Common use of General Employee Provisions Clause in Contracts

General Employee Provisions. (a) Seller shall, and Buyer shall cause Services Company to, give any notices required by law and take whatever other actions with respect to the plans, programs and policies described in this Article 5 as may be necessary to carry out the arrangements described in this Article 5. (b) Seller shall, and Buyer shall cause Services Company to, provide each other with such plan documents and descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Article 5. (c) If any of the arrangements described in this Article 5 are determined by the Internal Revenue Service or other applicable Government Authority with competent jurisdiction, or by a court of competent jurisdiction, to be prohibited by law, Seller and Buyer and Service Company shall modify such arrangements to (as closely as possible) retain the intent and economic benefits and burdens of Seller and Buyer as reflected herein in a manner which is not prohibited by law. (d) In the event that Services Company hires any Remaining Employee within six months after he or she terminates employment with Seller, Buyer shall cause Services Company to notify Seller of such event and shall reimburse Seller for any severance pay paid by Seller to such Remaining Employee within ten business days after the date any such Remaining Employee is employed by Services Company. (e) Nothing herein express or implied by this Agreement shall (i) be construed to establish, amend or modify any benefit or compensation plan, program, agreement or arrangement of Seller, Buyer, Services Company or any of their respective Affiliates or (ii) constitute a limitation on or restriction against the right of Seller, Buyer, Services Company or any of their respective Affiliates to amend, modify or terminate any such plan, program, agreement or arrangement. (f) Subject to Buyer or Services Company having received the consent of applicable Prospective Employees, Seller agrees to provide to Buyer or Services Company person in charge dock training records and other training records as mutually agreed by the Parties with regard to such Prospective Employees.

General Employee Provisions. (a) Seller shall, and Buyer shall cause Services Company to, give any notices required by law and take whatever other actions with respect to the plans, programs programs, arrangements, and policies described in this Article 5 11 as may be reasonably necessary or appropriate to carry out the arrangements described in this Article 511. (b) Seller shall, and Buyer shall cause Services Company to, provide each other with such plan documents and descriptions, employee data or other information as may be reasonably required to carry out the intent of the arrangements described in this Article 511. (c) If any of the arrangements described in this Article 5 11 are determined by the Internal Revenue Service or other applicable Government Authority with competent jurisdictionAuthority, or by a court of competent jurisdiction, to be prohibited by law, Seller and Buyer and Service Company shall modify such arrangements to (as closely as possible) retain the intent and economic benefits and burdens of Seller and Buyer the parties as reflected herein in a manner which is not prohibited by law. (d) In the event that Services Company Buyer hires any Remaining Employee within six (6) months after he or she terminates employment with Seller’s employment, Buyer shall cause Services Company to will notify Seller of such event and shall reimburse Seller for any severance pay paid by Seller to such Remaining Employee within ten business days three (3) Business Days after the date any such Remaining Employee is they are employed by Services CompanyBuyer. (e) Nothing Notwithstanding any provision in this Article 11, nothing herein express is intended to confer on any Affected Employee a duplication of coverage or implied by benefits or a duplication of service credit. (f) Notwithstanding any provision in this Agreement or the Transition Services Agreement, nothing herein is intended to or shall (i) be construed to establish, amend or modify any benefit or compensation plan, program, agreement or arrangement of Seller, Buyer, Services Company or any of their respective Affiliates or (ii) constitute a limitation on or restriction against the right of Seller, Buyer, Services Company or any of their respective Affiliates to amend, modify or terminate any such benefit plan, programprogram or arrangement or to affect Buyer’s or Seller’s (or their ERISA Affiliate’s) ability to amend, agreement modify or terminate any benefit plan, program or arrangement. (fg) Subject Buyer and Seller acknowledge and agree that (i) Seller will be responsible for performing all Tax withholding, payment and reporting duties with respect to Buyer or Services Company having received the consent of applicable Prospective Employees, Seller agrees to provide to Buyer or Services Company person in charge dock training records any wages and other training records as mutually agreed compensation, including incentive plan payments, paid by Seller to any Prospective Employee in connection with the Parties operation or conduct of the Transferred Properties prior to, on or after the Closing Date, and (ii) Buyer will be responsible for performing all Tax withholding, Table of Contents payment and reporting duties with regard respect to such Prospective Employeesany wages and other compensation paid by Buyer to any Affected Employee after the Closing Date.

