Common use of Seller Benefit Plans Clause in Contracts

Seller Benefit Plans. Unless otherwise provided under the terms of the applicable Employee Benefit Plan or the Transition Services Agreement, effective as of 12:01 a.m. on the Applicable Closing Date, each Employee shall cease all active participation in and accrual of benefits under the Employee Benefit Plans that are not Assumed Benefit Plans (such Employee Benefit Plans, along with any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintained, contributed to or required to be contributed to by any of the Sellers, the Transferred Subsidiaries or any of their respective ERISA Affiliates, the “Retained Benefit Plans”). The Assumed Benefit Plans are set forth in Section 6.02 of the Disclosure Schedule). Sellers and their affiliates (other than any of the Transferred Subsidiaries) shall retain or assume all liabilities and obligations under or with respect to the Retained Benefit Plans, whether arising before, on or after the Applicable Closing Date (such liabilities and obligations shall be deemed Retained Liabilities for all purposes under this Agreement notwithstanding any other provision of this Agreement), and neither Purchaser nor any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any employee or former employee working in the Business who (i) as of the Applicable Closing Date is receiving or eligible to receive short-term disability benefits under a Retained Benefit Plan, or (ii) as of the Applicable Closing Date is receiving or is in an eligibility waiting or exclusion period for purposes of receiving long-term disability benefits under a Retained Benefit Plan, shall become eligible or continue to be eligible, as applicable, to receive such benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred on or prior to the Applicable Closing Date. Following the Applicable Closing Date, each Transferred Employee shall be permitted to elect to take distribution (subject to applicable Law) of his or her vested accounts under any Retained Benefit Plan that is a U.S. tax-qualified defined contribution plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, in accordance with applicable Law, to an individual retirement account or to a U.S. tax-qualified defined contribution retirement plan established or maintained by Purchaser or a Transferred Subsidiary (the “Buyer U.S. Defined Contribution Plans”), and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, to the Buyer U.S. Defined Contribution Plans where elected by the Transferred Employee. Effective as of 12:01 a.m. on the Applicable Closing Date, Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their terms the Assumed Benefit Plans and shall be solely responsible for all liabilities under the Assumed Benefit Plans, whether arising before, on or after the applicable Closing (such liabilities and obligations shall be Assumed Liabilities for all purposes under this Agreement), and Sellers shall not sponsor, contribute to or maintain, or have any liability with respect to, the Assumed Benefit Plans.

Seller Benefit Plans. Unless otherwise provided under the terms Effective as of the applicable Employee Benefit Plan or the Transition Services Agreement, effective as of 12:01 a.m. on the Applicable Closing Transfer Date, each Transferred Employee shall cease all active participation in and accrual of benefits under the Employee Seller Benefit Plans that are not Assumed Benefit Plans (such Employee Benefit Plans, along with any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintained, contributed to or required to be contributed to by any of the Sellers, the Transferred Subsidiaries or any of their respective ERISA Affiliates, the “Retained Benefit Plans”). The Assumed Benefit Plans are set forth in Without limiting the generality of Section 6.02 of the Disclosure Schedule). Sellers and their affiliates (other than any of the Transferred Subsidiaries) 2.02, Seller shall retain or assume sponsorship of any and all liabilities and obligations under or with Liabilities in respect to the Retained Benefit Plans, whether arising before, on or after the Applicable Closing Date (such liabilities and obligations shall be deemed Retained Liabilities for all purposes under this Agreement notwithstanding any other provision of this Agreement), and neither Purchaser nor any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans. Purchaser shall assume, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality or shall cause its Affiliate to assume sponsorship of the foregoing, (a) any employee or former employee working in the Business who (i) as of the Applicable Closing Date is receiving or eligible to receive short-term disability benefits under a Retained each Seller Benefit Plan, or (ii) if applicable, portion of a Seller Benefit Plan identified as being assumed on Exhibit F. With respect to any Transferred Employee, effective as of the Applicable Closing Date is receiving or is in an eligibility waiting or exclusion period for purposes of receiving long-term disability benefits under a Retained Benefit Plan, shall become eligible or continue to be eligible, as applicable, to receive such benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred on or prior to the Applicable Closing Date. Following the Applicable Closing Date, each Transferred Employee shall be permitted to elect to take distribution (subject to applicable Law) of his or her vested accounts under any Retained Benefit Plan that is a U.S. tax-qualified defined contribution plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, in accordance with applicable Law, to an individual retirement account or to a U.S. tax-qualified defined contribution retirement plan established or maintained by Purchaser or a Transferred Subsidiary (the “Buyer U.S. Defined Contribution Plans”), and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, to the Buyer U.S. Defined Contribution Plans where elected by the Transferred Employee. Effective as of 12:01 a.m. on the Applicable Closing Transfer Date, Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their existing terms the Assumed Benefit Plans and shall be solely responsible for all liabilities under the Assumed Benefit Plans, whether if any. Purchaser shall be solely responsible for, and shall indemnify and hold harmless Seller and its Affiliates against, all Liabilities in respect of the Assumed Benefit Plans with respect to (i) any participant (and any dependent or beneficiary thereof) in an Assumed Benefit Plan who is not a Transferred Employee and (ii) any Transferred Employee (and any dependent or beneficiary thereof) solely to the extent arising before, on or after the applicable Closing (such liabilities and obligations shall be Assumed Liabilities for all purposes under this Agreement), and Sellers Transfer Date. Seller shall not sponsor, contribute to or maintain, or have any liability Liability with respect to, the Assumed Benefit Plans, if any, with respect to any Transferred Employee to the extent arising after the Transfer Date. Seller and its Affiliates shall be solely responsible for, and shall indemnify and hold harmless Purchaser and its Affiliates against, all Liabilities in respect of the Retained Benefit Plans and all Liabilities in respect of any Assumed Benefit Plan with respect to (A) any Transferred Employee (and any dependent or beneficiary thereof) and any other participants (and any dependents or beneficiaries thereof) in such Assumed Benefit Plans solely to the extent arising on or prior to the Transfer Date and (B) any participant (and any dependent or beneficiary thereof) in an Assumed Benefit Plan who is not a Transferred Employee solely to the extent arising on or prior to the Closing Date.

