PAYROLL OBLIGATION Sample Clauses

PAYROLL OBLIGATION. For all periods prior to the Closing Date and continuing until the earlier of: a) the date Buyer ceases taking calls in Seller’s existing TAS office; or, b) a date not later than April 30, 2002 (“Employee Transfer Date”), Seller shall be responsible for the payment of all wages, withholdings, benefits and other taxes for all employees of the Business. Within three days of receipt of invoices from Seller Buyer will reimburse Seller for the actual TAS Business employee costs incurred by Seller between the Closing Date and the Employee Transfer Date including wages, overtime, employer FICA taxes, health and dental benefits and any other direct costs of employing the TAS Business employees. Seller will account to its employees for vacation pay and permit the employees to be paid for accrued but untaken vacation or to continue to accrue the vacation pay after closing. At Closing Seller will provide Buyer with a schedule of current employee vacation accruals that were not paid as part of Closing and Buyer will deduct such amount from the purchase price. The parties will work together to effectuate the smooth transition. Seller will terminate the employees on the Employee Transfer Date and Seller will be responsible for all costs related to termination of the employees. At closing of this transaction, Seller shall deliver to Buyer copies of personnel files of all Seller’s employees and assign to Buyer any restrictive covenant signed by an employee. Seller will indemnify Buyer from any claims of any employee that was related to any period prior to the Employee Transfer Date. Buyer will offer employment to all active employees of Seller’s TAS business at rates of pay equal to their present compensation until the Employee Transfer Date. Buyer will use its best efforts to accommodate requests from employees for specific shifts. Buyer shall not have any responsibility or obligation to previous employees of Seller with respect to any pension plan that may have been provided by Seller; nor does Buyer have any obligation to provide a pension plan. After the Employee Transfer Date, Seller’s employees who are employed by Buyer will be offered Health and Medical benefits consistent with Buyer’s policies without any waiting period. In the event that Buyer’s benefits cannot be in place at the Employee Transfer Date, Buyer will reimburse Seller’s employees electing COBRA coverage an amount equal to ½ of single coverage on Seller’s plan until Buyer’s benefits become available o...