General Employee Provisions. (ai) Seller shall, Spartan and Buyer Xxxxxxx shall cause Services Company to, give any notices required by law Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Article 5 Section 10.1 as may be necessary to carry out the arrangements described in this Article 5Section 10.1. (bii) Seller shall, Spartan and Buyer Xxxxxxx shall cause Services Company to, provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Article 5Section 10.1. (ciii) If any of the arrangements described in this Article 5 Section 10.1 are determined by the Internal Revenue Service IRS or other applicable Government Authority with competent jurisdiction, or by a court of competent jurisdiction, Governmental Body to be prohibited by law, Seller Spartan and Buyer and Service Company Xxxxxxx shall modify such arrangements to (as closely as possible) possible reflect their expressed intent and retain the intent and allocation of economic benefits and burdens of Seller and Buyer as reflected to the parties contemplated herein in a manner which that is not prohibited by law. (div) In the event that Services Company hires any Remaining Employee within six months after he or she terminates employment Spartan shall provide Xxxxxxx with Sellercompleted I-9 forms and attachments with respect to all Hired Active Employees, Buyer shall cause Services Company except for such employees as Spartan certifies in writing to notify Seller of Xxxxxxx are exempt from such event and shall reimburse Seller for any severance pay paid by Seller to such Remaining Employee within ten business days after the date any such Remaining Employee is employed by Services Companyrequirement. (ev) Nothing herein express Xxxxxxx shall not have any responsibility, liability or implied obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by this Agreement shall (i) be construed to establish, amend or modify any benefit or compensation plan, program, agreement or arrangement of Seller, Buyer, Services Company or any of their respective Affiliates or (ii) constitute a limitation on or restriction against the right of Seller, Buyer, Services Company or any of their respective Affiliates to amend, modify or terminate any such plan, program, agreement or arrangementSpartan. (fvi) Subject to Buyer or Services Company having received the consent of applicable Prospective Employees, Seller agrees to provide to Buyer or Services Company person in charge dock training records and other training records as mutually agreed by the Parties with With regard to such Prospective Employeesany workers' compensation claim by a former Spartan employee who becomes employed by Xxxxxxx, the Liability of each party with respect to workers' compensation shall be as provided under applicable workers' compensation law. (vii) Spartan shall have no Liability for any unemployment compensation taxes or contributions payable by Xxxxxxx based on Xxxxxxx'x payroll. Responsibility for unemployment benefits payable to a former Spartan employee who becomes a Xxxxxxx employee shall be as provided under applicable unemployment compensation law.

General Employee Provisions. (a) Seller shall, Sellers and Buyer Buyers shall cause Services Company to, give any notices required by law and take whatever other actions with respect to the plans, programs and policies described in this Article 5 11 as may be necessary to carry out the arrangements described in this Article 511. (b) Seller shall, Sellers and Buyer Buyers shall cause Services Company to, provide each other with such plan documents and descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Article 511. (c) If any of the arrangements described in this Article 5 11 are determined by the Internal Revenue Service or other applicable Government Authority with competent jurisdictionAuthority, or by a court of competent jurisdiction, to be prohibited by law, Seller Sellers and Buyer and Service Company Buyers shall modify such arrangements to (as closely as possible) retain the intent and economic benefits and burdens of Seller and Buyer the parties as reflected herein in a manner which is not prohibited by law. (d) In the event that Services Company hires Buyers hire any Remaining Employee within six months after he or she terminates employment with SellerSellers’ employment, Buyer shall cause Services Company to Buyers will notify Seller Sellers of such event and shall reimburse Seller Sellers for any severance pay paid by Seller Sellers to such Remaining Employee within ten three business days after the date any such Remaining Employee is they are employed by Services CompanyBuyers. (e) Nothing Notwithstanding anything to the contrary in this Article 11, the Parties’ obligations under this Article 11 with respect to Represented Employees shall be subject to Buyers’ successful negotiations of the terms and conditions described herein express or implied by this Agreement shall (i) be construed with the Refinery Union. With respect to establish, amend or modify any benefit or compensation plan, program, agreement or arrangement the negotiation of Seller, Buyer, Services Company or any of their respective Affiliates or (ii) constitute a limitation on or restriction against the right of Seller, Buyer, Services Company or any of their respective Affiliates to amend, modify or terminate any such planapplicable collective bargaining agreement, programBuyers agree to offer to the Refinery Union representing any Represented Employee, the terms and conditions of employment as described in this Article 11. Buyers further agree to assume the collective bargaining agreement or arrangementas listed in Schedule 4 hereto between CUSA and the Refinery Union representing any Represented Employee who becomes an Affected Employee. (f) Subject Buyers agree that Sellers shall assign to Buyer or Services Company having received Buyers and Buyers shall accept and assume as of the consent date the Affected Employee terminates employment with Sellers any outstanding loan that Sellers may have made to Affected Employees. In exchange for such assignment and assumption, Buyers shall, on the day of applicable Prospective Employeessuch assignment, Seller agrees transfer to provide Sellers an amount equal to Buyer or Services Company person in charge dock training records and other training records the then outstanding amount of principal due under such loans. Any such loans outstanding as mutually agreed by of the Parties with regard to such Prospective Employeesdate hereof are listed on Schedule 21 hereto.

