POST-CLOSING ERISA ASSESSMENT Sample Clauses

POST-CLOSING ERISA ASSESSMENT. As soon as reasonably practicable and no later than eight (8) months following the Effective Time, Parent shall evaluate the benefit plans, policies, procedures, employment records, and other documents of the Company in order to determine any potential exposure of the Surviving Corporation to liability under ERISA with respect to eligibility requirements under the Company 401(k) Plan (such evaluation hereinafter referred to as the "ERISA Assessment"). Upon completion of the ERISA Assessment, Parent shall provide written notice to the Stockholders' Representative of its good faith estimate of the amount of funds reasonably sufficient to pay for potential (determined in accordance with a reasonable application of applicable law) claims related to violations of ERISA ("ERISA Claims") that are discovered during the ERISA Assessment, including reasonable legal fees not to exceed $10,000 to cover the costs of the ERISA Assessment. Parent and each of the Company Stockholders hereby agree that all ERISA Claims shall be addressed as provided for in the Escrow Agreement.