Seller Benefit Plans. Unless otherwise provided (i) Seller shall retain all liabilities with respect to benefits accrued and claims incurred with respect to all U.S. Business Employees and all E.U. Business Employees under the terms of the applicable Employee Benefit Plan or the Transition Services Agreement, effective as of 12:01 a.m. on the Applicable Closing Date, each Employee shall cease all active participation in and accrual of benefits under the Employee Benefit Plans that are not Assumed any Seller Benefit Plans (such Employee Benefit Plans, along with as listed on Schedule 7.5(b)(i) to this Agreement) through the moment immediately preceding the Closing and any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintained, contributed to or required to be contributed to by any of the Sellers, the Transferred Subsidiaries or any of their respective ERISA Affiliates, the “Retained Benefit Plans”). The Assumed Benefit Plans are and all assets set forth in Section 6.02 of the Disclosure Schedule). Sellers and their affiliates (other than any of the Transferred Subsidiaries) shall retain or assume all liabilities and obligations under or aside with respect to the Retained Benefit Plans, whether arising before, on or funding and payment of such liabilities. Seller shall also retain any liabilities which may accrue after the Applicable Closing with respect to any U.S. Business Employee who is not a Hired U.S. Business Employee or which may accrue after the Closing Date in accordance with the terms of Seller's medical and dental expense plans for retired employees and Seller's life insurance program for retired employees (such liabilities and obligations shall be deemed Retained Liabilities together, "Retirement Related Benefits") for all purposes U.S. Business Employees who are eligible for Retirement Related Benefits as of the Closing Date. Seller will be responsible for all bonuses for all U.S. Business Employees attributable to such Employees' employment with Seller during the year 2000 up to the Closing Date. (ii) Except as otherwise provided in this Agreement, as of the first moment of the Closing, all Hired U.S. Business Employees and all E.U. Business Employees will cease to participate as active employees in or accrue benefits under this Agreement notwithstanding the benefit plans of Seller or any other provision of its Affiliates. Thereafter, no Hired U.S. Business Employee or E.U. Business Employee shall assume or be entitled to participate in any Seller Benefit Plan, except to the extent such plans provide by their terms for participation after the Closing Date or as otherwise required by law or by the terms of this Agreement), and neither Purchaser nor any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any employee or former employee working in the Business who (i) as of the Applicable Closing Date is receiving or eligible to receive short-term disability benefits under a Retained Benefit Plan, or (ii) as of the Applicable Closing Date is receiving or is in an eligibility waiting or exclusion period for purposes of receiving long-term disability benefits under a Retained Benefit Plan, shall become eligible or continue to be eligible, as applicable, to receive such benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred on or prior to the Applicable Closing Date. Following the Applicable Closing Date, each Transferred Employee shall be permitted to elect to take distribution (subject to applicable Law) of his or her vested accounts under any Retained Benefit Plan that is a U.S. tax-qualified defined contribution plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, in accordance with applicable Law, to an individual retirement account or to a U.S. tax-qualified defined contribution retirement plan established or maintained by Purchaser or a Transferred Subsidiary (the “Buyer U.S. Defined Contribution Plans”), and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, to the Buyer U.S. Defined Contribution Plans where elected by the Transferred Employee. Effective as of 12:01 a.m. on the Applicable Closing Date, Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their terms the Assumed Benefit Plans and shall be solely responsible for all liabilities under the Assumed Benefit Plans, whether arising before, on or after the applicable Closing (such liabilities and obligations shall be Assumed Liabilities for all purposes under this Agreement), and Sellers shall not sponsor, contribute to or maintain, or have any liability with respect to, the Assumed Benefit Plans.

Seller Benefit Plans. Unless otherwise provided under the terms Effective as of the applicable Employee Benefit Plan or the Transition Services AgreementTransfer Date of any Transferred Employee, effective as of 12:01 a.m. on the Applicable Closing Date, each such Transferred Employee shall cease all active participation in and accrual of benefits under the Employee Seller Benefit Plans that are not Assumed Benefit Plans (such Employee Benefit Plans, along with any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintained, contributed to or required to be contributed to by any of the Sellers, the Transferred Subsidiaries or any of their respective ERISA Affiliates, the “Retained Benefit Plans”). The Assumed , provided that Transferred Employees shall remain on Seller’s Benefit Plans Plan(s) that are set forth in Section 6.02 health plans until the end of the Disclosure Schedule)month of termination. Sellers and their affiliates (other than any of the Transferred Subsidiaries) Seller shall retain or assume sponsorship of any and all liabilities and obligations under or with Liabilities in respect to the Retained Benefit Plans, whether arising before, on or after the Applicable Closing Date (such liabilities and obligations shall be deemed Retained Liabilities for all purposes under this Agreement notwithstanding any other provision of this Agreement), and neither Purchaser nor any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans. With respect to each Transferred Employee, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any employee or former employee working in the Business who (i) effective as of the Applicable Closing Transfer Date is receiving or eligible to receive short-term disability benefits under a Retained Benefit Plan, or (ii) as of the Applicable Closing Date is receiving or is in an eligibility waiting or exclusion period for purposes of receiving long-term disability benefits under a Retained Benefit Plan, shall become eligible or continue to be eligible, as applicable, to receive any such benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred on or prior to the Applicable Closing Date. Following the Applicable Closing Date, each Transferred Employee shall be permitted to elect to take distribution (subject to applicable Law) of his or her vested accounts under any Retained Benefit Plan that is a U.S. tax-qualified defined contribution plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, in accordance with applicable Law, to an individual retirement account or to a U.S. tax-qualified defined contribution retirement plan established or maintained by Purchaser or a Transferred Subsidiary (the “Buyer U.S. Defined Contribution Plans”), and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, to the Buyer U.S. Defined Contribution Plans where elected by the Transferred Employee. Effective as of 12:01 a.m. on the Applicable Closing Date, Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their existing terms the Assumed Benefit Plans Plans, if any, and shall be solely responsible for for, and shall assume and indemnify and hold harmless Seller and its Affiliates against, all liabilities Liabilities under the Assumed Benefit PlansPlans with respect to such Transferred Employee, whether solely to the extent arising before, on or after the applicable Closing (such liabilities and obligations shall be Assumed Liabilities for all purposes under this Agreement), and Sellers Transfer Date. Seller shall not sponsor, contribute to or maintain, or have any liability Liability with respect to, the Assumed Benefit PlansPlans with respect to any Transferred Employee to the extent arising after such Transferred Employee’s Transfer Date. For the avoidance of doubt, Seller and its Affiliates shall be solely responsible for, and shall indemnify and hold harmless Purchaser and its Affiliates against, all Liabilities in respect of the Retained Benefit Plans and all Liabilities in respect of any Assumed Benefit Plans with respect to any Transferred Employee solely to the extent arising on or prior to such Transferred Employee’s Transfer Date.