General Employee Provisions. (a) The Seller shall, and the Buyer shall cause Services Company to, will give any notices required by law and take whatever other actions with respect to the plans, programs and policies described in this Article 5 7 as may be necessary to carry out the arrangements described in this Article 57. (b) The Seller shall, and the Buyer shall cause Services Company to, will provide each other with such plan documents and descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Article 57. (c) From the Effective Date through the Closing Date, the Seller will provide Buyer and its designees (as described in Section 5.2) with access to the Employees at the location of the Business for interviews, discussions, meetings and the like so that Buyer can become familiar with the Employees and to assist in the transition of the Employees to Buyer and for such other reasonable purposes as Buyer may determine necessary. Buyer shall indemnify, defend and hold harmless Seller Protected Parties (as defined in Section 11.2) from and against any and all Losses (as defined in Section 11.1) that may arise in connection with or as a result of Buyer's activities with respect to the Employees as provided in this Section 7.5(c). (d) If any of the arrangements described in this Article 5 7 are determined by the Internal Revenue Service or other applicable Government Authority with competent jurisdictiongovernmental authority, or by a court of competent jurisdiction, to be prohibited by law, the Seller and the Buyer and Service Company shall will modify such arrangements to (as closely as possible) possible retain the intent and economic benefits and burdens of Seller and Buyer the parties as reflected herein in a manner which is not prohibited by law. (d) In the event that Services Company hires any Remaining Employee within six months after he or she terminates employment with Seller, Buyer shall cause Services Company to notify Seller of such event and shall reimburse Seller for any severance pay paid by Seller to such Remaining Employee within ten business days after the date any such Remaining Employee is employed by Services Company. (e) Nothing herein express or implied by No provision of this Agreement shall (i) be construed will create any third party beneficiary rights to establishany person, amend including without limitation any Transferred Employee or modify any dependent of a Transferred Employee, in respect of continued employment or resumed employment and no provision of this Agreement will create any third party beneficiary rights in any person, including without limitation any Transferred Employee or any dependent of a Transferred Employee, in respect of any employee benefit or compensation plan, program, agreement plan or arrangement of Seller, Buyer, Services Company or any of their respective Affiliates or (ii) constitute a limitation on or restriction against other arrangement which may be maintained from time to time by the right of Seller, Buyer, Services Company or any of their respective Affiliates to amend, modify or terminate any such plan, program, agreement or arrangement. (f) Subject The Seller and the Buyer agree to Buyer or Services Company having received utilize the consent "Alternative Procedure" provided in Section 5 of applicable Prospective Employeesthe Revenue Procedure 84-77, Seller agrees 1984-2 Cumulative Bulletin 753, with respect to provide to Buyer or Services Company person in charge dock training records filing and other training records as mutually agreed by the Parties with regard to such Prospective Employeesfurnishing Internal Revenue Service Forms W-2, W-3, and 941.

