider to, the Company or any of its Subsidiaries for any period of time after the Closing, and this Section 6.05 shall not be construed to limit the ability of Purchaser, the Surviving Company, or any of the Surviving Company's Subsidiaries to terminate the employment of any employee of, or the service relationship of any other service provider to, the Surviving Company or any of its Subsidiaries following the Closing in accordance with applicable Law and any pre-existing contractual relationship. Further, this Section 6.05 shall be binding upon and inure solely to the benefit of the parties to this Agreement, and nothing in this Section 6.05, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.05 or be construed as an amendment, waiver, termination, or creation of any benefit or compensation plan, program, agreement, Contract, policy, or arrangement of Purchaser, the Surviving Company, or any of the Surviving Company's Subsidiaries. (c) Upon reasonable requestPurchaser shall deliver, H&H Group shall provide to Buyer, and Buyer shall provide to H&H Group, such documents, data and information as may reasonably be necessary to implement the provisions of this Section 7.07 and to administer their respective benefit plans. (d) Effective as of the Closing, NewcoFinal Effective Time, the Company retention bonuses in the form and each of amount as set forth on Schedule 6.05(c). As an incentive to the Sold Subsidiaries shall withdraw from participation RMU and MUR holders who agreed to receive RSAs as set forth in all Benefit Plans other than Transferred Company Benefit Plans, and, except as provided in this Section 7.07, Buyer 1.04(a) and its Affiliates (including Newco, the Company and the Sold SubsidiariesSection 1.04(c), Purchaser shall become responsible for any Transferred Company Benefit Plans. From and after the Closingdeliver RSAs, Buyer and its Affiliates (including Newco, the Company and the Sold Subsidiaries) shall have no Liability relating to any Benefit Plans or other employee benefit plans other than the Transferred Company Benefit Plans, and H&H Group and its Affiliates shall indemnify and hold harmless Buyer and its Affiliates together with respect to any and all such Liabilities. (e) As of the Closing Date, Seller shall cause each individual employed in the United States by any Sold Subsidiary or United States expatriate employed outside of the United States by any Sold Subsidiary (each, a "Subject Employee") to be fully vested in his or her account balance in, and accrued benefit under, the Bairnco Corporation 401(k) Plan & Trust ("Seller's 401(k) Plan"). Each Subject Employee shall be entitled to distribution of his or her account balance or accrued benefit as authorized by, and subject to the limitations of, Seller's 401(k) Plan and applicable Law. Buyer and Seller shall reasonably cooperate to facilitate the direct rollover of distributions due Buyer New Employees from Seller's 401(k) Plan, where elected by a Buyer New Employee within ninety (90) days of the Closing Date, Restricted Stock Award Agreement in the form of cash or Exhibit E hereto, to those persons, in the distributee's promissory note, amounts and Seller shall take, or cause to be taken, any action reasonably required to avoid any default of a Buyer New Employee's loan from Seller's 401(k) Plan pending completion of such direct rollover (f) Nothing in Section 7.07, expressed or implied, shall (i) confer upon any of with the employees of H&H Group, Seller, Buyer, the Company, Newco or any of their respective Affiliates or representatives, any rights or remedies, including any right to benefits or employment, or continued benefits or employment, for any specified period, of any nature or kind whatsoever by reason of this Agreement, (ii) be construed to establish, amend or modify any benefit plan, program or contract or (iii) prohibit Buyer from, or any in any manner limit Buyer's right to, terminate the employment of any specific employee, terminate or modify any employee benefit plan or dispose of all or any portion of the Businessesvesting schedule set forth on Schedule 6.05(c).

Employment and Benefit Arrangements. (a) Buyer For at least twelve (12) months following the Closing Date, the Purchaser shall cause the Company to provide employees of the Company and its Subsidiaries with compensation that is substantially equivalent to the compensation provided to such employees prior to the Closing and to either (i) maintain in effect on behalf of employees of the Company and its Subsidiaries all employment, severance, termination, consulting, retirement and other compensation and benefit plans, programs, arrangements, agreements and policies (other than any equity-based plans) of the Company or its Subsidiaries as in effect as of the date hereof (the "Company Plans") or (ii) provide all employees of the Company and its Subsidiaries with such compensation and benefit plans (other than any equity-based plans), programs, arrangements, agreements and policies as are provided to similarly situated employees of the Purchaser; provided that such benefit plans, programs, arrangements, agreements and policies provide a level of benefits that in the aggregate is substantially equivalent to the aggregate level of benefits provided under the Company Plans as of the Closing. (b) The Purchaser shall take all actions necessary so that employees of the Company and its Subsidiaries shall receive service credit for all purposes (other than for purposes of benefit accrual under a defined benefit pension plan or for subsidized early retirement benefits) under any compensation or benefit plans, programs, arrangements, agreements and policies sponsored by the Purchaser or any of its Affiliates, except to the extent duplication of benefits would result. To the extent that the Purchaser modifies any welfare benefit coverage or plan under which the employees of the Company and its Subsidiaries participate, the Purchaser shall use commercially reasonable efforts to provide that all employees of Newco, the Company and the Sold Subsidiaries shall receive service credit for purposes of eligibility, vesting and benefit accruals (solely, in the case of benefit accruals for purposes of determining vacation and severance) with respect to all periods of service with Seller, the Company, Newco, the Sold Subsidiaries or waive any of their predecessors prior to the Closing Date for all purposes under any comparable employee benefit or compensation plans, contracts, programs, policies arrangements and agreements established or maintained by Buyer