Seller Benefit Plans. Unless otherwise provided (a) Except as explicitly set forth in this Section 10.2, neither any Purchaser nor any Affiliate of a Purchaser (including Parent) shall assume any obligations under the terms or liabilities with respect to any of the applicable Employee Benefit Plan or the Transition Services Agreement, effective as of 12:01 a.m. on the Applicable Closing Date, each Employee shall cease all active participation in and accrual of benefits under the Employee Benefit Plans that are not Assumed or Pension Plans. Effective as of the Closing Date, except as otherwise specifically provided in this Agreement, all Transferred Employees will become fully vested in their account, cease any participation in, and any benefit accrual under, each of the Employee Benefit Plans (such Employee Benefit Plans, along with any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintained, contributed to or required to be contributed to by any of the Sellers, the Transferred Subsidiaries or any of their respective ERISA Affiliates, the “Retained Benefit Plans”). The Assumed Benefit Pension Plans are that is not assumed as set forth in Section 6.02 10.2(b) except as otherwise required by applicable Law or the terms of such plans. (b) Purchasers shall or shall cause one or more of their Affiliates to assume sponsorship of Sellers’ Employee Benefit Plans and Pension Plan as in effect at Closing and listed in Section 10.2(b) of the Company Disclosure ScheduleSchedule (the "Assumed Plans"). Sellers and their affiliates (other than any of the Transferred Subsidiaries) shall retain or assume all liabilities and obligations under or with respect to the Retained Benefit Plans, whether arising before, on or after the Applicable Closing Date (such liabilities and obligations shall be deemed Retained Liabilities for all purposes under this Agreement notwithstanding any other provision of this Agreement), and neither Purchaser nor any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any employee or former employee working in the Business who (i) Effective as of the Applicable Closing Date is receiving or eligible to receive short-term disability benefits under a Retained Benefit PlanClosing, Sellers shall terminate their participation as sponsors, plan administrators and adopting employers of the Assumed Plans and Purchasers shall assume sponsorship of the Assumed Plans. At the Closing, Sellers and Purchasers shall execute and deliver, or (ii) as cause to be executed and delivered to Sellers and Purchasers, agreements for assumption of the Applicable Closing Date Assumed Plans. (c) To the extent that service is receiving or is in an eligibility waiting or exclusion period relevant for purposes of receiving long-term disability computing the amount of any vacation, sick days, severance and similar benefits under a Retained Benefit Planany employee benefit plan, shall become eligible program or continue to be eligible, as applicable, to receive such benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred on or prior to the Applicable Closing Date. Following the Applicable Closing Date, each Transferred Employee shall be permitted to elect to take distribution (subject to applicable Law) of his or her vested accounts under any Retained Benefit Plan that is a U.S. tax-qualified defined contribution plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, in accordance with applicable Law, to an individual retirement account or to a U.S. tax-qualified defined contribution retirement plan arrangement established or maintained by Purchaser Purchasers under which the Transferred Employees benefit, such plan, program or a arrangement shall credit each such Transferred Subsidiary (the “Buyer U.S. Defined Contribution Plans”), Employee for service earned by that Transferred Employee on and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, prior to the Buyer U.S. Defined Contribution Plans where elected by Closing Date with any Seller (but not for service earned with more than one Seller simultaneously) in addition to service earned with Purchasers after the Closing Date but shall not, at any time, exceed twelve months for one year of service. Purchasers shall not be obligated to cover any Transferred Employee. Effective Employee under any Employee Benefit Plan of Purchasers at the same time such Transferred Employee is covered under a corresponding plan assumed pursuant to Section 10.2(b). (d) Purchasers shall recognize all accrued but unused vacation of each Transferred Employee as of 12:01 a.m. on the Applicable Closing Date, provided that in no event shall Purchaser shall assume be required to recognize accrued vacation benefits with respect to any Transferred Employee in excess of the amount (or having a value in excess of the amount) set forth with respect to such Transferred Subsidiary shall retain Employee in Section 10.2(d) of the Company Disclosure Schedule. (as applicablee) and honor in accordance with their terms the Assumed Benefit Plans and shall be solely responsible for all liabilities under the Assumed Benefit Plans, whether arising before, on or after the applicable Closing (such liabilities and obligations shall be Assumed Liabilities for all purposes under this Agreement), and Sellers shall not sponsorinclude all employee records other than the Excluded Employee Records in the Books and Records transferred to Purchasers at the Closing. Sellers shall maintain the Excluded Employee Records for the time required by applicable Law. To the extent permissible under applicable Law, contribute Sellers shall permit Purchasers to or maintain, or have inspect from time to time any liability with respect to, the Assumed Benefit PlansExcluded Employee Records.