General Employee Provisions. (ai) Seller shall, and Buyer shall cause Services Company to, give any notices required by law Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Article 5 Section 10.1 as may be necessary to carry out the arrangements described in this Article 5Section 10.1. (bii) Seller shall, and Buyer shall cause Services Company to, provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Article 5Section 10.1. (ciii) If any of the arrangements described in this Article 5 Section 10.1 are determined by the Internal Revenue Service IRS or other applicable Government Authority with competent jurisdiction, or by a court of competent jurisdiction, Governmental Body to be prohibited by law, Seller and Buyer and Service Company shall modify such arrangements to (as closely as possible) possible reflect their expressed intent and retain the intent and allocation of economic benefits and burdens of Seller and Buyer as reflected to the parties contemplated herein in a manner which that is not prohibited by law. (div) In If not provided prior to the event that Services Company hires any Remaining Employee within six months after he or she terminates employment with date hereof, then upon request by Seller, Buyer shall cause Services Company provide to notify Seller a written true and complete statement of such event and its then current plans to make any future changes in the working conditions (including any relocation thereof) of any of the Transferable Employees ("CHANGE TO WORKING CONDITIONS STATEMENT") with the understanding that, with respect to those jurisdiction that require it, Seller shall reimburse Seller for any severance pay paid include word-for-word the Change to Working Conditions Statement provided by Seller Buyer in an informational letter to such Remaining Employee within ten business days after the date any such Remaining Employee is employed by Services Companyapplicable Transferable Employees ("STATUTORILY REQUIRED EMPLOYEE INFORMATION LETTERS"). The details with regard to the German information procedure are set out in Schedule 10.1(b)(iv). (ev) Nothing herein express Seller, using its Commercially Reasonable Efforts, shall commence or implied cause the Seller Local Entities to commence the necessary consultation and information proceedings, required under the national labour and employment laws, in order to fulfill the legal requirements in the relevant jurisdictions which have to be observed in order to implement the sale and purchase contemplated by this Agreement Agreement. Seller and Buyer will consult with each other concerning these proceedings and Buyer shall (i) be construed to establish, amend or modify any benefit or compensation plan, program, agreement or arrangement of cooperate with Seller, Buyer, Services Company or any of their respective Affiliates or (ii) constitute a limitation on or restriction against the right of Seller, Buyer, Services Company or any of their respective Affiliates to amend, modify or terminate any such plan, program, agreement or arrangement. (f) Subject to Buyer or Services Company having received the consent of applicable Prospective Employees, Seller agrees to provide to Buyer or Services Company person in charge dock training records and other training records as mutually agreed by the Parties with regard to such Prospective Employees.

General Employee Provisions. (ai) Seller shall, and Buyer shall cause Services Company to, give any notices required by law Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Article 5 Section 10.1 as may be necessary to carry out the arrangements described in this Article 5Section 10.1. (bii) Seller shallBuyer shall not adopt, assume or otherwise become responsible for, or have any responsibility, Liability or obligation, whether primarily or as a successor employer, and Buyer shall cause Services Company towhether to Active Employees, provide each employees or former employees of the Seller or any ERISA Affiliate of Seller, their beneficiaries, any Governmental Body, or to any other Person, with respect to any of the Employee Plans (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension). The preceding sentence applies to any Liability with respect to such plan documents and descriptionsEmployee Plans, employee data regardless of when (before or other information as after the Closing) or how such Liability may be reasonably required to carry out the arrangements described in this Article 5arise. (ciii) If Buyer shall not have any responsibility, liability or obligation, whether primarily or as a successor employer, with respect to any Seller Employment Liabilities. For purposes of the arrangements described preceding sentence, the term “Seller Employment Liabilities” shall mean any