Liabilities under Benefit Plans. Except as expressly provided in this Section 8.7, (i) Seller shall remain solely responsible for any and all liabilities and obligations arising under the Benefit Plans, and Purchaser shall not assume or otherwise acquire any of the Benefit Plans, and (ii) for purposes of this Agreement, liabilities under the Benefit Plans shall be considered Excluded Liabilities.
Liabilities under Benefit Plans. Seller shall retain all, and Purchaser shall not assume and shall not be deemed to have assumed any, Liability or responsibility for any Liabilities under, with respect to or arising in connection with, any Benefit Plan or with respect to any Seller Employee, including Transferred Employees.
Liabilities under Benefit Plans. Except as expressly provided in the last sentence of Section 8.7(c), (i) Seller shall remain solely responsible for any and all liabilities and obligations arising under the Benefit Plans, and Purchaser shall not assume or otherwise acquire any of the Benefit Plans, and (ii) for purposes of this Agreement, liabilities under the Benefit Plans shall be considered Excluded Liabilities. In addition, the following shall be considered Excluded Liabilities: (i) any and all liabilities arising under or in connection with any other employee benefit or compensation plan, policy, arrangement or agreement with respect to which the Seller or any ERISA Affiliate has any liability (whether actual or contingent); and (ii) any and all liabilities in respect of salary, bonus, vacation or paid time off, payable to employees or former employees of Seller except as expressly provided in the last sentence of Section 8.7(c).
Liabilities under Benefit Plans. (a) Purchaser agrees to assume, as of the Closing Date, sponsorship of and liability for, all Benefit Plans to the extent such liabilities constitute Assumed Obligations, including liability for continuation coverage under section 4980B(f) of the Code arising with respect to events occurring before, on or after the Closing Date. Purchaser agrees to honor and to make required payments in accordance with all Benefit Plans to the extent such liabilities constitute Assumed Obligations, and further agrees that, for a period of six months immediately following the Closing Date, it shall provide that such employees and former employees may participate in plans of Purchaser which provide benefits that are substantially comparable to those provided to them under the Benefit Plans on the date of this Agreement ("Purchaser Benefit Plans"). Purchaser agrees that for periods after the Closing Date, it shall provide group health benefits sufficient to satisfy the obligations of Seller and its Affiliates under Section 4980B of the Code so that neither the Seller nor its Affiliates shall incur any tax under Section 4980B or liability under Part 6 of Title I of ERISA with respect to the Benefit Plans for continuation coverage after the Closing Date (whether such obligation arises on account of qualifying events occurring before, on or after the Closing Date).
Liabilities under Benefit Plans. Except as expressly provided in this Section 8.7, (i) BOA shall remain solely responsible for any and all liabilities and obligations arising under or with respect to the Benefit Plans, and Purchaser shall not assume or otherwise acquire any of the Benefit Plans, and (ii) for purposes of this Agreement, liabilities under or with respect to the Benefit Plans shall be considered Excluded Liabilities.
Liabilities under Benefit Plans. (a) Each Seller shall retain all of its Benefit Plans, and neither Purchaser shall purchase any assets of, and neither Purchaser shall assume nor be deemed to have assumed any liability or responsibility for any obligations or liabilities under, with respect to or arising in connection with, any Benefit Plan, whenever arising, or any liability or responsibility of either Seller with respect to any Affected Employee, including Hired Employees.
Liabilities under Benefit Plans. Neither the Seller nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable state or local Law; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation, (iii) incurred any Liability to the Pension Benefit Guaranty Corporation in connection with any Benefit Plan covering any active, retired, or former employees or directors of the Seller or any of its ERISA Affiliates, including, but not limited to, any Liability under Section 4069 or 4212(c) of ERISA or any penalty imposed under Section 4071 of ERISA; (iv) ceased operations at any facility or withdrawn from any employee benefit plan in a manner that could subject it to Liability under Section 4062, 4063, or 4064 of ERISA; (v) failed to comply with Sections 601 to 608 of ERISA and Section 4980B of the Code; or (vi) incurred or reasonably expects to incur, any withdrawal liability (including any contingent or secondary withdrawal liability) under Title IV of ERISA. Nothing has occurred that presents a risk of the occurrence of any withdrawal from or the partition, termination, reorganization, or insolvency of any Multiemployer Plan that could reasonably be expected to result in any Liability, including any withdrawal liability under Title IV of ERISA, to the Seller or any ERISA Affiliate. No complete or partial termination of any Benefit Plan has occurred. Nothing has occurred that could reasonably be expected to constitute grounds under Title IV of ERISA to terminate, or appoint a trustee to administer, any Benefit Plan and no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for such plan. The Purchaser shall not have any Liability with respect to any terminated employee benefit plan of the Seller, or any current or former ERISA Affiliate, except to the extent included in the Closing Date Working Capital or as otherwise contemplated by this Agreement and the Ancillary Documents.