Seller Benefit Plans. Unless otherwise provided Seller Parent shall retain all Liabilities under the terms of the applicable Employee Benefit Plan or the Transition Services Agreement, effective as of 12:01 a.m. on the Applicable Closing Date, each Employee shall cease all active participation in and accrual of benefits under the Employee any Seller Benefit Plans that are not Assumed Benefit Plans (such Employee Benefit Plans, along with any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintained, contributed to or required to be contributed to by any in respect of the Sellers, the Transferred Subsidiaries or any of their respective ERISA Affiliates, the “Retained Benefit Plans”). The Assumed Benefit Plans are set forth in Section 6.02 of the Disclosure Schedule). Sellers and their affiliates (other than any of the Transferred Subsidiaries) shall retain or assume all liabilities and obligations under or with respect to the Retained Benefit Plans, whether arising before, on or after the Applicable Closing Date (such liabilities and obligations shall be deemed Retained Liabilities for all purposes under this Agreement notwithstanding any other provision of this Agreement), and neither Purchaser nor any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any each employee or former employee working of Sellers or their Subsidiaries (including any beneficiary or dependent thereof) who is not a Transferred Employee. Except as expressly provided herein, Seller Parent shall retain all Liabilities in respect of benefits accrued as of the Business who Closing Date by the Transferred Employees under any Seller Benefit Plans, Purchaser shall have no liability with respect thereto, and no assets of any Seller Benefit Plans shall be transferred to Purchaser. Accrued benefits or account balances of Transferred Employees under any Seller Benefit Plans shall be fully vested as of the Closing Date. With respect to the Transferred Employees (including any beneficiary or dependent thereof), Seller Parent shall retain (i) as of all Liabilities arising under any Seller Benefit Plans (whether or not insured) to the Applicable Closing Date is receiving extent such liability relates to contributions or eligible to receive short-term disability benefits under a Retained Benefit Planpremiums accrued (whether or not payable), or to claims incurred (ii) as of the Applicable Closing Date is receiving whether or is in an eligibility waiting or exclusion period for purposes of receiving long-term disability benefits under a Retained Benefit Plannot reported), shall become eligible or continue to be eligible, as applicable, to receive such benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred on or prior to the Applicable Closing Date. Following the Applicable Closing Date, each Transferred (ii) all Liabilities arising under any worker’s compensation arrangement to the extent such liability relates to the period on or prior to the Closing Date, including Liabilities for any retroactive worker’s compensation premiums attributable to such period, and (iii) except as expressly provided herein, all other Liabilities arising under any Seller Benefit Plans to the extent any such Liability relates to the period on or prior to the Closing Date or is a Post-Closing Employee Liability, which shall be permitted to elect to take distribution (subject to applicable Law) of his or her vested accounts under any Retained Benefit Plan that is a U.S. tax-qualified defined contribution plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, payable in accordance with applicable Law, Section 8.3. With respect to an individual retirement account any Transferred Employee (including any beneficiary or to dependent thereof) who enters a U.S. taxhospital or is on short-qualified defined contribution retirement plan established term disability under any Seller Benefit Plans on or maintained by Purchaser or a Transferred Subsidiary (the “Buyer U.S. Defined Contribution Plans”), and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, prior to the Buyer U.S. Defined Contribution Plans where elected by Closing Date and continues in a hospital or on short-term disability after the Transferred Employee. Effective as of 12:01 a.m. on the Applicable Closing Date, Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their terms the Assumed Benefit Plans and Seller Parent shall be solely responsible for all liabilities under the Assumed Benefit Plans, whether arising before, on or claims and expenses incurred both before and after the applicable Closing Date in connection with such Person, to the extent that such claims and expenses are covered by a Seller Benefit Plan, until such time (if any) that, in the case of a Transferred Employee, such liabilities and obligations shall be Assumed Liabilities for all purposes under this Agreement), and Sellers shall not sponsor, contribute to or maintain, or have any liability Person commences full-time employment with respect to, the Assumed Benefit PlansPurchaser.