and its Affiliates (including, after the Closing, Newco, the Company and the Sold Subsidiaries) (the "Buyer Benefit Plans"); provided, however, that no such service recognition shall result in any duplication of benefits. (b) Buyer shall take all necessary actions (i) to waive or cause to be waived any applicable waiting periods, pre-existing pre‑existing conditions or actively-at-work actively‑at‑work requirements for employees (and, where applicable, the dependents and beneficiaries of the employees) of Newco, the Company and the Sold Subsidiaries under all Buyer Benefit Plans that are self-insured medical plans and (ii) to shall give or grant such employees (and, where applicable, the dependents and beneficiaries of the employees) credit under all Buyer Benefit Plans that are self-insured medical the new coverages or benefit plans (for purposes of annual deductibles, co-co‑insurance and out‑of‑pocket payments and out-of-pocket limits for any covered claims incurred or payments made that have been paid or incurred by the employees or their dependents made prior to the Closing Date during the plan year in which the Closing Date such welfare benefit coverage or plan modification occurs, in each case, to the extent all information reasonably necessary to implement such actions has been received from H&H Group. (c) Upon reasonable requestFor a period of ninety (90) days after the Closing Date, H&H Group the Purchaser shall provide to Buyernot, and Buyer shall provide not allow the Company or any of its Subsidiaries to, terminate employees of the Company or any of its Subsidiaries in such numbers as would trigger any liability under the WARN Act. After the Closing, the Purchaser shall cause the Company and its Subsidiaries to H&H Groupcomply with any and all applicable notice or filing requirements under the WARN Act. At and after the Closing, such documentsthe Purchaser shall be solely responsible for any obligations arising under Section 4980B of the Code with respect to all current or former employees or other service providers of the Company or any of its Subsidiaries and any beneficiaries thereof who are "M&A qualified beneficiaries" as defined in Treasury Regulation §54.4980B‑9. (d) If requested by the Purchaser in writing at least ten (10) days prior to the Closing, data to the extent permitted by applicable Laws and information the terms of the applicable Company Plan, the Company shall pass resolutions providing for the termination of the Company Profit Sharing 401(k) Plan (the "Company 401(k) Plan") effective on the day immediately prior to the Closing Date but contingent on the occurrence of the Closing; provided that if the foregoing occurs the Purchaser shall permit the employees of the Company or any of its Subsidiaries who are participants in the Company 401(k) Plan to be eligible immediately following the Closing (i) to participate in a 401(k) plan maintained by the Purchaser or its Affiliates (the "Purchaser's 401(k) Plan") and (ii) to make rollover contributions of their account balances from the Company 401(k) Plan that are "eligible rollover distributions" (as may reasonably be necessary defined in Section 402(c)(4) of the Code) to implement the Purchaser's 401(k) Plan, including rollovers of promissory notes evidencing any outstanding plan loans under the Company 401(k) Plan. (e) Nothing in this Section 9.03: (i) shall give any Person other than the parties to this Agreement, including any employees of the Company or any of its Subsidiaries, any right to enforce the provisions of this Section 7.07 and to administer their respective benefit plans. (d) Effective 9.03 as of the Closing, Newco, the Company and each of the Sold Subsidiaries shall withdraw from participation in all Benefit Plans other than Transferred Company Benefit Plans, and, except as provided in this Section 7.07, Buyer and its Affiliates (including Newco, the Company and the Sold Subsidiaries), shall become responsible for any Transferred Company Benefit Plans. From and after the Closing, Buyer and its Affiliates (including Newco, the Company and the Sold Subsidiaries) shall have no Liability relating to any Benefit Plans or other employee benefit plans other than the Transferred Company Benefit Plans, and H&H Group and its Affiliates shall indemnify and hold harmless Buyer and its Affiliates with respect to any and all such Liabilities. (e) As of the Closing Date, Seller shall cause each individual employed in the United States by any Sold Subsidiary or United States expatriate employed outside of the United States by any Sold Subsidiary (each, a "Subject Employee") to be fully vested in his or her account balance in, and accrued benefit under, the Bairnco Corporation 401(k) Plan & Trust ("Seller's 401(k) Plan"). Each Subject Employee shall be entitled to distribution of his or her account balance or accrued benefit as authorized by, and subject to the limitations of, Seller's 401(k) Plan and applicable Law. Buyer and Seller shall reasonably cooperate to facilitate the direct rollover of distributions due Buyer New Employees from Seller's 401(k) Plan, where elected by a Buyer New Employee within ninety (90) days of the Closing Date, in the form of cash or the distributee's promissory note, and Seller shall take, or cause to be taken, any action reasonably required to avoid any default of a Buyer New Employee's loan from Seller's 401(k) Plan pending completion of such direct rollover (f) Nothing in Section 7.07, expressed or implied, shall (i) confer upon any of the employees of H&H Group, Seller, Buyer, the Company, Newco or any of their respective Affiliates or representatives, any rights or remedies, including any right to benefits or employment, or continued benefits or employment, for any specified period, of any nature or kind whatsoever by reason of this Agreementthird-party beneficiary, (ii) be construed treated as an amendment of any particular Plan or (subject to establishcompliance with the other provisions of this Section 9.03) prevent Purchaser, amend the Company or modify any of their Affiliates from amending or terminating any of their benefit plan, program or contract plans in accordance with their terms or (iii) prohibit Buyer fromexcept as specifically provided in Section 9.03(c), prevent Purchaser, the Company or any in any manner limit Buyer's right toof their Affiliates, terminate after the Closing, from terminating the employment of any specific employee, terminate or modify any employee benefit plan or dispose of all the Company or any portion of the Businessesits Subsidiaries.