claims, liabilities, costs, taxes, expenses or compensation which exist, which arise by reason of, or which are in this Article 5 are determined any way connected with or based on (1) any person’s employment relationship with Seller and/or the termination of such relationship, (2) any fair employment practices act of any Governmental Body and/or any law, ordinance or regulation promulgated by the Internal Revenue Service any such Governmental Body as applied to employees of Seller in connection with their employment or other applicable Government Authority with competent jurisdiction, or by a court of competent jurisdiction, to be prohibited by law, Seller and Buyer and Service Company shall modify such arrangements to (as closely as possible) retain the intent and economic benefits and burdens of Seller and Buyer as reflected herein in a manner which is not prohibited by law. (d) In the event that Services Company hires any Remaining Employee within six months after he or she terminates employment relationship with Seller, Buyer shall cause Services Company (3) interference with and/or breach of contract with employees of Seller in connection with their employment or other relationship with Seller, (4) retaliatory or wrongful discharge of any employee of Seller in connection with their employment or other relationship with Seller, (5) intentional or negligent infliction of emotional distress or mental anguish upon employees of Seller in connection with their employment or other relationship with Seller, (6) outrageous conduct with respect to notify employees of Seller in connection with their employment or other relationship with Seller, (7) interference with business relationships, contractual relationships or employment relationships involving employees of Seller in connection with their employment or other relationships with Seller and any third party, (8) breach of duty, fraud, fraudulent inducement to contract, breach of right of privacy, libel, slander, or tortuous conduct of any kind with respect to employees of Seller in connection with their employment or other relationship with Seller, (9) violations of Title VII of the Civil Rights Act of 1964 and/or the Civil Rights Act of 1000 xxx/xx 00 X.X.X. §0000 with respect to employees of Seller in connection with their employment or other relationship with Seller, (10) violations of Age Discrimination in Employment Act of 1967, the Age Discrimination Claims Assistance Act of 1988 and/or the Older Workers’ Benefit Protection Act with respect to employees of Seller in connection with their employment or other relationship with Seller, (11) violations of the handicap or disability discrimination laws or acts of any Governmental Body, including, but not limited to, the Rehabilitation Act of 1973 and the Americans with Disabilities Act with respect to employees of Seller in connection with their employment or other relationship with Seller, (12) discriminatory or wrongful acts against employees of Seller in connection with their employment or other relationship with Seller, (13) violations of ERISA or the Family and Medical Leave Act or the Fair Labor Standards Act with respect to employees of Seller in connection with their employment or other relationship with Seller, (14) violations of the workers’ compensation laws of any Governmental Body by Seller or with respect to employees of Seller in connection with their employment or other relationship with Seller, (15) violations of any other law or regulations of any Governmental Body with respect to employees of Seller in connection with their employment or other relationship with Seller, (16) incorrect classification by Seller of such event and shall reimburse Seller for any severance pay paid by Seller to such Remaining Employee within ten business days after the date any such Remaining Employee is employed by Services Company. (e) Nothing herein express individuals as either employees or implied by this Agreement shall (i) be construed to establishindependent contractors, amend or modify any benefit or compensation plan, program, agreement or arrangement of Seller, Buyer, Services Company or any of their respective Affiliates or (ii17) constitute a limitation on or restriction against contractor’s service relationship with Seller and/or the right termination of Seller, Buyer, Services Company or any of their respective Affiliates to amend, modify or terminate any such plan, program, agreement or arrangementrelationship. (f) Subject to Buyer or Services Company having received the consent of applicable Prospective Employees, Seller agrees to provide to Buyer or Services Company person in charge dock training records and other training records as mutually agreed by the Parties with regard to such Prospective Employees.