Seller Benefit Plans. Unless otherwise provided under the terms As of the applicable Employee Benefit Plan or the Transition Services Agreement, effective as of 12:01 a.m. on the Applicable Closing Date, each Business Employee shall cease all to have any right to accrue any benefits, and cease to have any right to continue as or become an active participation in participant under any Benefit Plan other than a Company Benefit Plan, or any other incentive, compensation and accrual of benefits under the Employee Benefit Plans arrangements that are not Assumed Benefit Plans (such Employee Benefit Plans, along with any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintainedentered into, contributed to or required to be contributed to maintained by any of the Sellers, the Transferred Subsidiaries Seller or any of their respective ERISA Affiliates, its Affiliates (excluding the Companies) (“Retained Seller Benefit Plans”). The Assumed , except to the extent of any claim incurred prior to Closing Date under any group medical, dental, prescription drug or vision care benefits under any Seller Benefit Plans are or to the extent such benefits continue to be available, by their express terms, through the end of the calendar month in which the Closing Date occurs (all such post-closing claims, “IBNR”). Subject to the limitations set forth in Section 6.02 of the Disclosure Schedule). Sellers and their affiliates (other than any of the Transferred Subsidiaries) shall retain or assume all liabilities and obligations under or with respect to the Retained Benefit Plans, whether arising before, on or after the Applicable Closing Date (such liabilities and obligations shall be deemed Retained Liabilities for all purposes under this Agreement notwithstanding any other provision of this Agreement6.9(h), Buyer shall reimburse Seller for any IBNR actually paid by Seller or any Seller Benefit Plan. Seller and neither Purchaser nor Buyer hereby agree that any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any employee or former employee working in the Business Continuing Employee who (i) as of the Applicable Closing Date is receiving or eligible entitled to receive short-term disability benefits under a Retained Benefit Plan, and who subsequently becomes eligible to receive long-term disability benefits or (ii) as of the Applicable Closing Date is receiving or is in an eligibility waiting or exclusion period for purposes of receiving entitled to receive long-term disability benefits under a Retained Benefit Planbenefits, shall become eligible or continue to be eligible, as applicable, to receive such long-term disability benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred on or prior to the Applicable Closing Date. Following the Applicable Closing Date, each Transferred Employee shall be permitted to elect to take distribution (subject to applicable Law) of his or her vested accounts under any Retained Seller Benefit Plan that is a U.S. taxlong-qualified defined contribution term disability plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, in accordance with applicable Law, to an individual retirement account or to a U.S. tax-qualified defined contribution retirement plan established or maintained by Purchaser or a Transferred Subsidiary unless and until such employee is no longer disabled (the “Buyer U.S. Defined Contribution Plans”), and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, subject to the terms of the applicable plan); provided that Buyer U.S. Defined Contribution Plans where elected by shall reimburse Seller for all out-of-pocket costs associated with such continued provision of benefits after the Transferred EmployeeClosing. Effective as As of 12:01 a.m. on the Applicable Closing Date, Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their terms the Assumed Benefit Plans and Buyer shall be solely responsible for all liabilities under the Assumed Benefit Plansobligations and liabilities, whether arising incurred before, on or after the applicable Closing (such Date, under all Company Benefit Plans and any other annual incentive, compensation and benefits arrangements that are sponsored, entered into or maintained by the Companies, and no obligations or liabilities and obligations under any Company Benefit Plans shall be Assumed Liabilities retained by Seller or any of its Affiliates, including, for all purposes the avoidance of doubt, under this Agreement)any Benefit Plan that provides for severance, termination pay and Sellers shall not sponsor, contribute to or maintain, or have any liability with respect to, the Assumed Benefit Planssimilar compensation and benefits.

Seller Benefit Plans. Unless otherwise provided under the terms (a) Section 3.13(a) of the applicable Employee Seller Disclosure Schedule contains a true, correct and complete list of each Seller Benefit Plan and ERISA Affiliate Plan. (b) No Seller Benefit Plan or ERISA Affiliate Plan is or was subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Transition Services AgreementCode, effective and no Seller Benefit Plan or ERISA Affiliate Plan is or was a “multiemployer plan” (as defined in Section 3(37) of 12:01 a.m. on ERISA), nor has the Applicable Closing Date, each Employee shall cease all active participation in and accrual Seller or any of benefits under the Employee Benefit Plans that are not Assumed Benefit Plans (such Employee Benefit Plans, along with any other benefit or compensation plan, program, policy or arrangement at any time its ERISA Affiliates ever sponsored, maintained, contributed to to, or required to be contributed to by had any of the Sellersliability or obligation with respect to, the Transferred Subsidiaries any such Seller Benefit Plan or any of their respective ERISA Affiliates, the “Retained Affiliate Plan. (c) Each Seller Benefit Plans”)Plan or ERISA Affiliate Plan has been operated and administered in all material respects in accordance with its terms and in compliance with all Applicable Benefit Laws. The Assumed Benefit Plans are set forth Seller has performed and complied in Section 6.02 all material respects with all of the Disclosure Schedule). Sellers and their affiliates (other than any of the Transferred Subsidiaries) shall retain or assume all liabilities and its obligations under or with respect to the Retained Seller Benefit Plans, whether arising before, on and no act or after the Applicable Closing Date (such liabilities and obligations shall be deemed Retained Liabilities for all purposes under this Agreement notwithstanding omission has occurred in connection with or related to any other provision of this Agreement), and neither Purchaser nor any of its affiliates (including, after the Applicable Closing DateSeller Benefit Plan or ERISA Affiliate Plan that could result in, any material liability to the Purchaser, including any material liability, tax, penalty or fee under any Applicable Benefit Law. There are no current or threatened in writing Encumbrances attributable to any Seller Benefit Plan or ERISA Affiliate Plan. (d) Each Seller Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Transferred SubsidiariesCode has received a favorable determination letter and nothing has occurred subsequent to the date of such favorable determination letter that could adversely affect the qualified status of any such plan. (e) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, All contributions and premium payments (aincluding all employer contributions and employee salary reduction contributions) any employee or former employee working in the Business who (i) as of the Applicable Closing Date is receiving or eligible to receive short-term disability benefits under a Retained Benefit Plan, or (ii) as of the Applicable Closing Date is receiving or is in an eligibility waiting or exclusion period for purposes of receiving long-term disability benefits under a Retained Benefit Plan, shall become eligible or continue to be eligible, as applicable, to receive such benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) that are due with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained each Seller Benefit Plan as have been made within the time periods prescribed by ERISA and the Code except where failure to do so does not result in a material liability, and all Seller Benefit Plan liabilities of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred Seller for any period ending on or prior to before or including the Applicable Closing Date. Following the Applicable Closing Date, each Transferred Employee shall be permitted to elect to take distribution (subject to applicable Law) of his Date have either been satisfied in full or her vested accounts under any Retained Benefit Plan that is a U.S. tax-qualified defined contribution plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, in accordance with applicable Law, to an individual retirement account or to a U.S. tax-qualified defined contribution retirement plan established or maintained by Purchaser or a Transferred Subsidiary (the “Buyer U.S. Defined Contribution Plans”), and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, to the Buyer U.S. Defined Contribution Plans where elected by the Transferred Employee. Effective as of 12:01 a.m. have been accrued on the Applicable Closing Date, Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their terms the Assumed Benefit Plans and shall be solely responsible for all liabilities under the Assumed Benefit Plans, whether arising before, on or after the applicable Closing (such liabilities and obligations shall be Assumed Liabilities for all purposes under this Agreement), and Sellers shall not sponsor, contribute to or maintain, or have any liability with respect to, the Assumed Benefit PlansSeller Financial Statements.

Seller Benefit Plans. Unless otherwise provided (a) Except as explicitly set forth in this Section 9.2, neither Purchaser nor any Affiliate of Purchaser (including Parent) shall assume any obligations under the terms or liabilities with respect to any of the applicable Employee Benefit Plan or the Transition Services Agreement, effective as of 12:01 a.m. on the Applicable Closing Date, each Employee shall cease all active participation in and accrual of benefits under the Employee Benefit Plans that are not Assumed or Pension Plans. Effective as of the Closing Date, except as otherwise specifically provided in this Agreement, all Transferred Employees will become fully vested in their account, cease any participation in, and any benefit accrual under, each of the Employee Benefit Plans (such Employee Benefit Plans, along with any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintained, contributed to or required to be contributed to by any of the Sellers, the Transferred Subsidiaries or any of their respective ERISA Affiliates, the “Retained Benefit Plans”). The Assumed Benefit Pension Plans are that is not assumed as set forth in Section 6.02 9.2(b), except as otherwise required by applicable Law or the terms of such plans. (b) Purchaser shall or shall cause one or more of its Affiliates to assume sponsorship of Seller’s Employee Benefit Plans and Pension Plan as in effect at Closing and listed in Section 9.2(b) of the Seller Disclosure ScheduleSchedule (the “Assumed Plans”), provided that Purchaser shall not assume any Liability for the employer contributions made by Seller with respect to its 401(k) plan for periods prior to or including the Closing Date except to the extent accrued on the Final Working Capital Statement. Sellers Seller and the Members shall terminate their affiliates (other than any participation as sponsors, plan administrators and adopting employers of the Transferred Subsidiaries) Assumed Plans and Purchaser shall retain or assume sponsorship of the Assumed Plans, all liabilities to be effective as of the Closing, with respect to Seller, and obligations under or as soon thereafter as is reasonably practicable, with respect to the Retained Benefit PlansMembers. At the Closing, whether arising beforeSeller and Purchaser shall execute and deliver, on or after the Applicable Closing Date (such liabilities cause to be executed and obligations shall be deemed Retained Liabilities delivered to Seller and Purchaser, agreements for all purposes under this Agreement notwithstanding any other provision of this Agreement), and neither Purchaser nor any of its affiliates (including, after the Applicable Closing Date, any assumption of the Transferred SubsidiariesAssumed Plans. (c) shall sponsor, contribute to or maintain, or have any liability with respect to, any of To the Retained Benefit Plans, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any employee or former employee working in the Business who (i) as of the Applicable Closing Date extent that service is receiving or eligible to receive short-term disability benefits under a Retained Benefit Plan, or (ii) as of the Applicable Closing Date is receiving or is in an eligibility waiting or exclusion period relevant for purposes of receiving long-term disability computing the amount of any vacation, sick days, severance and similar benefits under a Retained Benefit Planany employee benefit plan, shall become eligible program or continue to be eligible, as applicable, to receive such benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred on or prior to the Applicable Closing Date. Following the Applicable Closing Date, each Transferred Employee shall be permitted to elect to take distribution (subject to applicable Law) of his or her vested accounts under any Retained Benefit Plan that is a U.S. tax-qualified defined contribution plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, in accordance with applicable Law, to an individual retirement account or to a U.S. tax-qualified defined contribution retirement plan arrangement established or maintained by Purchaser under which the Transferred Employees benefit, such plan, program or a arrangement shall credit each such Transferred Subsidiary (the “Buyer U.S. Defined Contribution Plans”), Employee for service earned by that Transferred Employee on and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, prior to the Buyer U.S. Defined Contribution Plans where elected by Closing Date with Seller in addition to service earned with Purchaser after the Closing Date but shall not, at any time, exceed twelve months for one year of service. Purchaser shall not be obligated to cover any Transferred Employee. Effective Employee under any Employee Benefit Plan of Purchaser at the same time such Transferred Employee is covered under a corresponding plan assumed pursuant to Section 9.2(b). (d) Purchaser shall recognize all accrued but unused vacation of each Transferred Employee as of 12:01 a.m. on the Applicable Closing Date, provided that in no event shall Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their terms the Assumed Benefit Plans and shall be solely responsible for all liabilities under the Assumed Benefit Plans, whether arising before, on or after the applicable Closing (such liabilities and obligations shall be Assumed Liabilities for all purposes under this Agreement), and Sellers shall not sponsor, contribute required to or maintain, or have any liability recognize accrued vacation benefits with respect to, to any Transferred Employee in excess of the Assumed Benefit Plansamount (or having a value in excess of the amount) set forth with respect to such Transferred Employee in Section 9.2(d) of the Seller Disclosure Schedule. (e) Seller shall include all employee records in the Books and Records transferred to Purchaser at the Closing.