General Employee Provisions. (ai) Seller shall, and Buyer shall cause Services Company to, give any notices required by law Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Article 5 Section 11.1 as may be necessary to carry out the arrangements described in this Article 5Section 11.1, and agree to cooperate with each other as appropriate with respect to communications to affected employees. (bii) Seller and Buyer shall, both before and Buyer shall cause Services Company toafter Closing, provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Article 5Section 11.1 or otherwise facilitate the administration of their respective employee plans and arrangements. (ciii) If any of the arrangements described in this Article 5 Section 11.1 are determined by the Internal Revenue Service IRS or other applicable Government Authority with competent jurisdiction, or by a court of competent jurisdiction, Governmental Body to be prohibited by law, Seller and Buyer and Service Company shall modify such arrangements to (as closely as possible) possible reflect their expressed intent and retain the intent and allocation of economic benefits and burdens of Seller and Buyer as reflected to the parties contemplated herein in a manner which that is not prohibited by law. (div) In Seller agrees to use Best Efforts to obtain signed, written authorizations from all Hired Active Employees stating that Seller is authorized to release their personnel files to Buyer. Seller further agrees that any noncompete or confidentiality provisions of Seller's Contracts with employees who become Hired Active Employees of Buyer shall not apply to such employees' work for Buyer, other than in connection with Excluded Products. At Buyer's request and expense, Seller shall take all such actions as may be appropriate to cause, to the event that Services Company hires any Remaining Employee within six months after he or she terminates employment with Sellerextent possible, Buyer shall cause Services Company to notify Seller benefit from the provisions of such event and shall reimburse Seller for any severance pay paid Seller's Contracts with Active Employees who are not retained by Seller to or hired by Buyer, which provide that such Remaining Employee within ten business days after employees shall keep information regarding the date any such Remaining Employee is employed by Services CompanyBusiness confidential and not compete with the Business. (ev) Nothing herein express Buyer shall not have any responsibility, liability or implied obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any Employee Plans (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by this Agreement shall (i) be construed to establish, amend or modify any benefit or compensation plan, program, agreement or arrangement of Seller, Buyerincluding any responsibility, Services Company liability or obligation with respect to any of their respective Affiliates retiree medical or (ii) constitute a limitation life insurance benefits with respect to individuals who retired from employment with Seller or were otherwise terminated either on or restriction against prior to the right of Seller, Buyer, Services Company or any of their respective Affiliates to amend, modify or terminate any such plan, program, agreement or arrangementClosing Date. (f) Subject to Buyer or Services Company having received the consent of applicable Prospective Employees, Seller agrees to provide to Buyer or Services Company person in charge dock training records and other training records as mutually agreed by the Parties with regard to such Prospective Employees.

General Employee Provisions. (ai) Seller shall, and Buyer shall cause Services Company to, give any notices required -required by law Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Article 5 Section 10.1 as may be necessary to carry out the arrangements described in this Article 5Section 10.1. (bii) Seller shall, and Buyer shall cause Services Company to, provide each other with such plan documents and summary plan descriptions, employee data or other information as may be reasonably required to carry out the arrangements described in this Article 5Section 10.1. (ciii) If any of the arrangements described in this Article 5 Section 10.1 are determined by the Internal Revenue Service IRS or other applicable Government Authority with competent jurisdiction, or by a court of competent jurisdiction, Governmental Body to be prohibited by law, Seller and Buyer and Service Company shall modify such arrangements to (as closely as possible) possible reflect their expressed intent and retain the intent and allocation of economic benefits and burdens of Seller and Buyer as reflected to the parties contemplated herein in a manner which that is not prohibited by law. (div) In the event that Services Company hires any Remaining Employee within six months after he or she terminates employment Seller shall provide Buyer with Sellercompleted 1-9 forms and attachments with respect to all Hired Active Employees, except for such employees as Seller certifies in writing to Buyer shall cause Services Company to notify Seller of are exempt from such event and shall reimburse Seller for any severance pay paid by Seller to such Remaining Employee within ten business days after the date any such Remaining Employee is employed by Services Companyrequirement. (ev) Nothing herein express Buyer shall not have any responsibility, liability or implied obligation, whether to Active Employees, former employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by this Agreement shall Seller. (ivi) be construed Seller will require certain assistance from certain Hired Active Employees to establish, amend or modify any benefit or compensation plan, program, agreement or arrangement process post-Closing obligations of Seller, Buyerincluding, Services Company or any of their respective Affiliates or but not limited to, filings with the Florida Public Service Commission and other regulatory agencies and federal wage and tax filings (ii) constitute a limitation on or restriction against collectively the right of Seller"Post-Closing Obligations"), Buyer, Services Company or any of their respective Affiliates to amend, modify or terminate any such plan, program, agreement or arrangement. (f) Subject to and Buyer or Services Company having received the consent of applicable Prospective Employees, Seller agrees to provide the services of such necessary employees to assist Seller with its Post-Closing Obligations. Such assistance shall not unreasonably interfere with the necessary employees' regular duties for Buyer. As consideration to Buyer or Services Company person in charge dock training records and other training records as mutually agreed by for assistance with Seller's Post-Closing Obligations, Seller shall pay Buyer the Parties with regard sum of Fifty Thousand Dollars ($50,000.00), which sum shall be credited to such Prospective EmployeesBuyer at the Closing.