Seller Benefit Plans. Unless otherwise provided under the terms As of the applicable Employee Benefit Plan or the Transition Services Agreement, effective as of 12:01 a.m. on the Applicable Closing Date, each Business Employee shall cease all to have any right to accrue any benefits, and cease to have any right to continue as or become an active participation in participant under any Benefit Plan other than a Company Benefit Plan, or any other incentive, compensation and accrual of benefits under the Employee Benefit Plans arrangements that are not Assumed Benefit Plans (such Employee Benefit Plans, along with any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintainedentered into, contributed to or required to be contributed to maintained by any of the Sellers, the Transferred Subsidiaries Seller or any of their respective ERISA Affiliates, its Affiliates (excluding the Companies) (“Retained Seller Benefit Plans”). The Assumed , except to the extent of any claim incurred prior to Closing Date under any group medical, dental, prescription drug or vision care benefits under any Seller Benefit Plans are or to the extent such benefits continue to be available, by their express terms, through the end of the calendar month in which the Closing Date occurs (all such post-closing claims, “IBNR). Subject to the limitations set forth in Section 6.02 of the Disclosure Schedule). Sellers and their affiliates (other than any of the Transferred Subsidiaries) shall retain or assume all liabilities and obligations under or with respect to the Retained Benefit Plans, whether arising before, on or after the Applicable Closing Date (such liabilities and obligations shall be deemed Retained Liabilities for all purposes under this Agreement notwithstanding any other provision of this Agreement6.9(h), Buyer shall reimburse Seller for any IBNR actually paid by Seller or any Seller Benefit Plan. Seller and neither Purchaser nor Buyer hereby agree that any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any employee or former employee working in the Business Continuing Employee who (i) as of the Applicable Closing Date is receiving or eligible entitled to receive short-term disability benefits under a Retained Benefit Plan, and who subsequently becomes eligible to receive long-term disability benefits or (ii) as of the Applicable Closing Date is receiving or is in an eligibility waiting or exclusion period for purposes of receiving entitled to receive long-term disability benefits under a Retained Benefit Planbenefits, shall become eligible or continue to be eligible, as applicable, to receive such long-term disability benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred on or prior to the Applicable Closing Date. Following the Applicable Closing Date, each Transferred Employee shall be permitted to elect to take distribution (subject to applicable Law) of his or her vested accounts under any Retained Seller Benefit Plan that is a U.S. taxlong-qualified defined contribution term disability plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, in accordance with applicable Law, to an individual retirement account or to a U.S. tax-qualified defined contribution retirement plan established or maintained by Purchaser or a Transferred Subsidiary unless and until such employee is no longer disabled (the “Buyer U.S. Defined Contribution Plans”), and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, subject to the terms of the applicable plan); provided that Buyer U.S. Defined Contribution Plans where elected by shall reimburse Seller for all out-of-pocket costs associated with such continued provision of benefits after the Transferred EmployeeClosing. Effective as As of 12:01 a.m. on the Applicable Closing Date, Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their terms the Assumed Benefit Plans and Buyer shall be solely responsible for all liabilities under the Assumed Benefit Plansobligations and liabilities, whether arising incurred before, on or after the applicable Closing (such Date, under all Company Benefit Plans and any other annual incentive, compensation and benefits arrangements that are sponsored, entered into or maintained by the Companies, and no obligations or liabilities and obligations under any Company Benefit Plans shall be Assumed Liabilities retained by Seller or any of its Affiliates, including, for all purposes the avoidance of doubt, under this Agreement)any Benefit Plan that provides for severance, termination pay and Sellers shall not sponsor, contribute to or maintain, or have any liability with respect to, the Assumed Benefit Planssimilar compensation and benefits.

Seller Benefit Plans. Unless otherwise provided under the terms of the applicable Employee Benefit Plan or the Transition Services Agreement, effective as of 12:01 a.m. on the Applicable Closing Date, each Employee shall cease all active participation in and accrual of benefits under the Employee Benefit Plans that are not Assumed Benefit Plans (such Employee Benefit Plans, along with any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintained, contributed to or required to be contributed to by any a) Section 5.11(a) of the Sellers’ Disclosure Schedule sets forth a complete and correct list of: all “employee benefit plans”, as defined in Section 3(3) of ERISA, and all other employee benefit arrangements or payroll practices, including, without limitation, bonus plans, consulting or other compensation agreements, incentive, equity or equity-based compensation, or deferred compensation arrangements, stock purchase, severance pay, sick leave, vacation pay, salary continuation, disability, hospitalization, medical insurance or medical coverage, retiree benefits, life insurance, scholarship programs maintained by the Transferred Subsidiaries Parent and the Sellers or any to which the Sellers contributed or are obligated to contribute thereunder for current or former employees of their respective ERISA Affiliates, the Sellers (the “Retained Employee Benefit Plans”). The Assumed None of the Employee Benefit Plans which are set forth in “welfare benefit plans” within the meaning of Section 6.02 3(1) of ERISA provide for continuing benefits or coverage for any participant or any beneficiary of a participant post-termination of employment except as may be required under the Disclosure Schedule). Sellers and their affiliates (other than any Consolidated Omnibus Budget Reconciliation Act of the Transferred Subsidiaries) shall retain or assume all liabilities and obligations under or with respect to the Retained Benefit Plans, whether arising before, on or after the Applicable Closing Date (such liabilities and obligations shall be deemed Retained Liabilities for all purposes under this Agreement notwithstanding any other provision of this Agreement), and neither Purchaser nor any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any employee or former employee working in the Business who (i) as of the Applicable Closing Date is receiving or eligible to receive short-term disability benefits under a Retained Benefit Plan, or (ii) as of the Applicable Closing Date is receiving or is in an eligibility waiting or exclusion period for purposes of receiving long-term disability benefits under a Retained Benefit Plan, shall become eligible or continue to be eligible1985, as applicable, to receive such benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law amended (“COBRA”) and at the expense of the participant or the participant’s beneficiary. There are no pending Legal Proceedings which have been asserted or instituted against any of the Employee Benefit Plans, the assets of any such plans or the Sellers, or the plan administrator or any fiduciary of the Employee Benefit Plans with respect to employees the operation of such plans (other than routine, uncontested benefit claims), and there are no facts or circumstances which could form the basis for any other qualified beneficiaries such Legal Proceeding. (ib) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as None of the Applicable Sellers or any ERISA Affiliate or any organization to which any is a successor or parent corporation, has divested any business or entity maintaining or sponsoring a defined benefit pension plan having unfunded benefit liabilities (within the meaning of Section 4001(a)(18) of ERISA) or transferred any such plan to any person other than the Sellers or any ERISA Affiliate during the five-year period ending on the Closing Date. (c) None of the Sellers nor any trade or business (whether or not incorporated) which are or have ever been under common control, or which are or have ever been treated as a single employer, with the Sellers under Section 414(b), (iic), (m) with respect or (o) of the Code (“ERISA Affiliate”) currently maintains, has ever maintained or has ever contributed to whom a COBRA qualifying event occurred on or prior been obligated to the Applicable Closing Date. Following the Applicable Closing Datecontribute to any “employee benefit plan”, each Transferred Employee shall be permitted to elect to take distribution (as defined in Section 3(3) of ERISA or any “employee benefit pension plan” as defined in Section 3(2) of ERISA subject to applicable LawTitle IV of ERISA or Section 412 of the Code or any multiemployer plan as defined in Section 3(37) of his or her vested accounts under any Retained Benefit Plan that is a U.S. tax-qualified defined contribution plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, in accordance with applicable Law, to an individual retirement account or to a U.S. tax-qualified defined contribution retirement plan established or maintained by Purchaser or a Transferred Subsidiary ERISA (the “Buyer U.S. Defined Contribution Multiemployer Plans”), or has been subject to Sections 4063 or 4064 of ERISA (“Multiple Employer Plans”). (d) Neither the execution and Purchaser and Sellers shall reasonably cooperate delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to facilitate any employee of Sellers; (ii) increase any benefits otherwise payable under any Employee Benefit Plan; or (iii) result in the direct rollover acceleration of distributionsthe time of payment or vesting of any such benefits. (e) No Seller is not a party to any contract, including loan balancesplan or commitment, whether legally binding or not, to the Buyer U.S. Defined Contribution Plans where elected create any additional Employee Benefit Plan, or to modify any existing Employee Benefit Plan. (f) No stock or other security issued by the Transferred Employee. Effective as Sellers forms or has formed a material part of 12:01 a.m. on the Applicable Closing Date, Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their terms the Assumed assets of any Employee Benefit Plans and shall be solely responsible for all liabilities under the Assumed Benefit Plans, whether arising before, on or after the applicable Closing (such liabilities and obligations shall be Assumed Liabilities for all purposes under this Agreement), and Sellers shall not sponsor, contribute to or maintain, or have any liability with respect to, the Assumed Benefit PlansPlan.

Seller Benefit Plans. Unless otherwise provided (i) Seller shall retain all liabilities with respect to benefits accrued and claims incurred with respect to all U.S. Business Employees and all E.U. Business Employees under the terms of the applicable Employee Benefit Plan or the Transition Services Agreement, effective as of 12:01 a.m. on the Applicable Closing Date, each Employee shall cease all active participation in and accrual of benefits under the Employee Benefit Plans that are not Assumed any Seller Benefit Plans (such Employee Benefit Plans, along with as listed on Schedule 7.5(b)(i) to this Agreement) through the moment immediately preceding the Closing and any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintained, contributed to or required to be contributed to by any of the Sellers, the Transferred Subsidiaries or any of their respective ERISA Affiliates, the “Retained Benefit Plans”). The Assumed Benefit Plans are and all assets set forth in Section 6.02 of the Disclosure Schedule). Sellers and their affiliates (other than any of the Transferred Subsidiaries) shall retain or assume all liabilities and obligations under or aside with respect to the Retained Benefit Plans, whether arising before, on or funding and payment of such liabilities. Seller shall also retain any liabilities which may accrue after the Applicable Closing with respect to any U.S. Business Employee who is not a Hired U.S. Business Employee or which may accrue after the Closing Date in accordance with the terms of Seller's medical and dental expense plans for retired employees and Seller's life insurance program for retired employees (such liabilities and obligations shall be deemed Retained Liabilities together, "Retirement Related Benefits") for all purposes U.S. Business Employees who are eligible for Retirement Related Benefits as of the Closing Date. Seller will be responsible for all bonuses for all U.S. Business Employees attributable to such Employees' employment with Seller during the year 2000 up to the Closing Date. (ii) Except as otherwise provided in this Agreement, as of the first moment of the Closing, all Hired U.S. Business Employees and all E.U. Business Employees will cease to participate as active employees in or accrue benefits under this Agreement notwithstanding the benefit plans of Seller or any other provision of its Affiliates. Thereafter, no Hired U.S. Business Employee or E.U. Business Employee shall assume or be entitled to 16 <PAGE> participate in any Seller Benefit Plan, except to the extent such plans provide by their terms for participation after the Closing Date or as otherwise required by law or by the terms of this Agreement), and neither Purchaser nor any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any employee or former employee working in the Business who (i) as of the Applicable Closing Date is receiving or eligible to receive short-term disability benefits under a Retained Benefit Plan, or (ii) as of the Applicable Closing Date is receiving or is in an eligibility waiting or exclusion period for purposes of receiving long-term disability benefits under a Retained Benefit Plan, shall become eligible or continue to be eligible, as applicable, to receive such benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred on or prior to the Applicable Closing Date. Following the Applicable Closing Date, each Transferred Employee shall be permitted to elect to take distribution (subject to applicable Law) of his or her vested accounts under any Retained Benefit Plan that is a U.S. tax-qualified defined contribution plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, in accordance with applicable Law, to an individual retirement account or to a U.S. tax-qualified defined contribution retirement plan established or maintained by Purchaser or a Transferred Subsidiary (the “Buyer U.S. Defined Contribution Plans”), and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, to the Buyer U.S. Defined Contribution Plans where elected by the Transferred Employee. Effective as of 12:01 a.m. on the Applicable Closing Date, Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their terms the Assumed Benefit Plans and shall be solely responsible for all liabilities under the Assumed Benefit Plans, whether arising before, on or after the applicable Closing (such liabilities and obligations shall be Assumed Liabilities for all purposes under this Agreement), and Sellers shall not sponsor, contribute to or maintain, or have any liability with respect to, the Assumed Benefit Plans.